Author-Dashan I. The meaning of corporate governance system The corporate governance structure is an institutional arrangement to deal with the principal-agent relationship arising from the separation of ownership and management rights. To improve the corporate governance structure is to standardize the rights and responsibilities of shareholders' meeting, board of directors, board of supervisors and managers in accordance with the requirements of modern enterprise system, and to improve the appointment system of enterprise leaders. The shareholders' meeting decides the members of the board of directors and the board of supervisors, and the board of directors chooses the managers, who use human rights to form a check and balance mechanism among the power institutions, decision-making institutions, supervision institutions and managers. A large number of practices show that many large-scale operating institutions generally adopt the operation mode of separation of ownership and management rights. After the owners of modern enterprises invest resources to form a company, most of them choose to entrust honest and reliable managers with specialized knowledge and skills to take charge of the company's operation. It should be pointed out that when owners entrust management, they usually have to weigh the expected benefits brought by professional management and the entrusted costs and risks brought by inconsistent interests. Therefore, in order to protect the interests of investors, it is necessary to take the form of law, contract and discretion, not only to build a mechanism conducive to the owner's ultimate control of the company, but also to improve the incentive mechanism to encourage managers to create value for shareholders. This is the necessity for modern enterprises to establish a perfect corporate governance structure and mechanism after the separation of ownership and management rights. Second, the composition of modern corporate governance structure The corporate governance structure of modern enterprises consists of four parts: shareholders' meeting, board of directors, board of supervisors and executive organs composed of senior managers. Among them, the shareholders' meeting elects directors to form a board of directors and entrusts their assets to the board of directors for custody; The board of directors is the highest decision-making body of the company and has the right to appoint, reward, punish and dismiss senior management personnel. At the same time, the shareholders' meeting elects supervisors to form a board of supervisors, which is responsible for supervising and inspecting the financial situation and business implementation of the stock market; The executive organization composed of senior managers is responsible for the daily operation of the company within the scope authorized by the board of directors. The corporate governance structure of a joint stock limited company and a limited liability company is basically the same, but the former is more complicated and perfect. Therefore, the following is an example of a company limited by shares. (1) Shareholders and shareholders' meeting. The shareholders of a joint stock limited company are the holders of the company's shares (in the form of equity). Shareholders can be divided into registered shareholders and unregistered shareholders. Registered shareholders refer to shareholders whose names, addresses and personal data are registered on the company's register of shareholders. Unregistered shareholders refer to shareholders who are not registered in the company's register of shareholders. Preferred stock holders who enjoy priority in receiving dividends in peacetime and compensation in liquidation are usually not counted as registered shareholders; Ordinary shareholders become registered shareholders after transferring their shares according to law. Shareholders of a company may be natural persons or legal persons. Shareholders, as owners of the company, shall bear obligations and enjoy rights to the company according to law. Shareholders' obligations are limited to the shares they subscribe for (that is, limited liability limited to the amount of capital contribution). Shareholders' rights are divided into self-interest rights exercised for their own interests and public welfare rights exercised for their own interests and company interests. Self-interest rights include: dividend distribution right, residual property distribution right, new share subscription right, share transfer right, etc. Public welfare rights include: the right to attend the general meeting of shareholders, the right to vote, and the right to request the convening of an extraordinary general meeting of shareholders. Within the company, the exercise of shareholders' rights is generally carried out through the shareholders' meeting. The shareholders' meeting is convened at a specified time or temporarily, which is an organization composed of all shareholders and the highest authority of a joint stock limited company. The rights of the shareholders' meeting are generally clearly stipulated in the laws of various countries, which generally include: the right to listen to the report of the convener of the shareholders' meeting (generally directors and supervisors of the company), the right to consult various reports and lists of the company, and the right to make resolutions on the company's affairs, especially the appointment and removal of directors and the revision of the company's articles of association. Shareholders' meetings are generally divided into ordinary annual meetings and special shareholders' meetings. The annual meeting of ordinary shareholders refers to the general meeting of shareholders that must be held once a year. The general meeting of shareholders is generally organized by the board of directors. Special shareholders' meeting refers to the shareholders' meeting held irregularly between two annual general shareholders' meetings. An extraordinary general meeting of shareholders may be convened by the board of directors, the legal shareholders holding a certain number of shares or the court on their own proposal or the proposal of any director or voting shareholder. The notice of convening a general meeting of shareholders must be in written form and sent to every shareholder with voting rights before the meeting. The shareholders attending the shareholders' meeting must reach a quorum to be considered legal and the resolutions adopted can be effective. (2) Directors and the board of directors. For a company with many shareholders, it is impossible to operate