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(A) Ownership Structure and characteristics of the U.S. and British model
The model is characterized by the United States and Britain, the framework of the entire governance structure controlled by market-based, supplemented by the principle in the control of the organization to design, relying on well-developed capital markets, decentralized social model building ownership structure, restrictive relationship of principal and agent the form of open, market-oriented performance. Decentralized shareholding structure is characterized by: the high cost of shareholders' shareholding of less mobility, unstable shareholding structure, shareholder participation in governance, the objective is to become "not the owner". Second, the principal agent organization dispersed ownership control weakened, and the introduction of market control mechanisms had to be made up.
U.S. and British market control in the corporate governance structure of the main manifestations are:
(1) Independent Director System. An independent director system. The United States and Britain asked the members of the Board of Directors of the Company, with a considerable number of independent directors. In theory, this personnel structure of the Board of Directors is difficult to achieve the checks and balances between the shareholders, the board of directors and managers. But in fact, the role of checks and balances exist, and effective, its causes are external market mechanism in the event of role. Not the owner of efforts to control the agent is weak, the group of minority shareholders are not interested in no direct supervision and constraints of the company's operating, they only care about the yield of the stock and take the "vote with their feet" to forcing operators to improve operations, and even the expulsion of poor long-term business operators. Therefore, in the case of shareholders' governance capacity weakening, the establishment of an independent director system, can effectively improve the fairness and effectiveness of the decisions of the Board. The fundamental purpose of the establishment of an independent director is to ensure that the decisions of the Board shall be as the standard value orientation of the majority of the shareholders' interests.
(2) Management personnel system. (2) management of the personnel system. United States most of the company's chairman serves as CEO, but companies need a variety of management personnel, including COO and CFO are supplied by the managers of the competitive market, determined by the market price or remuneration. Under the strong market pressure, managers had to the interests of shareholders for the purpose of due diligence work and maximizing the return to shareholders for the trust and jobs.

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