中国上市公司董事会内部监督机制的效率研究 /The Efficiency Study on The Board’s Inner Monitoring Syste
How to build and maintain an effective board of directors has become the key problem of corporation governance, and the efficiency of the board depends on the efficiency of inner monitoring system. In order to provide theory support for enhancing the inner monitoring system’s efficiency of Chinese listed companies, in this article, the author analyzed the factors that influence inner monitoring system’s efficiency through a game model.
The author first constructed the utility function of the outside director, and on the basis of this, established a game model of board’s inner monitoring system to describe how a board to produce "monitoring" and reflect the board’s inner operation. Then, the thesis analyzed the factors that influence the efficiency of the board’s inner monitoring system. The another character of this paper is putting the board’s study angle under concentrated ownership structure, and analyzed the board’s inner monitoring system which controlled by the big shareholder or the inner controllers. Such analysis compensated the limitation of western researches which only focus on the enterprises of dispersed ownership structure.
In addition, this thesis also applied the model to board of Chinese listed companies, and carried on relevant empirical study and typical cases analysis. The basic conclusions as follows: first, if the board is controlled by the big shareholder or the inner controllers, its inner monitoring is usually invalid. Second, if afterwards-punishment do exist and the number of the inside directors from the big shareholder take the majority of the board, the independent directors are usually willing to keep more silence, only when the loss of reputation is bigger than the afterwards-punishment of monitoring, the independent directors would take monitoring actions. Third, It is only a surface characteristic whether the two duties of President of board and CEO separate or not. Under the big shareholder's control, whether two duties separated or not is no essence influences on the monitoring efficiency of the board of directors. Fourth, in enterprises, if there are two or more big shareholders with equivalent strength, and have seats in the board of directors will promote the inner monitoring efficiency of the board of directors greatly. So, increasing representative of relevant interestors in the board can promote inner monitoring efficiency too. Finally, the disclosure of the listed companies’ information has influence on the inner monitoring too, more widen and more deepen public information, more monitoring the independent directors will provide.
On the basis of analysis above, this thesis proposed several suggestions on how to improve and enhance the board’s efficiency of inner monitoring system of Chinese listed companies.