1. Subject: 生野重夫, "debts, corporate governance and maximization of the value of enterprise"

Debts should not be considered only as a tool for finance. Its corporate governance function should receive equal attention, because choosing different methods of finance will affect the action and interest of enterprise's concerned subject, and the distribution of power among various subjects. By nature, the choice of different methods of finance is just the choice of different mechanism of corporate governance. Under certain structure of corporate governance, finance decision, as a result of the process of game by various subjects will in turn alter the present level of debt. Both debts and JL corporate governance will affect the value of company, and between them exists a relation, so research on the effect of each one alone on the value of the enterprise is not comprehensive

Audience: When the enterprise borrows money, what is the debts' function of corporate governance?
Professor: From the macroscopical point of view, there are two kinds of financial patterns and two kinds of corporate governance patterns in the world. One, represented by Japan and German, is the bank-dominated financial system, and the other, represented by Britain and America, is market-oriented financial system. For an enterprise, the function of debt in corporate governance shows itself in the following aspects: debts can form a kind of stimulus and constraint to shareholders and managers; when the enterprise bankrupts, the tough constraints of debts can realize the transfer of power from shareholders to creditors, and in turn can fulfill the optimal allocation of the stock assets; in addition, debts can send the marked some message which can be used by decision makers to design effective mechanism for stimulus and constraint.
Audience: According to the present practice of listed company in China, what do you think are the conditions that prevent debts' function of corporate governance from working?
Professor: we can approach the problem from the following ways. First, the aims of enterprise in China are still the maximization of shareholders' wealth, but not the value of the enterprise, and will unduly emphasize the wealth of shareholders and ignore the interest of creditors. Second, the banks, as the biggest creditor, are weak in supervision third, the mechanism of bankruptcy and quit, as a method of supervision afterwards are not perfect, and an independent class of professional managers and a competitive market for them have not come into being in China.

2. Subject: 山田晶義, "information disclosure of listing company"
Information disclosure affects not only the decision of investors but also creditors and other stakeholders at the same time. The objective of corporate governance is not only to balance the power, but also to make the decision making process more scientific. Normal information disclosure can manifest the objective of company genuinely and objectively, and the structure of corporate governance will affect the quantity and quality of information.

Audience: some comparatively outstanding problems exist in the corporate governance of listing company such as the absence of state ownership, insider control, the low fidelity of directors to stockholder, etc. Under these conditions, how to set up a whole supervision system for information disclosure?

Professor: I think we can approach this problem in the following ways: enforce the self-discipline of company and set up strict internal control system, improve internal governance system, build plural ownership structure, reform the present auditing system, bring the information disclosure into the system of law and increase the strength of punishment; establish and enhance information disclosure evaluating systems. The advance of the quality of information disclosure is a long term work.. With the improvement of capital market and the system of credit and the diversification of means of supervision, the transparency of listing companies' information disclosure will become more and more high and information disclosure will be useful for making decision at last.

3. Subject: 高橋敏夫, "governance problems of Internet organization"

Whether Internet organization can exist and develop, whether its particular advantage can manifest completely, and whether its governance performance can be improved obviously, lies in the governance mechanism. It will keep within limits the opportunistic action in the complicated transaction. Without it, the disagreement of the interests of partners' will distort their actions. Many puzzles of economic organization lead to the investigation and illustration of afterwards governance mechanism. The governance mechanism of Internet organization is the combination of informal macro conventions and micro rules that guarantee the regular operation of internet organization and restrict and adjust the actions of partners. It is different from both market mechanism and formal mechanism, and consists of two levels: one is social mechanism, the other is operational mechanism. The governance mechanism of Internet organization operates on the basis of governance logic and in turn assures the internet organization's regular operation and the full realization of synergy effect..
Audience: How to look on the difference between the governance mechanism of traditional enterprise and that of Internet organization?
Professor: successful operation of Internet organization lies in whether its governance mechanism can assure that each part is not to employ incomplete information and incomplete contract for its private interest, and whether partners work at same pace to cooperate regularly and efficiently. The governance mechanism of Internet organization is an informal mechanism that is different from formal mechanism. The social mechanism defines cooperative action from the macro and static point of view, and operative mechanism regulates cooperative process from the micro and dynamic point of view. They together constitute a governance system. Relation, interaction and synergy are the its logic. The governance mechanism of Internet organization operates on the basis of its logic and in turn assures the internet organization's regular operation and the full realization of objective of governance.

4. Subject: 村山協司, "management of the relationship with investors"

Competition for investment is the direct cause of the appearance of the management of relationship with investors. At the present, fund managers, , brokers and personal investors have more investment choices than ever. Under this kind of market conditions, even the most excellent investment performance is liable to be overlooked. Obviously for managers of listing company, the achievement of such aims as management, performance and financial state is no longer enough to attract investors. Managers should actively offer information of company's competitive capacity to the present and potential investors, partners and sellers. It has been verified that to offer a consistent and attentive plan of investor relationship management is one of ideal ways to improve the image of the company and to attract investors. In addition, it also enable managers to build research department, enlarge the basis for investment, increase the liquidity of stock, raise the value of stock, and in turn establish a more solid basis for refinance in the future.

