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1. (i) Describe the basic corporate governance concerns that arise from the separation of ownership and control for listed corporations. （一）说明上市公司所有权与控制权分离所产生的基本公司治理问题。
(ii) Outline the advantages and disadvantages of relying on market processes to determine corporate governance practices that alleviate the particular concerns you identified in (i).概述依赖市场流程来确定减轻（i）中确定的特定问题的公司治理实践的优缺点。
(iii) briefly discuss how markets are mostly likely to fail in addressing or remedying each of the particular concern you identified in (i).简要讨论市场在解决或补救您在（i）中确定的每一个特定问题方面最有可能失败的原因。
(i)Due to the separation of ownership and control, owners and executives will have different targets and objectives, which are the core of corporate governance. This will change the structure of ownership, thus bringing some trouble for board of directors and management. It is a classical contradict in organization as the development of listed companies.由于所有权和控制权的分离，所有者和执行者将有不同的目标和目标，这是公司治理的核心。这将改变股权结构，给董事会和管理层带来一些麻烦。随着上市公司的发展，这是一个典型的组织矛盾。缺点：市场不能真正建立起一个有序有效的市场，因此公司治理实际上还不够全面。
(ii)Advantages :the capital market will encourage hard work of company staff, improve corporate management and business performance, ensure investors . moreover, it helps build bridges between social market and corporate capital, which can avoid the increase of social idle wealth.优势：资本市场将鼓励公司员工努力工作，改善公司管理和经营业绩，确保投资者。此外，它有助于在社会市场和企业资本之间架起桥梁，避免社会闲置财富的增加。
Disadvantages: An orderly and effective market cannot really be established in the market, therefore the corporate governance is not actually all-round enough.
(iii)The reform of the market is not in good place, the administrative force is too strong, the market mechanism is too weak, the trend of of supervision is too chaotic. These elements can not be balance in whole situation. Thus, the reform of market are mostly to fail in this circumstance depend on the incorrect way in development of market. （三）市场改革不到位，行政力量太强，市场机制太弱，监管趋势太混乱。这些因素不能在整个情况下保持平衡。因此，在这种情况下，市场改革大多以失败告终，这取决于市场发展的不正确方式。
2. If we are to judge "good" corporate governance by reference to the purposes or roles of corporations, what are those purposes or roles? And discuss the extent to which the corporate "profit" objective can serve publicinterest objectives for corporations? 如果我们要参照公司的目的或角色来判断“良好”的公司治理，那么这些目的或角色是什么？并讨论公司的“利润”目标在多大程度上可以为公司的公共利益目标服务？
Generally speaking, when we judge company governance basis on consult the objective or roles of corporations to attribute it, the goal or role this Group played are vital elements. Such as normal corporation, profit is the main goal of them when planning the whole details. Even we are considering the design of management structure, marketing analysis, resources arrangement, these still are procedures of operate company. Excellent process will benefit to the development of enterprise and lead a good result to meet the goal primary.
These goals and processes are the key factor for increase turnover gradually.
That is the reason why profit is the purpose for attribute companies governance is good or not. It is clearly that profit and increase turnover of company can not represent the public interest directly. Then, the reasonable management and division of staffs will help profit serve public interest in a large extent.
3. Briefly discuss how particular institutional and market factors can affect the scope for future “internationalisation” or convergence of corporate governance practices. (You might wish to use specific countries to illustrate your discussion of particular points).
The particular institutional refers to the enterprise marketing activities of the external environment situation. Therefore, the stability of a country and the unique regulations will bring significant influence to the enterprise internationalactivities. If human beings live and work in the status of peace and political stability will create a good environment for enterprise marketing and benefit to the development all over the world. On the contrary, political instability, social contradiction, and chaoswill affect the economy in negative side and hinder the development and the stability of market. When enterprise run marketing and implement the special regulations especially in foreign trade activities, we must consider the impact of institutions change and whole market effect on it.
4. Briefly discuss the following questions concerning the basis on which senior executives should be remunerated: (i) How should executive remuneration be structured? (You might consider: the form or remuneration, such as cash, shares and options; and what proportion, if any, should be “at risk” over the short, medium and long term). (ii) From a shareholder perspective, what are the main concerns regarding remuneration contracts that provide "performance" pay for senior executives?
(i)Many corporations strive to create special compensation packages for their executives that reward these key employees for the extra value, experience, and expertise they bring to their jobs and their employers.
Known as executive compensation or incentive packages, these can take many different forms. Company stock options are some of the most common executive perks in the marketplace today.
Then, stock option is a simple contract that gives an employee the right to purchase shares of company stock at a preset price for a specified period of time. The option to buy becomes valuable only if the stock's price rises above the preset price at the time the employee decides to "exercise" the option and purchase the shares. Thus, the key to managing company stock options effectively is timing: knowing when to exercise and/or sell the stock to maximize its value and minimize any potential income tax consequences. The dynamic risks will change based on the time and trend of company.
