中国公司股权集中现象比较突出,大股东普遍存在。构建有效的大股东治理机制,是股权集中公司所面临的关键治理问题。文章从大股东治理机制失效的内在根源进行分析,得出了失效的内在根源在于制衡和监督机制的虚置或缺失,公司出现了严重的内部人控制现象,中小股东和相关方利益难以保障。针对这个内在根源,文章从内部治理机制和外部治理机制两个方面入手,提出了构建有效的大股东治理机制的途径。
The phenomenon of equity concentration is dominant in Chinese companies, and large shareholders are widespread. In the case, the companies of equity concentration have the agency problem between large shareholders and small and medium-sized shareholders. In order to solve the agency problem, the companies of equity concentration must establish effective governance mechanism of large shareholders, which is key governance problem. The paper analyzes the internal causes of the failure of governance mechanism of large shareholders, and draws a conclusion that the internal causes of failure is invalidity or lack of balance and supervision mechanism. Insiders such as manager and shareholders control the companies in the companies of equity concentration, and expropriate the interests of small and medium- sized shareholders and related party. Aimed to the internal causes, the paper puts forward some plan of establishing effective governance mechanism of large shareholders in terms of internal governance mechanism and external governance mechanism.