Small and medium-sized banks should have ＂shape＂ and ＂spirit＂ in corporate governance.

　　Perfecting corporate governance is a necessary condition for the sustainable development of banks. However, it is undeniable that corporate governance, including small and medium-sized listed banks, is still a weak link in the development of domestic commercial banks, which has also caused some risks. In this regard, it is necessary to standardize equity management, improve the operation efficiency of "three meetings and one floor" and continuously optimize the incentive and restraint mechanism to improve the corporate governance level of listed banks, maintain the benign operation of corporate governance structure, and strictly observe the bottom line of no major risks — —

　　Unbalanced equity management, ineffective performance of senior executives, insider control … … In recent years, imperfect corporate governance has always been an inherent hidden danger in the development of some small and medium-sized banks, especially small and medium-sized listed banks. It is urgent to further improve their corporate governance structure and improve their corporate governance level.

　　What is the way to improve the corporate governance level of small and medium-sized banks? At the "2019 Development Forum of Listed Banks" held a few days ago, many insiders said that the essence of corporate governance is to stimulate the vitality of enterprises, protect the legitimate rights and interests of shareholders, and avoid the control of insiders and major shareholders. The way to achieve this is that the shareholders’ meeting fully exercises its power, the board of directors makes scientific decisions, the senior management independently conducts business activities according to the authorization, and the board of supervisors exercises its supervision function according to law.

　　Therefore, we should start from three aspects, from "similarity" to "similarity". First, standardize equity management and build a diversified and stable equity structure; The second is to improve the operation efficiency of "three meetings and one floor" and ensure its efficient performance of duties; The third is to continuously optimize the incentive and restraint mechanism, realize the harmony of interests of banks, employees and shareholders, and curb short-term profit-seeking behavior.

　　The problem of equity management remains to be solved

　　In recent years, the pace of listing of small and medium-sized banks has gradually accelerated. After Jiangsu Bank won the A-share to reopen the floodgates to banks in 2016, more than 10 small and medium-sized banks have been listed. Among them, Bank of Bank of Zhengzhou and Bank of Qingdao have achieved A+H listing. It is understood that more than 40 small and medium-sized banks are still receiving counseling to prepare for A-share listing.

　　Undoubtedly, the successful listing will bring a qualitative leap forward for the corporate governance of small and medium-sized banks. These banks have not only established a complete corporate governance structure, but also improved their governance system and standardized their operational behavior. However, it should be noted that small and medium-sized banks still face many difficulties in equity management.

　　"It is outstanding in three aspects. First, it is difficult for banks to penetrate the examination of shareholders’ qualifications. Second, it is difficult to manage related party transactions. Third, because shareholders’ pledge of equity financing will affect their voting rights, the enthusiasm of potential investors to participate in banks is not high." A person in charge of a city commercial bank in central China said.

　　At present, strengthening the management of related party transactions is the key requirement of strengthening equity management, and the sword refers to the transfer of illegitimate interests between shareholders and banks, which is also one of the key tasks of the regulatory authorities to "control chaos".

　　Where is the difficulty in related party transaction management? The above-mentioned person in charge said that at present, there are many organizations in the identification of related parties and related transactions, and the definitions stipulated by each party are different, resulting in differences in the management of related transactions under different calibers; At the same time, the types of related party transactions are constantly being renovated, and it is difficult to cover all the management categories at the institutional level.

　　In addition, in the aspect of penetrating examination of shareholders’ qualifications, small and medium-sized banks lack effective means to trace the actual controlling relationship of shareholders, and they are also unable to trace the ultimate true source of the capital invested in shares. Therefore, they can only hope that investors will provide such information to banks in a true and honest manner, or ask investors to make specific commitments on such matters.

　　How to solve these problems? Many insiders suggested that, from the perspective of commercial banks, firstly, we should strengthen the initiative consciousness of equity management and bring it into the scope of duties of the board of directors, and the equity management department should ensure that the qualification examination, equity change and pledge, capital replenishment and other work are implemented; Second, it is necessary to strengthen external constraints and improve the transparency of information disclosure, especially to strengthen the equity structure and equity information disclosure; Third, it is necessary to improve the examination and approval, strengthen the control of related party transactions, and try to establish a negative list to include shareholders who hide related relationships, form non-performing assets and violate the principle of good faith in the management category.

