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。     

Strategy and society: the link between competitive advantage and corporate social responsibility

Governments, activists, and the media have become adept at holding companies to account for the social consequences of their actions. In response, corporate social responsibility has emerged as an inescapable priority for business leaders in every country. Frequently, though, CSR efforts are counterproductive, for two reasons. First, they pit business against society, when in reality the two are interdependent. Second, they pressure companies to think of corporate social responsibility in generic ways instead of in the way most appropriate to their individual strategies. The fact is, the prevailing approaches to CSR are so disconnected from strategy as to obscure many great opportunities for companies to benefit society. What a terrible waste. If corporations were to analyze their opportunities for social responsibility using the same frameworks that guide their core business choices, they would discover, as Whole Foods Market, Toyota, and Volvo have done, that CSR can be much more than a cost, a constraint, or a charitable deed--it can be a potent source of innovation and competitive advantage. In this article, Michael Porter and Mark Kramer propose a fundamentally new way to look at the relationship between business and society that does not treat corporate growth and social welfare as a zero-sum game. They introduce a framework that individual companies can use to identify the social consequences of their actions; to discover opportunities to benefit society and themselves by strengthening the competitive context in which they operate; to determine which CSR initiatives they should address; and to find the most effective ways of doing so. Perceiving social responsibility as an opportunity rather than as damage control or a PR campaign requires dramatically different thinking--a mind-set, the authors warn, that will become increasingly important to competitive success.     

论商业银行的社会责任

商业银行的社会责任主要指商业银行对其利益相关者所承担的经济、法律、道德和慈善方面的责任.履行社会责任是现代商业银行成熟的标志,也是完善商业银行公司治理机制的重要举措.我国商业银行在履行社会责任方面与国外商业银行相比还有很大差距,主要体现在社会责任观念淡薄、相关管理目标缺乏、支持慈善事业力度不够、员工劳动保护措施不力、诚信竞争原则不足等方面.鉴于此,作者指出商业银行履行社会责任需要多重力量,需要政府和社会的推动、法律和制度的外部强制、舆论的监督和引导,更需要商业银行内部自律机制,以完善治理结构为契机,加强自我约束,使其符合企业社会责任规范.     

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。     

From Member of the Company to Registered Auditor: The Role of the External Auditor in Corporate Governance

Corporate governance has often been defined in a narrow way as comprising 'the range of control mechanisms that protect and enhance the interests of shareholders of business enterprises' ( Fama and Jensen 1983 ). In the corporate governance literature there has also been a general focus on the structure and functioning of boards of directors and the responsibilities of audit committees in relation to external auditing ( Rosenstein and Wyatt 1990 ; Shleifer and Vishny 1997 ). This article looks at the evolution of the role of external auditing in corporate governance. The role of the external auditor has changed through time, and consequently it should not be assumed that the role of external auditing is fixed or that it cannot be changed to meet societal needs and expectations. This observation leads to the primary argument of our article, which is that the role of the external auditor in corporate governance ought to be expanded in order to enhance the effectiveness of corporate governance for the benefit of a wider spectrum of stakeholders and society generally.     

Corporate ethical futures: responsibility for the shadow on the future of today's ethical corporations

Humankind needs protection from the actions of corporations, which have an effect in time and space beyond the boundaries that they attend to in their day-to-day business decisions or their regulatory duties. A combination of an ethical orientation with a futures orientation gives rise to ethical futures, which produces a more developed and robust moral code for corporate organisations. In a pilot study of the current corporate social responsibility reports of five corporate organisations, a tentative qualitative relationship was found between the futures orientation of these corporations and their (BITC) corporate social responsibility index rating. Enforcing corporate ethical futures should become an imperative for stakeholders.     

Conceptualising social risk and business risk associated with private sector development projects

There are various definitions of social risk. For some, social risk pertains to social protection, and risk-taking is thought to enhance human welfare. For others, social risk is contrasted with empirical risk, where the perception of risk by lay members of society differs from that of experts in any given field. More recently, social risk has come to be associated with the potential future negative social impacts of corporate activities and private sector development on individuals and groups. This paper theorises the relationships between social risk and business risk in the context of private sector developments. Many business leaders continue to conflate social risk with their existing understandings of business risk, with social risk understood to be the risk to the business arising from the actions of community stakeholders. Conceiving of social risk in this way has implications for the discrete identification, prevention and mitigation of social and business risks and impacts, and has ramifications for corporate risk management strategies, as well as companies’ relationships with community stakeholders.     

