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The 2nd International Symposium of Corporate Governance

Summary of Forum of Symposium on WTO, Enterprise Development and Principles of Corporate Governance

Corporate Governance Academic Symposium
―Theory & Practice Frontiers of Corporate Governance

International Symposium on Corporate Governance--The Multinational Corporation Governance and the Principle of Corporate Governance

China & Japan International Symposium on New Institution
and Corporate Governance

China & Japan International Symposium on Management

International Symposium on Corporate Governance--The Multinational Corporation Governance and the Principle of Corporate Governance


Under the support of the units such as the managing scientific department of the national fund of natural science, the international business school of Nankai University held an international seminar with the topic of "The multinational corporation governance and the principle of corporate governance" from 24 -25 in November 2001. In this seminar and on the open ceremony of corporate governance website (w ww.cg.org.cn), more than 300 famous experts, scholars and entrepreneurs coming from the Mainland, Japan, Korea, Canada, Hong Kong, Macao, Taiwan and other places attended including officials such as the audit chief Jinhua o Li f National Audit Office. The meeting went deep into discussion on "multinational enterprise governance ", "corporate governance mechanism", "Sino-Janpese corporate governance comparison", "the accountant and audit in corporate governance", "the principle of corporate governance", "corporate governance and information disclosure" and etc. around the problems of the multinational corporation governance which is an global theory innovation under the new economic condition and the practice of corporation governance.

1. The problems of multinational corporation governance
In this aspect the group of Nankai University led by Professor Li Wei-an is the mainly certain scale. They have concentrated on investigating 200 Three Kinds of Foreign-invested Enterprises above 10 million dollars of capital in the developing zone of Tianjin, have investigated the arranging and dynamic change of stock rights of the three kinds of foreign- invested enterprises in China, the board of directors and power position, the control and incentive mechanism on administration and supervision authorities, the function of stakeholder on corporate governance, and etc. The purpose is to offer support for our nation's corporate governance according to the first-hand materials and relevant theory, especially to look for the object of reference for country's enterprises how to go abroad efficiently under WTO condition. Their main conclusion includes: 1. the corporate governance of MNCs of three kinds of capital enterprise in China is a model led by parent company, 2.Emphasize the control right in shareholding arrangement , and is prone to obvious individual ownership, 3. The board of directors is controlled by the parent company, the director and general manager are separated and the director of the joint venture is a empty duty to a great extent, the real power is in general manager's hands, 4. The main means of control enterprises in China for MNCs are to appoint general manager directly, control financial affairs and appoint manager in key department, 5.the three capital enterprises in China rely mainly on basic salary to incentive executives and enjoy considerable consumption on-the-job, some Chinese executives leave for foreign side's office with personnel relationship,6.The localization of the three capital enterprises in China is obvious, most executives come from the local human resources pool, the proportion of Chinese top management increases rapidly , 7. The stakeholders such as employee, trade union, creditor, government, and etc., have not played an obvious role in the corporate governance of the three capital enterprises. Some scholars at home have especially analyzed the influence of culture on the ownership decision of transnational investment. Foreign scholars, such as from Canada have emphasized shareholders and law on balancing managers.

2. The problems of corporation governance mechanism
Some scholars have probed into the governance mechanism of enterprise group from cooperation of relevant corporations. The research in this aspect has divided the relevant corporations into three kinds: the unilateral participating-share type of relevant corporations, the mutual holding share type of relevant corporations and strategic alliance type of relevant corporations and has studied the reason why the three formed and one's own governance mechanisms separately. For instance, in the study of governance mechanism of the unilateral participating-share type of relevant corporations, it has separately studied the information interchange mechanism of director's meeting, the relevant maintaining mechanism of senior administrator exchanges, the inside reciprocation and the transaction cost constraint mechanism, and etc.; Some scholars starting from the foundation of economic subject behavior in the paradigm of information, study the designing principle of corporate governance mechanism (the incentive consistence principle of Kaldor's efficiency-improving standard, the special-asset principle, the grade resolving principle and the utility-maximizing motive and information asymmetry principle ,etc.), and three major mechanisms (right and interest mechanism, market mechanism and management mechanism); Some scholars analyzed the corporate governance and supervision mechanism which are suitable to our country's conditions in terms of functional position of the board of supervisors; Some scholars proved that the validity of governance mechanism for inside governance is to carry on different organic integration of mechanism among different environmental change and that the inside governance mechanism transition is a process of development and lock-in route.

