MindMap Gallery Strategy Corporate Governance
This is a mind map about strategic corporate governance, including an overview of corporate governance, three major issues of corporate governance, etc.
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This is a mind map about bacteria, and its main contents include: overview, morphology, types, structure, reproduction, distribution, application, and expansion. The summary is comprehensive and meticulous, suitable as review materials.
This is a mind map about plant asexual reproduction, and its main contents include: concept, spore reproduction, vegetative reproduction, tissue culture, and buds. The summary is comprehensive and meticulous, suitable as review materials.
This is a mind map about the reproductive development of animals, and its main contents include: insects, frogs, birds, sexual reproduction, and asexual reproduction. The summary is comprehensive and meticulous, suitable as review materials.
strategic Corporate Governance
Corporate Governance Overview
proprietorship
advantage
① Simple organizational form, flexible management, simple legal registration procedures, and easy establishment and dissolution ② Asset ownership, control rights, management rights, and income rights belong to the owners, allowing them to exert their personal initiative ③ Owners are responsible for their own profits and losses. There is no absolute boundary between personal and corporate assets. Owners will pay more attention to cost control.
shortcoming
① There is only one owner, the scale is small, and it is difficult to raise funds. The company is prone to difficulty in expanding production scale due to limited funds. ② The ownership, income rights, control rights and management rights of the enterprise are highly unified and belong to the owner, and the survival of the enterprise depends on the owner personally. ③The risk of unlimited liability is relatively high. In order to avoid risks, enterprises lack the motivation to innovate, which is not conducive to the development of new industries.
partnership
advantage
①Expanded sources of funds, helping enterprises to expand scale and production development ②Although a partnership has multiple property rights entities, its property rights structure is complete and unified, which is conducive to integrating and leveraging the resource advantages of partners and promoting the sharing of technology, land, capital and other resources. ③ Partners operate together and share risks, complement each other’s advantages in management, and disperse operating pressure
shortcoming
① Partners bear unlimited liability for corporate debts and the risk is relatively high ② There is a lack of effective control mechanism among partners, and it is difficult to supervise the performance of responsibilities, which may lead to "free riding" behavior. ③Partner differences will bring a lot of organizational coordination costs and reduce decision-making efficiency ④The withdrawal of partners will affect the survival and lifespan of the enterprise
Limited liability system (corporate system)
Features
limited liability
①The company shall bear limited liability for its debts with all its legal person property ② When a company goes bankrupt and is liquidated, shareholders have limited liability for the company only up to the amount of their capital contribution.
Shareholders retain control and professional managers gain management rights
Company growth and sustainability
① The enterprise exists as an independent legal person, which overcomes the potential risk of the company being eliminated due to withdrawal or dissolution of the traditional partnership. ② Realize the separation of property rights and management rights, and the separation of property rights of owners and legal persons
Three major issues in corporate governance
The issue of “insider control” of managers over shareholders
breach of duty of loyalty
①Excessive on-the-job consumption ② Blind over-investment and short-term business behavior ③ Misappropriation of assets and transfer of assets ④Salaries, bonuses and other incomes grow too fast and encroach on profits ⑤Fake accounting information and financial fraud ⑥Build a personal empire
breach of duty of diligence
① Incomplete and untimely information disclosure ②Being lazy and inactive ③Financial leverage is overly conservative ④The operation is too stable and lacks innovation
The problem of “tunnel digging” by ultimate shareholders against small and medium-sized shareholders
Abuse of company resources (breach of duty of diligence)
It is not suitable for the purpose of occupation, and the actions are not oriented according to the company's overall goals, which violates the agent's duty of diligence.
Taking up company resources (violating the duty of loyalty)
Direct occupation
Direct borrowing, borrowing from controlled enterprises, advancing expenses on behalf of others, repaying debts on behalf of others, paying wages on behalf of others, using the company to provide illegal guarantees for ultimate shareholders, false capital contributions, prepaid accounts, and ultimate shareholders possessing company trademarks, brands, patents, and seizing business opportunities. wait
Associated transport
Commodity service trading activities (related parties buy high and sell low), asset leasing and trading (buy low and sell high for rent, land ownership, machinery and equipment, trademarks, patents and other intangible assets), and expense sharing activities
Looting activities
predatory financing
Financial fraud to obtain listing qualifications, false packaging, excessive financing, and the company pricing private placements to ultimate shareholders
predatory capital operations
Listed companies acquire shares of other companies held by ultimate shareholders at high prices
insider trading
Insiders use inside information to buy or sell securities or to help others
Excessive encouragement
The Ultimate Shareholder Operation Dividend Policy
The company's relationship with other stakeholders
Company operations must pay attention to integrating stakeholders into the company's governance model and allow external entities with interests related to the company to participate in corporate governance.
Internal governance structure and external governance mechanism
internal governance structure
An institutional system covering the mutual checks and balances between the responsibilities and rights of the shareholders’ meeting, the board of directors (board of supervisors), the senior management team and the company’s employees
external governance mechanism
Product market, capital market, manager market
corporate governance infrastructure
information disclosure system
Agency
laws and regulations
government supervision
Legal supervision
Administrative supervision
Market environment supervision
Information disclosure supervision
Public opinion supervision by media and professionals