　　Clarify the boundary of "three meetings and one floor"

　　The unclear responsibilities of "three meetings and one floor" and low operating efficiency are also unsolved problems that plague the development of some small and medium-sized listed banks. Therefore, how to clarify the responsibility boundary of "three meetings and one floor", improve the authorization management mechanism and enhance the ability to perform their duties has become a common concern of small and medium-sized listed banks.

　　The so-called "three meetings and one floor" refers to the shareholders’ meeting, the board of directors, the board of supervisors and the senior management. Only when they perform their respective duties and coordinate their operations can they form a mutual coordination and balance mechanism with clear rights and responsibilities and standardized operation among the power institutions, decision-making institutions, supervision institutions and management.

　　"From the perspective of the relationship between the board of directors and the senior management, the original motivation of corporate governance mechanism is to reduce agency costs. The board of directors supervises the senior management, which is an institutional arrangement designed to reduce agency costs and constitutes the most core link in modern corporate governance mechanism." Zhang Xianqiu, Deputy Director of Corporate Governance Supervision Department of China Banking and Insurance Regulatory Commission, China, said.

　　Zhang Xianqiu said that listed banks should insist that the board of directors plays a central role in the company’s strategic decision-making, ensure that the board of directors selects and supervises the senior management, guard against "insider control", and at the same time allow the senior management to make independent decisions under the corporate governance framework.

　　Judging from the relationship between the chairman and the board of directors, Zhang Xianqiu believes that according to China’s company law, the chairman, like other directors, has only one vote in the decision-making mechanism of the board of directors. "If there are still a few small and medium-sized listed bank chairmen who don’t know how to respect other directors, and even seek to attend the board meeting ‘ Individuals have the final say ’ That is not only a trampling on the collective decision-making mechanism of the board of directors, but also a lack of knowledge of modern market economy and a lack of understanding of the history and reality of corporate governance. "

　　The insiders suggest that more measures should be taken to improve the performance efficiency of "three meetings and one floor", with the focus on clarifying the responsibility boundary and the relationship between responsibility and rights of "three meetings and one floor" and ensuring the effective separation of ownership, decision-making, supervision and management rights.

　　Among them, the means and fields of supervision of the Board of Supervisors can be appropriately broadened, and key concerns can be promptly reminded to the board of directors and senior management through prompt letters, management proposals and rectification notices.

　　In addition, we should optimize the composition of directors and supervisors, improve and perfect the performance evaluation system for directors and supervisors, and promptly eliminate directors and supervisors who do not have the ability to perform their duties, do not act or act indiscriminately.

　　Optimize the incentive and restraint mechanism

　　As we all know, the prominent feature of banking business risk is "delayed exposure", which also causes the mismatch between employee compensation and risk exposure cycle, leading banks to pursue short-term interests too much. The essence of equity incentive and restraint mechanism lies in realizing the consistency of interests among banks, employees and shareholders, prompting management and employees to pay more attention to the long-term development of banks, and then restraining short-term profit-seeking behavior.

　　"The ultimate success of a company is the result of the joint contribution of many different resource providers. Stakeholders are a valuable resource for building a competitive and profitable enterprise, and employees are one of the most important stakeholders." Zhang Xianqiu said that listed banks should fully respect the interests, concerns and demands of employees, give full play to the role of employee congresses and employee supervisors in corporate governance, and fully stimulate the enthusiasm, initiative and creativity of employees.

　　"But it is worth noting that, subject to relevant policies, most small and medium-sized banks’ incentive constraints are mainly short-term spot salary, and long-term equity incentive constraints are still in the demonstration stage." The person in charge of a city commercial bank in a southern coastal area said.

　　The person in charge said that it is suggested to start with the establishment of a multi-level and diversified incentive mechanism. For middle and senior managers and core business backbones, banks can explore the implementation of medium and long-term incentive plans and gradually establish a medium and long-term interest community.

　　At the same time, we should adhere to the principles of market competitiveness and internal fairness, strengthen the salary strategy oriented to "posts reflect value and performance determines salary", optimize the performance appraisal system conducive to sustainable development, and strengthen the scientific control of salary profit rate. (Economic Daily China Economic Net reporter Zi-yuan Guo)