Corporate governance includes:

(1) The framework of corporate governance structure should safeguard shareholders' rights;

(2) The framework of corporate governance structure should ensure that all shareholders, including minority shareholders and foreign shareholders, are treated equally; Shareholders' rights are damaged, and they should have the opportunity to get compensation;

(3) The framework of corporate governance structure should confirm the legitimate rights of stakeholders, encourage companies and stakeholders to actively cooperate, create wealth and employment opportunities, and maintain the financial stability of enterprises;

(4) The framework of corporate governance structure should ensure timely and accurate disclosure of any major matters related to the company, including financial status, operating status, ownership status and corporate governance status;

(5) The framework of corporate governance structure should ensure the strategic guidance of the board of directors to the company and the effective supervision of management personnel, and ensure that the board of directors is responsible to the company and shareholders.

Corporate governance includes many contents, and corporate governance needs to follow the relevant provisions of the company law. If we don't act according to the law, we can't do well in corporate governance.

Legal basis:

Company Law of the People's Republic of China

Article 149 Directors, supervisors and senior managers who violate laws, administrative regulations or the articles of association when performing their duties in the company and cause losses to the company shall be liable for compensation.

Article 150 Where the shareholders' general meeting or the shareholders' general meeting requires directors, supervisors and senior managers to attend the meeting as nonvoting delegates, the directors, supervisors and senior managers shall attend and accept the shareholders' questions.

Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors or supervisors of a limited liability company without a board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers.

Derivative problem:

What are the problems in the internal control environment of enterprises? A:

(A) corporate governance structure

The corporate governance structure of enterprises in China consists of shareholders' meeting, board of directors, board of supervisors and managers, and adopts the balance mechanism of "three meetings and four powers" to coordinate and restrict each other and form a complete internal control mechanism of enterprises. However, in fact, the chairman and the general manager often serve concurrently, and the restrictive role of the board of directors, the board of supervisors and the management has not been fully brought into play, resulting in the governance structure being in name only and becoming a mere formality, which has not been really implemented and played its due role. The specific performance is as follows: (1) The board of directors exists in name only. First of all, members of the board of directors are generally nominated and elected by the largest shareholder, and the appointment procedure is not standardized enough; Secondly, there are too many internal executive directors, only a few external directors are celebrities, and there is not enough time, energy and practical experience to perform their duties. Thirdly, the chairman of the board has too much power and concurrently serves as the general manager, directly participating in the operation and management of the enterprise; Finally, the role of the special committees of the board of directors has not been fully exerted. For example, many enterprises have not set up an audit committee at present, or have set up an audit committee, but it has not really worked. (2) The board of supervisors cannot effectively perform its supervisory functions. The members of the board of supervisors come from within the enterprise and are elected by the supervised object-the board of directors, and decide their remuneration and positions, which makes the supervision of the board of supervisors seem inadequate. Moreover, their professional ability is weak, they are not professionals in finance, law and technology, and they lack sufficient professional quality. It can be seen that the performance of the duties of the board of supervisors is restricted by the rights of the board of directors and its own professional quality, which cannot be effective. (3) The incentive and restraint mechanism of managers is not perfect. Although many enterprises in our country have established the incentive system for managers, it is rarely linked to the long-term interests of enterprises, which leads them to pay attention to the short-term interests of enterprises and ignore the pursuit of maximizing the long-term interests of enterprises, thus causing enterprises to prosper in the short term and their life expectancy is much lower than that of foreign enterprises. In addition, the management lacks the necessary restraint mechanism, such as not clearly defining the rights and responsibilities among management members.

(2) Organization setting and power and responsibility distribution

Due to the backwardness of enterprise management concept and the limitation of production and operation, most enterprises in China still adopt entrepreneurial or functional organizations, and few enterprises adopt business divisions, matrix, strategic business divisions, holding groups and multinational enterprises. Unreasonable organization types lead to problems in many enterprises, which are embodied in: (1) overstaffed organizations and low operating efficiency. Some enterprises have too many posts and levels, which not only increases many unnecessary costs, but also affects the transmission of internal information, resulting in low operating efficiency and inability to respond in time according to market changes. (2) The division of power and responsibility is not clear. Some enterprises lack necessary written explanations and regulations on the division of powers and responsibilities and organizational operation processes of various functional departments, and do not separate incompatible posts or positions, resulting in the lack of key functions or overlapping functions. Employees in key positions lack a clear understanding of their rights and responsibilities and cannot form an effective mutual restraint mechanism.

(iii) Internal audit

The main function of internal audit is to strengthen the internal control of enterprises, assist enterprises in risk management and improve the efficiency and benefit of enterprises. However, in practice, the management of the enterprise did not pay enough attention to its role, failed to set up its organization reasonably, and was limited by the resistance of some employees to internal audit and the lack of professional quality of internal auditors, which made internal auditors lack substantive independence and could not issue internal audit opinions and suggestions objectively and independently. In addition, the internal audit focuses on the fraud in the financial department, without going deep into the management audit of the enterprise, without realizing the supervision and inspection of the internal control system of the enterprise, and the scope of functions is seriously reduced.

Human resource policy

Enterprise human resources policy is mainly embodied in talent recruitment, talent training, promotion channel system, assessment and salary system. At present, China's human resources policy is not well done, which is manifested in the following aspects: (1) The concept of talent management is backward. At present, the concept of talent management in many enterprises in China is still relatively backward, the human resource management is weak, there is no complete human resource management system, and human resource management has not yet risen to the strategic level for research and application. Just symbolically setting up some micro-management measures can't play a fundamental role. (2) Lack of perfect human resources training system. Many enterprises in our country don't have a perfect talent training mechanism and a lack of career planning for employees, which leads to employees' failure to realize the correlation between personal interests and enterprise interests, to combine their personal goals with the overall goals of the enterprise, to be less enthusiastic about their work, to give full play to their potential, to lose some growth opportunities more or less, and finally to waste and drain the human resources of the enterprise. (3) Lack of effective human resource incentive mechanism. At present, the incentive mechanism of human resources in China enterprises is not perfect, and it still stays in the state of "as long as there is financial resources, there is no worry about not attracting talents, and there is no worry about not retaining talents". Moreover, enterprises adopt simple and extensive management methods, which leads to the lack of vitality in human resource management and can not fully mobilize the enthusiasm of employees and give play to their potential creativity to create wealth for enterprises.