从“沉默多数”到“关键力量”：推动A股公司治理 机构投资者角色转变

Core Insights - The core viewpoint of the article is that the governance of A-share listed companies in China is undergoing a significant transformation from "formal compliance" to "substantive checks and balances" as the total market value of A-share companies surpasses one trillion yuan [1] Group 1: Governance Transformation - The report indicates that most surveyed companies recognize the importance of enhancing internal systems (77%) and strengthening information disclosure (59%) to solidify corporate governance, reflecting a strong "compliance-oriented" mindset [1] - However, companies face challenges in implementing deeper measures that touch on the core of power balance, such as improving board independence and reducing related-party transactions, indicating a need for internal motivation and willingness to change [1][2] - The root cause of the "formal compliance" in listed companies is the conflict of interest between controlling shareholders and minority shareholders, leading to insufficient attention to the interests of minority shareholders [2] Group 2: Market Value Management - Approximately 67% of surveyed companies prefer high dividend strategies, primarily to attract dividend-seeking investors (60%), while only 4% favor high repurchase strategies [2] - The report suggests that companies need to enhance their understanding of share repurchase strategies, as dividends require continuity and stability, and sudden changes can lead to negative market reactions [2] Group 3: Equity Incentives - 48% of surveyed companies have implemented or plan to implement equity incentive programs in the next two years, with the primary goal being to "bind core management" (89%) and to convey performance expectations through performance assessments (55%) [3] - There has been a 28% decrease in new equity incentive plans compared to 2021, while the number of terminated plans has nearly tripled, indicating a decline in the enthusiasm for equity incentives [3] - The report warns that unrealistic or overly conservative performance targets in equity incentive plans can lead to negative market reactions, highlighting the need for careful evaluation of capabilities and market conditions [3] Group 4: Institutional Investor Role - The introduction of regulations by the China Securities Investment Fund Industry Association in May 2025 aims to clarify the role of public funds in corporate governance, expecting them to play a more significant role in improving governance quality [4] - Fund companies are required to develop policies for participating in corporate governance and must vote at shareholder meetings if they hold 5% or more of a company's circulating shares [4] Group 5: ESG Integration - 华夏基金 has established an ESG business committee to develop a comprehensive system for communication with listed companies, proxy voting, and responsible investment [5] - The firm has created a digital platform for proxy voting, significantly increasing participation and enabling fund managers to influence corporate governance [5] - The focus on ESG factors may impact short-term financial performance, but improving ESG governance can reduce negative risks and align with regulatory and public value standards, ultimately enhancing corporate value [6] Group 6: Challenges in Governance Participation - The report notes that listed companies prefer softer communication methods from institutional shareholders, showing lower acceptance of shareholder proposals and director nominations [7] - The reluctance of companies to engage in confrontational communication may stem from concerns about stability and harmony in governance [7] - The report emphasizes that institutional investors' participation in corporate governance is still in its early stages, and regulatory policies will drive significant progress in this area [8]