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.