社会责任信息披露对企业资本结构的影响——基于市场竞争度的视角

社会责任信息披露是企业与利益相关者进行沟通的重要渠道,亦是履行企业社会责任的重要手段,外部利益相关者可借此了解企业的经营策略。以2012年沪深两市上市公司为截面样本,通过实证研究发现：企业社会责任信息披露与资本结构之间呈现“U”型结构,且该结构在市场竞争激烈时显著,在市场竞争度低时不显著,说明市场竞争强化了企业社会责任信息披露与资本结构之间的关系。     

Wie man durch Moral ins „Geschäft“ kommt: Ein ordonomischer Beitrag zum betrieblichen Risikomanagement

Through an analysis of Alfred Krupp’s 19th-century social welfare program, this paper develops an ordonomic contribution to corporate risk management. The paper argues that companies can employ ‘morality as a factor of production’ by a differentiated business strategy of moral commitments. In this way, companies can not only considerably reduce their exposure to the undesirable risks of losing core business relationships with important stakeholders. But at the same time, businesses may increase their readiness to take desirable innovation risks that are pivotal for long-term value creation. Ultimately, the paper develops an argument for how companies can better live up to the role of being an agent of societal value creation, often articulated by concepts such as “corporate social responsibility” or “corporate citizenship”.     

New Corporate Forms: One Viable Solution to Advancing Environmental Sustainability

There is a clear trend in corporate governance toward increased attention to the environmental and social impacts of business operations. Major consulting firms are advising Fortune 500 companies on how to become more environmentally sustainable, private equity and “impact” investors are measuring environmental, social, and governance (ESG) factors, and voluntary reporting and shareholder resolutions on issues of environmental sustainability are on the rise. While traditional corporate forms allow companies to embrace social and environmental responsibility with some measure of success, various real and perceived risks encourage directors to focus on short‐term profitability. Even if a company has a strong social mission at inception, founders often have difficulty “anchoring their mission” over time. And the lack of required disclosure of social and environmental performance makes it more difficult for investors to evaluate and compare companies. Many believe that the institutionalized mispricing of natural resources and the continued failure to price externalities, combined with the progressive nature of climate change, require the transformation of both business and law. This article discusses social and environmental sustainability within the traditional corporate form and then explores three emerging alternatives that are now being used by businesses in California: limited liability corporations (LLCs); benefit corporations (B corps); and flexible purpose corporations (FPCs). Of these three alternatives, FPCs—a corporate form that requires shareholders to agree on one or more social missions with management and the board—may be best suited to meet the needs of the many small private firms (as well as some large public companies) that, whether for purely economic or altruistic reasons, plan to integrate ESG into their operations.     

The effect of corporate social responsibility on the branding of financial services

In today's global world, corporate social responsibility (CSR) is increasing public demand for greater transparency from multinational companies. CSR is a new and growing financial risk factor. If it is mismanaged, a firm's corporate reputation can be badly damaged and a direct negative impact on its business and bottom-line may result. Instead of simply campaigning directly against industrial groups and lobbying governments and international organisations to issue new legislation, non-governmental organisations (NGOs) are increasingly putting pressure on the financial services groups and insurance companies. This new global tactic may affect a bank's relationship with its clients and shareholders.There are market benefits and competitive advantages for those companies whose business policies integrate CSR. The growth in socially responsible investments and in CSR awareness among City people persuades some bankers that the most successful firms of the future will be those who proactively balance short-term financial goals with long-term sustainable franchise building. To respond to this challenge, corporations will have to convince citizens they can trust both their brands and the people behind them. In this context, one must recognise that finance brands have been clumsily managed. Nowadays, several big consumer brands are used as societal role models, but they are also the targets of anti-globalisation and anti-logo activists. In order to avoid such an outcome — not to mention corporate mortification — the key social marketing strategy must be to communicate proactively the business activity's raison d'être to opinion leaders and the general public. In general, industry does not yet care enough and many companies are reacting only when put under pressure by public opinion. It is time, however, to market the social raison d'être of a business and indeed to contest its current exclusion from ‘civil society’. Consumer and service sectors lead the field. In view of the downturn of the global economy, more than ever before, CSR branding is of paramount importance to the financial sector if bankers do not want to become the easy scapegoats. It is necessary to make it clear that financial services companies are global citizens too.     

