Corporate Governance of Listed Companies in China
Self-Assessment by the China Securities Regulatory Commission
This report looks at the institutional framework of corporate governance in China through the prism of the OECD Principles of Corporate Governance and is a product of the ongoing OECD-China Policy Dialogue on Corporate Governance. By assessing a broad range of laws, regulations and codes, it provides a valuable reference for understanding how much has been achieved in Chinese corporate governance and the main ambitions of future reform efforts.
The report shows that corporate governance has improved significantly since the Chinese stock market was created in 1990, with important achievements in establishing and developing the legal and regulatory framework. The OECD-China Self-Assessment represents a thorough review of all laws, regulations and codes that relate to every principle recommended by the OECD Principles of Corporate Governance. It documents the advances in the Chinese Corporate Governance framework. Building on this report, bilateral co-operation between China and the OECD will continue to enhance the understanding of China’s corporate governance system and how it impacts on company and investor behaviour.
The equitable treatment of shareholders
There are two types of conflict of interest in corporate governance, one between majority and minority shareholders and the other between management and shareholders. These two types of conflicts of interest are manifested in different ways in different ownership structures. Generally, when ownership is spread among many shareholders, the conflict of interest between management and shareholders is more prominent. When the ownership is relatively more concentrated, the conflict of interest between majority and minority shareholders becomes comparatively more prominent. Although the level of ownership concentration decreased after the 2005 non-tradable share reform of the capital market, when Chinese listed companies are compared with those in the UK and the US, they show fairly concentrated ownership structures. Consequently, dealing with conflicts of interest between majority and minority shareholders is a core corporate governance question in China, in order to ensure that shareholders are treated equitably.