保险公司治理评价:指标体系构建与评分计算方法

保险公司治理评价是保险公司治理理论与实践的重要组成部分。本文构建了一个涵盖股东权益机制、董事会治理、监事会治理、经理层治理、信息披露机制、利益相关者治理、公司治理文化、公司社会责任等8个一级指标以及与之相关的33个二级指标和117个三级指标的保险公司治理评价指标体系。本文基于层次分析法对保险公司治理评分的计算方法进行了探讨,并籍此对保险公司治理评分进行了算例分析。该保险公司治理评价指标体系与评分计算方法有利于促进保险公司自身的治理诊断控制,并能为保险公司的股东、债权人、员工、客户等各类利益相关者的相关决策及政府的监管提供有益的指导与参考。     

我国券商治理风险及对策

我国证券公司经营户中存在多种委托-代理关系。在现行的治理框架下，股东相容性风险、股东-经营层代理风险和客户-经营层代理风险均居高不下，使得治理风险成为我国券行业的最大风险。以国有产权为主导的产权结构和激励不相容的外部治理机制是滋生治理风险的源头，也是解决问题的切入点。     

Re-scaling risk governance using local appraisal and community involvement

This paper describes a risk governance model applied on a local scale, showing the advantages and constraints found during its application. The risk governance model, built on a municipal scale, results from the application of the International Risk Governance Council framework. The model is characterised by the cyclicity between the assessment and management spheres, assuming communication to be essential in all stages. Its application in central Portugal is rooted in a specific knowledge of hazards and their impacts, the human and financial constraints, and the expectations of citizens and stakeholders. The results show that preformatted management solutions derived from national civil protection stakeholders can be adapted to a local physical, social and institutional context. It was found that this depends significantly on the stakeholders’ concerns assessment, as this allows the subsequent risk management options to be adapted and legitimised. As a result, more appropriate land-use regulations and mitigation strategies are being designed, which are related to urban planning, road design, risk sensitisation and communication tools. However, two features are likely to lead to an overlapping of competences and conflicts concerning responsibility for decision-making in the actual civil protection structure: the current constraints on resources on an operational level and the potentially inadequate representation of stakeholders on a strategic level.     

Review of industrial safety management by international agreements and institutions

A review of the management of industrial safety on the basis of international agreements and institutions is presented. Focus is given to risks related to the chemical process industry. First, the key technical elements of the process to assess and manage industrial risks are described together with the related key legislative principles. Various techniques exist for the assessment of risk of industrial operations, and for the assessment of hazards to the environment and mankind. These techniques share common areas, e.g., with regard to data collection and interpretation, that offer the possibility of synergetic approaches via international agreements and institutions. In addition to technical risk assessment, cultural factors will need to be taken into account when addressing the topic of acceptable risk in any given social context. Next, various examples of current risk management frameworks in a multi‐ and bilateral context are given. Eventually, as a concrete example of an industrial risk management framework, the European Union's legislation to control major accident hazards, the Seveso II Directive, is discussed. An outlook on future actions concludes the paper.     

Paper and Hill: An In‐Class Corporate Governance Case

Corporate governance is a set of rules and processes that help ensure that firms are effectively run for the benefit of their stakeholders. Good corporate governance is predicated on having directors fulfill their fiduciary duties while acting as stewards of the corporation. The fact that good corporate governance is essential to a well‐functioning and prosperous society is reflected in CPA Canada's Strategy and Governance competency. Unfortunately, there are few in‐class Canadian corporate governance cases that instructors can use to help accounting students improve their understanding of these three fundamental governance concepts: director duty of care, director duty of loyalty, and the business judgment rule. This Canadian corporate governance case is based on the actual events regarding the approval of Steven Hill's employment contract as the Chair of Paper Enterprises Inc. The case is presented using PowerPoint slides, rather than in a traditional narrative format, as it intended to be used as an in‐class case that does not require advance student preparation.     

