Corporate governance and the cost of public debt financing: Evidence from Japan

This paper explores the relationship between corporate governance mechanisms and the cost of public debt financing in Japan. Using a sample of corporate bonds newly issued in Japan during the period 2005–2008, I find that CEO ownership is associated with higher yield spreads after controlling for other governance, bond, and firm characteristics. Founding family ownership is also positively related to yield spreads. In contrast, firms with large corporate shareholders enjoy lower yield spreads. These results are robust to various alternative specifications. Overall, my results indicate the importance of corporate governance mechanisms in Japanese corporate bond markets.     

日本学者视野里的企业社会责任研究

2001年以来理论界对企业社会责任的综述研究,对我国学者站在企业社会责任研究前沿和推进我国企业社会责任实践有着极为重要的意义。日本和我国有着相似的文化背景,且都经历过或正在经历工业化时期,日本企业社会责任研究成果和实践经验对我国更具有借鉴意义。日本理论界是如何研究企业社会责任的,研究企业社会责任有哪些前沿问题,实务界是如何践行企业社会责任的等等,都是需要从日本现存理论文献和社会实践中总结和梳理的。本研究是在尽可能掌握日本文献资料基础上,对日本理论界和实务界关于企业社会责任的产生和发展、研究现状和前沿问题所做的综述研究,以期为我国学者深入研究日本企业社会责任起到铺垫作用,更好地借鉴日本经验以推进我国企业社会责任实践。     

Corporate Governance and the Information Content of Earnings Announcements: A Cross‐Country Analysis

Using firm‐level data from 23 developed markets, we document a positive association between overall firm‐level governance quality and the informativeness of earnings announcements measured by abnormal stock return variance. This finding is robust after controlling for the potential endogeneity of firm‐level corporate governance. Further analyses reveal that firms with strong governance show little evidence of earnings management, appoint Big 4 auditing firms, and attract analyst following, implying a positive link between strong corporate governance and the information quality of earnings announcements. Finally, there is some evidence that the relation between firm‐level governance and market reactions around the announcements exists only in countries characterized by a transparent information environment and strong legal investor protection.     

Corporate governance in Japan: past performance and future prospects

Much has been written about the Japanese 'model' of corporategovernance. Indeed, Japanese-style corporate governance hasbeen described as an efficient alternative to corporate governancemechanisms available in the West, and as a model for developingeconomies. As opposed to American-style corporate governance,in which hostile takeovers and managerial incentive schemesplay a major role, Japanese firms have traditionally reliedon monitoring by large shareholders and banks. This articledescribes the evolution of corporate governance in Japan sincethe Second World War, and surveys the empirical evidence onits performance. Although there is substantial evidence on theeffectiveness of the Japanese system, there is also evidenceon its significant shortcomings. The article also evaluatesthe effects of the current macroeconomic and banking criseson corporate governance in Japan, and suggests possible directionsfor future changes, which are likely to make Japan more similarto the USA in this respect.     

An Integrated Corporate Governance Framework and Financial Performance in South African‐Listed Corporations

This paper investigates the relationship between an integrated corporate governance (CG) index and financial performance using a sample of 169 South African (SA)‐listed corporations between 2002 and 2007. We find a statistically significant and positive association between a broad set of good CG practices and financial performance. In a series of sensitivity analyses, we find that our results are robust to endogeneity, different financial performance proxies, alternative CG weighting scheme and firm‐level fixed effects. We further distinctively examine the link between complying with SA context‐specific stakeholder CG provisions and financial performance. In line with political cost and resource dependence theories, our results reveal a statistically significant and positive nexus between compliance with stakeholder CG provisions and financial performance.     

