博弈条件下独立董事行为分析及对策

首先分析了独立董事在强化我国上市公司管理层内部制衡机制上的作用不明显的原因是独立董事在代理中小股东行使权利的过程中存在失职行为;然后运用博弈论的方法通过构建不完全信息下的静态和动态信任博弈模型对独立董事的失职行为进行了分析;最后,本文从激励和约束两大方面就如何治理独立董事的失职行为提供了一些对策。     

Director Networks and Credit Ratings

We explore the effect of director social capital, directors with large and influential networks, on credit ratings. Using a sample of 11,172 firm‐year observations from 1999 to 2011, we find that larger board networks are associated with higher credit ratings than both firm financial data and probabilities of default predict. Near‐investment grade firms improve their forward‐looking ratings when their board is more connected. Last, we find that larger director networks are more beneficial during recessions, and times of increased financial uncertainty. Our results are robust to controls for endogeneity. Tests confirm that causality runs from connected boards to credit ratings.     

Network interlocks: The connected emergence of chambers of commerce and provincial banks in the British Isles, 1767–1823

Interlocking between the earliest 20 chambers of commerce in the British Isles and the partners of local provincial banks relied on similar needs for networks and trust. Two-thirds of banks and 40% of bank partners were members of their local chambers. Bank partners formed 8% of chamber memberships, and 39% held offices, indicating strong interlocking directorates. The interlocks provided a number of potential mutual benefits, influencing chamber services and lobby activity, and offering mutual signalling of brand and status. Interlocks with chartered banks were often also strong through managerial staff and some bank branches. Despite the general pattern, there were important exceptions (chiefly Manchester, Newcastle and Cork) where banks were less connected with early chambers.     

论我国企业社会责任董事制度的构建

当前我国企业社会责任的履行状况不容乐观,相关立法规范和指引缺乏企业履行社会责任的有效措施,理论上的各种企业社会责任履行机制也缺乏可行性。在企业中建立社会责任董事制度,由社会责任董事专门督促企业在经营中承担社会责任具有必要性与可行性。社会责任董事可以以社会责任委员会的形式参与企业董事会决策、并负责制订企业的社会责任制度和社会责任经营战略。     

The impact of corporate fraud on director‐interlocked firms: Evidence from bank loans

We examine the impact of corporate fraud committed by one firm (the “fraudulent firm”) on other firms with interlocking directors (the “interlocked firms”), focusing on the debtholder side. We argue that the revelation of a fraudulent firm's fraud can damage the reputation of the interlocked firms because corporate governance can propagate via director interlocks. Empirically, we find that the interlocked firms' cost of debt is higher and the loan covenants become stricter after the fraud cases of the fraudulent firms are revealed. Consistent with the corporate governance propagation explanation, our results are weaker (stronger) for interlocked firms that have better (worse) pre‐event corporate governance standards. Our findings suggest that corporate fraud of fraudulent firms can affect other firms through director‐interlocks beyond shareholder value.     

How Firms Use Director Networks in Setting CEO Pay

We examine how firms use the network of overlapping directorships to determine chief executive officer (CEO) compensation. We contribute to related work by empirically exploring two competing hypotheses. In the first hypothesis, networks propagate relevant information used to establish good pay practices. In the second hypothesis, director networks are used opportunistically to benefit the CEO. The empirical findings are generally consistent with the first hypothesis. Yet, the importance of director networks is reduced when the CEO is entrenched and when management hires a compensation consultant. The latter finding is especially pronounced when director networks predict a reduction in CEO pay.     

The Corporate Elite Community Structure of Global Capitalism

A key debate on the merits and consequences of globalisation asks to what extent we have moved to a multipolar global political economy. Here we investigate this issue through the properties and topologies of corporate elite networks and ask: what is the community structure of the global corporate elite? In order to answer this question, we analyse how the largest one million firms in the world are interconnected at the level of corporate governance through interlocking directorates. Community detection through modularity maximisation reveals that regional clusters play a fundamental role in the network architecture of the global political economy. Transatlantic connections remain particularly strong: Europe and North America remain interconnected in a dense network of shared directors. A distinct Asian cluster stands apart as separate and oriented more towards itself. While it develops and gains economic and political power, Asia remains by and large outside the scope of the networks of the incumbent global (that is, North Atlantic) corporate elite. We see this as a sign of the rise of competing corporate elites. But the corporate elites from the traditional core countries still form a powerful opponent for any competing faction in the global corporate elite.     

Research on the Internal Governance to the Private Benefit of Control --Perspective from the Independent Director＇s Reputation Stimulation Mechanism

私人收益的存在降低了控制权市场的有效性，损害了中小股东的利益并且影响资本市场的健康发展。对控制权私人收益的制约因素进行了分析，进而结合中国控制权私人收益治理中存在的问题，从独立董事声誉激励的视角提出了控制权私人收益的内部治理方法。     

论我国独立董事制度的现实困境与完善路径

独立董事制度在我国尚处于探索阶段，理论研究和实证分析还不够成熟，许多问题有待进一步研究。本文在对独立董事制度的历史背景等一些基本问题进行阐释的基础上，对我国独立董事制度建设中一些亟待解决的问题进行分析和论证，提出了解决的对策。