The maturation of biodiversity as a global social–ecological issue and implications for future biodiversity science and policy

Achieving the future targets for 2020 under the Convention on Biological Diversity, including that to halve the rate of habitat loss, will require rapid transformation to more effective governance. We present a global analysis of the transformative pathway of biodiversity using the social maturation framework of issue progression through six phases: Observation, Theorization, Popularization, Challenge, Governance and Normalization. Biodiversity is currently caught at a critical juncture between the Challenge and Governance phases. Movement from the Popularization to Challenge phase around 1990 occurred with intensified public discourse about biodiversity. The ongoing decline in biodiversity could be expected to trigger public concern and movement into the Governance phase, but this has not yet occurred. We hypothesize that benefits from expansion of the human ecological footprint acting in the opposite direction to biodiversity decline dampen system response. This dampening limits resolution of key debates and societal consensus about incorporating biodiversity into legislative and market systems. High quality independent science that connects with public discourse is needed to mobilize decision-makers at multiple scales. Ensuring the new Intergovernmental Platform on Biodiversity and Ecosystem Services (IPBES) connects to non-government actors who catalyze issue-based social discord about biodiversity risks would help ensure future governance and normative responses.     

Ranking Corporate Governance of Australia's Top Companies: A Decade On

The Horwath/University of Newcastle (UoN) Corporate Governance Reports commenced in 2002 and were among the first to assess Australia's largest companies on their corporate governance structures and policies. Initiated prior to the release of the 2003 Australian Securities Exchange Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations, and at a time of increased focus on corporate governance failures, the reports attracted much attention from both the media and stakeholder groups. This paper reports the findings of applying the Horwath/UoN methodology to the relevant corporate governance disclosures of the 2012 annual reports of Australia's top 200 companies. Comparison to the original analysis of 2002 annual report disclosures shows a significant improvement across all areas of corporate governance by Australia's top companies. However, there remain some areas of concern, particularly in respect to board diversity, risk management and insider share trading policies.     

Market Interest in Nonfinancial Information

During the past two decades, more and more companies have volunteered to provide “corporate social responsibility” or “sustainability” reports that include information about their environmental, social, and governance (ESG) policies and performance. Such reporting has come about largely in response to demands by a wide range of stakeholders for information about how the company's operations are affecting society in a number of different ways. But do investors really care about companies' ESG performance and policies? Using data from Bloomberg, the authors provide the first broadly based empirical evidence of investors' interest in ESG data. More specifically, the authors show how interest in the top 20 ESG metrics varies with geographical location (European vs. American), asset class (fixed income vs. equity), and firm type. At the aggregate market level, there is greater interest in environmental and governance information than in “social” information. U.S. investors are more interested than their European counterparts in governance and less interested in environmental information. Equity investors are interested in a wider range of nonfinancial information than are fixed income investors. And whereas sell‐side analysts are primarily interested in greenhouse gas emissions, money managers tend to focus on a broader set of metrics. Similarly, pension funds and hedge funds have shown interest in more nonfinancial metrics than insurance companies. The authors' bottom line: Companies need to recognize the growing market interest in nonfinancial information and ensure that they are providing it according to the specific information needs of market users.     

Long-term financial performance of corporate social responsibility

We conduct an empirical investigation of the relationship between corporate social responsibility (CSR) and long-term stock performance in Japan. This study is set in the Japanese context. We find, first, that CSR activities are positively related to long-term stock returns. Second, shareholders and financial institutions that have long-term investments with strong governance promote CSR activities. Third, discussion with stakeholders, such as loyal well-socialized consumers in developed countries, supports firms' CSR activities, especially environmental issues in Europe and governance in North America. Finally, short-term CSR investment does not yield good stock performance. By applying robust methodology to over 10 years of data, our study supports the hypothesis that investors in the Japanese market are significantly concerned about the social activities of firms, and that these concerns are reflected in the markets. This study provides quantitative evidence of the positive effect that CSR has on long-term stock investments in the Japanese market. In addition, it concludes that CSR has the potential to be a tool to moderate myopic short-termism.     