The Effects of M&A on Corporate Performance in Japan:DID Analysis in the Era of Corporate Governance Reform

This study analyzes how mergers and acquisitions (M&A) affect the performance of acquired companies in Japan. The sample period includes the era in which the government of Japan promoted a series of corporate governance reforms. A difference-in-differences analysis is implemented to eliminate the endogenous effects of a corporate acquisition. Choosing a control group by propensity score matching, we find that acquisitions have significantly negative effects on employment but no significant effects on labor productivity. For acquisitions by Japanese companies, we also find no significant improvement in ROA but significant improvement in Tobin’s q. The results are consistent with the zombie company theory, which indicates that an M&A prolongs the life of an insolvent company. Acquisitions by Japanese companies are in contrast with those by foreign companies, which have positive effects on ROA.     

CEO compensation and firm performance in Japan: Evidence from new panel data on individual CEO pay

Prior studies on Japanese executive compensation have been constrained by the lack of longitudinal data on individual CEO pay. Using unique 10-year panel data on individual CEO's salary and bonus of Japanese firms from 1986 to 1995, we present the first estimates on pay-performance relations for Japanese CEO compensation. Specifically we find consistently that Japanese CEO's cash compensation is sensitive to firm performance (especially accounting measures), and that the “semi-elasticity” of CEO's cash compensation with respect to ROA is 1.3 to 1.4, which is in general agreement with prior estimates elsewhere. As such, our estimates do not support that Japanese corporate governance is unusually defunct with regard to the significance and size of the sensitivity of CEO compensation to accounting profitability. On the other hand, to be consistent with the literature on Japanese corporate governance that tends to downplay the role of shareholders and stress the role of banks and employees, we find that stock market performance tends to play a less important role in the determination of Japanese CEO compensation. Finally, we find that the bonus system makes CEO compensation more responsive to firm performance in Japan. The finding is in contrast to the literature on compensation for regular employees in Japan which often argues that bonus is a disguised base wage. J. Japanese Int. Economies 20 (1) (2006) 1–19.     

企业社会责任的治理模式:自三个维度观察

从国家、社会与企业三者之间的相互关系及其历史演进的独特视角,将西方企业社会责任的治理依次划分为市场治理、国家治理和社会治理三种模式,并对每一种治理模式的时间、成因、治理主体、治理方式、治理目标、推动力量等进行比较后认为,企业社会责任是国家、社会和企业三者利益博弈的结果,其边界呈现不断扩大的趋势,企业社会责任的社会治理是未来企业社会责任治理的发展方向和最佳选择。     

The East Asian crisis and financing corporate investment: is there a cause for concern?

In view of limited empirical evidence concerning the microeconomic aspects of corporate financial problems in the East Asian countries in the 1990s, this paper analyses the financing pattern of corporate investment in Indonesia, Korea, Malaysia, and Thailand. The analysis is based on an unbalanced panel of listed firms during the period 1989–1997. By using firm size, retention practices, and leverage as three different indicators of financial constraint on firm investment, we have examined the role of various internal and external financing variables on corporate investment in the sample countries. Results indicate that a large number of sample firms depend on free cash flow, especially in Indonesia; there was also a steady increase in debt-equity ratio in all countries. There were signs of agency costs in the use of cash flow in Korea and Malaysia and also in the use of debt financing in Malaysia and Thailand. There was also sign of over-investment among the Thai firms during 1994–1997 though it appears very little if at all was done to redress it in time.     

日本传统文化对公司管理的影响

日本公司治理特征的形成与日本传统文化有很大的关系,而基于日本传统文化的日本式管理形态对公司治理也有着不可忽视的影响。日本式公司经营及其形成的文化背景带有江户共同体色彩。日本公司治理和日本的传统概念有密切的关系,尤其是对职工的重视反映了日本公司共同体的概念。日本型资本主义也可称为东洋型封建资本主义。     

The Relation between Strategy,CEO Selection,and Firm Performance

We examine whether a firm's strategic priorities influence its selection of a new CEO and what conditions enable such an appointment to add value to the firm. More specifically, this study investigates the value‐adding effect when prospector firms (i.e., those pursuing a prospector‐type strategy) select a CEO with high social capital. We argue that uncertainty, driven by a firm's strategy, will determine the decision to select a CEO with high social capital; such CEOs can use their networks to mitigate the uncertainty and thus can be valuable to the firm. However, prior research indicates that CEOs with high social capital can engage in behavior detrimental to firm value. To mitigate the potential for this to occur, we assess whether corporate governance can play a role in prospector firms who appoint CEOs with high social capital. Drawing on archival data of CEO successions over a 14‐year period, we find that prospector firms have greater incentives to appoint CEOs with high social capital. We also find that prospector firms who appoint a CEO with high social capital improve their performance. Furthermore, the value‐adding effect of this selection choice is stronger in prospector firms with good corporate governance.     

