加拿大留学作业范文指导

本文主要内容
 

1.0 执行概要 2

2.0 前言 2

3.0 董事会的组成 3

3.10 文献综述 3

3.20 董事会的具体构成 4

3.30 董事会的具体分析 6

4.0 所需的技能 6

4.01 执行董事和非执行董事的区别 7

4.02 执行董事和非执行董事的职责 7

4.03 执行董事和非执行董事 8

5.0 完善内部制衡机制 8

6.0 开发了非执行董事系统 9

7.0 强调市场机制对公司治理的影响 10

8.0 结论 10

9.0 参考 11
 

1.0 执行概要
 

在股东会议上，董事会不仅扮演着经纪人的角色,同时也是管理者的主体。董事会在公司治理结构中起着非常重要的作用,它已经成为公司治理结构的核心组件。董事会的构成直接决定一个企业能够有效发挥董事会的作用,因此选择合理的董事会模式，不仅可以保护股东的利益,同时也具有促进企业长期发展的战略意义。此外,建立一个标准的、独立的、结构合理的、富有效率的董事会是完善公司治理结构的重要内容。
 

Table of Contents
 

1.0 Executive summary. 2

2.0 Introduction. 2

3.0 The composition of the board of directors. 3

3.10 Literature Review.. 3

3.20 The specific composition of the board of directors. 4

3.30 The specific analysis of the board of directors. 6

4.0 skill sets needed of directors. 6

4.01 The difference between executive directors and non-executive directors. 7

4.02 The duties of executive directors and non-executive directors. 7

4.03 The combination of executive directors and non-executive directors. 8

5.0 Perfect internal checks and balances mechanism.. 8

6.0 Developed non-executive director system.. 9

7.0 Emphasis the market mechanism effects on corporate governance. 10

8.0 Conclusion. 10

9.0 Reference list 11
 

1.0 Executive summary
 

The board of directors not only plays the agent of shareholders' meeting, but also plays the principal of managers. Then the board of directors plays very important position in the company governance structure and it has become the core component of the corporate governance structure. The composition of the board of directors in an enterprise directly decides effective play of function of the board of directors, so choosing rational the board of directors’ mode not only protect the interests of the shareholders, but also has strategic significance for the long-term development of enterprise. In addition, establishing a standard, independent, reasonable structure, the rich efficiency of the board of directors is the important content to perfect corporate governance structure.
 

In this article, we will critically discuss the effective make up of a board of directors, include in your answer the number of non executive directors, skill sets needed, experience etc that would be necessary for effective governance (Maria, 2008).
 

2.0 Introduction
 

On December 6, 2011，the third party commission which appointed by Olympus published final survey results about Olympus false, the results show that in the late 1990 s, Olympus company lost nearly 135 billion yen ($1.74 billion) because of speculative investment. However, the top tried to t cover up the fact through the complex transactions. Since the Olympus scandal in 2010 Japan’s corporate governance system has come under increased scrutiny. Japan was downgraded in a survey of corporate governance in Asia on Wednesday after a move to require companies to appoint at least one independent director was squashed (Reuters Wednesday 19th September 2012).
 

The so-called corporate governance structure refers to the power and responsibility arrangement of institution distributions in companies (Daily, Dalton and Rajagopalan, 2003). It includes two contents: how to divide the company’s power; how to distribute these powers into company’s organizations (Hermalin, 2005). The goal is to clearly determine the rights, responsibilities, interests and the relationship between checks and balances among the shareholders, the board of directors and managers. According to the difference in investors exercising power, the corporate governance structure can be divided into external control mode and internal control model two kinds (Bebchuk, Cohen and Ferrell, 2009). The United States and Britain are the representatives about external control mode of corporate governance structure and also known as the common law type company governance structure. Germany and Japan are representatives of internal control model of corporate governance structure (Gompers, Ishii and Metrick. 2003). The main characteristic of this kind of mode is that company's equity is relatively concentrated. Especially there exists the phenomenon of cross shareholdings and bank holding a large proportion of the shares and smaller dependence on stock market.
 

British’s board of directors is a single board of directors system. The board of directors’ as a key subject of corporate governance effectiveness becomes a key of success or failure in corporate governance, and board independence is playing its effectiveness of prerequisites. In Britain, the corporate governance structure about board of directors has specific provision. Cadbury report in 1992 the first time put forward that one person must not take charge both CEO and chairman of the board of directors. More than half board of directors must be hold by non-executive directors who do not participate in daily management work. These rules suggest that corporation should differentiate high power, encourage shareholding make operation decision and make effective supervision behaviors of management independent on managers. Higgs committee in 2003 unfold investigation research specialized non-executive role and effectiveness, in addition to again emphasize two hats separation, the report further emphasize the duty and authority about non-executive director.
 

3.0 The composition of the board of directors
 

3.10 Literature Review

According to the director's independence size and whether it is directly involved in the company’s top management, the composition of board of directors can be divided into the executive director and the executive director. So far, there are many scholars have made in-depth study the composition of the board of directors of the problem. Baysinger has studied from an empirical perspective and the results found that the proportion of the executive director and the enterprise research and development spending exist positive relationship (Baysinger and Hoskisson, 1990). Zhara’s study found: the executive director’s proportion and entrepreneurial innovation activities exist an inverse relationship. Tricker points out that governance is the work of the board of director (Tricker, 1994). However, management is managers’ things. Putting the board of directors as a circle and put it into the top of the management system. The main task of the board of directors is engaged in corporate governance but management system is a level type and it mainly is engaged in business management.
 

3.20 The specific composition of the board of directors

According to above analysis about the members of the board of directors and management personnel relationship (Andres and Javier, 2000), there are four kinds of board composition: the first type is that all of the board of directors is made up by executive directors; the second type is that the board of directors is mainly constituted by the executive directors; the third type is that the board of directors is mainly constituted by the executive directors (Calabrò, Di Carlo and Ranalli, 2009); the fourth type is a double layer structure, namely, the board of directors and management does not have a cross and overlap, no one is both directors and management personnel.
 

The above four types also can find its prototype in reality: the first type is corresponding to many small companies, family company and group company internal subsidiary corporate board of directors structure; the typical of the second type is Japanese company, almost all of the board of directors are made up by the executive director composition (Ran, Matsusaka and Oguzhan, 2010); the typical of the third type is the United States company’s board of directors, non-executive directors account for the vast majority; the typical of the fourth type is the German company’s board of supervisors which is equivalent to the board of directors in other countries and senior management personnel cannot concurrently work as a supervisor.
 

Different countries’ board of directors structure also appear very big difference, a very important reason is the difference of the law and system. As America’s rules and regulations, in the board of directors of the listed company, they must set up compensation committee, director of the nomination committee and the audit committee, directors of these committees must be or is basically independent directors. Other countries do not have so strict rules, which from the regulation, makes the proportion of non-executive directors of listed company in the United States is much higher than other countries (Gilson, 2001).
 

And if having such laws and regulations is related to the degree of emphasis on the board of directors’ independence and other stakeholders in corporate governance. Such as the company law of the United States particularly emphasis independence of the board of directors and the loyalty to the interest of shareholder, which caused the board of directors which put non-executive directors and stakeholders’ interests in a leading role; Germany and Japan emphasize the labor relations coordination and importance of other stakeholders, employees, creditors and other stakeholders have its representative in the board of directors. Especially, German also uses law to carry out cooperation decision-making (Johanna, 2012).