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Corporate Governance of China ()

Team Members: Almalik Rajpari Amala Shah Monali Chhabda Misba Shah Sabrina Shroff Tanveer Khan
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Chinas stock market is worse than a casino. At least in a casino there are rules
Wu Jinglian, a famous Chinese economist, 2001

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Introduction
Transition from a planned economy to a market

oriented economy Control based model Built-in weaknesses Control-based model to market-oriented governance model Objective of Chinese stock market: Platform to State Owned Enterprises

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Regulatory Side of CG
The China Securities Regulatory

Commission (CSRC) Responsibility of studying and establishing guidelines and policies for future market and security market Other corporate governance regulatory bodies include: the National People's Congress, the State Council, the Ministry of Finance, the People's Bank of China, Shanghai Stock Exchange and Shenzhen 5/4/2012 Stock Exchange

Audits/Control System
Audit committee comprises of:

- Members from the companies Board of Directors


- Independent directors should account for the

majority of the committees members - Each audit committee should contain at least one independent director with relevant professional qualification in accounting

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The work of the Audit Committee


According to the Code of Corporate Governance for Listed Companies, audit committee are responsible for the following activities (1) Proposing to hire or replace the external auditor (2) Monitoring the company's internal audit policies and their implementation (3) Coordinating communication between internal and external auditors (4) Reviewing the company's financial information and disclosure (5) Reviewing the company's internal control policies
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Remuneration of Management
Linked to firms performance & Individual

performance Underpaid compared to western standards Top Executives: Fixed Salary + Bonus Most Executives including directors and senior managers get paid $6,250 p.a. Top 3 executives: $12,000 p.a. Benefits for executive directors: car and housing subsidy Independent directors: $6,250 + allowances Disclose details of remuneration in Annual Shareholder Meeting
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Non-executive directors hold the most shares


Independent directors hold the least on average Senior managers tend mainly to hold employee

shares issued to them when the company was listed

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Governance of the Board


It does the financial supervision for the company

It lacks skills and experience


Channels of information: Management Board &

senior Management Lack of Information for making decisions

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Composition of the Board


It is a twotier control system comprised of the

Board Of Directors and the Board Of Supervisors Chinese company law stipulates Board of Directors should total between 5 and 15 in a listed company

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Disclosure
Disclosure should include, but not be limited to, material information on: 1. The financial and operating results of the company 2. Company objectives 3. Major share ownership and voting rights 4. Remuneration policy 5. Related party transactions 6. Foreseeable risk factors 7. Issues regarding employees and other stakeholders 8. Governance structures and policies

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Problems of Corporate Governance in China


Concentration of state ownership Lack of independence among board directors Insider trading False financial disclosures Immature capital markets

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Conclusion
If I were the only one who lost money, I would blame my poor IQ or wrong decisions; But now everyone has lost money, so its a problem with the market. a Chinese investor Investors confidence level drops Reform SOEs likely to increase accountability Reduced political influence Non tradable state shares to tradable shares Overall China is made significant progress in maintaining the corporate governance
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Thank you!

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