Innovation and Corporate Tax Planning: The Distinct Effects of Patents and R&D*

Using a large US sample, we find a significant and positive relation between patents and corporate tax planning, and the effect is incremental to the effect of R&D on tax planning. We employ a quasi‐natural experiment based on staggered industry‐level innovation shocks to identify the positive causal effect of patents on corporate tax planning. We also find that patents are not associated with tax planning for domestic firms, but their association with tax planning is concentrated in multinational firms, which have the ability to shift domestic income to low‐tax countries. Moreover, we find that the identified effect mainly exists in the post–check‐the‐box (CTB) rule period when shifting income among affiliates becomes more flexible and convenient. Finally, we use two income‐shifting models and find that patents, rather than R&D, facilitate tax planning through an income‐shifting channel. Overall, our results suggest that R&D and patents facilitate firms' tax planning in distinct ways: R&D facilitates tax planning as intended through tax credits and deductions, whereas patents are used by taxpayers to avoid taxes aggressively through income shifting.     

The Role of Pension Business Benefits in Institutional Block Ownership and Corporate Governance*

We investigate whether potential pension contracting benefits lead institutions that provide pension services to acquire ownership blocks in firms and the implications of such blockholdings on the firms' corporate governance. We use the 2006 Pension Protection Act, which expanded pension participation in certain states, as a quasi-exogenous shock and find an increase in block ownership by pension-providing institutions in firms with substantial operations in affected states. Further, we find that the acquisition of a large block increases the likelihood that the institution will provide future pension services to the firm. With regard to corporate governance, we find that the acquisition of large pension blockholdings is associated with higher CEO pay and lower CEO turnover following poor financial performance. However, contrary to the prediction of the private benefits hypothesis, we do not find consistent evidence that large pension blockholdings are associated with declining firm profitability, suggesting that pension institutions are incentivized to exert monitoring to preserve the investment value of their blockholdings. Overall, our evidence is consistent with pension service institutions acquiring ownership blocks to obtain pension contracts, but our evidence does not support the prediction that they use their influence to compromise shareholder value.     

中、日独立董事制度比较研究

中国和日本在本世纪初分别引入了独立董事制度,但其实施效果却各不相同。本文从两个国家公司治理模式、移植进程中立法方式以及实施效果进行对比分析。最后得出本文结论:日本移植该制度所采用柔性的选择机制,更有利于新制度的移植和长效发展,这样的移植方式对我国完善公司治理有一定的借鉴意义。     

日本公司治理结构内部控制中存在的问题分析

内部控制是企业治理的主要内容之一。在新的经济环境冲击下,涉及内部控制的日本企业的组织管理架构以及一些旧的公司制度和惯习已经束缚了企业的持续发展。日本在解决内部控制中存在的问题上,注重从法律的建设入手,并以此为手段带动实体经济改革。从当前内部控制改革的动向看,虽然相关的一些上市企业能按法律要求去实施,但在新制度的效果上许多企业尚存在质疑。由商法的修改带动的公司内部控制问题及其改善成为日本近年企业治理的焦点问题。     

Do US macroeconomic conditions affect Asian stock markets?

