dc.description.abstract | After going through the Asian financial meltdown, the corporate governance become popular topic discussed in the whole world gradually. Various countries introduce the independent director system, hope to strengthen monitoring mechanism inside the company by the independent director with independent role. However, there are many factors affecting corporate governance including law, politics, economy, etc. ,among them ownership structure is an important one, because the ownership structure exactly reflects the epitome that power disposes inside the company. So, there is a very close relation between the ownership structure and corporate governance.
There are several important problems in corporate governance in Taiwan like 「cross investment」、「related party transaction」and「ultimate controlling shareholder」which is owing to the ownership structure, finally we treat of the center problem in terms of the ownership structure. According to researches, many ultimate controlling shareholders in enterprises can maintain a complete lock on the control of a company while holding less than a majority of the cash flow rights associated with its equity, but use cross investment and pyramid structure, some scholars call that controlling-minority structure. In this situation, a controlling shareholder has great incentive to abuse his control power, and then make the decision harmful to all shareholders.
We should consider the problem that controlling shareholders control the board of shareholders、the board of directors and supervisor board when we introduce the system of independent director to our country. So, we think the most important topic is to cut off the interests between company supervisors and person supervised, and then propose the reform suggestion suitable for our country basing on the current supervisor system.
Chapter one of this essay is introduction, including research motive and purpose, method, range and structure;Chapter two discusses the relation between ownership structure and corporate governance in terms of economics;Chapter three discusses the substantive issue in corporate governance in Taiwan;Chapter four and Chapter five discuss the system of inside monitoring in company separately in U.S.A.、Japan、Taiwan;Chapter six tries to find the center problem in corporate governance in Taiwan from the view of the ownership structure;Chapter seven is conclusion and suggestion, this essay proposes breaking through the frame of traditional company autonomy and reform the supervisors system. | en_US |