3. The corporate governance information systems and information disclosure
Some scholars have analyzed corporate governance in terms of information system and think that at first corporate governance is a system (CGS, corporate governance systems), and an information system (CGIS, corporate governance information systems), and corporate governance should be organized according to network economy in network technology and information times. In the network economy, first the ownership of enterprise change frequently, the life cycle of enterprise faces fairy severe test, and this is an initial inspection of corporate governance goal, second, the development of enterprises has to focus on the long-term instead of short-term development, this kind of situation will force the owners of enterprises to pay more attention to labor division, pay more attention to scattering constitution power and right instead of centralizations. This is to conduct extension of initial goal of enterprise governance. The influence which Network economy causes to the corporate governance mainly shows the following: 1.Network economy has promoted the realization that " the freeman's freedom is united "; the equal dream is aroused which people pursue the freedom, democracy and which determines people's behavior of consciousness changes, this influence the new idea of corporate governance under network economy. 2. The development of network economy is influencing the community responsibility and the value which company exists: the function, result and means that the company disposes social resources will change. The development of network economy helps the company to reduce the agent cost and strengthens market confidence. Effective corporate governance mechanism can make interests of the agent reach unanimity with interests of the shareholder, guarantee enterprise under legal system and commercial credit restraint for increasing its shareholder's value and running, what's more, promote the efficient distributions of social resources in a situation that the finance and product market related to enterprise are good in operation. 3.The development of network economy make the organizational framework of company to be networked virtualized, in order to strengthen the flexibility. 4. The development of network economy makes the company re-recognize the model of the resources integration and innovation, and emphasize the social capital and the function of cooperate innovation. 5. The development of network economy enable the company operation target change: from the pursuit of operation efficiency on the foundation of ordering controlling to the pursuit of meeting the environment, transforming the environment and innovation ability.
Some scholars have done studies on corporate governance from shareholder structure and the disclosure of accounting information of the Company, have emphasize the question which should be paid attention to in disclosure of accounting information and have put forward some feasible countermeasures and suggestions.

4. The audit and accountant in corporate governance
This meeting has received a group of thesis on the corporate governance from the accountant and audit. Some scholars have studied the relationship between the corporate governance structure and the accounting behavior, specially have analyzed company's accounting behavior while applying for the issuance of stocks, behavior after the issuance of stocks, behavior after accept auditing, and have proposed it should improve company's corporate governance structure and promote Company's accounting behavior to be in order; Some scholars have studied the optimization question of the corporate governance in terms of accounting supervision, and have put forward the effective way of external accounting supervision and inside accounting supervision; Some scholars have studied that different corporate governance mode produced different financial report direction. For instance the corporate governance mode of Great Britain and America caused the financial report to be inclined to decision function and the corporate governance mode of Germany and Japan caused the financial report to be inclined to control function. Coordination of international financial report also got accelerating development; some scholars have studied the choice of the accounting policy among corporate governance environment. Some scholars have analyzed two main types of the choice of the accounting policy ---the efficiency type and the opportunism type, have compared the choice of accounting policy between the corporate governance model of Britain and America and the one of German and Japan, and have put forward the optimization countermeasure of our country's corporate governance and the choice of accounting policy.

5. Reform and corporate governance of State-owned enterprises
From the historical thought train of our country's SOE reform and corporate governance, some authors combed two thread, namely the outside corporate governance and the inside corporate governance, and put forward new thought train of state-owned enterprise reform from corporate governance structure to corporate governance; Some authors put the corporate governance of SOE under WTO frame, used new institutional economics, TCE, RBV principle, and analyzed that under the WTO frame, the selection of the corporate governance mode of our country's state-owned enterprises should be the network corporate governance mode based on relationship among enterprises. It can utilize the relationship network founded under the existing administrative system to go forward to or evolve to the strategic networks of enterprises. On one hand with the supply of the colony's value inside the enterprise relationship it should strengthen the implementation efficiency of ownership and the control power, on the other hand through promoting the coordination ability of enterprises in the networks, guarantee the continuation of enterprise's competition advantage, and relying on the peculiar colony forming mechanism of network governance raise the strategic policy foundation and resource distribution efficiency of state-owned enterprise; Some authors have probed into the corporate governance in terms of financing way, have put forward the realistic countermeasure which optimizes the mechanism aimed at the question of the listed company and current bank system of our country; some authors have deeply compared the financial structure, stock right structure and corporate governance structure. Some authors have put forward the capital theory of corporate governance on the basis of stakeholder mutual balance, and it also examined this theory hypothesis after choosing more than 60 merger and annexation cases in our country since 1984. This study divided the merger and annexation cases in our country into two period of stage, and especially emphasized the characteristics of the case since 1992: The annexations obtaining the capital as purpose drop, the annexations obtaining organizing cost and social capital as purpose increase, the annexation with compounding reason increases, and etc.
In a word, compared with last year, the obvious characteristics of the international conference on corporate governance of this year is that the research of corporate governance is developing into depths, the research range maintains close ties to practical problems that China deepen reforms, and it also deals with the development trend of corporate governance after China joined WTO.




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