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Corporate internal governance

Course Time: 5 days

 

Corse content

Part 1: The problems of corporate governance and the problems it can solve

Module 1: Evolution and advantages and disadvantages of the enterprise

Module 2: The separation of the two rights of the company and its problems

1. The separation of the two powers of the inevitability of the company

2. The separation of the two powers:

(1) the interests of the owner against the owner

(2) Insider Control

Module 3: Corporate governance to solve the problem and its logical framework

1. Corporate governance to solve the problem

2. The function of corporate governance structure

3. The logical framework of corporate governance

Module 4: The basic system model of corporate governance

1. External governance:

2. Internal governance

3. Incentive mechanism

 

Part 2: Corporate governance

Module 1: The essence of the external governance mechanism is to play the role of screening and selection, including the manager market, product market and capital market.

Module 2: External governance mechanism:

1. Take over

2. The product market

3. The capital market

(1) The financing mechanism of capital market makes investors have the right to choose the object of investment, so as to improve and improve the corporate governance structure;

(2) The price mechanism of the capital market can make the investor understand the company s operating information, reduce the cost of monitoring information to the management and reduce the cost of corporate governance;

(3) The merger and acquisition mechanism of capital market can be used to correct the low efficiency of corporate governance.

 

Part 3: The incentive mechanism

Module 1: The role of incentives

Module 2: To determine the company s remuneration considerations

Module 3: The salary structure of each country s executives

Module 4: Residual control rights incentive

Module 5: The evolution of incentive and restraint mechanism

 

Part 4: The internal governance

Module 1The method and framework of corporate governance

Module 2: Shareholders  meeting (shareholders  meeting)

1. The basic definition of the general meeting of shareholders

2. The performance of the general meeting of shareholders

3. The terms of the general meeting of shareholders

4. The operating mechanism of the general meeting of shareholders

Module 3: The board of directors

1. The value function of the board of directors

2. The board of directors and the general meeting of shareholders

3. The composition of the board of directors

4. The board of directors of the board of directors is the exercise of authority in the form of

5. The powers of the board of directors

6. How to fulfill the duties of directors

7. The relationship between directors and shareholders

8. The directors of the company s obligations

9. Directors, supervisors, managers of the prohibition of sexual behavior

Module 4: The board of supervisors

Module 5: Company manager

Module 6: Directors, supervisors, managers of the negative qualifications

Module 7: The legal representative of the company

Module 8: The company merger case analysis

Module 9: Improve the corporate governance structure

Module 10: Corporate governance evaluation

 

Part 5: The relationship between parent company and subsidiary company

Module 1: Disregard of corporate personality system

Module 2: Relevance

1. Definition

2. The specific provisions of related party transactions

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