Look-through Disclosure:New Approach of Corporate Governance
With the increasing prevalence of multiple legal entities and multi-level structures,as well as the winding and lengthy investment chain,the distribution of control rights and the flow of benefits in enterprises have become very subtle and complex.This poses new challenges to corporate governance,as not only are related party transactions difficult to define and identify,but the actual control structure does not match the nominal capital structure,potentially damaging accountability mechanisms and compliance management,and easily breeding criminal activities such as corruption,money laundering,and illegal fund transfers.International organizations and platforms such as the Organization for Economic Cooperation and Development and the G20 have recognized the severity of these challenges,and some countries,including China,have responded to some of them through penetrating regulation.However,penetrative regulation has some limitations and inadequacies.Fundamentally,it is more necessary to improve corporate governance to form an endogenous mechanism to address these issues,and through disclosure is a good new approach.Penetrating disclosure is consistent with the basic logic of corporate governance and can be linked to penetrating supervision to a certain extent.Implementing transparent disclosure,with a focus on information disclosure in the equity chain,as well as in the property trust relationship chain,agency relationship chain,and other aspects.At the same time,we should severely crack down on disclosure behaviors that intentionally falsify,conceal,and distort facts.We should follow the principles of good practice and gradually establish a transparent disclosure system.