监督还是干扰:中小股东积极主义与企业财务风险

本文采用2009至2018年我国A股上市公司数据,实证检验了中小股东参与公司治理对企业财务风险的影响以及相应的作用机理。研究发现,中小股东参与公司治理降低了企业的财务风险。中介效应检验结果表明,中小股东参与公司治理通过监督管理层和约束控股股东影响了企业财务风险。进一步研究发现,相对于其他企业,在信息环境和法律环境较差的企业中,中小股东参与公司治理对财务风险的抑制作用更加显著。本文结论不仅验证了中小股东参与公司治理的有效性,还发现了中小股东积极主义与外部环境的替代效应,为鼓励中小股东参与决策、完善公司治理机制、保护中小投资者利益提供了一定的参考依据。     

Corporatisation and Corporate Governance in China's Economic Transition

China has sought to improve enterprise performance not through privatisation as in other transition economies, but through corporatisation as means of improving corporate governance. Actual governance practices of corporatised Chinese firms are however seriously defective, characterized by excessive power of CEOs, insider control and collusion, lack of safeguards for minority shareholders and weak transparency. These shortcomings are attributable to factors such as cultural and political traditions, uncompetitiveness of markets, poor legal enforcement, weak debt and equity markets, but above all to continued state dominance in ownership and control of the corporate sector and listed companies. Corporatisation, nevertheless, has created a regime conducive to implementing measures for improving corporate governance.     

股权结构优化的公司治理研究——基于我国民营上市公司的所有权结构和控制特征的研究

我国民营上市公司多为所有权少数控制性结构,在控制方式上大多采用“金字塔“型的控制模式。所有权少数控制结构使得最终控制人对外部股东的侵害行为具有溢出效应,导致控股股东与中小股东之间产生的代理问题。优化股权结构及完善公司治理是提高民营上市公司经营绩效,促进证券市场健康发展的重要措施。本文从分析民营上市公司的所有权结构和控制方式对公司治理的影响入手,就如何优化股权结构,完善公司治理进行研究并提出相应对策。     

Are All Private Benefits of Control Ineffective? Principal–Principal Benefits,External Governance Quality,and Firm Performance

Private benefits of control (PBC) are benefits that controlling shareholders consume, but that are not shared with minority shareholders. Research focusing on the value protection role of corporate governance typically frames PBC as principal–principal (PP) agency costs, and interprets them as a form of minority shareholder expropriation that decreases firm performance. Taking a value creation perspective of corporate governance, however, we propose a more nuanced role for PBC. Specifically, we see them also as PP agency benefits that compensate controlling shareholders for their monitoring and advisory services, which can increase firm performance. Since both PP costs and benefits affect firm performance, we theorize that PBC enhance firm performance at a diminishing rate. Furthermore, we show that the effect of PBC on firm performance is more positive when country‐level external governance mechanisms are strong.     

公司治理结构对财务报告品质可靠性的影响*——从盈余门坎的角度分析

研究重点在于探讨台湾上市公司治理结构是否会影响公司财务报告品质可靠性.由于台湾上市公司的核心代理问题主要来自控制股东与小股东之间的利益冲突.本文预期,控制股东会通过盈余管理达到门坎.实证结果发现,代理问题较严重的公司,裁决性应计项目较大,并会通过盈余管理跨越前期盈余门坎,造成财务报告信息可靠性降低.相较于其他类型的控制股东,具有家族色彩的控制股东较会通过盈余管理达到门坎,并降低财务信息品质可靠性.     

The effect of corporate governance on credit ratings: Evidence from China's bond market

This paper examines the association between firms’ corporate governance and credit ratings (both bond ratings and issuer ratings) in China. In addition to considering the financial attributes of bond issuers, we ask to what extent do credit rating agencies consider the corporate governance attributes of issuers? In concept, bondholders are concerned with the financial effects of how corporate governance resolves the agency conflicts between bondholders and managers, majority and minority shareholders, and shareholders and bondholders. We find that corporate governance affects bond issuer credit ratings in China. After controlling for firms’ financial attributes, we find that issuer ratings are positively related to dual‐listing, whether the firm is a state‐owned enterprise, the ownership of the second to the tenth largest shareholder; and negatively related to the relative scale of audit fees. We attribute the positive association between dual‐listing and credit rating to higher quality and transparency of information reported by the dual‐listed firm. The value to bondholders of the implicit government guarantee of debt payments more than offsets the negative association between firm value and being an SOE. Bond rating agencies expect that the change in agency costs with a reduction in the ownership of the largest shareholder benefits bondholders. To credit rating agencies, the scale of audit fees (relative to total assets of the accounting firm) signals interest binding between the client firm and the accounting firm that threatens the independence of auditing and the quality of financial reporting. We also find that bond‐specific attributes: collateral and issue size, are positively related to bond credit ratings.     

