How SMEs establish and improve the corporate governance structure（中小企业如何建立和完善公司治理结构）.doc

How SMEs establish and improve the corporate governance structure REVIEW Papers : SMEs are small, most industrial production of seasonal, cyclical strong, big turnover. Solutions to these problems and suggestions. Paper Keywords: SME, corporate governance, strategy SMEs plays a very important role in the national economy. At present, business registration of SMEs accounted for 99% of the total registered enterprises. SMEs in industrial output value, sales revenue, profits and taxes accounted for 60% of the total, respectively, 57% and 40%; circulation SMEs account for more than 90% of the retail outlets; SMEs provide about 75 percent of urban employment opportunities. But generally do not attach importance to Chinas SMEs on corporate governance, which has become an obstacle for SMEs to grow and develop our country. So, how SMEs establish a sound corporate governance structure problem we have to face become. A status of internal corporate governance of SMEs due to the dominance of the ownership structure 1.1-led governance Most of these companies to join the family business together, so entrepreneurs tend to own businesses maintained a considerable control. Its ownership structure is bound to dominance in order to ensure its control of the enterprise. Enterprises in the early stage of development due to the limited range of small-scale business and other reasons can implement effective control! Entrepreneurial intuition and experience of private entrepreneurs will be able to open up a field of their own independent, capable Zhichang achieve. Therefore, dominance has its unique advantages in the SME start-up phase. Decision mode: Multi individual decisions or household decisions based decision-making to ensure that the $ this enterprise in the face of a complex environment can maintain a high degree of flexibility in $ but the possibility of failure of the decision to increase $ this highly centralized decision-making mechanism ! In the early days of high efficiency! However, when the business scale is growing! their overall quality is not complete! lack of collective decision-making mechanism! especially interfere with ones weakness when wrong decisions! Decision venture greatly $ scientific and business decision-making scale often conflict with family management mode $ Leadership structure: the family business, general manager of the company and chairman of the board often set to a person, business is controlled by a strong leader. Theorists on the board leadership structure, namely the chairman and general manager of the two posts should serve any discussion or a lot of points, also have their own advantages and disadvantages. Family business together not only two jobs any countermeasures, and will for a long period of time by one person, as is often the business owners. In general, weak governance mechanisms outside China, under the system of private SMEs in particular, the uncertainty facing the large, general manager and co-chairman of any two jobs should be a better choice. However, with the continuous development and growth, two jobs and any disadvantage is revealed. Internal control: the state-owned listed company insider control strong manager weak shareholder structure is different, the family-owned small and medium enterprises internal control performance for large shareholders occupy the interests of small shareholders. SMEs, due capable Zhichang quite common, easy to form a internal control free Thesis. In the internal control of the enterprise, decision-making power to control the transfer of information to the people, will weaken the minority shareholders of the business decisions of intervention, resulting in corporate decision-making by the enterprise economic goals shifted to major shareholder economic goals. Although the internal control in a sense it is possible to improve the operating efficiency of enterprises! But this was contrary to the principle of the OECD. Successors Risk:! In the real economy, private enterprise take over the risk of the total to be a big bucket of enterprise development. Not yet in professional managers to run the family business, the risk of their successors is very prominent. As president of a natural person, illness and death is a natural law. Hotshots Zhichang will inevitably lead to serious dependence on an individual enterprise, the successor to the risk of a business development in the large bucket. Thus, the real economy, we often see a lot of private enterprises are often difficult to escape the generation of entrepreneurs, the second generation of Conservative, three generations of the decline, the law. Therefore, the internal management model family in the early development of enterprises have a certain rationality countermeasures, but it will also increasingly become shackles further development of enterprises. External governance mechanism and external governance mechanism, also known as 1.2 SME market control mechanisms, including product market, manager market, stock market and M & A market. For most unlisted SMEs, the stock market this external governance mechanism vacant. Chinas existing very lacking professional manager market, and most SMEs still family management, is not managed by professional managers, therefore, the external governance mechanism professional manager market for SMEs, it can be said It is vacant. Market: If the product market is sufficiently competitive, so production business operators will be under pressure from the market, and this pressure will work hard to produce power. Visible, product market can be effectively bound by Operators. The foregoing analysis, intense SMEs to enter the industry product market competition, market structure close to perfect competition or monopolistic competition. Therefore, SMEs, product market can significantly put pressure on the operators to achieve the effect of the constraint operator behavior. M & A market: also known as the control configuration. External policy environment for corporate control is considered an effective means to compete as a constraint operator behavior. Control of the fierce market competition to all companies not only put at risk the potential to take over! And also on the companys formation of a strong deterrent, the risk of opportunistic behavior or because of poor performance have been replaced at any time exists. For SMEs, small scale due to the company assets, more likely to be taken over or merge other companies. Therefore, countermeasures for small and medium enterprises, mergers and acquisitions market is also a companys strong mechanism constraints. Two corporate governance since the early nineteen thirties and Meon American scholars Bailey put forward the concept of corporate governance since many scholars from different angles on the corporate governance structure of the study, the formation of a variety of company governance structure theory. One of the most classic sense of the separation of ownership theory, agency theory, stakeholder theory, the close links between the three complement each other, thereby forming the main theoretical framework of corporate governance. (1) separation of ownership theory. That is the theory of the separation of ownership and control of the company ownership separation theory. This theory, with the shares of the company resulting