The aim of this paper is to examine the impact of US macroeconomic conditions—namely, exchange rate and short-term interest rate—on the stock markets of seven Asian countries (China, India, the Philippines, Malaysia, Singapore, Thailand, and South Korea). We use daily data for the period 2000–2010. We divide the sample into a pre-crisis period (pre-August 2007) and a crisis period (post-August 2007). We find that, in the short-run, the interest rate has a statistically insignificant effect on returns for all countries, except for the Philippines in the crisis period. On the other hand, except for China, regardless of the crisis, depreciation has a statistically significant and negative effect on returns. When the long-run relationship among the variables is considered, for five of the seven countries (India, Malaysia, the Philippines, Singapore, and Thailand), while there is cointegration in the pre-crisis period, in the crisis period there is no such relationship, implying that the financial crisis has actually weakened the link between stock prices and economic fundamentals.     

An overview of Asian equity markets

This study overviews the development of 11 Asian equity markets, namely, China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, Philippines, Singapore, Taiwan, and Thailand. Prior to the onset of the global financial crisis, the Asian stock exchanges were generally bullish, underpinned particularly by China's robust economic performance. Innovations in financial products and services have been growing in importance, as stock exchanges in these countries have been making a concerted effort to introduce new features and best practices, with the objectives of raising market efficiency, enhancing service quality, and generally bringing operations up to par with international standards. But the potential to realize or support market efficiency can only be possible within an adequate legal framework, a sound market infrastructure, and appropriate corporate governance mechanisms. Thus, many challenges are still to be overcome in the region.     

‘Doing-good’ and ‘doing-well’ in Chinese publicly listed firms

Recently, the presumed benefits of corporate social responsibility have become an important issue, especially for China where institutional settings are quite different from other parts of the world. Using an internationally accepted benchmark (OECD's Principles of Corporate Governance, OECD, 2004), this study constructs a corporate social responsibility (CSR) index to measure the quality of the corporate social responsibility practices of the 100 major Chinese listed firms during 2004–2007. This enables us to evaluate the progress of the corporate social responsibility practices of Chinese firms. The results show that Chinese companies have been making progress in their corporate social responsibility practices. The findings also show that market rewards Chinese firms for improving their corporate governance practices which implies ‘doing-good’ leads to ‘doing-well’ in the equity market in China. We also find that overseas-listed and more profitable Chinese firms have better improvement in CSR practice. This study has policy implications in pushing for further CSR initiatives in other emerging markets.     

Stock repurchases in Japan: A solution to excessive corporate saving?

Since the 1990 s profitable Japanese companies have faced lower domestic growth opportunities; they have invested less, yet most have not increased their payout. This has resulted in a substantial deleveraging of their balance sheets. The popular term for this phenomenon is “corporate saving.” Corporate saving by Japanese companies is now at the highest level in history. Dividends and stock repurchases are two potential ways to resolve excessive corporate saving. Stock repurchases in particular offer a fast, flexible and very public method to solve the problem of excessive corporate savings. This research is an investigation of stock repurchases by Japanese companies from 2000 to 2009. Companies repurchase their stock to return excess cash to investors, resolve governance issues, adjust capital structure and send signals. This paper uses accounting and stock market information to explain this behavior. Contrary to recent research on American firms, we find that replacement of dividends does not appear to explain stock repurchase behavior in Japan. We find evidence that repurchase behavior in Japan is linked to excessive corporate savings. However, repurchases are also closely linked to the ownership structure of the firm. Firms whose dominant owners are other members of the firm's industrial group are less likely to repurchase. Bank ownership has mixed implications for repurchases. Firms having foreign and individual ownership are more likely to repurchase stock. Foreign and individual ownership appears to improve governance and thus may be a partial solution to excessive corporate savings.     

Relationship between Managerial Compensation and Business Performance in Japan: New Evidence Using Micro Data*

This paper examines the relationship between the level of managerial compensation and the quality of corporate governance in Japan in the period following the bubble burst of 1991–1995. There are three main findings. First, Japanese firms with weaker governance have greater agency problems in that managerial opportunism extracts higher compensation and the firm performs relatively worse. Second, these agency problems were more severe during the recessionary period of 1994–1995. Finally, governance structures in industries with higher managerial compensation are relatively weaker than in other industries.