Recent Developments in Corporate Governance: An Overview

I develop a corporate governance framework, provide a broad overview of recent corporate governance research, and place each of the Special Issue papers within the context of this framework. The papers in the issue contribute to our understanding of a wide range of governance topics including: the role of antitakeover measures, board structure, capital market governance, compensation and incentives, debt and agency costs, director and officer labor markets, fraud, lawsuits, ownership structure, and regulation. In short, the papers span almost every aspect of governance systems.     

Corporate Governance and Expected Stock Returns: Evidence from Germany

Recent empirical work shows evidence for higher valuation of firms in countries with a better legal environment. We investigate whether differences in the quality of firm‐level corporate governance also help to explain firm performance in a cross‐section of companies within a single jurisdiction. Constructing a broad corporate governance rating (CGR) for German public firms, we document a positive relationship between governance practices and firm valuation. There is also evidence that expected stock returns are negatively correlated with firm‐level corporate governance, if dividend yields are used as proxies for the cost of capital. An investment strategy that bought high‐CGR firms and shorted low‐CGR firms earned abnormal returns of around 12% on an annual basis during the sample period.     

Insider Trading and Corporate Governance: The Case of Germany

We analyse transactions by corporate insiders in Germany. We find that insider trades are associated with significant abnormal returns. Insider trades that occur prior to an earnings announcement have a larger impact on prices. This result provides a rationale for the UK regulation that prohibits insiders from trading prior to earnings announcements. Both the ownership structure and the accounting standards used by the firm affect the magnitude of the price reaction. The position of the insider within the firm has no effect, which is inconsistent with the informational hierarchy hypothesis.     

公司治理的发展及其对会计师事务所的影响

在此,我想提请诸位共同思考中国会计师事务所内部治理的未来发展道路。我将通过阐述英国与欧盟的会计师行业在过去5年间的相关经验,就此问题做出相关说明。公众对会计师事务所公开报告其活动的期望值已发生重大变化,此种变化推动了事务所内部治理的重大改革。一、会计师事务所面临的治理挑战2002年,由于美国发生的公司丑闻,英国政府成立了一家针对会计师行业的审查机构——会计与审计事务协调小组(CGAA)。本人所在的英格兰及威尔士特许会计师协会(ICAEW)的主席彼得·威曼先生(PeterWyman)代表协会参加了会计与审计事务协调小组。协调小…     

FMA Roundtable on New Developments in European Corporate Governance

In this discussion that took place in Helsinki last June, three European financial economists and a leading authority on U.S. corporate governance consider the relative strengths and weaknesses of the world's two main corporate financing and governance systems: the Anglo‐American market‐based system, with its dispersed share ownership, lots of takeovers, and an otherwise vigorous market for corporate control; and the relationship‐based, or “main bank,” system associated with Japan, Germany, and continental Europe generally. The distinguishing features of the relationship‐based system are large controlling shareholders, including the main banks themselves, and few takeovers or other signs of a well‐functioning corporate control market. Given the steady increase in the globalization of business and international diversification by large institutional investors, the panelists were asked to address the question: can we expect one of these two systems to prevail over time, or will both systems continue to coexist, while seeking to adopt some of the most valuable aspects of the other? The consensus was that, in Germany as well as continental Europe, corporate financing and governance practices have already begun to look much like those in the U.S. and U.K., with much less reliance on bank loans and greater use of bonds and public equity. And these financing changes have resulted in major changes in ownership structures that have seen local main banks largely supplanted by foreign institutional investors—some of whom have demanded a greater voice in how companies are run. Moreover, Finnish economist Tom Berglund may well have provided a blueprint for the dominant European governance system of the future in describing the “Nordic model” as

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Privatization and Corporate Governance: Principles, Evidence, and Future Challenges

Unless developing countries embrace a corporate governance perspective,privatization is unlikely to provide the benefits of improvedperformance with accountability. This article introduces theconcept of governance chains that can constrain the grabbinghands of public and private actors by providing informationand accountability mechanisms to help investors monitor managers.Empirical data on established firms from 49 countries provideestimates of the relative importance and strength of privateand formal chains of governance. The framework and empiricalbenchmarks help explain the outcomes of past privatizationsand suggest certain steps that governments can pursue to besure to get the most out of future privatization activity.      

公司治理与绩效关系研究最新进展

公司治理的重要性已经得到理论界和实务界的认可。本文从两个方面论述了好的公司治理能够带来的影响,一方面好的公司治理能够提高管理效率,降低代理成本,进而提升财务绩效;另一方面,好的业绩使公司在资本市场上有更好的表现,即市场绩效,体现为公司治理溢价的存在。     

Corporate Finance and Corporate Governance

A combined treatment of corporate finance and corporate governance is herein proposed. Debt and equity are treated not mainly as alternative financial instruments, but rather as alternative governance structures. Debt governance works mainly out of rules, while equity governance allows much greater discretion. A project-financing approach is adopted. I argue that whether a project should be financed by debt or by equity depends principally on the characteristics of the assets. Transaction-cost reasoning supports the use of debt (rules) to finance redeployable assets, while non-redeployable assets are financed by equity (discretion). Experiences with leasing and leveraged buyouts are used to illustrate the argument. The article also compares and contrasts the transaction-cost approach with the agency approach to the study of economic organization.     

