How Does A Good Corporate Governance Mechanism Come Into Being?

The establishment of corporate governance mechanism is essentially a game process among different stakeholders.

From the perspective of the history of the development of world enterprises, since 1602, the world's first Shares Since the establishment of Dutch East India Co, the evolution of corporate governance is inseparable from disputes and conflicts between shareholders, shareholders and managers. The concept of corporate governance is also a legal concept originated from disputes between shareholders and shareholders' accusation against their interests by managers. The inevitable differences, disputes and conflicts in the course of the development of the company have become the forerunner of the evolution of the corporate governance system.

In fact, the Nobel prize in economics, which was awarded by Ronald Kos in 1937, has been pointed out in his pioneering work entitled "the nature of enterprises". The reason for the existence of an enterprise is that it can replace the market for organizing, configuring and managing various production resources, thereby saving transaction costs and improving the efficiency and effectiveness of the use and transformation of various resources. The root of this resource efficiency and effectiveness lies in the fact that an enterprise has an authority that can effectively allocate resources. It can organize and operate various production and operation factors in a more efficient way than market transactions.

Therefore, we can say that the essence of business operation is to dominate all production resources and elements related to business operation by authoritative way. The competition among enterprises is essentially the competition between the competence and efficiency level of different corporate authorities in the organization and utilization of resources.

Any factor of production, no matter who owned it before, once entered the enterprise in some way, means that all the elements of the original factor give the authority of the use of the elements to the authority of the enterprise organization. Therefore, when enterprises have the power to dispute and conflict with the power of managing and managing the resources of enterprises, it means that the most fundamental crisis is the crisis of the enterprise has the final say.

Because the authority obeys the system is the fundamental place where an enterprise can exist and operate effectively, therefore, in the process of enterprise development, all internal conflicts and conflicts are essentially in order to form a stable authority obedience system in the enterprise. Moreover, in the early stage of the development of an enterprise, it is usually "hit". Therefore, for more than six years, such as Huatu testing, which has been officially listed for more than two years, and has just experienced the running in of the two board of directors (independent director has been changing), and the shareholder structure is still relatively scattered, and the enterprise authority system has not really formed, the conflict and internal struggle between shareholders has become an inevitable inevitable event. In fact, it also warned of the existence of the risk in its prospectus at the time of IPO: "the company still has the risk of controlling the risks that may be caused by the relatively dispersed ownership, and to some extent, it will reduce the risk of major shareholders' decisions on major matters."

It is precisely because of the inherent requirements of the enterprise, that is, the existence of an authoritative system and the characteristics of the stock company, that is, the economic organization composed of multi stakeholders, the conflict between them is inevitable and even necessary in the formation process of the corporate governance mechanism. If we can go through a costly internal fight, enterprises will become healthy, stable and effective internal authority. On the contrary, enterprises will be badly hurt or even destroyed. Therefore, if we can safely grasp, resolve the internal fighting and conflict, and thus form a good governance mechanism, it will bring more long-term prosperity for the company, so that every shareholder will benefit from it. {page_break}

　 Transforming "danger" into "machine" and heading for good corporate governance

In fact, carefully observe China Private enterprise Almost all enterprises encountered more or less similar situations with Chinese testing in the early stage of their development. Far like Lenovo's "Ni Liu dispute", HUAWEI's "Ren Li conflict", nearly like Gome's "Chen Huang war", as well as NVC, real Kung Fu and other shareholder wars, all of which have resulted in a "multi authority" situation in the course of the development of enterprises. To sum up the experience of these enterprises, enterprises that can survive and grow in the future are all enterprises that successfully break through the "authoritative crisis" after a lot of authoritative situations emerge. Especially under the cultural background of "the rule of man" in China, the formation and stability of "authoritative obedience" system is more important.

How can we grasp and resolve these internal conflicts and conflicts so as to form a good governance mechanism? I think we should start from the following two aspects and conduct a useful exploration.

　　 Through the construction of system and mechanism, we should establish a mechanism for preventing and resolving conflicts.

In fact, from the change of the three directors and executives of the board, the "twenty thousand" side is prepared for this. For example, before IPO, "twenty thousand" defined itself as "concerted action". Therefore, even if Guo Bing himself is the largest single natural shareholder, even if "two Guo" shares and "twenty thousand" are evenly matched, but because "two Guo" is not "concerted action", in all previous board nominations and the nomination of senior candidates, "twenty thousand" firmly occupy the initiative. The only "two Guo" successful block on "twenty thousand" was at the shareholders' meeting in 2011. Because Guo Bing voted down, the motion on Amending the articles of association did not pass the vote.