Finally, in order to keep risks and relative return, it is better that keep 40% proportion of return is stocks and 60% in totally is cash depend on the reserch about their compensation structure.
(ii) Actually, from the a shareholder perspective we can find that the performance is a key elements to make sure their payment essentially. As the result of the compensation of them higher than other normal staffs, they should work efficiently equal their salary. But when senor executive possess higher payment but lack of corresponding performance in working will lead that the wastage of capital reserve of company. Then, the low performance of them will effect on the benefit of shareholders. That is the reason why we think it is important of performance when we are a shareholder of enterprise.
5. (i) Briefly describe the corporate governance roles of: (1) external financial reporting; and (2) the independent audit of financial statements. (ii) Briefly describe the main threats to the roles you identified in (i).
(i) (1)External financial reporting play an important role in the corporation governance due to their purpose is to represent the status of financial in company. They prepare external financial statements to report their business information to outside observers, including potential investors and lenders. In many cases, a company's external statements don't differ much from its internal accounting; other times, the difference might be substantial. What matters is that the external documents present a complete, accurate and readily understandable picture of the company's financial condition.
This report mainly take efforts on evaluate the operating effectiveness of internal control identified in the process. It is represent the risk, opportunities, advantage, and disadvantage of in operating process.
(2)Actually, the independent audit of financial statements are essential to the achievement of financial report. The independent audit is an examination of the financial records, accounts, business transactions, accounting practices, and internal controls of a charitable nonprofit by an "independent" auditor. "Independent" refers to the fact that the auditor/CPA is not an employee of the nonprofits but instead is retained through a contract for services, and hence is "independent."As the right and accurate data will cause we are clear about the status of company in each part. It is a power guarantee of the accurate, correct of records from company. Thus, it is no doubt that the governance of corporation will be benefit from independent audit of financial statements in the guarantor role. #p#分页标题#e#
(ii) In fact, there are some threats will be bring basis on the external financial reporting and the independent audit of financial statements. For instance, the external financial reporting will reveal some significant records and management ways to outside even it is help in the governance corporation. Therefore, this risk of data divulge is the threat of company development. In addition, the non-objective of independent audit of financial statements is not enough to prove the fact.will lead wrong totally or ignore the incorrect transitions. The accuracy and fairness will be influenced in this way and threat the analysis of enterprise situation.
6. Briefly describe what you think is currently the most important corporate governance problem, and why you think this.
Depending on our analysis, there are many governance problems but the most important is Lack of promotion channel. Because staffs work in specific company mainly pay attention to the pay and return. Expected return will help employees make more values to organization. Generally the expected return are higher salary and good position, as we all know that promotion will help them get better returns. So the majority of staffs fight for promotion to higher position but cannot attain their goals even they gain higher performance. These staffs will lose enthusiasm to enhance performance due to they cannot be promoted in a period of time. Thus, enterprise's incentive enthusiasm doesn't develop functions efficiently and hide the governance of corporation, bring about the negative atmosphere in work.
7. Consider the relevant characteristics attributed to small retail (individual) investors vs. large professional investors (including institutional investors) in Australia. Briefly discuss the main differences in their capacities and opportunities to influence the governance of publicly listed corporations.
In Australia, there are two categories of investors in the financial markets: small retail investors and large professional investors. The differences between the two dictate not only the size of the trades they make, but also the types of companies and financial instruments in which they invest their monies. The term “small retail investors” is synonymous with “individual investors”.
The majority of retail investors buy and sell stocks in round lots, where a round lot refers to 100 shares. This is not to say an individual can’t place an order to buy or sell 50, 25, or even just a single share of a company’s stock, but it often isn't cost effective to do so because of the commissions that must be paid. It would be foolhardy to buy one share of a stock that was selling for $10 a share if the fee to do so is almost that amount, for example.
Large professional investors are just what the name implies: large professional, such as banks, insurance companies, pension funds, mutual funds, and exchange-traded funds, that buy and sell securities for their investment portfolios.
They are engage in block trades, which is an order to buy or sell 10,000 or more shares at a time. As might be expected, a large trade by an institutional investor can significantly affect the price of the security being bought or sold.
But through consider on the main difference in their capacities and opportunities to influence the governance of publicly listed corporations we suppose there some advantages and disadvantages each other. The small investors face the threat of high risk but are flexible due to the lower capacities and easy to be control. Compared with small investors, large professional investors are rigid to operate in publicity listed corporations. Even they are scientific regulate the invest still face the problem in environment of listed companies.
8. Outline the advantages and disadvantages of relying on “voluntary” behaviour of the participant in capital markets to determine corporate governance practices.
This behaviour of “voluntary” in attend capital markets to determine company governance practices possess advantages and disadvantages.
Advantages: That is free to the development of participators and elastic to the control of governance in the market. This way will good to them meet the correct stocks run up to higher level. Because the behaviour of “voluntary” in participate capital markets will motive them capital accumulation in long period of time. Also,this is positive effect on levels of institutional and foreign ownership. And large companies and companies with high debt voluntarily disclose more information correspondingly.