Does the Governed Corporation Perform Better? Governance Structures and Corporate Performance in Germany

Although there has been an intensive debate on the relative merits of different systems of corporate governance, empirical evidence on the link between corporate governance and firm performance almost exclusively refers to the market-oriented Anglo-Saxon system. This paper therefore investigates the more network- or bank-oriented German system. In panel regressions for 361 German corporations over the time period 1991 to1996, we find ownership concentration to affect profitability significantly negatively. However, this effect depends intricately on stock market exposure, the location of control rights, and the time horizon (short-run vs. long-run). We conclude from our results that (1) the presence of large shareholders does not necessarily enhance profitability, (2) ownership concentration seems to be sub-optimal for many German corporations, and, finally, (3) having financial institutions as largest shareholders oftraded corporations improves corporate performance.     

企业债市场：任重而道远

与大多数新兴市场一样，在中国资本市场的发展序列上，股票市场被放在了优先的位置。随着股票市场发展到一定阶段，债券市场的重要性日益突出，在完善资本市场结构、拓宽公司融资渠道和提供资产和风险管理工具等方面，债券市场扮演着不可或缺的角色。亚洲金融危机警示人们，债券市场不发达和过度依赖银行的金融体系是脆弱的，一定规模的债券市场对提高一国金融体系的安全性具有重要的意义。     

CEO Pay and Corporate Governance in the U.S.: Perceptions,Facts, and Challenges

This article brings a broad range of statistical studies and evidence to bear on three common perceptions about the CEO compensation and governance of U.S. public companies: (1) CEOs are overpaid and their pay keeps increasing; (2) CEOs are not paid for their performance; and (3) boards do not penalize CEOs for poor performance. While average CEO pay increased substantially during the 1990s, it has declined since then— by more than 30%—from peak levels that were reached around 2000. Moreover, when viewed relative to corporate net income or profits, CEO pay levels at S&P 500 companies are the lowest they've been in the last 20 years. And the ratio of large‐company CEO pay to firm market value is roughly similar to its level in the late 1970s, and lower than the levels that prevailed before the 1960s. What's more, in studies that begin with the late '70s, private company executives have seen their pay increase by at least as much as public companies. And when set against the compensation of other highly paid groups, today's levels of CEO pay, although somewhat above their long‐term historical average, are about the same as their average levels in the early 1990s. At the same time, the pay of U.S. CEOs appears to be reasonably highly correlated with corporate performance. As evidence, the author cites a 2010 study reporting that, over the period 1992 to 2005, companies with CEOs in the top quintile (top 20%) of realized pay in any given year had generated stock returns that were 60% higher than the average companies in their industries over the previous three years. Conversely, companies with CEOs in the bottom quintile of realized pay underperformed their industries by almost 20% in the previous three years. And along with lower pay, the CEOs of poorly performing companies in the 2000s faced a significant increase in the likelihood of dismissal by their own boards. When viewed together, these findings suggest that corporate boards have done a reasonably good job of overseeing CEO pay, and that factors such as technological advances and increased scale have played meaningful roles in driving the pay of both CEOs and others with top incomes—people who are assumed to have comparable skills, experience, and opportunities. If one wants to use increases in CEO pay as evidence of managerial power or “board capture,” one also has to explain why the other professional groups have experienced similar, or even higher, growth in pay. A more straightforward interpretation of the evidence reviewed in this article is that the market for talent has driven a meaningful portion of the increase in pay at the top. Consistent with this conclusion, top executive pay policies at roughly 97% of S&P 500 and Russell 3000 companies received majority shareholder support in the Dodd‐Frank mandated “Say‐on‐Pay” votes in 2011 and 2012, the first two years the measure was in force.     

Taking Shareholder Protection Seriously? Corporate Governance in the U.S. and Germany

This article provides a comparative study of four major dimensions of corporate governance in the U.S. and Germany: (1) the laws affecting corporate governance, particularly those designed to protect minority shareholders; (2) the prescribed role and actual conduct of corporate boards; (3) the market for corporate control (including hostile takeovers); and (4) incentive compensation. The authors pose the question: If the primary purpose of the corporate governance system is to serve the interests of minority shareholders, how do the U.S. and German governance systems rank on each of these four dimensions ? Their conclusion is that although the U.S. system is more shareholder friendly in many respects than the German, both systems have major shortcomings, particularly in the market for corporate control. The authors conclude with a list of proposed changes to both systems that would amount to “taking shareholders seriously.”     

公司会计治理与公司治理:同构、嵌入还是交叉?

公司会计治理通常被看作是公司治理的一部分,而且将公司会计治理看作是嵌入公司治理中或与公司治理同构。因此,以公司治理为导向的会计治理强调弥合公司治理中委托代理关系链务的缺陷及其对审计独立性的影响。本文从会计信息产权演变的角度将公司会计治理从公司治理中“解析”出来,认为公司治理与公司会计治理同源于委托代理难题,但治理的基础和目标不同,公司治理的监督机制与会计治理对监督机制的内在需求是不同的,因此,公司会计治理结构与公司治理结构应该是交叉的或大部分同构,同属于现代企业组织制度的范畴。本文主张应按照公司会计治理的逻辑结构及其与公司治理的关联性对其进行研究和建构。     

公司治理和企业价值研究最新进展

中国证监会、国家经贸委于2002年1月发布了<上市公司治理准则>,旨在规范上市公司治理结构.据统计,到2003年6月30日,沪深证券交易所的1250家上市公司中共有1244家配备了独立董事,可见公司治理的重要性已经受到广泛认同.然而令人感兴趣的是,这种改善公司治理的举措是否奏效?在中国的制度环境下,公司治理和企业价值之间到底存在着怎样的关系?     

"问诊"企业治理

监审态度与经济周期的错位,常常导致业绩和风险管理失衡的局面。在大家都沉浸在成功的喜悦中时,企业应当考虑采取措施来平衡业绩审查循环,大胆地提出一些尖锐的问题,将是一个好的开始。