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非控股股东的权力配置状况较少得到关注,但对了解控股股东的控制方式和解决当前控股股东的利益侵占问题具有重要意义。本文的分析表明,控股股东既有锁定控制权的目标,又面临融资约束、监管舆论等外部环境,因而倾向于把公司各级权力部分地配置给其关系股东。数据分析显示,中国上市公司广泛地存在着控股股东的关系股东。关系股东通过持有大额股份、委派董事、监事或高级管理人员等方式参与公司的决策和管理,其拥有的董事会表决权和高管层话语权显著高于非关系股东,甚至高于其现金流权,获得了超额权力配置。向关系股东配置超额权力隐蔽地提高了控股股东的控制力。本文的发现启示,在股权制衡和公司治理的相关研究中需关注非控股股东的身份与真实权力,在实践和相关法规中需防范关系股东滥用权力或合谋侵占,加强关系股东相关信息的强制披露,引导以机构投资者为代表的中小股东积极参与公司治理,推动公司制改造的市场化。
The non-controlling shareholders ’power allocation has received less attention. However, it is of great significance to understand the controlling methods of controlling shareholders and to solve the problem of the current controlling shareholders’ encroachment. The analysis of this paper shows that the controlling shareholders tend to allocate the power of the company at all levels to the shareholders of the relationship in part because of the objective of locking control rights, facing the external constraints of financing constraints and public opinion regulation. Data analysis shows that the majority of Chinese listed companies have controlling shareholders of the shareholders. The relationship shareholders have the right to vote on the board of directors and senior management have a significantly higher degree of voting power than the non-relationship shareholders or even higher than their cash flow by holding a large amount of shares, appointing directors, supervisors or senior executives, etc. Right, access to the allocation of excess power. The allocation of excess power to the shareholders in relation to shareholders covertly raised the controlling shareholder’s control. The findings of this paper suggest that in the research of equity checks and balances and corporate governance, we should pay attention to the identity and true power of non-controlling shareholders. In practice and relevant laws and regulations, it is necessary to prevent the abuse of power or conspiracy to encroach upon the shareholders and to strengthen the mandatory disclosure of the related shareholders’ information , Guide the minority shareholders represented by institutional investors to actively participate in corporate governance and promote the marketization of the reform of the company system.