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1.0 Introduction 介绍
公司治理准则是指导和改进公司治理的标准和准则，也是判断公司治理的标准（Villanueva Villar、Rivo-L_Pez和Lago Pe_as，2016）。良好的公司治理需要规范来指导，完善的规范可以促进公司治理的改进（Chen和Yu，2017）。公司治理法作为实施公司治理改革的软法，以其非强制性的特点、内容的优势和实施的灵活性，取得了显著的实施效果（Villanueva Villar、Rivo-L_Pez和Lago Pe_as，2016）。对于那些从事相关研究、学习和工作的人来说，理解公司治理代码是非常必要的。本文首先介绍了公司治理的概念和重要性，其次介绍了公司治理准则的原则及其对现代企业的重要性。Corporate governance code refers to the standards and guidelines for guiding and improving corporate governance, it is also the criteria for judging corporate governance (Villanueva-Villar, Rivo-López and Lago-Peñas, 2016). Good corporate governance requires code to guide and perfect code can promote improvement of corporate governance (Chen and Yu, 2017). Corporate governance code as a soft law to implement corporate governance reform, with its non-mandatory characteristic, the advantages of the content and the flexibility in the implementation, it achieves significant implementation effectiveness (Villanueva-Villar, Rivo-López and Lago-Peñas, 2016). Understanding corporate governance code is very necessary for those who are engaged in relevant research, learning and work. This essay first of all introduces the concept and importance of corporate governance, followed by the principles of corporate governance code and the importance of it to modern enterprises.
2.0 Body 主体
2.1 The concept of corporate governance公司治理的概念
从公司治理的产生和发展来看，公司治理可分为两个层次：狭义公司治理和广义公司治理（Ducasy和Guyot，2017）。狭义公司治理是指所有者（主要是股东）对经营者的监督、制衡，即通过制度安排，合理界定和配置所有者和经营者之间的权利和责任（Abdallah和Ismail，2017）。公司治理的目标是最大限度地提高股东的利益，防止经营者和所有者的利益偏离（Tan、Habibullah和Tan，2017年）。其主要特点是由股东大会、董事会、监事会和管理层组成的公司治理结构的内部治理（刘、张，2017）。广泛的公司治理是指通过一套正式的或非正式的、内部的或外部的系统来协调公司和所有利益相关者（股东、债权人、雇员、潜在投资者等）的利益，以确保公司的科学、有效的决策，并最终维护所有ASP的利益。公司的ECTS（Ararat、Black和Yurtoglu，2017年）。
Considering from the emergence and development of corporate governance, corporate governance can be divided into two levels: narrow corporate governance and broad corporate governance (Ducassy and Guyot, 2017). Narrow corporate governance refers to the supervision, checks and balances of owners (mainly shareholders) towards operators, that is, through a system arrangement to rationally define and configure the rights and responsibilities between owners and operators (Abdallah and Ismail, 2017). The goal of corporate governance is to maximize the interests of shareholders’ and to prevent the deviation from the interests of operators’ and owners’ (Tan, Habibullah and Tan, 2017). Its main feature is the internal governance of corporate governance structure consisted of shareholders' general meeting, the board of directors, the board of supervisors and the management (Liu and Zhang, 2017). Broad corporate governance refers to the coordination of the interests of a company and all stakeholders (shareholders, creditors, employees, potential investors, etc.) through a set of formal or informal, internal or external systems to ensure the company's scientific, effective decision-making, and ultimately to maintain the interests of all aspects of the company (Ararat, Black and Yurtoglu, 2017).
2.2 The importance of corporate governance
2.2.1 Reduce regulatory costs and maintain stakeholders’ interests
In order to safeguard the interests of stakeholders’ and maintain the normal development of an enterprise, the company has to pay a certain cost of supervision, but if the cost of supervision is too high, it will negatively affect the business development, the interests of stakeholders’ will also suffer loss, and good corporate governance on the one hand can reduce agency costs, on the other hand, it also helps to protect the interests of stakeholders’ (Ducassy and Guyot, 2017). The vast majority of successful enterprises have solved two fundamental problems: one is that they can continue to ensure the efficiency and effectiveness of business operations; the other is to continue to ensure that the value added and security of corporate assets (Ducassy and Guyot, 2017).
