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留学生财务管理——美英以及德日模式的股权结构及其特点

美英模式的股权结构及其特点
(A) Ownership Structure and characteristics of the U.S. and British model
美英模式的特点是,整个治理结构框架依市场控制为主、组织控制为辅的原则来设计,依托发达的资本市场,按分散的社会化的模式构建股权结构,委托人与代理人的制约关系,以公开化、市场化的形式来表现。
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:
美英国家均要求在公司的董事会成员中,配备相当数量的独立董事。从理论上讲,这种董事会人员结构很难实现股东、董事会与经理之间的制衡。但实际上,这种制衡作用存在,而且有效,其原因是外部市场机制在发生作用。
(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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