In the "Xu Shuaijun appointment storm" that led to the conflict, the "twenty thousand" side is also step-by-step, always occupying the initiative of "jurisprudence". Looking at the announcement of all board meetings and shareholders' meetings since the launch of China test, we can see that from the first to the third session of the board of directors, Xu Shuaijun has completed the progressive process from the independent director, the president and the director of the board of directors respectively, while Guo Bing, from the earliest director of the board of directors, has successively retired as the executive vice president and the pure director of the board, thus being completely out of business. It is worth pondering that in the process of Xu Shuaijun's rising and declining two countries, we saw that all the board of Directors voted in favour of Xu Shuaijun's performance evaluation (President's work report consideration), appointment of appointments, stock appreciation rights, and the debate on the award of stock options for the former chief executive of the newly promoted vice president before the storm broke out. Two Guo voted for it. So, when the storm broke out, Guo Guo again questioned Xu Shuaijun and the vice president of Xu's "performance and ability" when he appeared very pale. Question: if you have doubts about its performance and capabilities, why did the previous chief executive's report and deliberation not oppose or abstain from his appointment? Why do you still have his right to value added?

At the same time, we also note that the board of directors, which is responsible for assessing the competence and competence of directors and executives, is also a member of the board. Pay In the assessment committee, there was always only Vanward supporting his independent director, and the figure of two Guo never appeared. Moreover, the board of directors of the company has not set up a "governance and nomination committee". The nomination of directors and presidents is more personal. {page_break}

If you want to take the initiative or effectively protect your rights and interests in the course of the formation of the authority system, how can you arrange the ownership structure properly? Do you need to consider your own "consistent action" before you start the company? Is it necessary for you to enter into shareholder agreements to agree on some important matters before you start the IPO? Are you supposed to enter the management? If you quit, when will you quit and how to quit? When you agree on the articles of association, when you agree on the articles of association, what authority do you want to give to the shareholders' meeting? What are the functions and powers of the board of directors? What are the functions and powers of the board of directors? How many Specialized Committee do you have to set up? What committee do you require to enter? When you consider the board's work report as a shareholder, therefore Director Will you choose to speak out your doubts when you review the report of the CEO and the important performance certificates such as stock options and stock appreciation rights?

　 More important than perfecting the system is "winning the hearts of the people".

Although the "institutional solution" looks very beautiful, it is not as natural as it seems to make the ideal come true. As Shen Zhengning, managing director of Qingyun venture capital, regrets, "the law can only solve the problem outside of human relationships, and then the rigorous corporate governance structure can not solve the core problem -- the mind of a human being." if a person is willing to work hard and break a pot, it will destroy the other party even if the net is broken. Therefore, even if you start to become the "authority" of the enterprise at the very beginning, you should pay more attention to how to accomplish this transformation as smoothly as possible and try to settle the hearts of other founding shareholders. In this sense, wisdom and reason are needed.

From the case of Chinese test and its public information and information, it seems that the "twenty thousand party" as the leading power transfer does not seem to have fully and effectively communicated with the "two Guo" in advance of the nomination and appointment of the president, and the pace has been very great, and "two Guo" has been eliminated from the "operation level" at once. Similarly, Xu Shuaijun, President of the board of directors who wanted to enter the board of directors, as a long standing "50 year" manager, did not attend the meeting at the board of directors to consider appointing himself as president. Instead, he commissioned others to express his opinions. At the same time, as president, he did not intend to nominate "two Guo" when he was nominated as vice president in accordance with the articles of association of the company. He also had no prior communication and communication with "two Guo" as an important shareholder. He felt that he had to rely on the strong support of "twenty thousand" to make the appointment. It is unavoidable for uninformed investors to have "not mature with age" or "conjecture for twenty thousand".

Therefore, we would think that if the same "twenty thousand" as the founding shareholder and director can have more, more fully and more skills in advance with "two Guo". Communicate And consultations include making some necessary transfers of interests; if "twenty thousand" and Xu Shuaijun can show more respect for "two Guo", if the three party can more "fall" rational communication and communication; if the whole process of change can be less abrupt and intense; if the independent directors of Chinese testing and testing can truly show "independence" and inject more consultation and rationality into the transformation process of the "authoritative" system, they can play more balanced, coordinated and positive role; Will the development of the whole thing be more stable?