Disadvantages: In fact, the advantage will become disadvantage when utilize unreasonable or in bad situation of market. Such as we analysis it basis on voluntary” behaviour of the participant in capital markets to determine corporate governance practices, that are unscientific way in some cases. As the result of it is lack of professional plan to participate the capital market and can not be control easily when choose the incorrect option. And board leadership structure, liquidity, profitability and type of external audit firm do not have a significant influence on the level of voluntary disclosure, these elements were influenced in negative way.
9. (i) Briefly describe the corporate governance roles of external financial reporting and the independent audit of financial statements.
(ii) discuss the necessity for regulation in relation to corporations’ external financial reporting and the independent audit of financial statements.
(i)External financial reporting and independent audit of financial statements responsible for the financial part of corporate. They play vital roles in the corporation governance such as the external financial reporting help evaluate the operating effectiveness in a large extent. Because external financial reporting to report their business information to outside observers, including potential investors and lenders. In many cases, a company's external statements don't differ much from its internal accounting; other times, the difference might be substantial. What matters is that the external documents present a complete, accurate and readily understandable picture of the company's financial condition.
Additionally, the independent audit of financial statements are guarantor to the contents of financial report.It is an examination of the financial records, accounts, business transactions, accounting practices, and internal controls of a charitable nonprofit by an "independent" auditor. "Independent" refers to the fact that the auditor/CPA is not an employee of the nonprofits but instead is retained through a contract for services, and hence is "independent."As the right and accurate data will cause we are clear about the status of company in each part. Therefore, it is play a recognizor role in company governance.
(ii) Depending on our explanation about the roles of external financial reporting and the independent audit of financial statements, we known that both of them are vital to detect the expand of company. They can help company avoid of some traps and errors when operate and governance companies. In addition, the accurate and correct of them are make up the functions. Then, we need keep right data and records for ensure administration of organizations. That is the reason why external financial reporting and the independent audit of financial statements are essential to firms governance.
10. (i) Describe the causes and nature of the major contemporary general concerns regarding the governance of listed Australian corporations.
(ii)for each of the concerns you identified in (i), explain how might this be best remedied.
(i)We examine the corporate governance environment of listed Australian firms to investigate the factors that determine how firms respond to the problems and causes. We group barriers of corporate governance and collect to analysis it. Analysis of the conformance by listed firms with governance problems and causes highlights substantial facts represented and we revealed that the cost of operating, together with profitability, external audit quality, and ownership dispersion, jointly explain a firm’s decision to ‘comply or explain’. This study provides insights for policy makers and regulators and make it clear about the problems of corporate governance that are financial loosely and structure unsuitable in corporation as the relative factors barrier in the listed company of Australia.
(ii)There are some recommendations contained in corporate governance codes. Just like we have mentioned in (i), we known that financial loosely and structure unsuitable bring barriers to the listed company development.
Thus, we propose measure profitability of organization in regular period of time and formulation suitable plan to accomplished. Ensure the procedures of finance flow to limit the error in the calculate and operate of company. Next arrange homologous department and position to meet financial demand for deal with problems gradually.
11. #p#分页标题#e#Using two specific countries to illustrate your arguments or point, compare how specific existing institutional features (including cultural, legal and economic institutions) of each selected country may influence the scope for future “internationalisation” of corporate governance practices. And may affect the existence and participation of different types of investors in the local capital market.
On the way of searching suitable two specific countries, we provide two type countries are developed and developing for analysis. Then, America and China to be selected due to representative each type respective.
The United States still lead the science and economy development all over the world, whether in military or civilian technology output. In addition, in the process of internationalization the America advocate brand and product output. Then, other countries possesses demand in the United States in long period of time. Besides, they also like to transmit their mode of democracy and culture. The essence of American democracy model is the elite governing country, In fact, this mode has made many countries got expanded. But there are many countries and regions have application caused confusion and inefficiency due to they utilized it in wrong way. The core of culture is the American dream which means everyone is equal, everyone can success through their own efforts and wisdom. This culture and regulations attract many talents to their country and benefit to their internationalization. Then, this will effect on investors in the capital market due to the specific situation. They are appeal to draw more some professional investors in market, and the exist investor keep stable relative.
China is distinguished with America in many aspects. Government of China support their economy and technology development in a large extent, even China has not exceed America in some industries, it is obtained large progress in recent years. As the result of they are concern on the innovation lead that they are pay attention to attract elites in relative industries by efforts and emoluments.
In addition, they use democratic centralism in governance lead that efficiently manage county. The China culture can be explain by China dream, it is a belief that every person has unique value and demand them to pursue it in life. So it is fact that these will influenced on the capital market. They will attract potential massive investors and current investors will get a higher return in the future than America. Therefore, China are different with America in many fields, but through the compare both of them we can find that these factors all effect on the internationalization but China will be faster in this way of internationalization than America in the future.
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