社会责任履行对企业价值的影响

经济全球化使得世界各国联系更为紧密,全球环境污染、气候变化、企业信用危机等的挑战,共同推动企业社会责任运动的蓬勃发展。企业作为最重要的社会生产组织,积极履行社会责任是遵循人口、资源与环境可持续发展理念的重要表现,也是企业追求价值增值的实际需要。在对国内外文献评述的基础上,基于利益相关者理论,阐述了企业履行社会责任对企业价值的影响路径,并利用A股上市公司2009-2011年292组数据,检验企业社会责任履行与企业价值的相关关系。研究结论表明企业社会责任与企业价值之间存在显著正相关关系,这为企业自觉履行社会责任提供了一定的理论指导。     

Managing toxic chemicals in Australia: a regional analysis of the risk society

The paper takes examples from two decades of toxic risk management in Australia in order to examine the challenges that the conditions of the ‘risk society’ pose for the chemicals industry in this country. These issues for corporate governance are set against a shift in political discourse in the direction of the limiting of the state, co‐governance between state and industry, and new community involvements and responsibilities. The paper describes new social movements and alliances influencing corporate structures and processes for decision making in Australia. The case examples lead to conclusions concerning the fundamental innovations in the organizational design of regulatory bodies and corporations that are required if progress is to be made towards sustainability and the re‐establishment of public trust. The findings of this paper are symptomatic of the more general challenges that the ‘risk society’ poses for the mainstream political programmes and their frameworks for regulation, for corporate architecture and for the relationships between governments, corporations and the community.     

企业社会责任:“真心”抑或“幌子”?——基于高管内幕交易视角的研究

企业承担社会责任究竟是“真心”还是“幌子”?与现有研究聚焦于考察社会责任对企业行为的影响不同,本文基于高管个体行为视角,实证检验企业社会责任对高管个体证券交易行为的影响。基于2008～2014年中国沪深A股上市公司高管10338个内幕交易样本的实证结果显示:(1)企业承担社会责任不仅能抑制高管内幕交易的规模,更能显著降低高管内幕交易获利性,这表明作为社会责任的谋划者,企业高管并未以社会责任为“幌子”牟取个人证券交易的私利,在一定程度上提供了企业“真心”承担社会责任的证据;(2)进一步从“信息模型”和“声誉模型”双重视角探究发现,在企业信息不透明和高管个人声誉较差的情况下,企业社会责任对高管内幕交易获利性的抑制作用更为显著;并且相较于高管个人声誉较差的情况,企业社会责任在信息不透明的情况下对高管内幕交易获利性的抑制作用更强。总之,本研究从高管个体行为视角提供了企业社会责任具有积极治理作用的证据,不仅丰富了企业承担社会责任经济后果的研究,同时,对利益相关者也具有实践指导意义。     

企业社会责任:“真心”抑或“幌子”?——基于高管内幕交易视角的研究

企业承担社会责任究竟是“真心”还是“幌子”?与现有研究聚焦于考察社会责任对企业行为的影响不同,本文基于高管个体行为视角,实证检验企业社会责任对高管个体证券交易行为的影响。基于2008～2014年中国沪深A股上市公司高管10338个内幕交易样本的实证结果显示:(1)企业承担社会责任不仅能抑制高管内幕交易的规模,更能显著降低高管内幕交易获利性,这表明作为社会责任的谋划者,企业高管并未以社会责任为“幌子”牟取个人证券交易的私利,在一定程度上提供了企业“真心”承担社会责任的证据;(2)进一步从“信息模型”和“声誉模型”双重视角探究发现,在企业信息不透明和高管个人声誉较差的情况下,企业社会责任对高管内幕交易获利性的抑制作用更为显著;并且相较于高管个人声誉较差的情况,企业社会责任在信息不透明的情况下对高管内幕交易获利性的抑制作用更强。总之,本研究从高管个体行为视角提供了企业社会责任具有积极治理作用的证据,不仅丰富了企业承担社会责任经济后果的研究,同时,对利益相关者也具有实践指导意义。     

企业社会责任与财务管理变革——基于利益相关者理论的研究

面对全球性企业社会责任运动的强烈挑战,企业财务管理必将发生相应的变革。这不仅是一个现实选择的问题,而且是一个理论上有待研究并给予明确回答的问题。本文着重运用利益相关者理论,对这一问题进行了探讨,认为企业承担社会责任不是一种简单的利他主义,而是一种既利己也利他的最优抉择;企业财务管理变革必须在财务目标、财务治理、财务政策和财务评价等方面突破"股东至上"逻辑,建立起"利益相关者合作"财务管理模式。     

