最新A-Study-in-Corporate-Governance.doc
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1、Four short words sum up what has lifted most successful individuals above the crowd: a little bit more.-author-dateA-Study-in-Corporate-Governance科目:A Study in Corporate GovernanceAbstract: The paper based on the empirical research of corporate governance status of foreign-funded enterprises analyze
2、s governance mechanism of TNCsoverseas subsidiaries from the aspects of ownership structure,board governance, manager level control,stakeholder management,etc., Principles of corporate governance and Corporate governance models around the worldKey Words: foreign enterprise corporate governance Corpo
3、rate governance is the system by which companies are directed and controlled. It involves regulatory and market mechanisms, and the roles and relationships between a companys management, its board, its shareholders and other stakeholders, and the goals for which the corporation is governed. In conte
4、mporary business corporations, the main external stakeholder groups are shareholders, debtholders, trade creditors, suppliers, customers and communities affected by the corporations activities. Internal stakeholders are the board of directors, executives, and other employees.A related but separate t
5、hread of discussions focuses on the impact of a corporate governance system on economic efficiency, with a strong emphasis on shareholders welfare. In large firms where there is a separation of ownership and management and no controlling shareholder, the principalagent issue arises between upper-man
6、agement which may have very different interests, and by definition considerably more information, than shareholders . The danger arises that rather than overseeing management on behalf of shareholders, the board of directors may become insulated from shareholders and beholden to management. This asp
7、ect is particularly present in contemporary public debates and developments in regulatory policy.see regulation and policy regulation.Much of the contemporary interest in corporate governance is concerned with mitigation of the conflicts of interests between stakeholders. Ways of mitigating or preve
8、nting these conflicts of interests include the processes, customs, policies, laws, and institutions which have impact on the way a company is controlled. An important theme of corporate governance is the nature and extent of accountability of people in the business. There has been renewed interest i
9、n the corporate governance practices of modern corporations, particularly in relation to accountability, since the high-profile collapses of a number of large corporations during 2001-2002, most of which involved accounting fraud. Corporate scandals of various forms have maintained public and politi
10、cal interest in the regulation of corporate governance. Principles of corporate governanceContemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report, the Principles of Corporate Governance , the Sarbanes-Oxley Act of
11、 2002 . The Cadbury and OECD reports present general principals around which businesses are expected to operate to assure proper governance.Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can
12、 help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.Principles of corporate governanceContemporary discussions of corporate governance tend to refer to principles raised in three documents rel
13、eased since 1990: The Cadbury Report , the Principles of Corporate Governance , the Sarbanes-Oxley Act of 2002 . The Cadbury and OECD reports present general principals around which businesses are expected to operate to assure proper governance. It informally referred to as Sarbox or Sox, is an atte
14、mpt by the federal government in the United States to legislate several of the principles recommended in the Cadbury and OECD reports.Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help
15、shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.Interests of other stakeholders: Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-sh
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