A Study on Corporate Governance and Internal Control in China

• Main Authors: Fang Li-Wei, 方立維
• Other Authors: J.D. Spenser Y. Hor
• Format: Others
• Language: zh-TW
• Published: 2005
• Online Access: http://ndltd.ncl.edu.tw/handle/20400365157893230416

碩士 === 中國文化大學 === 法律學研究所 === 94 === Due to the historical reason of socialism, many enterprises in China stemmed from the state-owned enterprises. In 2000, China commenced a series of innovations for corporate governance. In the circumstances of more international investments, as well as under the influence of an open-market economic system, the promotion of securities market and enhancement of corporate governance have been regarded as important issues by General Office of State Council. The Company Law and Securities Law promulgated in October 2005 were amended according to the aforesaid rule. In consideration of separation of powers, the development of corporate governance in China, compared to the one in developed countries, is more focused on the structure of corporate governance and the relationships among the shareholders, the board of directors, the supervisory committee and the high level officers. The development of corporate governance in China lacks of the internal governance structure. The governance structure may not resolve all questions relating to the corporate governance. China, at present, urgently needs to establish an environment with legal and effective corporate governance structure, and the competent authorities will have to set up complete policies that surpass the current structure. This thesis mainly analyzed the internal control of corporate governance of the listed Chinese companies, in which includes (1) the part of shareholders and the shareholder meeting contains the protection for shareholder rights and the norm for the shareholder meeting; (2) the part of directors and director board meeting contains the directors’ obligation, the independent directors and the norm of the board of directors; (3) the business information disclosure; (4) the part of supervisors and supervisor meeting contains their composition, obligation and the rule for supervisor meeting; (5) the appraisal of the listed company performance and internal employee control; and (6) the structure of the amended Company Law and Securities Law. The above sections analyze the current corporate governance in China. After Procomp Informatics Ltd. case, the Taiwan Financial Supervisory Commission commenced to pay attention to the issue of corporate governance and internal control and encouraged the principle of voluntary corporate governance rather than compulsory enforcement by the Securities and Exchange Law. Noticing the recent economical and marketing development in China, the scale between capital and financial market is with discrepancy. This discrepancy leads us to reconsider the corporate governance problems in China. As Taiwan and China stem from the same race and use the same language, the enhancement of corporate governance is necessary. The commercial relations between Taiwan and China in the future will be tighter, and we shall observe the corporate governance development in China.