The interests of listed companies improve the dist -

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The interests of listed companies improve the distribution system Countermeasures

[Abstract] listed company Management harm the interests of minority shareholders occupation, to substitute their own interests the interests of shareholders of listed companies has led to unfair distribution of benefits. This distribution of benefits from the phenomenon of listed companies in China, analyzing its most direct reason is the management of listed companies in the exercise of the right of the agent from the internal and external supervision to reduce expansion and lead to expansion of the power management benefits, while the tax system and the Board of governance the interests of listed companies is also unfair distribution of impact. Article compares the interests of Western countries, the distribution of listed companies in some of the experiences and characteristics of the five targeted areas proposed countermeasures. [Key words] listed companies; the distribution of benefits; system according to the modern financial theory, the shareholder wealth maximization is assumed to operate as a public company's management decisions rational standards when a listed company strategic objectives and the formation of business decisions is made by the company's management, management decision-making purposes, the interest to company owners, that the interests of shareholders, which is also the problem of the company neo-classical point of view. According to this theory and point of view, the interests of shareholders should be above all, the management will have to subordinate the interests of shareholders, and thus all economic activities, the company must be subordinated to and serve this purpose. However, under the management of pragmatic theory, management of listed companies may be affected by management of egoism, and so driven by the desire for power, causing managers to their own interests above the interests of shareholders. After the share reform will continue to have a wide range of companies characterized by the owner to maintain the separation of ownership and management rights. This determines the relationship between shareholders and management is still an agent relationship. In this agent model, as an agent of the management of listed companies, it is impossible to maximize the interests of shareholders to act in accordance with which listed companies would inevitably lead to high agency costs, unfair distribution of benefits. First, the interests of listed companies in China there is inequality that ended June 30, 2005, China's listed companies was 266.2 billion shares outstanding equity shares, representing 36% of the total share capital. One, A shares 208 200 000 000 shares, the average price of IPO shares to A 6 yuan / share calculation, A shares in listed companies and the additional placement of shares in IPO financing, total investment was 1.25 trillion yuan; if the average stock listed companies in two cities price of 4.9 yuan terms, the market value of only 1.02 trillion yuan,[link widoczny dla zalogowanych], circulating shares an overall market losses amounted to 229 billion yuan. As of the end of 2003, 14 years more than 1,300 listed companies in accumulated dividends of 1844 billion. Among them, the circulation of only 600 billion shareholder dividends, net of income tax of 20% of the dividend, actually, only 500 billion yuan, accounting for a market capitalization of tradable shareholders invested in a total of 1.25 trillion yuan in the 4% average annual return rate of only 2. 8 ‰. 2001, 2002, listed companies in 2003, the annual dividend yield of view, and dividend yield and the 1-year bank deposit rate comparison, results showed that the rate of 3 consecutive years of dividend yield greater than the same period of deposit interest rates only 48 listed companies in 2001, dividend yield of 5% or more of the company has only three in 2002, 6, 12 in 2003. 3-year annual dividend yield rate of more than 5% of companies in just two consecutive 3-year average dividend yield of more than 5% of the company 6. In 2002 the average profit increase of 8.5%, 19.5% growth in executive compensation, top executives of listed companies in 2004 the average annual salary for 3-year high in after the has exceeded 20 million yuan, reaching 236,000 yuan more than 19.9 million increase in 2003 nearly 4 million. (The above data sources :2001-2005 China Securities futures Statistical Yearbook and WIND IT), according to WIND Information and Statistics, to disclose the report in March 2006 of 179 listed companies , the maximum total remuneration of the top three executives were in 535 million yuan, 4.7636 million yuan, 4.3219 million yuan. The data in sharp contrast. When management can not provide shareholders with long-term interests, although its mode of operation may be a problem, but the bigger reason may be that management in its own interests above the interests of shareholders. A listed company shall for the company to create sustainable competitive advantage and better dividends to our shareholders and create more value and achieve a fair distribution of benefits, scientific and reasonable. Second, compare the distribution of benefits of foreign listed companies In the United States and its interests in listed companies stressed that the distribution of dividend payment and payment rates, dividend payment and dividend payout ratio is the company policy two core content. In 1956, Harvard University Professor John Lintner (John Lint-ner) was first proposed dividend distribution behavior of the theoretical model. 1961, proposed by Miller and Modigliani's famous The The distribution of benefits from the U.S. point of view of listed companies reflect characteristics of the following areas: 1. Dividends profits of listed companies accounted for a higher rate. U.S. cash dividend of listed companies accounted for the ratio of net income in the 20th century, 70 years approximately 30% -40%; to 80 years, this proportion increased to 40% -50%; Similarly, 90 years later, after-tax U.S. companies About 50% of the profits are used to pay dividends -70%, even in the market downturn, economic downturn in the case of this proportion was as high as 40% -60%. 2. Cash dividends and the tax difference gradually expanded. Such as the United States before the tax rates were 15%, 28%, 31%, 36% and 39.6%. (Different identity of the taxpayer to declare the application of different tax rates), this high tax rates, also led to reduced U.S. cash dividend, the world-famous investment guru Warren Buffett has made this interpretation, he cites an important reason is that shareholders do not pay dividends to avoid double taxation with the company, and also do not have to pay any dividends on energy costs, so that you can re-invest the dividend to get more return on investment. January 7, 2006, U.S. President George W. Bush proposed a 3. Solid books for shareholders entitled to access rights. Between the articles of association or shareholders access to company books on the shareholder shall file and increase shareholder access to books and records of the conditions of the contract is invalid. If access to the books of the company to shareholders after review of the request, the shareholders can not prove that there is this unreasonable demand, which should allow shareholders access to company books. Unjustified refusal to shareholders if the company exercised the right of access to books, shareholders can request access to the court of appeal, the court ordered the company to provide shareholders with the company-specific books. 4. Independent directors and the immediate family I can not accept the company's more than 100,000 U.S. dollars of direct reward. U.S. Securities and Exchange Commission November 4, 2003 announced that the New York Stock Exchange and the Nasdaq more than 6,000 companies listed on the board of directors, independent directors must constitute a majority. Independent directors will be given on corporate governance, corporate audit , nomination and remuneration of directors to develop other aspects of supervision. Independent directors not employed by the company as an independent director, nor his family worked in the company's management, independent directors and the immediate family I can not accept the company's more than 100,000 U.S. dollars of direct reward. In addition, the independent directors can not serve as Independent Directors with its close ties to another listed company management positions. 5. Require listed companies to disclose details of executives and board members of the allowances, retirement benefits and total compensation situation. U.S. Securities and Exchange Commission Jan. 17, 2006 unanimously adopted the proposal, require listed companies to disclose details of executives and board members of the allowances, retirement benefits and total compensation situation. This is the 14 years the largest U.S. companies pay an amended disclosure rules. According to regulations, enterprises shall, in his summary and analysis of the power of attorney clearly explained to give businesses some senior management compensation and benefits of specific motives, and that the Board in determining the remuneration of senior executives of the specific factors which are taken into account. Meanwhile, in view of executive stock options in the company accounts for income increasing proportion of the new rules also require enterprises to disclose executive stock options granted to the monetary value, and the figure and business executives in salary and bonus information be disclosed. 6. A long-term incentive plan. And short-term incentive corresponding to the long-term incentives, more and more U.S. companies have their own long-term incentive plan, but also more focus on the long-term incentive. CEO in 1965, the total long-term incentive compensation in the proportion is 20%, while in 1999 it rose to 70%. U.S. company CEO's long-term incentive plan are: stock options, stock purchase plans, restricted stock, stock grants and other means.

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