from the generation, is a description of the main features of the company shares. Under this partnership proprietorships or walk back and forth the traditional enterprise system, ownership and control of enterprises is one of the dynamic mechanism of management of all enterprises have been a good solution, but the shares of the company in such a modern enterprise system, ownership and control are separated, then the power of enterprise management has become a major problem. Early recognition of this problem is Adam. Smith, Smith study the nature and causes of the Wealth of Nations in its classic economics are discussed in this issue, in his view, the shares of the company is due to poor management of non-owners engaged in the management, That is under the condition of separation of ownership, the company entrusted with the management of directors is as impossible as to safeguard their own interests to safeguard the interests of the owners. Sri Lanka closely in the fundamental characteristics of shares of the company and the main problem, and he solved the problem of the separation of ownership and pessimistic understanding is due to the limitations of historical development. Veblen published in 1924, theory of the firm, a book of the twentieth century economic theory both parties earlier in the separation of ownership and control issues research works. And Smiths pessimism opposite. Veblen is right in favor of the separation of ownership and control countermeasure clamor were that this separation is efficient. Veblen called the entrepreneurs of various types of economic engineer Thesis free. He believes pass into the separation of ownership and control engineers to improve the technical efficiency of the economy to increase output. Bailey and 米恩德 studies show that the late twenties of the twentieth century, the operator control has become a phenomenon observed in large numbers. Their study is the introduction: the late twenties of the twentieth century, the control of modern large-scale enterprises has been inevitable from the hands of the owner of such assets transferred into the operators hands, Chandlers research shows that, to the 1960s 1980s, operator control of the business from the owner has been basically completed the transfer process operators, some of the major sectors in the United States, the manager of the company has become the standard formula in the form of modern industrial and commercial enterprises. (2) agency theory. Hyundai is the fundamental characteristic of the separation of ownership and control. Although the companys shareholder investors, but they are not directly engaged in enterprise management, the operator entrusted owners do business in the principal mandate, risk management behavior by its owner as a principal to bear This presents an example of how an agent to have their own independent interests to safeguard interests of the client, which is the principal-agent theory analysis study. The basic idea of principal-agent theory is: the principal shareholder of the company is the company owner, both referred to the agency theory, the operator is an agent. Agents are self-interested brokers, the company owner has a different objective function, with opportunistic tendencies. So the central issue of corporate governance is to solve the agency problem of how to protect the interests of a problem for an agent to the principal. In particular, it is how to establish an effective incentive mechanism countermeasure constraints, prompting operators to maximize the interests of the owner of the service. (3) stakeholder theory. Defects principal-agent theory is that the company owned by investors all born, which excludes the companys other stakeholders qualified to play the principal. Stakeholder theory suggests that the company is a combination of various inputs, shareholders merely capital providers, in addition, suppliers, customers, lenders, especially the employees of the companies have made a special specialized investment companies the impact on their business and the impact on shareholders, they should also enjoy the governance of the company, stakeholders make up the principal-agent theory about the principal defect eligibility is limited to shareholders, which makes the theoretical system of corporate governance structure more perfect. Blair is a strong advocate of stakeholders into the corporate governance, according to Blairs point of view, the company should recognize stakeholder ownership and absorption stakeholders in corporate governance, Porter also made claims similar to this that should encourage long-term employee ownership The Board encourages companies with broader representation should be given to major customers, suppliers, financial consultants, staff and community representatives on the board say, Zhang Weiying believes that stakeholder participation in corporate governance or not to participate in corporate governance under what circumstances should depending on the business status may be. Improve the corporate governance structure of the Small and Medium Enterprises 3.1 Measures to improve the legal regulation of corporate governance from SMEs operating mechanism of corporate governance analysis, corporate governance can be seen as a decision on the initial contract does not specifically question the institutional arrangements or system design. Therefore, the foundation of corporate governance is contractual governance, unified corporate autonomy and rule of law. Perfect the Company Law, Securities Law as the core of the legal regulation will not only help establish and improve the internal governance structure of SMEs, but also help to optimize the management of their external environment, make up charter contracts, market, cultural and other unofficial limitations of the system of corporate governance role of SMEs, to promote corporate governance mechanism operates effectively. SMEs in China has entered a corporate governance rule-based stage of development, and has initially established a legal system of corporate governance: such as corporate law, securities law, SME Promotion Law, Administrative Procedure Law, civil law, criminal law, bankruptcy law and some relevant judicial interpretation. But such legislation in regulation of corporate governance for SMEs still flawed. As Chinas first special legislation on SMEs - SME Promotion Law, the law in legal form for SME development has laid a foundation, marking the country in SME development has embarked on a standardization and legal track. However, with the SME Promotion Law, the gradual deepening of the implementation of this law texts defects quickly exposed. Policy guidance, such as light weight legally enforceable, the lack of substantive and operational provisions, may appeal not strong - not directly assigned to the basic rights of small and medium enterprises and other legal proceedings. Therefore, the implementation of the law and no substantial changes in the external environment for SMEs governance, such as the service system for SMEs, credit guarantee system is slow and the financing difficulties of SMEs is still the biggest problem restricting the development of SMEs and so on. Another example is the Company Law, through mandatory, clear and standardized the powers, duties and responsibilities of the companys organization and the relationship of mutual restraint between them - this is the int