董事会治理、高管薪酬对内部控制有效性的影响——来自沪、深两市采掘业上市公司2008～2010年经验数据

本文为研究董事会治理、高管薪酬与内部控制有效性的关系,选取2008～2010年沪深两市采掘业上市公司为样本数据,构建内部控制指数,从董事会治理和高管薪酬两个方面来考察对内部控制有效性的影响。研究发现,董事会治理和高管薪酬对内部控制有效性有一定影响。合理的董事会治理结构是企业增强竞争力和提高经营效率的必要条件,同时高管薪酬在某种程度上也影响着公司内部控制有效性的实现。     

论董事会的独立性对上市公司治理结构的完善——独立董事的产生及现状分析

现代公司制度的核心是要建立起完善的公司治理结构,董事会在公司治理结构中起着核心作用。但随着股份公司的股权进一步公众化,越来越多的研究报告揭示了董事会职能减弱的客观事实;同时,董事会日渐形成的内部控制与现代企业的发展形成矛盾。由此,西方在公司治理结构上引入了独立董事制,独立董事的功能已在现代企业法人治理结构中确立。     

Matching structure and strategy: Towards a market orientation in health care

The introduction of an ‘internal’ or ‘managed’ market mechanism into the National Health Service required fundamental structural reorganisation, involving the separation of purchaser and provider functions. While a degree of structural change has occurred among the emergent purchasing organisations subsequent to the initial reforms, there is a lack of corresponding evidence of ongoing structural change in acute provider units. Despite the existence of a direct relationship between organisational structure and strategy, the extent of change in the organisational structure of hospitals is questionable. Indeed at the macro level current acute hospital structures, that is NHS Trusts, are remarkably similar to ‘pre-reform’ structures, despite the unsuitability of these structures for the market orientation required by the internal market. Such prevalence arguably reflects the marginal effect that current managerial structures have had on those delivering services and the predominance of the medical hierarchies. Specifically, those responsible for the marketing of hospital services in current structures are not directly linked to those who deliver the service, in spite of the introduction of clinical directorate structures. Part of a broader study of the market behaviour of acute NHS Trusts in Scotland, this paper explores the organisational avenues open to health care providers to overcome this separation in the pursuit of market-led service delivery and concomitant market orientation.     

论财务治理相关者与财务舞弊

公司财务治理相关者与财务舞弊之间存在着密切关系。本文首先分析管理层、董事会、监事会、注册会计师等公司财务治理相关者与财务舞弊的关系,然后提出通过改变财务信息的生成方式、完善董事会结构、强化监事会功能、变革审计收费体制等措施来防范财务舞弊。     

Interest rates are low but are annuities expensive?

It is often claimed that annuities are now 'expensive'. That claim is at least partly based on money illusion. Careful analysis shows that the current prices of annuities are largely the result of a decline in inflation expectations which has brought about a change in the income stream for annuities.     

新加坡淡马锡模式的经验与启示

新加坡淡马锡模式是国有企业经营管理的典范,它的主要特点是健全的董事会制度,分层递进的控制方式,完善的人员选聘机制,高超的国有资本发展战略。淡马锡模式对我国的国有企业改革和国有资本管理具有重要的借鉴意义,同时也需认清我国与新加坡在制度、经济结构、地域等方面的差异,应循序渐进、因地制宜地借鉴淡马锡的成功经验。     

论我国上市公司独立董事制度的建立与完善

我国现行董事会制度中存在着如独立董事选聘机制不合理,独立董事的任职资格不明确,工作时间与知情权受到限制,责、权、利不对等等诸多问题,文章认为应当通过完善独立董事制度的法制,健全独立董事的选拔机制,建立独立董事的行业自律和监管组织,明确独立董事的权利和责任等措施来改变现状。     

The Impact of Shocks on the UK Economy in and Out of EMU

Entry to EMU at an inappropriate exchange rate could trigger a full-blown business cycle in the UK. Once inside EMU, the UK's response to a number of different economic shocks would change — partly because of the fixed exchange rate, and partly because of the common monetary policy. In particular, when an asymmetric shock occurs — one that hits the UK harder than other Eurozone economies — the UK response is generally likely to be more pronounced inside EMU than outside. We find that that result still applies even in a reformed EMU — one in which the ECB and the labour market are reformed to bring them closer to the Anglo–Saxon model.     

