Corporate Governance

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					The Role of the Board of Directors
in Securing Good Corporate
Governance

A China Perspective


                       Vicky Liu
                       LL.M NUS
                       LL.B RUC
Corporate Governance

• What is Corporate Governance?

       Corporate
      Performance

                            Good Corporate
                             Governance


     Accountability
     Conformance
Corporate Governance Models
• UK/US/ Singapore Model (outsider
  mode)

• Separation of Ownership and Control

• One Tier Board

• Role of Shareholders

• Weaknesses
Corporate Governance Models
• Position in China (insider mode)

• Civil law tradition

• Globalization

• Asian Value
The Role of Board of Directors
      ---Directors’ Duties in General


                         Duty of
    • Duty of            Loyalty   • CSRC
      Care and      • Fiduciary    • Two
      Skill           Duty           Codes
         Duty of                      Corporate
        Diligence                    Governance
The Role of Board of Directors
The Role of Board of Directors
             ---Specialized Committees
Composition

•   Composed solely of directors
•   Chaired by an independent director
•   Independent directors constitute the majority
•   At least one independent director from the audit
    committee is an accounting professional
Relevance of Guanxi in Corporate
Governance--- double-edged sword
S-Chip Crisis: Three categories
 • Cashflow Problems
      FerroChina

 • Accounting Irregularities / Fraud
      China Aviation Oil
      Fibrechem Technologies
      Oriental Century
      China Printing and Dyeing
      Zhonghui Holding

 • Forced sale of shares pledged by major shareholders to a third
   party
 •    Beauty China
       Sino-Environment

				
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posted:7/28/2012
language:English
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