KJCKorea
Journal Central

This study was conducted as a part of research on modern history of business, having in mind the diversity of company structures appearing in the development of business in China and focusing on how the practical operation and openness of new systems demanding changes were reflected and structured in individual regions and companies. Particularly as a case study of individual businesses for understanding the development of modern companies in the northeast region, this study took note of the corporate governance of Fengtian Spin Factory(奉天紡紗廠), a government‐private limited partnership company in the 1920s. From analyzing the corporate governance of Fengtian Spin Factory were found a number of remarkable characteristics as follows. As investors’ rights and obligations were defined basically according to regulations on ‘limited company’ in <Companies Ordinance(公司條例)>, the corporate governance of the spin factory showed patterns distinguished from those of traditional partnership companies(合股). First, because capital was raised only through the issue of stocks and the investors were liable only for the amount of their investment, funds could be raised extensively and the scope of capital raising was extended to the entire province. Second, shareholders traded in their real name rather than anonymously and this secured the transparency of ownership, and anybody, as long as not a foreigner, was allowed to trade stock certificates freely without the spin factory’s prior approval. In traditional partnership companies, it was an extensive practice for investors to invest anonymously, and the assignment practice was also different from that of partnership companies that insisted on all shareholders’ approval and internal transactions. Third, shareholders participated actively in the management of the spin factory. The shareholders’ major means of decision-making on the general directions of the company and its management was the exercise of their voting rights through the general meeting of shareholders or the board of directors. This was why conflicts over the exercise of shareholders’ rights were expressed in the process of electing the general manager who would direct the organization of the board of directors representing the shareholders or the tasks of the spin factory. Fourth, with regard to the spin factory’s settlement of accounts, accounting used the new book keeping method based on the solar calendar, and different from partnership companies that settled the accounts once in every 2‐3 years, the spin factory did every year. Moreover, there was no pay adjustment for traditional 'guanli(官利)' in profit sharing. Considering the fact that the speculativeness of capitals underlying guanli practices hindered the internal accumulation of business capital, we can say that the spin factory had basically favorable conditions for the internal accumulation of liquid funds. These characteristics suggest the possibility that the existing gap of corporate governance or practices among regions or companies could be filled through the government’s legislative systems, and there was always potential for consequent homogenization. Still there is the question of whether regional economy was ready to accept the appearance and settlement of corporations limited or not. Fengtian Spin Factory was structured to attract capitals extensively, but private subscribers were rare yet. Despite the role of the chamber of commerce representing local powers, the capital raised from private investors was less than half of the spin factory’s initial capital, and finally the Official Bank of the Northeast(東三省官銀號), enterprise run by the government, participated as a private investor to maintain balance between the government and private capitals. Moreover, although the free trade of stock certificates among Chinese without the spin factory’s prior approval was guaranteed, the implementation of this trade demanded a market system like an exchange. That is, the actual settlement of the corporate governance of corporations limited had to be closely connected to the development of the regional economy of northeast China. On the other hand, although it was a modern‐style ‘limited company’, the corporate governance of Fengtian Spin Factory maintained the traces of traditional partnership business practices. As mentioned above, <constitution> of the spin factory did not have pay adjustment for guanli, but the profit distribution ratio was as high as 65‐76%, suggesting that the guanli practice did not disappear but was altered so that pay was included in dividend for shareholders(紅利). In addition, part of profits to be attributed to the shareholders was distributed to the management and employees and this can be understood as an extension of the practice that profits were shared with managers and employees as labor investors of traditional partnership organizations. In this way, Fengtian Spin Factory maintained both traditional and modernity. As long as stakeholders’ interests were accomplished and business competitiveness could be enhanced while traditions and modern practices are interconnected properly, traditions in the modern times were what to be overcome and, at the same time, what to be sustainable.

Northeast region of China, Corporate governance, a customary practice, Fengtian Spin Factory, Decision-making structure, profit-sharing system