[Abstract] As a public company, listed companies should be truly "independent" management, combined with personal work practices of listed companies in the business, financial and other aspects of the "independent" management ideas.
[Paper Keywords] listed companies, major shareholders and related party transactions, shareholder wealth maximization
More and more companies were public offering of stock (IPO), to become a public company, while also raising funds for the operation and management of listed companies must be strictly enforced << Securities Act >>, << Company Law >> and other laws and regulations, but the existence of the complicated relationship between the listed company and its major shareholders or Holdings, there are a lot of related party transactions and associated transactions, there is the output of interest may, to the detriment of the interests of small shareholders, so It is necessary for some thoughts on the listing of the company's "independent" operation and management, to explore some of the ideas of this paper is to explore the financial aspects of the independent management ideas.
A listed company's independent management
To achieve the independence of the company management, it should be in the company's organizational structure and management structure, the effective implementation of the R & D, production, management and operations, create economic benefits for shareholders, under the supervision and guidance of the shareholders' meeting and the board of directors, listed legitimate business of the company, compliance operations, and create a good social benefits.
Major affairs of the listed company's decision-making, especially external financial, investment and guarantee business must be in strict accordance with the Securities Act of << >>, << Company Law >> and other laws and regulations, and to participate in decision-making by the management team, reported to the shareholders' meeting Board of Directors examined and approved before implementation. listed companies should adhere to the principle of independent operators, completely stripped of listed companies outside the business and the costs associated with the related party transactions of listed companies kept within reasonable limits, the conflict in business management and the management of listed companies through the coordination still can not reach a consensus, the final decision should tend to the laws and regulations of the listed companies.
Independent, listed companies' financial management
First of all listed companies to comply with the << Securities Act >>, << >> the relevant provisions of the Companies Act, reasonable to reduce and regulate related party dealings, do independent financial institutions, personnel and accounting, and independent external financial contracts signed, The associated contacts should adhere to the principle of strict control and disclosure, public charge, objectively reflect the financial and operating condition of the listed companies, the reasonable control of the financial risk.
1. Listed companies should attach great importance to the overall planning for the association between to obtain reasonable to maintain the independence of the listed companies, in accordance with the law to avoid the associated risks, foreign financial contracts signed to minimize financial risk, and maximize the interests of listed companies.
Listed companies to set up an independent financial accounting department to sort out the financial and accounting positions, form the Group and other related companies separation of financial institutions, has a separate accounting system, accounting is not mixed with the shareholders or other related units, independently bear responsibility and risk of the financial sector Gang Capacity factors, the establishment of a separate payroll management system and independent management split on social security, wage welfare department costs.
Listed companies accounting should be strictly in accordance with the the << ASBE >> as well as the company's accounting policies, the establishment of an independent financial management system, a unified specification listed company and a subsidiary of the Division accounting system and independent related financial decisions, its controlling shareholder and other related parties should respect the listed companies' financial independence, non-intervention in the financial and accounting activities of the company. listed companies and the holding units, and other related companies mutual advance cost independently according to tax returns and fulfill the obligation to pay the listed company is a separate legal entity, in accordance with the law to protect the interests of investors, reduce and regulate related party dealings, without prejudice, the occupation of the legitimate rights and interests of minority shareholders, the controlling shareholder and other related parties shall not require listed companies to advances made by wages, benefits insurance, advertising and other expenses for the period, nor to each other, took to bear the costs and other expenses.
Second, the fund management of listed companies should be strictly performed in accordance with the relevant regulatory regime, combined with the actual situation of the company to establish a sound currency funds internal control system.
Listed companies for their and their Division funds should follow the moderate centralization, fixed income support should be done on the overall capital management, the progressive realization cash flow budget control management model, hierarchical management of monetary funds unified transfers, compensation used to the rational use of the stock of capital, accelerate the capital turnover.
Listed companies formulated strict fund management system, rational planning of capital structure, strengthen the management of funds holding subsidiaries and division, clear the capital turnover rate, reasonable regulations inventory limits of funds appropriate to improve the efficiency of the use of funds and the use of yield, while to strengthen the management of the notes or other securities and bank seal, to ensure the safety of the funds of listed companies.
3. Activities of listed companies on the income and expenditure of funds to establish a strict authorization and approval system, the approval shall be under the authority of the superior for approval within the scope of authority, not ultra vires. Businesses Managers should be within the purview of results in accordance with the approval of the approver to handle currency funds business, the business shall not apply for an unapproved, unauthorized departments and personnel shall be allowed to fund receipts and payments business. specifications under the listed company's financial system, for the most liquid currency funds should formulate and improve financial operations approval authority, to strengthen the collective decision-making and approval of major capital expenditures, and establish a system of accountability and prevention of corruption, embezzlement, misappropriation of the behavior of monetary funds.