From objective to constituted risk: an alternative approach to safety in strategic technological innovation in the European Union

Safety is a legitimate means of limiting technological innovation in our societies. However, the potential socio-economic impact of curtailing techno-industrial progress on the grounds of safety means that risk governance policies tend to restrict the range of legitimate approaches to safety on the principle that it can only be discussed in the frame of an allegedly objective scientific representation of risk. In European risk governance, socio-economic factors such as the underlying innovation rationales and goals are not openly considered to be related to the constitution of safety, but tend largely to be treated as factors of subjective reaction towards risk and technology. This paper seeks to overcome that approach by proposing a ‘constitutive’ understanding of how risk and socio-economic factors and dynamics relate, focusing in particular on the ‘safe and responsible’ development of nanotechnology in the European Union (EU). I argue that risk is constituted according to socio-economic considerations, and that the controllability of the environmental and health risks of nanotechnology in the EU is assumed on principle in the very strong institutional commitment to the industrial exploitation of nanotechnology R&D. Using a constitutive approach, we may legitimately conceive a broader set of potential safety scenarios, while at the same time highlighting major obstacles to implementing more critical constitutions of techno-industrial risk in the framework of a highly competitive knowledge-based global economy.     

Local Government Audit Committees: A Behaviour Framework for Effective Audit Committee Performance

Stakeholders will always be more receptive to the creation of structured and credible systems that pull participants towards good governance outcomes which serve to remove temptation rather than systems that attempt to push or otherwise coerce people into a state of compliance. This paper uses behavioural theory as an interpretative lens to explain the actions and effectiveness of public sector audit committees. Financial probity, independence to avoid conflicts of interest and conformance to ethical practices are the tenets of effective governance. Audit committees can be one of the mechanisms to monitor the risks of the public sector and the executive management team especially where ‘self‐interest’ conflicts with the governance requirements of legislation, societal norms and community expectations. An effective audit committee can provide behavioural oversight of governance processes, although one cannot legislate for integrity and honesty. The presence of an effective and contributing audit committee in local government negates a councillor from listening or subverting positive actions and provides a signal to external stakeholders of organisational risks.     

Do Corporate Governance Analysts Matter? Evidence from the Expansion of Governance Analyst Coverage

T his paper examines the economic consequences of the initiation of governance analyst coverage. Governance analysts process, enhance, and disseminate governance‐related information to capital market participants via, for example, governance reports and ratings. Using an exogenous shock in the United Kingdom, I find that an increase in governance analyst coverage results in increased governance quality, improved liquidity, increased financial analyst following, and improved investor breadth. These findings are consistent with governance analysts creating value for firms via monitoring, information dissemination/production, and investor recognition.     

基于“善治”理念的我国基本养老保险覆盖面研究

扩大基本养老保险覆盖面必须基于特定的理念进行顶层设计,"善治"理念强调社会公平正义,强调治理主体的多元化,契合了我国基本养老保险制度改革的现实需要。我国基本养老保险领域存在的主要问题在于覆盖面过低,且存在城乡与地区之间在覆盖面和保障水平上的显著差异。从"善治"理念出发,本文提出要充分发挥政府、企业、社会组织及公民个人在扩大基本养老保险覆盖面中的作用,通过不同主体之间的合作实现基本养老保险的全民覆盖。     

Interdisciplinary integration in Europe: the case of the Fifth Framework programme