through regular meetings of all shareholders. Therefore, the shareholders' meeting can only discuss the company's affairs, but can't specifically manage the company's affairs, which requires shareholders to elect a few capable representatives to take charge of the company's operation and management through the shareholders' meeting. These people elected by the shareholders' meeting to manage the company on behalf of shareholders are the directors of the company, and the organization they form is the board of directors. In some countries, the company stipulates that a legal person can also serve as a company director, but a natural person with capacity must be appointed as a representative to perform the functions of a director. The laws of various countries generally stipulate that the number of directors is more than three. Third, improve the institutional model and institutional arrangement of the company system. First, the theory of institutional arrangement. Colin, Dean of School of Management, Oxford University, UK? Meyer defines the corporate governance structure as: "an institutional arrangement in which a company represents and serves the interests of its investors." According to this theory, corporate governance structure includes: (1) how to allocate and exercise control rights; (2) How to supervise and evaluate the board of directors, managers and employees; (3) How to design and implement the incentive mechanism. Generally speaking, a good corporate governance structure can make use of the complementarity of these institutional arrangements and choose a structure to reduce agency costs. Second, the theory of interaction. Phlipcochran and StevenLWartick pointed out: "Corporate governance includes specific problems arising from the interaction among the company's senior management, shareholders, board of directors and other relevant stakeholders. The core of corporate governance is: (1) Who benefits from the corporate decisions/actions of senior management? (2) Who should benefit from the decisions/actions of the company's senior management? When there is an inconsistency between the status quo and the should, corporate governance problems will arise. " Third, the theory of organizational structure. Wu Jinglian, an economist in China, thinks: "The so-called corporate governance structure refers to the organizational structure composed of owners, senior managers of the board of directors and senior managers. In this structure, there is a certain balance among the above three. Through this structure, the owners entrust their assets to the board of directors of the company; The board of directors of the company is the highest decision-making body of the company and has the right to appoint, reward, punish and dismiss senior management personnel. Senior management personnel are appointed by the board of directors to form an executive body under the leadership of the board of directors and operate enterprises within the scope authorized by the board of directors. " Fourth, the theory of decision-making mechanism. Oliver. Hart pointed out that as long as the following two conditions exist, an organization will inevitably have corporate governance problems. The first condition is the agency problem, specifically, there are conflicts of interest among members of the organization (possibly owners, managers, workers and consumers); The second condition is that the ambassador agency problem of transaction cost cannot be solved by contract. "The governance structure is regarded as a decision-making mechanism. More precisely, the governance structure allocates the residual control right of the company's non-human capital, that is, the right to use assets. If it is not set in detail in the contract, the governance structure will determine how to use it. " Referring to the definition of corporate governance structure at home and abroad, I think corporate governance structure refers to the organizational system and operating mechanism of shareholders' meeting, board of directors, board of supervisors, managers, employees and other stakeholders in joint-stock enterprises with different organizational forms on the basis of separation of ownership and management rights. From the legal point of view, the corporate governance structure of a company refers to the system of power distribution and checks and balances between corporate organizations stipulated by laws and articles of association to safeguard the interests of shareholders, corporate creditors and the public and ensure the normal and effective operation of the company. Fifth, perfecting the corporate governance structure requires establishing a scientific incentive and supervision mechanism in the institutional arrangement of separation of ownership and management rights. First, the mechanism design should proceed from reality and adapt to the characteristics of the company's industry and scale; Second, incentives and supervision should be properly coordinated. Under different competitive environment and enterprise scale, there are great differences in the configuration requirements of incentive and supervision mechanisms, and different configurations can lead to completely different governance effects. The owners, operators, managers and supervisors of the company perform their respective duties, and only when they are not offside can they form a good operating mechanism and make the enterprise full of vitality. Therefore, in order to effectively establish a sound corporate governance structure and an effective corporate governance mechanism, it is necessary to scientifically allocate the company's control rights. It is necessary to ensure the ultimate control of the shareholders' meeting, and the independent decision-making power of the board of directors and the independent management power of the managers. Members of the board of directors and managers should not overlap too much to ensure that the board of directors is not controlled by managers and can preside over the company's operation and decision-making with the interests of the company and shareholders as the priority; Large companies should also have external directors and independent directors to safeguard the rights and interests of minority shareholders and stakeholders. The employee representatives enter the board of directors and the board of supervisors in accordance with the company law, so that employees can participate in the company's decision-making and supervision in legal form; Safeguard the legitimate rights and interests of employees in decisions involving their economic interests, and so on.