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。     

Research notes and communications corporate restructuring and strategic change: The effect on diversification strategy and R & D intensity

In the 1980s a number of large corporations restructured their diversified businesses through divestitures. It is hypothesized that restructuring activity focused on firms at intermediate levels of diversification (e.g., related-linked) which have a mixture of related and unrelated business units. Results confirm this hypothesis which explains that such mixed corporate strategies create organizational and control inefficiencies in managing both related and unrelated types of business units. Restructured firms were also found to move towards two types of different internal capital markets (related and unrelated). Most restructuring firms moved toward lower levels of diversification (e.g., related-constrained), although some moved toward higher levels of diversification (e.g., unrelated business). Also, this study finds restructuring firms that changed their corporate strategy by reducing diversified scope increased their R&D intensity. Firms that restructured and increased their diversified scope decreased R&D intensity. This result suggested a partial substitution between diversification and R&D activity.     

Policy Issues Raised by For-Profit Spinoffs from Professional Associations: An Evaluation of a Recent AICPA Initiative

This paper provides an evaluation of the spinoff of a for-profit company from the American Institute of Certified Public Accountants (AICPA), a nonprofit professional association. The evaluation is based on a review of the literature on public policy issues surrounding organizational conversions from nonprofit to for-profit legal status. Many criticisms of this for-profit spinoff were voiced by professional leaders and accounting regulators, and we demonstrate that these criticisms are grounded in widely recognized policy principles relating to nonprofit conversions. The public policy issues raised by this study have implications for the governance of professional associations in all disciplines.     

Building strong brands in Asia: selecting the visual components of image to maximize brand strength

Asian brands have often struggled to develop quality images. The visual aspects of branding have received little attention on how they might be used to strengthen brand perceptions in Asia. Guidelines for designing visual brand stimuli are developed using evaluations of logos in China and Singapore. There is a significant relationship between design and the responses companies seek, including positive affect, perceptions of quality, recognition, consensus in meaning, and feng shui. How designs are perceived, and their effect on consumer responses, were similar between China and Singapore. Companies are encouraged to leverage design to strengthen their brands. In particular, they should select logo designs that are elaborate, natural, and harmonious as these created positive affect and quality perceptions, clear meaning, true recognition, and feng shui. Many of these relationships hold in the United Sates as well, implying that the visual aspects of brand strategies may accomplish companies' goals across international borders.     

论国有企业治理文化及其治理结构效应

企业治理文化是企业文化的有机组成部分,不同的治理文化会对企业治理结构产生不同的影响。本文在分析企业治理文化及其影响因素的基础上,着重探讨了国有企业治理文化及其治理结构效应,说明了加强国有企业治理结构建设,必须高度重视国有企业治理文化建设。     

"非典"与流动人口管理模式改革路径的选择

从人口迁移规律入手,分析了"非典"流行期间,北京流动人口管理中存在的种种问题,认为这是执行流动人口和户籍人口"分立并行"管理体制的结果;提出了以"居住地人口管理"模式取代"户籍属地管理"模式的改革设想.     

企业契约形式、财权安排与财务治理演进

本文认为,企业契约形式与财权安排及财务治理具有非常密切的内在联系。对我国不同时期企业契约形式的考察,发现财权安排具有内在逻辑,企业财务治理在不同历史时期具有不同的演进特征。     

Trade intensity,country size and corruption

Abstract. Several authors claim to provide evidence that governmental corruption is less severe in countries where trade intensity is higher or populations are smaller. We argue that theory is highly ambiguous on these questions, and demonstrate that empirical links between corruption and trade intensity – or country size, strongly related to trade intensity – are sensitive to sample selection bias. Most available corruption indicators provide ratings only for those countries in which multinational investors have the greatest interest: these tend to include almost all large nations, but among small nations only those that are well-governed. We find that the relationship between corruption and trade intensity disappears, using newer corruption indicators with substantially increased country coverage. Similarly, the relationship between corruption and country size weakens or disappears using samples less subject to selection bias. Received: July 2001 / accepted: April 2002 We thank Anand Swamy and two anonymous referees for helpful comments and suggestions, Paul Schorosch for able research assistance, and Ray Fisman, Roberta Gatti, Aart Kraay, and Shang-jin Wei for kindly providing data. The conclusions of this paper are not intended to represent the views of the World Bank, its Executive Directors, or the countries they represent.     

The effect of interfirm dependence structures on governance mechanisms

Despite recent developments regarding the study of interdependence structures, previous research has rarely investigated the simultaneous effect of both interdependence magnitude and interdependence asymmetry on governance mechanisms among exchange parties. A survey of manufacturing companies has been used to test a theory about the interactive effect of buyer dependence and supplier dependence on inter-firm governance. The analysis of the survey supported the proposition that both buyers and suppliers that are highly dependent on each other (high interdependence magnitude and low interdependence asymmetry) may choose to rely on monitoring and the norm of information sharing. However, when a buyer's dependence is low regardless of the supplier's dependence level, the buyer does not rely on the norm of information sharing (buyer's relative interdependence advantage, buyer's relative interdependence disadvantage, and low interdependence magnitude). On the other hand, when the supplier's dependence on the buyer is low, the buyer relies on monitoring regardless of its dependence level (buyer's relative interdependence disadvantage and low interdependence magnitude). However, this study did not empirically measure performance. Further research should be done on the effect of congruence between the governance mechanism and its antecedents on buying performance.     

机构投资者与公司治理

随着机构投资者的发展壮大,人们越来越关注其对公司治理方面的作用。由于机构投资者巨大的股票持有量,他们存在参与公司治理的愿望。但因为经济往来关系、法律法规规定、信息处理障碍导致机构投资者并不能有效地参与公司治理。