A more efficient derivative action system in China: challenges and opportunities through corporate governance theory

The derivative action is an exception to the rule in Foss v Harbottle1 that was introduced with high expectations during a Chinese company law (CCL) reform that came into effect in 2006. It is vital to combat the abuse of derivative action in China, a country with an emerging corporate governance model, a weak legal system and inefficient enforcement measures. This article examines several deficiencies in derivative actions, with the purpose of arguing for a more effective and positive derivative action rule for the benefit of shareholders and their companies, and also for the development of CCL and the reconstruction of the Chinese corporate governance system. Corporate governance theories will be discussed as theoreticalsupports for a more efficient and enforceable derivative action system in China.

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Independent Directors: Decision-Makers in the us, Powerless Advisers in China

European Journal of Comparative Law and Governance ◽

10.1163/22134514-00301004 ◽

2016 ◽

Vol 3 (1) ◽

pp. 70-111

Author(s):

Wenjia Yan

Keyword(s):

Corporate Governance ◽

Company Law ◽

Decision Makers ◽

Independent Directors ◽

Minority Shareholders ◽

Governance System ◽

Governance Model ◽

Corporate Governance System ◽

Independent Decision ◽

Corporate Governance Model

As a global popular corporate governance system developed in the us, independent directors were officially adopted by China through ‘Guiding Opinions on the Establishment of Systems of Independent Directors by Listed Companies’ (hereinafter Independent Directors Opinion) in 2001 and through Article 123 of Company Law when it was amended in 2005. The emphasis on minority shareholders’ protection by adopting independent directors in China can be attributed to the global influence of the American corporate governance model, which depends on disinterested directors as independent decision-makers. However, with more than 10 years having passed, independent directors serve as powerless advisers rather than decision-makers in China. Accordingly, this paper aims to ascertain some profound reasons for powerless advisers in China and provide recommendations to address this problem by comparing the role of independent directors in China and the us.

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Structure and corporate governance model

Scientific bulletin of the Southern Institute of Management ◽

10.31775/2305-3100-2019-3-62-65 ◽

2019 ◽

pp. 62-65

Author(s):

V. V. Victoria V. Prokhorova ◽

A. V. Reznik ◽

A. E. Safonova

Keyword(s):

Corporate Governance ◽

Governance System ◽

Regulatory Requirements ◽

The Sustainable Development ◽

Governance Model ◽

Corporate Governance System ◽

Degree Of Satisfaction ◽

Corporate Goals ◽

Corporate Governance Model ◽

Strategic Goal

Effective construction of the corporate governance system is able to ensure the sustainability of the Corporation development in the conditions of minimizing conflicts among the participants of corporate relations and maximizing the degree of satisfaction of their interests and achievement of individual corporate goals. The development of corporate governance is a strategic goal of each company. Achieving this goal can help the company not only improve its image and meet stakeholder expectations and regulatory requirements, but also achieve greater economic efficiency in its processes and contribute to the sustainable development of the company.

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The Test of Corporate Governance System in the Electric Utilities Industry

Journal of Management and Sustainability ◽

10.5539/jms.v6n1p132 ◽

2016 ◽

Vol 6 (1) ◽

pp. 132

Author(s):

Gulsevim Yumuk Gunay

Keyword(s):

Corporate Governance ◽

Electric Utilities ◽

Strong Relationship ◽

Three Dimensions ◽

Main Theme ◽

Governance System ◽

Business Results ◽

Governance Model ◽

Corporate Governance System ◽

Corporate Social Responsibility Reports

<p>The main purpose of this study is to test whether corporate governance is a system or not. Seven hypotheses are formed to reach this objective. The existence of significant relationships among three dimenisons (principles, processes and business results) is the main theme in these hypotheses. Regression analysis and reliability analysis are used in the study. 74 world’s biggest companies in electric utilities industry are used in the sample of the study. Corporate governance, sustainability and corporate social responsibility reports of these 74 companies are coded with 34 variables in the corporate governance system. It is found that there is a significant and strong relationship among three dimensions. Corporate governance is a construct of our study and principles, processes and business results are dimensions that explain this construct. The seventh hypothesis is formed to test whether corporate governance is constituted from these three dimensions or not. Cronbach alpha of these three dimensions (principles, processes and business results) is 91%. In other words, it is found that these three dimensions explain the construct (corporate governance system) of our study. Stakeholder governance model is used to test the hypotheses of the study. In sum, this study showed us that stakeholder governance model works in electric utilities industry and that there is an integrity among the variables and elements of corporate governance system.</p>

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Current Practices of Saudi Shareholder’s Rights: A Case for Reform

Arab Law Quarterly ◽

10.1163/15730255-12341263 ◽

2013 ◽

Vol 27 (3) ◽

pp. 231-257

Author(s):

Faleh Salem al-Kahtani

Keyword(s):

Corporate Governance ◽

Company Law ◽

Governance System ◽

Corporate Governance Code ◽

Oecd Principles ◽

Corporate Governance System ◽

The Uk ◽

Current Practices

Abstract This article will analyse Saudi shareholder’s rights, in particular by focusing on the legitimate articles of the Corporate Governance Code (hereinafter CGC), Company Law (hereinafter CL) and law cases related to shareholder’s rights. Analytical and comparative approaches are employed, examining the OECD principles of corporate governance and the UK Companies Act provisions with a view to reforming shareholder’s rights in the Saudi corporate governance system. In addition, shareholder’s rights are divided into financial and administrative rights. Thereafter, a number of recommendations are made regarding shareholder’s rights in the Saudi context.

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The Corporate Governance Models for Banks: A Comparative Study

Studies in Business and Economics ◽

10.2478/sbe-2021-0017 ◽

2021 ◽

Vol 16 (1) ◽

pp. 210-220

Author(s):

Salah U-Din

Keyword(s):

Corporate Governance ◽

Banking System ◽

Anglo Saxon ◽

Governance System ◽

Lower Margin ◽

Financial Outcomes ◽

Governance Model ◽

Corporate Governance System ◽

Distribution Of Resources ◽

Governance Models

Abstract An effective corporate governance system is vital in modern-day economics and firms. It can help to specify the distribution of roles, responsibilities, and resources among various stakeholders of an organization or society. The enhanced role of the banks in various economic systems demands a higher level of corporate bank governance for a stable and sustainable financial system. In this paper; four major corporate governance models of banks are compared and the financial outcomes of each model are analyzed to assess their alignment with expectations of an effective corporate governance system. The Continental corporate governance model found to be closer to the expectations of an effective corporate governance system compared to the Anglo- Saxon, Chinese, and Islamic banking. Banks under the Continental model charge lower margin to its customers, use bank resources more efficiently and create relative balance in the distribution of resources among all stakeholders compared to the other three models. Banks under the Anglo- Saxon model are charging higher margin to its customer, Chinese banks are under-utilizing the banks’ resources, and Islamic banks are more favoring their shareholders and are riskier among banks of all selected models. Higher involvement of the more stakeholders in the decision-making process of the banks is key to effective corporate governance and sustainable banking system. Reforms in all corporate governance models are recommended while keeping in mind the prior research on corporate governance especially the Sir Adrian Cadbury report.

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