Changes in social and environmental reporting practices in an emerging economy (2004–2007): Exploring the relevance of stakeholder and legitimacy theories

We examine social and environmental reporting (SER) practices of listed companies in the island economy of Mauritius. Based on a content analysis of annual reports, quantitative and qualitative changes in SER were analyzed in light of recent developments in corporate governance and with regard to the prevailing social and political contexts of this emerging economy. We find a significant but selective increase in the volume and quality of SER over the period under review (2004–2007). We rely on Suchman's (1995) conceptualizations of legitimacy to argue that the changes in SER are related to a need for companies to demonstrate an affiliation to pro-social objectives (moral legitimacy) and, to a lesser extent, are motivated by the need to manage specific stakeholders (pragmatic legitimacy). More specifically, the increase in ethical disclosures reflects an attempt at gaining procedural legitimacy in response to criticisms of corruption and unfair/unethical business practices. Furthermore, the increase in social disclosures can primarily be seen as a mechanism to gain consequential legitimacy in response to concerns that local companies are not sufficiently contributing to the country's social development. We suggest that future empirical research should devote more attention to the specific characteristics of emerging economies (such as levels of corruption and unethical business practices and the level of corporate governance) and examine whether these can explain patterns of corporate SER in a given national context or on a cross-country basis.     

企业社会责任、融资约束与企业金融化

企业承担社会责任能够通过与利益相关者进行资源交换获得战略资源,但是战略资源对企业绩效的影响取决于企业的投资方向。在实体企业金融化愈演愈烈的经济环境下,本文利用2010—2017年中国A股非金融上市公司数据重点探讨了企业社会责任对企业金融化的影响及其作用机制。研究结果表明:(1)企业社会责任提高了企业的金融资产配置水平,存在“金融化效应”;(2)融资约束在企业社会责任对企业金融化的影响中具有部分中介作用,企业社会责任通过缓解融资约束加剧了企业金融化;(3)企业社会责任的“金融化效应”仅在外部监管力度较弱的非国有企业、内部治理水平较低的低股权集中度企业中存在,行政外部监督和企业内部监督能够在“融资约束—企业金融化”过程中对管理层的机会主义行为发挥治理作用;(4)识别机制检验证实了中国企业金融化主要出于利润最大化的“投资替代”动机。以上结论为政策制定者规范企业社会责任报告披露方式、引导金融回归实体经济具有借鉴意义。     

Increasing the role of auditing in corporate governance

While critical accounting research has long been vitally interested in relationships between accounting, auditing and control of business organizations, mainstream research in accounting, finance and management has only recently displayed an increased interest in questions of corporate governance. The notion of corporate governance typically employed in mainstream research focus on enhancing benefits to shareholders. The structure and the functioning of boards of directors, and audit committees of such boards, are primary concerns within this line of research. This paper presents an alternative view of corporate governance and the role of auditing within corporate governance. We argue that the role of auditing should be increased in order to enhance the control of corporations for the benefit of all stakeholders and society generally.     

Delaware Public Benefit Corporations: Widening the Fiduciary Aperture to Broaden the Corporate Mission

As a past practitioner of corporate law in Delaware for 26 years who remains convinced that the for‐profit corporation remains the best vehicle for raising and allocating private capital, the author nevertheless also believes that the stockholder primacy model that currently animates corporate fiduciary principles is too narrow. In the excerpts from his new book that make up this article, the author describes the “benefit corporation,” which introduces a corporate governance model based on stakeholder principles. This model encompasses a more complete recognition of the complex interdependencies between all aspects of a global society, and of the responsibility of corporations to reflect those interdependencies in their decision‐making. Although initially a skeptic, the author now believes that benefit corporation law offers an important opportunity for companies to align the interests of their investors with those of their stakeholders in a potentially value‐increasing way that is discouraged by traditional corporate law. State legislatures began authorizing benefit corporations in 2010, and they are now available in 32 U.S. jurisdictions. Over 3,000 benefit corporations have been formed. What's more, they are raising capital from traditional funders, including venture capitalists, and at least one benefit corporation has already gone public. As the author says in closing, “the stakeholder governance model facilitated by benefit corporations provides a clear path to a future of shared value creation, and some investors and corporations have started down that path.”