Mixed ownership reform,political connections,and overinvestment

The study discovers that mixed ownership reform aimed at enhancing the performance and resource allocation efficiency of state-owned enterprises may have unintended consequences in China. When the nature of state-owned control remains unchanged, there is a risk of increased overinvestment due to misaligned interests between state-owned equity representatives and companies. This incentive can be mitigated by introducing nonstate shareholders with political connections. The study employs a double machine learning method to analyze data from state-owned listed companies that introduced nonstate shareholders through stock issuance between 2008 and 2019. The research underscores that modern corporate governance mechanisms are crucial for successful mixed ownership reform.     

Factors affecting corporate environmental disclosure in emerging markets: The role of corporate governance structures

This study seeks to examine whether internal corporate governance (CG) mechanisms affect corporate environmental disclosure (CED) in emerging economies. Using a sample of 500 firm-year observations, this study distinctively applies a linear panel quantile regression (PQR) model to examine the CG–CED nexus in Jordan. This technique is supplemented with conducting a two-step dynamic generalised method of moment (GMM) model to overcome any potential occurrence of endogeneity problems. This study reports an increasing trend in CED practice among the sampled companies over the period of analysis, yet it is still at an early stage as compared with their developed counterparts. Furthermore, this study suggests that board size, board independence, CEO duality and foreign ownership have positive associations with CED. In contrast, managerial ownership, institutional ownership and ownership concentration are negatively associated with the disclosed amount of environmental information in the Jordanian context. Theoretically, board structures appeared to be more efficient than ownership structures in reducing agency conflicts by addressing the asymmetric gap of information and promoting the disclosure of environmental information. These findings add to the debate about whether ownership structures detrimental to CED in developing economies. Specifically, when it comes to spending money on CED, owners seemed to be more concerned about any reductions in their share of the pie and may, therefore, be less motivated to disclose their companies' environmental information. This paper provides managers, owners and policymakers with a set of context-specific recommendations related to the crucial need for a more concerted effort to integrate governance and environmental regulations in order to ensure sustainability in emerging markets.     

Family ownership and stockholder reactions to environmental performance disclosure: A test of secondary agency relationships

Using the first ever Newsweek “Green Rankings” of the 500 largest U. S. firms in 2009 as a significant historical event, we test for the stockholder reaction to ratings of corporate environmental performance. Both the conventional null hypothesis significance testing and Bayesian approaches show that stockholders react significantly more positively to corporations with higher ratings of corporate environmental performance and that this effect is stronger in family owned firms. Our findings suggest that majority shareholders do not necessarily appropriate minority stockholders' rents when investing in environmental activities, as would be the case in the presence of “Type II” agency conflicts between majority family owners and minority stockholders. The family ownership effect is also found to be stronger in dirty (heavy polluting) industries as well as in more competitive and more opaque industry contexts.     

Firm Performance,Governance Structure,and Top Management Turnover in a Transitional Economy*

abstract Recent research has argued that political and regulatory environments have a significant impact on corporate governance systems. In particular, countries with poor investor protection laws and weak law enforcement have low levels of corporate governance that manifests itself in substandard financial performance, management entrenchment, and the expropriation of minority shareholders. One implication of this research is that China will have poor corporate governance and entrenched managers as its legal system is relatively underdeveloped and inefficient. However, using data on top management turnover in China's listed firms, our results refute the prediction of entrenched management. We find evidence of very high turnover of company chairmen and there are many cases that we interpret to be forced departures. Our results show that chairman turnover is related to a firm's profitability but not to its stock returns. Turnover‐performance sensitivity is higher if legal entities are major shareholders but the proportion of non‐executive directors perversely affects it. We find no evidence that profitability improves after a change in chairman and this suggests that a firm's governance structure is ineffective as it is unable to recruit suitable replacements that can turn around its financial performance.     

Board gender diversity and corporate environmental performance: The moderating role of family and dual‐class majority ownership structures

While prior work has investigated the impact of (a) ownership structure and (b) board gender diversity separately on corporate environmental performance, researchers have not studied the potentially important relationship between ownership control and female board diversity in influencing corporate environmental performance jointly. We do so in the context of majority ownership in family‐controlled and dual‐class firms whose motives and influence are theoretically different from that of the firm's minority shareholders. Drawing on resource dependency, socioemotional wealth theory, and secondary agency theory, we hypothesize that majority family owners and dual‐class owners likely choose women directors to help advance their personal preferences for environmental corporate social responsibility. Our empirical tests utilizing 2,755 U.S. firm years over the 2010–2015 show that, as hypothesized, these two majority ownership types interact with board gender diversity to positively influence corporate environmental performance.     