Audience: Would you like to introduce the content and means of IRM in the developed countries?
Professor: IRM has two objectives: one is to establish and maintain the conventional communication with financial groups, the other is to assume the responsibility for the image in the circle of finance, and in turn to demonstrate completely the value of the enterprise in the capital market and decrease the cost of finance.1.track the company's operation situation, industry dynamics and rules of stock supervision department so that information disclosure are assured to be legitimate, timely, complete, genuine and just; 2. Set up web as a place for information disclosure the extent of which must reach standards required by law. Most of the companies supplement some information in addition. As Nokia does, a number of companies offer email service to give notice of great events and send some individualized message; 3. Hold traditional meetings, telephone meetings or online meetings with investors to discuss company's great events.
4. Keep in touch with business media, institutional investors，stock analysis, small investors. Assure that the company receives sweeping attention by investors. 5. Scheme and arrange the communication between investors and top managers. For example, attend relevant meeting, talk on the Internet, and express opinions and disclose information by media. 6. Keep in touch with supervision department and communicate and cooperate with colleagues.

5. Subject: Weidong He, "ownership, institutional environment and the efficiency of corporate governance"

Capital ownership, as an institutional arrangement of capital ownership rights, is the premise to the efficient corporate governance. The formation of corporate governance institution has the character of path dependence and cannot separate from the environment where the country and the enterprise exist. Under certain economic, technical and institutional environment, as long as ownership is established properly, any form of capital ownership that agrees with economic, technical and institutional environment can be effective. The standard of efficiency of corporate governance is the maximization of the benefit of governance subjects, and the minimization of the cost of corporate governance. In order to increase the efficiency of corporate governance, we should reform and innovate the governance system in accordance with the situation of companies concerned and make efforts to build an institutional environment suitable for the company's existence.
The explicitness of capital ownership rights is the premise for the efficient corporate governance, but not the chief condition. Under certain economic, technical and institutional environment, as long as ownership is established properly, any form of capital ownership that agrees with economic, technical and institutional environment can be effective. The standard of efficiency of corporate governance are multiple, and the principle of corporate governance should be the maximization of the benefit of governing subject, and the minimization of the cost of corporate governance.

Audience: What do you think about the dual board structure employed by joint-stock company?
The dual board structure has a director board for management and a board of supervisors for supervision. However, practice shows that the board of supervisors is not of great value to exist, as the director board's function of supervision and control becomes more and more strong. In order to reduce the cost of corporate governance and increase its efficiency, the board of supervisors and the board of directors are supposed to be united to one, and the function of administration and the function of supervision and control are to be separated properly within the director board. The director board of big companies can be composed of managing directors and outside directors. The former are mostly responsible for approval and administration, and the latter are mostly responsible for motion and implementation. Considering the fact that some companies often sacrifice creditors' and employees' interest for the interest of shareholders and managers, the director board should include a certain number of representatives of creditors and employees, the number of which is to be determined by the character and the capital structure (including human capital). This kind of arrangement that attorney is supervised by attorney and changing the afterward supervision of creditors and employees into that in advance and during the event, can make creditors and employees more active and can increase their residual and keep them from loss. On the other hand, if can save the cost of administration of the shareholders and improve the efficiency of corporate governance.

6. Subject: Xingyun Liu, "controlling shareholder governance and the efficacy of governance"

Research shows that the existence of controlling shareholders is a realistic problems of corporate governance that are to be acknowledged and faced up to both at the present and for a period of time in the future. Since 1980's, positive research on the concentrated structure of ownership has begun to emerge in large amount. They questioned traditional dispersed structure of ownership and undermined greatly mainstream theories of corporate governance. Under the structure of concentrated structure of ownership, the owner-manager problem is replaced by the controlling shareholder-minority shareholder problem, which produces the alteration of direction, emphasis and point of view in the current mainstream research on theories of corporate governance. It deserves our attention. For China's state-owned enterprises today, excessive concentration is their striking character. There state-owned shares and legal person shares are incontrovertible controlling shareholders, which makes it particularly important for our country to study controlling shareholder governance.

Audience: What is the negative influence of controlling shareholder governance on the efficiency of corporate governance?

Professor: the negative influence is as follows: (1) The difficulty of introduction of outside debt constraint and administration by other shareholders through outside finance. Under excessively concentrated equity structure exists the possibility that controlling shareholders exercise control power to invade the interest of creditors and other shareholders (particularly minority shareholders). The more notable controlling shareholders' advantages are, the greater this kind of possibility is. (2) Lose of minority shareholders' positivity for supervision. Under controlling shareholders' governance, minority shareholders lack enough stimuli to supervise allowing for the absence of supervision environment and high costs of supervision, which to some extent will affect the efficiency of corporate governance. (3) The difficulty of merger & acquisition mechanism. Under controlling shareholders' governance, highly concentrated equity structure may disenable the merger & acquisition mechanism to wok effectively.

7. Subject: Hongcheng Rui, "Strategic alliance rent-seeking game analysis"

Strategic alliance is a state of organization between market and bureaucratic enterprise and as a completely new kind of enterprise operation pattern in 21st contrary, is developing rapidly now. Through entering into the alliance, enterprises are usually characterized by highly effective asset transfer, resource complementation and the advance of scope economy, reducing costs and producing collective residual larger than the sum of individual residual. They obtain extraordinary profit, and rent arises consequently. For looking for alliance rent, enterprises that want to enter the alliance often use resources to influence the process of decision making so that they can get the qualification of alliance and then the potential profit. They compete one another, making their own decisions corresponding to others'. Then rent-seeking game arises. Tullock has developed a method of game theory of deal with rent-dissipation。By testing Stackerberg rent-seeking game, the theory of Tullock can be extended and apply in the analysis of strategic alliance.