2.2.2 Respond to market risk
With the intensification of market competition and changes in the living environment of enterprises, in order to continue to operate, enterprises need to continue to improve their competitiveness and ability to control business risks (Tan, Habibullah and Tan, 2017). Relying solely on the traditional accounting control can not cope with business risks that enterprises may face, through corporate governance can carry out effective risk management, that is the only way to effectively improve the ability of enterprises’ to continue to operate.
2.2.3 Encourage staff
The core of corporate governance lies in the establishment of a set of restraint and incentive mechanism (Ducassy and Guyot, 2017). The role of the restraint mechanism is to protect the interests of shareholders’ through the establishment of accountability mechanism. The role of the incentive mechanism is to fundamentally solve the conflicts of interest between executives and the core technical staff of the company, to stimulate the creativity of managers, so that they will create greater value for the company.
2.3 The main principles of good governance under the new “Corporate Governance Code”
The evolution of corporate governance is a process of continuous adjustment of the various responsibilities and powers within a company in order to maintain the interests of the stakeholders’ through the checks and balances of the various powers to ensure the scientific nature of the management decision (Villanueva-Villar, Rivo-López and Lago-Peñas, 2016).The newly published corporate governance code of all countries has mainly embodied the following main principles (Tariq and Abbas, 2013).
2.3.1 Leadership
A company should be led by an effective board of directors, which is collectively responsible for the company's long-term success. It should clearly divide the responsibilities between the head of the company about the company's operations. No one should have an unconstrained power of decision. The chairman of the board is responsible for the board of directors to ensure the effectiveness of the board (Zabri, Ahmad and Wah, 2016).
2.3.2 Effectiveness
The board and its committees should properly balance the company's skills, experience, independence and knowledge to enable it to perform its duties effectively. There should be a formal, rigorous and transparent procedure to appoint a new board of directors. All directors should have sufficient time to perform their duties effectively for the company. All directors should join the board and regularly update and refresh their skills and knowledge. The board of directors shall promptly provide information with proper form and quality to perform its duties (Tariq and Abbas, 2013).
2.3.3 Accountability
The board of directors should conduct a fair, balanced, understandable evaluation on the company's prospects. The Board is responsible for defining the nature and extent of the major risks that it will take to achieve its strategic objectives. The board should maintain a sound risk management and internal control system (Tariq and Abbas, 2013).
2.3.4 Remuneration
There should be stretched, transparent and rigorously applied performance-related elements. The formulation of administrative policies should have a formal and transparent procedural remuneration to determine the remuneration of individual directors. No director should have the power to decide its own reward (Zabri, Ahmad and Wah, 2016).
2.3.5 Relations with shareholders
It is the responsibility of the board of directors to ensure a satisfactory dialogue with the shareholders. The board of directors should make use of the shareholders' meeting to communicate with the investors and encourage them to participate (Zabri, Ahmad and Wah, 2016).
2.4 Characteristics of the new “Corporate Governance Code” and the importance for modern corporate governance
2.4.1 Encourage enterprises to identify problems early
The "Code" is a useful addition to the current company law (Tariq and Abbas, 2013). Because the supervision of the company law on corporate governance to a large extent can only be the hindsight of supervision. Moreover, such ex-post supervision often leads to a great deal of time, manpower, material and financial resources that are costly in the protracted proceedings, and it is difficult to balance the interests of all parties. Therefore, the purpose of the introduction of this "Code" is to provide a guiding framework for corporate governance, and guide a company to carry out more self-management, taking timely measures when the signs expose and encouraging shareholders and leaders to communicate, cooperate with each other to actively respond to a problem (Zabri, Ahmad and Wah, 2016). Rather than in the late 1980s and the early 1990s that, because there was no early detection of management problems in many companies, which led to collapse to cause a series of domino effect, which even triggered financial shocks and public trust crisis (Chen and Yu, 2017). Therefore, the "Code" is a useful complement to the current company law. |