股权结构与公司绩效关系的实证研究——基于创业板上市公司的数据

公司的股权结构是公司所有权的一种结构安排,公司的股权结构会对公司的治理结构产生影响,公司的治理效率又会对公司绩效产生影响。鉴于创业板上市公司的特殊性,在对创业板上市公司股权结构的特点进行分析的基础上,从股权属性、股权集中度和股权制衡度、内部人持股比例三个方面检验了创业板上市公司的股权结构与公司绩效之间的关系,结果表明：国有股比例、内部人持股比例对公司绩效具有正面影响,但不显著;法人股比例、机构持股比例、股权集中度、股权制衡度与公司绩效正相关;流通股比例与公司绩效负相关。     

国有上市公司的治理机制与过度投资

以特定行业388家国有上市公司2001-2005年数据为样本,在界定过度投资水平和分析投资决策机制基础上,选取治理机制中的股权结构、董事会和产品市场竞争三方面,分析并实证检验其对过度投资的影响。结果显示,国有股比例的增加使国有公司过度投资水平更高;股权制衡对投资过度有制约作用;地方控股较中央控股国有公司,过度投资水平更高。产品市场竞争对过度投资有制约作用,但不显著。董事会特征与过度投资之间无显著关系。     

The effects of ownership concentration on investment and performance in privatized firms in Russia

This paper provides new survey evidence on effects of concentrated ownership on restructuring and performance in privatized firms in Russia. The major findings are that large‐block shareholding is negatively associated with the firm's investment and performance, and this relationship does not depend on the identity of controlling shareholders. These results are consistent with the assumption that when minority shareholders' rights are not adequately protected, the entrenched controlling shareholders may be engaged in extracting ‘control premium’ before pro rata distribution of dividends. The issues raised have relevance to other transitional economies where the privatization process has been followed by an increase in ownership concentration. Copyright © 2001 John Wiley & Sons, Ltd.     

外部控制、内部治理与整合——公司治理机制理论研究文献综述

本文对公司治理机制理论研究(theoretical research)的文献进行了综述。公司治理机制是解决现代公司由于控制权和所有权分离所导致的代理问题的各种机制的总称。它既包括公司治理的法律和政治途径、产品和要素市场竞争、公司控制权市场、声誉市场等外部控制系统,同时也包括激励合约、董事会(外部董事)、大股东治理、债务融资等内部控制系统。探讨内、外部控制系统的关系和强调不同治理机制之间的整合作用等,将成为今后公司治理机制理论研究的重要方向。     

上市公司治理结构问题及其规范研究

本文认为上市公司治理结构失衡主要源于控股股东股权比率过大,股东大会股权结构不合理,董事会形成“内部人控制”,而监事会职责不清形同虚设。本文试图建立有效的上市公司治理结构,以规范上市公司的行为。     

代理问题及其缓解机制——兼论会计信息及公司治理的作用

股东和经理人之间代理问题形成的根源在于所有权与经营权的分离。由于经理人和股东在目标函数、风险偏好、期限视野上的不一致导致经理人的行为偏离股东的最优目标。缓解代理问题的机制包括公司内部的经理人报酬设计、公司治理结构安排,外部机制包括经理人市场、资本市场、公司控制权市场及产品市场的约束。文章还讨论了信息,尤其是会计信息在缓解代理问题中的作用。     

Do institutional shareholders police management?

Some have argued that legislation limits the ability of institutional shareholders to discipline shirking management teams. However the level of takeover activity in the 1980s suggests that the cost of using takeovers to discipline management has decreased. This may give institutional shareholders the ability to participate actively in corporate governance. This paper presents an empirical examination that is consistent with this hypothesis. First, institutional ownership concentration varies across firms according to the benefits of policing firms in 1988. The relationship is less pronounced in 1980. Second, firms characterized by concentrated institutional ownership are more likely to use takeovers as the disciplinary mechanism. © 1997 John Wiley & Sons, Ltd.     

DELEGATED PORTFOLIO MANAGEMENT: A SURVEY OF THE THEORETICAL LITERATURE

Abstract.  This paper provides a selective review of the theoretical literature on delegated portfolio management as a principal–agent relationship. The main focus of the paper is to review the analytical issues raised by the peculiar nature of the delegated portfolio management relationship within the broader class of principal–agent models. In particular, the paper discusses the performance of linear versus nonlinear compensation contracts in a single-period setting, the possible effects of limited liability of portfolio managers, the role of reputational concerns in a multiperiod framework, and the incentives to noise trading. In addition, the paper deals with some general equilibrium dimensions and asset pricing implications of delegated portfolio management. The paper also suggests some directions for future research.     

民营企业公司治理中家族冲突的解决路径

民营企业公司治理的核心任务就是要解决企业治理和家族治理之间的冲突。以血缘和信任为纽带的家族情感与以法律和经济契约为纽带的现代公司理性本身就存在冲突。在民营企业公司治理层面,当所有权与经营权分离时,民营企业家就必须设计和探索出一条既能保障家族权益、又能实现企业有效管控的健康发展的公司治理路径。民营企业的家族商业表现同家族和睦与家族冲突息息相关。代民营企业公司治理需要在经济理性与家族情感、文化传统与现行法律、专业化运营与家族控股中找到合适的平衡点。民营企业公司在成长过程中,需要在公司治理的关键环节上进行设计和把握,从而找到家族冲突的解决路径。通过规范化与专业化的公司治理,实现企业的可持续发展。