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Corporate Governance on the rational choice

Abstract Corporate governance is about building an effective mechanism for solving agency problems, countries in the choice of monitoring systems need to consider internal and external governance mechanisms of the system, so that the two combine, complement each other. In this paper, the United States, Germany, Japan and supervision model comparison, that strengthening the supervision system of China should be fully learn from the German experience, from the substantial strengthening of supervisors. This is the rational choice of corporate governance. First, the nature of corporate governance, corporate governance task is an effective solution to agency problems, to maximize the value for the enterprise open road. Scholars from various countries on corporate governance research has focused on internal corporate governance structure. Weiying that, in essence, corporate governance arrangements in the property rights system based on control. Corporate governance, residual claims and control should be done to achieve the greatest degree of match. Residual current residual claim or claims of economic benefits is the right of return relative to the contract terms, is the enterprise's total income minus all fixed lease payments (such as raw material costs, fixed wages, interest, etc.) the balance of the claim. Business residual claimants of the enterprise risk, because the remaining is uncertain, there is no guarantee, without pay to perform before a fixed contract, the remaining claimants is nothing to gain, the company owner of the property ownership is no doubt should have a residual claim. Managers from the perspective of incentives, if part of the enterprise managers also have a residual claim, it could shake the remaining commercial property owners obtain the dominant position. The residual rights of control, also known as control, refer to matters not provided the deeds in the decision-making power. The one hand, the incompleteness of the contract and the business environment of uncertainty, investors can not provide for specific economic activities, managers have only decision-making power, but often the implementation of decentralization, leaving only the final choice of the power of managers; other hand, from efficiency perspective,[link widoczny dla zalogowanych], if the decisions on matters left undecided investors, the decision will have a high cost, it may not be able to agree, is bound to greatly affect the decision-making efficiency. Therefore, the enterprise is actually the residual control by management to grasp. Modern enterprise is an indisputable fact that separation of ownership and control has, at least the main body of residual claims and control have been isolated. Professor Zhang Weiying refers to the maximum residual claim and control over the degree of match can only be understood from the perspective of management incentives, which is actually a proxy issue is resolved, residual claim to the appropriate managers to help manage who use control over the development of best management decision-making, to promote enterprise value maximization. Integrity of corporate governance, including internal governance and external governance. External governance, including product / factor market, market manager, capital markets, financial the market and control markets. Lin Yifu, external governance mechanisms that regulate the company running the company plays a more important role, with a fully competitive market mechanisms, governance structure within the company only in the external governance mechanism derived on the basis of institutional arrangements, played on the external governance complement and protect the role of relevant stakeholders. Visible corporate governance is a complicated systematic project, the goal is to solve the agency problem, in essence, is to establish an effective mechanism to solve the agency problem, one constraint mechanism Professor Justin Yifu Lin is described in corporate governance, external governance is actually the external constraints, in addition to there are internal constraints, that is, within the structure of corporate governance checks and balances, the purpose is to increase the restraint mechanism violation costs, reduce management's convergence of utility functions, reducing the possibility of agency problems arise; Third, oversight mechanisms, the purpose of business if there is a prosecutorial agency problem; fourth correction mechanism is timely and efficient processing and correct agency problems have emerged. Second, the United States, Germany and Japan compared supervision model is the large system of corporate governance, external governance also include both internal governance, covering both the national and even international macroeconomic environment is also involved in micro enterprise environment, and therefore, in evaluating a mode of corporate governance also must have a system point of view, can not only see but not within, but only on macro-micro is not heavy. The United States has the most developed external governance mechanisms, can reduce agency costs on the macro, so the internal implementation of the governance structure of single-layer system (ie, only the board of directors under the Shareholders, there is no separate oversight body), with its reasonable , because you can reduce the cost of internal oversight. Dispersed ownership structure in the U.S., a single shareholder has control of the company is difficult, therefore, often in a U.S. public company status of internal control. In order to reduce the internal control, the United States to introduce independent directors on the board, to perform oversight functions, also act as an expert advisory role. In the U.S. companies, although the directors elected by shareholders, but the company's senior management and inside directors can have an impact on the nomination of directors. Independent directors are truly independent, is a real problem, the Enron scandal is an example. Moreover, independent directors are in the Board within closely related to their interests and the entire board, and often several roles, and therefore, monitoring the effectiveness of independent directors is weak, but strong external governance of the United States can make up the major flaw . Compared with the United States, Germany, external governance is weak, not at the macro effectively reduce agency costs. German companies are more focused on the one hand, equity, prone to authoritarian control of major shareholders; other banks holding, all shareholders are also more stable, so they have incentive to exercise supervision, restricted the dictatorial control of major shareholders. Therefore, the implementation of the German two-tier system at the micro management structure, that is, shareholders elected the board of supervisors of supervisors and workers on behalf of donors on behalf of each half (the German trade union representatives to the Board of Supervisors is a major feature of corporate governance), and the number of the board of supervisors are often In the 20 or so, such a system arrangement undoubtedly the major shareholder can effectively restrict the authoritarian control. Another feature of German corporate governance is the appointment of Management Committee Supervisory Board, Management Board has made a major decision to be approved by the Board of Supervisors. This ensures that the board of supervisors in a detached position, and have real power, and therefore, can effectively supervise and promptly amend manager agency problems arise, from the microscopic to reduce agency costs, to make up for lack of external governance. The United States and Germany's corporate governance on the contrary, it can be said other than the United States is mainly within the secondary; mainly within Germany, supplemented by outside, inside and outside the two modes are combined, it played a more effective The treatment effect. Compared with the governance model of virtue, the Japanese model of corporate governance can be said that a compromise model in which binary system model, the Board and the Board of Supervisors is parallel to the body. We all think that Japan's Board of Supervisors did not implement effective supervision, the fundamental reason is that control of the company board of directors, and supervisors and the nomination and appointment by the Board of Directors, Board of Supervisors became the Board of Directors that is actually subordinate agencies, of course, can not be effectively supervised. Since the US-Japan economic ties between the two countries are extremely close political, commercial law reform in Japan in 2002 introduced the independent director system to allow Japanese companies in the two independent directors and board of supervisors in the exclusive choice of one. In fact, Japan's external governance can not be compared with the United States, at the micro itself, if they chose, followed by supervisory capacity than the independent directors of the board of supervisors, together with shares of Japanese companies are more focused, authoritarian control of the presence of large shareholders, it is possible the independent director system is more fail. Contrary to the practice of Germany and Japan in their commercial law reform is to enhance the transparency of corporate governance, and strengthen the external governance, the sensible place is obvious.