This paper describes an investigation into the experience of researchers and research managers involved in the European Union Fifth Framework Programme (FP5) with its ambitious encouragement of more integrated problem-oriented approaches to research. We used a series of workshops, a questionnaire survey, individual telephone interviews and six detailed case studies to examine the extent to which these ambitions for ‘interdisciplinary integration’ were being met and the issues involved. Various models of disciplinary integration were identified, which may be appropriate in particular settings. Whilst we found disappointingly few projects that seemed by our criteria to be clearly interdisciplinary, particularly in crossing the boundary between natural and social sciences, we did find a great deal of learning taking place about how to conduct interdisciplinary research and how to overcome some of the difficulties experienced. Researchers emphasised in particular the importance of careful consortium development and team building as a basis for effective interdisciplinary research, and the time and effort needed to establish effective communication between different specialisms. The paper identifies barriers to collaboration between disciplines and some strategies and measures through which closer integration, and its associated benefits, might best be secured.     

Corporate governance and firm value: International evidence

In this paper, we investigate the relation between firm-level corporate governance and firm value based on a large and previously unused dataset from Governance Metrics International (GMI) comprising 6663 firm-year observations from 22 developed countries over the period from 2003 to 2007. Based on a set of 64 individual governance attributes we construct two alternative additive corporate governance indices with equal weights attributed to the governance attributes and one index derived from a principal component analysis. For all three indices we find a strong and positive relation between firm-level corporate governance and firm valuation. In addition, we investigate the value relevance of governance attributes that document the companies' social behavior. Regardless of whether these attributes are considered individually or aggregated into indices, and even when “standard” corporate governance attributes are controlled for, they exhibit a positive and significant effect on firm value. Our findings are robust to alternative calculation procedures for the corporate governance indices and to alternative estimation techniques.     

Corporate social responsibility and stakeholder governance around the world

This paper examines the impact of stakeholder governance on corporate social responsibility (CSR) to determine whether CSR is employed as a mechanism to mitigate conflicts of interest between managers and diverse stakeholders, or used as managerial perquisites. To examine this relation properly, we not only employ an extensive sample of international firms, but also mitigate endogeneity by using various econometric methods. We find that stakeholder governance positively influences firms' CSR engagement with a greater magnitude than board governance after controlling for confounding factors. Stakeholders' influence in CSR engagement is more pronounced when investor protections and board governance are relatively weak.     

企业财权安排的几个基本理论问题:基于利益相关者理论研究

长期以来,人们研究企业所有权安排的基本思路是"股东至上"逻辑。然而,在现代市场经济条件下,随着企业对人力资本和外部资源的日益重视以及世界各国对企业的社会责任和各利益相关者在企业治理中的作用越来越关注,"股东至上"逻辑受到了愈益强烈的挑战,利益相关者理论已成为企业治理理论的重要组成部分。本文着重运用利益相关者理论对企业财权安排的基本前提、客观基础、主要特征和实现机制等基础性问题进行了研究,以期拓展企业治理理论的研究领域和应用价值。     

The role of shareholder proposals in corporate governance

This paper examines the corporate governance role of shareholder-initiated proxy proposals. We find that target firms tend to underperform and have generally poor governance structures, with little indication of systematic agenda-seeking by the proposal sponsors. Governance quality also affects the voting outcomes and the announcement period stock price effects, with the latter strongest for first-time submissions and during stock market peaks. Proposal implementation is largely a function of voting success but is affected by managerial entrenchment and rent-seeking. The results imply that shareholder proposals are a useful device of external control, countering arguments that they should be restricted rather than facilitated under the SEC's current regulatory agenda.     

Mandatory corporate social responsibility disclosure and dividend payouts: evidence from a quasi‐natural experiment

Employing the enactment of a regulation that mandates a subset of firms to disclose their corporate social responsibility (CSR) activities as a quasi‐natural experiment, we find that mandatory CSR disclosure reduces firms’ dividend payouts significantly. Further analyses indicate that the negative relation is more pronounced for firms with weaker corporate governance mechanisms, where shareholders lack of effective tools to protect themselves against pressures from stakeholders, and a shift of relative power towards stakeholders is more likely to occur. Our paper provides a specific channel through which mandatory CSR disclosure benefits stakeholders at the expense of shareholders.