国有企业产权多元化的公司治理结构模式

本文对现行的国有企业的产权多元化的公司治理结构进行了分析,对普遍存在的几种典型的公司治理结构进行了讨论,分析了它们的优缺点,并在此基础上,根据中国的实际情况,提出了合理的国有企业产权多元化的公司治理结构模式:内部治理(股东大会、董事会、常务委员会、监事会、经理层);外部治理(政府、银行、外部企业)。并对完善国有企业产权多元化的公司治理结构模式的措施进行了探讨。     

Reaction to price changes and aspiration level adjustments

   Abstract. We claim that preferences of economic agents cannot be assumed given; rather, they are partly determined by the process of trade in the market, by information about the latter and so forth. In other words, preferences determine actions which, in turn, determine preferences. Thus classical tools of analysis such as the neo-classical utility function and the demand curve should be viewed merely as first approximations, which are too simplistic for many purposes. Changing preferences are not restricted to such phenomena as addiction, advertisement and so forth. Rather, for any product a satisficing consumer has an aspiration level, which is subject to change. The consumer's preferences, as reflected in choice behavior, will also change once the aspiration level is adjusted. We illustrate these claims by analyzing two examples concerning consumer reaction to price increases. We analyze the effect of aspiration level adjustments on the dynamic pattern of a single consumer's demand, and show that such adjustments generate predictions which do not conform to the neo-classical theory.     

我国公司治理结构的法律思考

公司法人治理结构是公司制的核心 ,如何建立和完善公司法人治理结构是目前我国国有企业产权改革的热点和难点。本文首先从理论上分析了我国公司治理结构应包括公司治理制度和公司治理机制两种 ,阐明了法治是公司治理结构的基础 ;其次剖析了我国公司制改造中公司治理结构存在的所有者代表、激励机制、新老三会关系、“股东至上主义”等问题 ;最后 ,在分析基础上提出应建立规范有效的适合我国国情的公司法人治理结构。     

Management Changes,Reputation, and “Big Bath”—Earnings Management

We study the effects of managerial turnover on earnings management activities in a model in which managers care about their external reputation. We develop an overlapping generations model showing that both outgoing and incoming managers bias reported earnings such that typically very low returns are reported in the first period after a manager has been replaced. Outgoing managers shift earnings forward to their last period in office as they will not benefit from earnings realized after that. Incoming managers can have an incentive to shift earnings to the second period in office as reported earnings will, immediately after a management change, only be partly attributed to their own ability. Deferred compensation can reduce incentives for earnings management.     

上市公司内部治理机制对关联交易影响的实证分析

本文从公司内部治理角度对我国上市公司关联交易进行研究后发现,股权结构对关联交易行为有很大影响;我国独立董事制度的建立,在一定程度上有效约束和减少了关联交易;董事长与总经理两职合一更促进了关联交易行为的发生;监事对关联交易行为的监督机制还没有充分发挥;管理层没有通过频繁的关联交易来提升公司业绩,债权人还未能积极参与到公司治理中,也就不可能有效抑制非公允关联交易行为的发生。     

Continuity and Change in Mergers and Acquisitions: A Social Identity Case Study of a German Industrial Merger*

abstract It is crucial from an employee's point of view to perceive some degree of stability even in times of major organizational change. This paper examines the role of a sense of continuity for organizational identification after an organizational merger. We argue that mergers and acquisitions so often end in failures partly because the change is designed in discontinuous ways and employees do not feel they are doing the same job after the merger as before. Such discontinuous change engenders a critical tension between positive and negative effects of identification that has not yet been fully understood. To deepen the understanding of this tension, in‐depth interviews were conducted in a recently merged German industrial company. Based on these qualitative data we demonstrate how features of the post‐merger company structure and the way it was implemented may have eroded organizational identification. Finally, we propose a parsimonious model to be tested by future research, in which the sense of continuity is consisting of both observable as well as projected continuity.     