Shareholders of listed companies, the actual control of the controlling shareholder and its holding company is not occupied by any form of monetary funds of listed companies listed company shall not be paid or free of charge lending funds to the controlling shareholder and other related parties of the company's shall not repay the debt on behalf of the controlling shareholder and other related parties, not through a bank or non-bank financial institutions entrusted loans to related parties, commissioned by the controlling shareholder and other related parties to carry out investment activities, not as controlling shareholder and other related parties issued no real trading commercial bills in the background, not with the controlling shareholder entered into entrusted with the operation, leasing operations and other agreements. posted in free papers Download Center http://eng.hi138.com
again, the asset management of listed companies should adhere to reasonable use of the principle of strict management, ensure that the assets of listed companies are independent, complete, clear ownership.
A listed company asset classes should be formulated to amend the related internal control system, establish and improve asset management system to meet the regulations listed company assets for payment, accounts receivable and other indicators, the need for effective measures to speed up the Debtors paragraph turnover days reasonable control, reduce the related accounts receivable balances, reduce financial risk for inventory, should improve the level of inventory management, minimize operating appropriation of funds, the sales price and the accounting treatment of associated inventory of listed companies should be consistent with fair principle, construction in progress, fixed assets, budget control, should improve the authorization approval system, the reasonable control of the asset replacement, redeployment, disposal of related party transactions, management of intangible assets and other assets to be reasonable, maximum and create economic benefits for shareholders .
Listed companies owned subsidiary, division of its assets necessary integration, restructuring, to achieve independent operation and management requirements for listed companies in the future, clearly defined ownership of its assets to the controlling shareholders or other related companies, the controlling shareholder or other related companies during its operating period shall not be withdrawing or transfer of assets.
Listed companies should ensure that the assets related party transactions and transaction prices in line with the "Three" principle and its information disclosure legitimate, complete necessary procedures and measures. Listed company for the assets associated with the transaction can not be avoided, should follow an open, fair and impartial manner, the price or fee of related party transactions shall not deviate from the independent third-party market fair standard, difficult to compare the market price or pricing is restricted related party transactions should be clear about the costs and profits of the standard through contracts, the initial establishment of the regime for the disclosure of financial and operating information appropriate to maintain the operation and decision-making transparent.
Finally, foreign financial listed companies, investment and guarantee business, must be in accordance with the relevant provisions of the regulatory evaluation, audit, countersigned by the resolution process implementation.
Listed companies based on assets, capital structure and financing costs, a reasonable choice of financing and sources of financing, the financing of listed companies in accordance with the law. Financing of listed companies should strictly abide by the listed companies financing process, a major fund-raising by the shareholders' meeting, the Board of Directors authorized and according to its optimal capital structure, and give full consideration to the effect of financial leverage, to reasonably determine the financing for the number of fund-raising time and funding sources.
Foreign investment in listed companies should comply with the provisions of the relevant laws and regulations and the shareholders' meeting, the Board resolution to achieve the intent of investment in listed companies. Listed companies should establish a foreign investment decision-making aspects of the control system, budget preparation and approval of foreign investment, investment proposals put forward analysis and argument, the project in the feasibility study, evaluation, decision-making to make specific provisions to ensure that foreign investment and Decision Sciences, reasonable to establish a strict business authorized to approve foreign investment system, clear approval of the person authorized to approve the way, permissions, procedures responsibility associated control measures to require Attn scope of responsibilities and job requirements, listed companies in response to the project investment, investments in securities and other investments, scientific management, to increase revenue, reduce risk, and achieve the investment objective, its foreign investment shall not exceed the listed 50% of the net assets of the company, in principle, to the asset-liability ratio to over 70 percent of company investment.
3. Listed company may not provide guarantee for shareholders, actual controller of the controlling shareholder and its holding company, as well as individuals with a conflict of interest, or the name of the company will be listed loans, lines of credit lent to the aforementioned legal or personal use, such as the favorable for listed companies, guarantees or borrowings should be taken to counter-guarantee, and for outside directors, independent directors, minority shareholders agreed to.
In order to prevent and solve large shareholder expropriation interests of listed companies, we should be the system first, independently of the financial activities, business decision-making, to really protect the interests of all shareholders to realize all shareholders wealth maximization.
Such "independent" management idea is that experience in the practice I work, hoping to play a valuable role in bringing more of my colleagues, scholars are concerned about, promote and continuously improve the independent operators and corporate governance of listed companies. Transfer affixed to the free papers Download Center http://eng.hi138.com