|
10.adding some provisions in regard with the mandatory information disclosure requirements
Just in the former case “HongguangShiye”, we can see there are fewer provisions about fraudulence of information disclosure to penalize civil liability (see chapter3 sections 3 and 4, articles 69 and 177 of securities law). Some references should be made to the information being generally available in the securities market.
In addition, more urgent legislation of penalty of fraudulence of the intermediary organization (such as audit, accounting firms) should be made and the related laws should be amended . Just as Zhou Xiaochuan, the chairman of CSRC said, “the legislation of the mediums is key link of our corporate governance”.
6.Conclusion
China’s legal system regarding corporate governance still leaves much to be desired. At present, apart from making efforts to refine this laws and regulations, it is necessary to speed up the pace in drafting a number of related regulations and detailed rules for their implementation. However, corporate governance is beyond a legal issue and demands a mature market and conveyance systems.
At the turning point of history for China `s entry into WTO, we should pay more attention to these two points :one is localizing the experience of other jurisdiction for mere copying the foreign law on our documents dose not make sense; the other is introducing the principles of WTO into our laws and regulating our publicly listed companies with international standard.
In a word, we can expect corporate governance of publicly listed companies will be developed based experience in coming year.
NOTES
1.《Company Law of PRC》, china Legal system Publishing House, 1999
2.《Management Accountability and Corporate Governance》, edited by Kenneth Midgley, The Macmillan Press Ltd., 1982
3. 《Securities Law of PRC》, China Legal System Publishing House, 2000
4. 《The Analysis of The Cases of American Company law》,by Zhu Weiyi, china Legal system Publishing House,2000
5. 《The Research of Company Law and The Reform of State-owned Enterprise》,by Xu Xiaosong, Law Press.,2000
6. 《Company Law》, by Francis Rose, Sweet&Maxwell,1998
7. 《The Law of corporations》,by Robert Hamilton,1999
8. 《The Research of The Legal Status of The Board of UK and USA》,by Zhang Minan, Law Press., 2000
9. 《Corporate Governance Laws & Practice》,by Ni Jianlin, Law Press.,2001
10. 《China’s Company Law》,by Guiguo Wang and Roman Tomasic, Butter Worths,Asia,1994
11. http://www.moftec.gov.cn
ANNEX 1
DIAGRAM 1
Normal model of corporate governance
Capital market
Shareholders general meeting (the center of benefit)
Ownership rights
Takeover market
Board of directors (the center of management)
Legal personal Property rights
Medium market
Supervisory board
Management
Management market
Outside governance logical line
Inside governance the line that describe
Their balanced relationship
ANNEX 2
DIAGRAM 2
Unclear separation of property rights
Majority shareholders meeting
State-owned company Non-state –owned company
Mono-composition ownership structure
Weak supervisory board
Management
Personal overlap unclear division of functions monopoly of benefit
Model of corporate governance of publicly listed company of PRC
Board of directors
Immature market Administrative Manipulating Intervening Weak direction or inside control
An Overview and Assessment of The Laws and Practice of
Corporate Governance of The Publicly Listed Companies
In The People` s Republic of China
*Zhou Liping
1.Introduction
If we regard a company as a cell of the economic society, corporate governance is the core of the cell. Concerning the importance of corporate governance, it is not surprising that there have been some discussion about it in the world. China began to discuss it in the beginning of the 90`s and gradually realized that it makes sense in building up modern enterprise system and market –oriented reform. Particularly, with China’s access of WTO, our corporations are facing more challenges. Laws and regulations are playing an important role in building up corporate governance and are expected to exercise their functions of helping publicly listed companies to meet the demands of WTO and survive in more keen competition henceforth. But they have risk to be symbolic without reasonable content and effective enforcement.
|