Supply and demand of policy indicators

The aim of this article is to question the idea that all professional service organizations are undergoing a process of inter-archetype transformation. This idea, originating in organizational archetype theory, is now being used to interpret contemporary processes of change in British and other public sector services. Drawing on an example of management UK restructuring in social services during the 1990s – that of local authority social services in the UK – two main problems with this thesis are identified. First, this service demonstrates that ‘radical’ change has not occurred and that older professional values and working practices persist. Second, it reveals how, in at least one part of the public sector in the UK, management reforms have been partly undermined by a specific constellation of institutions and practices. These observations call for questioning the proposition that inter-archetype change is what has occurred and that current reforms will inevitably have this sort of transformational effect.     

基于公司治理的会计信息失真分析及治理研究

企业是一个利益相关者权利的集合体,公司治理的核心是剩余索取权和控制权的安排。会计信息在企业剩余索取权和控制权的安排中发挥着至关重要的作用,会计信息失真的深层原因在于企业的产权关系混乱、公司治理不完善、内部人控制问题严重。本文分析了公司治理失范对会计信息失真的影响,并在此基础提出治理会计信息失真应当从实质着手,理顺企业产权关系,完善公司治理,合理构建权力制衡机制,改革董事会的成员结构,在公司董事会之下设立财务委员会、审计委员会、调配监事会人员构成以强化监事会的监督职能。     

上市公司审计收费影响因素的实证研究

本文利用我国深沪两市A股上市公司2003年年报中披露的数据,对可能影响我国上市公司年度审计费用的主要因素,运用多元线性回归进行实证分析。研究结果发现,上市公司资产总额、纳入合并报表的控股子公司数目、其他应收款占总资产的比例、公司和事务所是否位于经济发达地区和董事会规模与年度审计费用显著正相关,而独立董事人数与年度审计费用显著负相关;应收账款占总资产的比例、存货占总资产的比例、审计意见、当年和前一年度的盈利状况等因素对年度审计费用的影响并不显著。因此,我国上市公司审计费用主要由审计的产品费用所决定,从而会计师事务所的审计收费主要反映了现实的审计成本,而审计风险等潜在风险成本并没有在审计收费中体现出来。     

Prevention incentives in long‐term insurance contracts

Long‐term insurance contracts are widespread, particularly in public health and the labor market. Such contracts typically involve monthly or annual premia which are related to the insured's risk profile. A given profile may change, based on observed outcomes which depend on the insured's prevention efforts. The aim of this paper is to analyze the latter relationship. In a two‐period optimal insurance contract in which the insured's risk profile is partly governed by her effort on prevention, we find that both the insured's risk aversion and prudence play a crucial role. If absolute prudence is greater than twice absolute risk aversion, moral hazard justifies setting a higher premium in the first period but also greater premium discrimination in the second period. This result provides insights on the trade‐offs between long‐term insurance and the incentives arising from risk classification, as well as between inter‐ and intragenerational insurance.     

Accelerating momentum for change!

As we develop strategies to compete globally, we are challenged with integrating our resources to execute these strategies effectively. Many companies are in the midst of dramatic shifts in corporate cultures, giving more responsibility to employees while raising expectations for their performance. The extent of these changes is far reaching and brings significant challenges to both employees and corporations. This article is a continuation of the evolution (over five years) of a corrective action/continuous improvement process implemented at Exide Electronics. It discusses organizational structures, including steering committees, corrective action teams, task teams, and work cells. Specific expectations, goals, and results of the teams are presented, along with ground rules for functioning within the organization. After structuring the organization and coordinating the resources effectively, the next challenge is accelerating momentum for change. The presentation also discusses the evolutionary process required to make a culture focused on change, including ongoing communication and feedback, constant evaluation and direction of the process, and measuring and paying for performance.     

Transformations in- and outside the internal labour market: institutional change and continuity in Japanese employment practices

The weak performance of the Japanese economy since the 1990s has renewed the debate on the efficiency of its employment practices. Although actual changes have long trailed expectations, two major developments have taken place in recent years: a rise in non-regular employment and the introduction of performance-related pay (seikashugi). Both affect the internal labour market that has been crucial to human resource management in Japan. The first development diminishes its relevance and the second directly impacts its functioning. This paper discusses these changes and the factors that determine their character. Moreover, it argues that the changes are not just aligned with but also made possible by an important continuity in the support for the core practice of lifetime employment. What results is a story of institutional change and continuity which argues that the specific character of Japanese employment practices remains in spite of an apparent convergence.