Abstract: Mixed ownership is an important breakthrough of state-owned enterprise reform, and the introduction of non-state-owned capital is a key step to reform state-owned enterprises (SOEs) toward mixed ownership in the new era. However, the existing researches lack relevant theoretical discussions in response to the questions of how directors appointed by a non-state shareholder affect the decision-making of the board of directors, whether dissenting opinions should be dampened in the board meeting and how to further influence the governance performance of state-owned enterprises. This paper takes A-share listed SOEs in Shanghai and Shenzhen stock markets from 2008 to 2019 as samples and uses board resolution announcements as the source of shareholder unit ownership and board voting data of board members, and investigates the mechanism of how directors appointed by non-state-owned shareholders affect governance performance by dissenting from board decisions of state-owned enterprises. It is found that directors appointed by non-state-owned shareholders play a significant positive role in hearing voice of dissent at SOE’s board meetings, and the difficulty of government intervention, the degree of industry competition, and the level of internal control of enterprises play a positive moderating role. Further research finds that non-state-owned shareholders’ appointment of directors can improve SOE’s governance performance by increasing board dissent, thus achieving the result of “harmony but not uniformity”. This study clarifies the internal decision-making mechanism and influence mechanism of the board of directors, as well as the adjustment mechanism of macro and micro factors under the background of the mixed ownership reform of SOEs. The findings complement the study of the governance effect of non-state-owned shareholders and the influencing factors of the board of directors, and also supplement the study of the influencing mechanism of SOE’s performance, providing a reference for further improving the governance mechanism of mixed-ownership enterprises.

Key words: SOEs, mixed ownership reform, non-state-owned shareholders’ appointment of directors, dissenting opinions at board meetings