Section 2 gives a background about China’s economic reform and corporate governance development. Literature on corporate governance research in the West and in China is reviewed in Section 3. Section 4 develops hypotheses and Section 5 discusses research design and sample selection. Empirical results and discussion are presented in Section 6, while conclusions are given in the final section.
2. SOE Reform and Corporate Governance Development in China
Starting in 1978 China’s economic reform is to transform its centrally-planned and centrally-controlled economy to a market-based economy. The centre stage of this reform is enterprise reform aiming to transform the SOE system to a modern corporate system that resembles its western counterparts. The SOE reform process inevitably involves a transition from its SOE governance model to a corporate governance model. According to Shipani and Liu (2002), this transition has taken the following three steps: the traditional model (before 1984), the transitional model (1984 to 1993), and the modern corporate model (since 1993).
Under the traditional model of SOE governance (also referred to as the state owned and managed model), enterprises were placed under the direct control of government apparatus, e.g., central government line ministries and local governments. Accordingly, the governance structure of SOEs was an integral part of the general governmental framework. SOE executives were appointed and dismissed by government. SOEs were neither assessed nor responsible for their financial performance. Any residual claims (profits) or risks (losses) were socialised and simply passed on to the public at large. Under the transitional model of SOE governance (also referred to as the state-enterprise contracting model), enterprises and management were made responsible for their economic performance. The reform then sought to improve governance through the principle of “separation of management from government”, aimed at enhancing firm performance by giving management greater autonomy and incentives to operate SOEs on a profit and commercially-oriented basis free(r) from government intervention. The goal of the reform initiatives was to make SOEs responsible for their own gains and losses in the market. As a result, government intervention in the operation of SOEs was significantly reduced, and SOEs gained more freedom to make their own business decisions. These measures, however, did not solve the problem of SOEs’ economic inefficiency and losses.
The modern corporate model began in 1993 when the Chinese authorities sought to clarify property rights of SOEs through corporatisation (gongsihua), that is, the conversion of SOEs into western-type corporate entities predominantly in the forms of limited liability companies and joint-stock companies (JSC). The Company Law of 1993 provided legal foundations for the transformation of SOEs into different business corporations, which for the first time since the start of the reform stated that the objective of reforms was the establishment of a modern “socialist market economy” with “Chinese characteristics”, i.e., a competitive market system characterised by the predominance of public (i.e., state) ownership.
What is distinctive about China’s experience is that, unlike in other transition economies, the initiatives are being made largely without fundamental property rights reform or privatisation. Indeed, the Chinese authorities have sought to improve corporate governance of SOEs as an alternative to, and as a means of avoiding, privatisation. Corporatisation has become the generic solution for improving the performance of SOEs and also for the external financing of firms through a rapidly growing equity market. However, the process of corporatisation has largely involved a reallocation of SOEs’ control rights among a number of state agencies and state-owned (or controlled) institutions (including SOEs) without any substantive change in the essential nature of ownership and control by the state. Whereas previously a pre-corporatised SOE was subject to a single government authority, be it a central or local government department, its post-corporatised status as a JSC now involves de facto ownership by a number of state departments or SOEs which constitute the majority shareholders. A rationale behind encouraging the multiplicity of shareholding of JSCs among various state bodies was the belief that multiple ownerships would sever the direct and exclusive link between an SOE and its controlling authority. A JSC with multiple owners would then be subject to the check and balance of various owners with a common objective of maximising their investment returns, allowing it to be operated as a commercial concern immune from political intervention rather than as an appendage of a particular state administrative organisation. 公司治理与企业舞弊英文文献和翻译(3):http://www.youerw.com/fanyi/lunwen_245.html