国企高管超额薪酬与自愿披露社会责任：“为公利”还是“解私忧”?

基于代理理论,运用回归分析模型,依据社会责任披露意愿和质量的相关数据,考量国有企业高管超额薪酬对自愿披露社会责任的影响。结果发现：国有企业高管超额薪酬与企业自愿披露社会责任正相关;高管薪酬超过契约参照点的程度越高,超额薪酬对自愿披露社会责任质量的影响程度就越高,会导致企业的股价崩盘风险升高的经济后果,高管超额薪酬与企业业绩显著负相关。鉴于此,可为企业自愿披露社会责任的“薪酬辩护”动机提供证据。     

What Drives Executive Stock Option Backdating?

We study motives for executive stock option backdating, the practice of changing the grant dates of current options to dates in the past using hindsight. We find that smaller, younger and less profitable firms tend to be more heavily involved in backdating. These results are consistent with the retention hypothesis. In line with the incentive hypothesis, we find that backdating occurs more for options that are out‐of‐the‐money. We derive some evidence for the agency hypothesis, in the sense that backdating companies have a larger percentage of inside directors. However, contrary to this hypothesis, we conclude that backdating firms have better protection for minority shareholders compared to firms that do not backdate.     

Additional Evidence on the Association Between Director Stock Ownership and Incentive Compensation

Governance scholars argue that outside directors have little incentive to monitor managers when their equity stake in the firm is not significant. A sample with a substantial level of outside director shareholdings is examined and a negative relationship between incentive compensation and outside director stock ownership is found. While firms pay higher incentive compensation when they have greater investment opportunities, the compensation contains excess pay due to ineffective corporate governance. Overall, the results suggest more effective corporate governance and lower incentive compensation when outside director stock ownership is higher.     

Differential Effects of Strong Corporate Governance on Both Professional and Voluntary Corporate Social Responsibility Activities of the Firm

ABSTRACT

Corporate social responsibility (CSR) has been of interest in the past decade, but prior studies have not investigated the relationship between strong corporate governance and types of CSR activities. This study introduces the concept of professional CSR activities (which means CSR activities pursued in a formal organizational structure over a long period) and voluntary CSR activities (which means CSR activities pursued tentatively and individually) and how strong corporate governance has differential effects on the two types of CSR activities. Our empirical results show that the stronger the corporate governance is, the more professional CSR activities are encouraged.     

Dividend Policy, Corporate Governance and the Managerial Entrenchment Hypothesis: An Empirical Analysis

This paper analyses the agency explanation for the cross-sectional variation of corporate dividend policy in the UK by looking at the managerial entrenchment hypothesis drawn from the agency literature. Consistent with predictions, a significant U-shaped relationship between dividend payout ratios and insider ownership is observed for a large (exceeding 600 firms) sample of UK companies and two distinct periods. These results strongly suggest the possibility of managerial entrenchment when insider ownership reaches a threshold of around 30%. Evidence is also presented that non-beneficial holdings by insiders can lead to entrenchment in conjunction with shares held beneficially.     

代理问题、投资者保护与公司价值——来自我国上市公司的经验证据

本文以2002～2004年2238家上市公司为样本，按照最终控制人性质，将样本公司分为国有和民营金字塔控制两种主要类别，研究了代理问题在哪些公司较为严重，法律对于投资者保护是否能起到有效的治理作用。研究结果表明，国有和民营上市公司价值并无显著差异；随着政府层级的提升，国有控制公司价值提高；民营金字塔控制公司最终控制人所有权与控制权的分离对公司价值有负向作用；法治水平高的地区，其所属公司价值较高；海外上市提高了民营公司价值，但对国有公司的作用不显著；证券监管机构发挥的作用尚存不足。     

Debt,Agency, and Management Contracts in REITs: The External Advisor Puzzle

This study investigates why externally advised real estate investment trusts (REITs) underperform their internally managed counterparts. Consistent with previous studies, we find that REITs managed by external advisors underperform internally managed ones by over 7 percent per year. Property-level cash-flow yields are similar between the two managerial forms, but corporate-level expenses and especially interest expenses are responsible for lower levels of cash available to shareholders in externally advised REITs. We document that the higher-interest expenses are due to both higher levels of debt and to higher debt yields for externally advised REITs. We posit that compensating managers based on either assets under management or on property-level cash flows creates incentives for managers to increase the asset base by issuing debt even if the interest costs are unfavorable.     

The Determinants of REIT CEO Compensation

Executive compensation has garnered much attention in the last decade from both academicians and practitioners. We examine the relationship between increase in CEO compensation, industry-specific performance measures, and stock return for the years 1993–1999 in the Real Estate Investment Trust (REIT) industry. We find evidence that compensation evaluation is related to stock returns, and to changes in Real Estate Investment and Funds from Operation for the years 1997, 1998, and 1999. Furthermore, we document a negative relation between CEO raise and age. We find no link between compensation and earnings per share, whether the REIT is self-managed, or type of property in which the REIT specializes.     

国际银行业信息披露制度研究

信息披露制度的兴起和完善伴随着商业银行治理结构的变革及风险管理技术的提升,是推动银行业公司治理改革的重要动力。《有效银行监管的核心原则》、《提高银行透明度》、《巴塞尔资本协议Ⅱ》等报告和协议为国际银行业信息披露标准提供了借鉴,折射了国际银行业信息披露制度的变革方向。美国银行业信息披露制度对我国有着明显的借鉴意义,其改进信息披露的举措主要包括提高信息披露效能、加强信用风险披露和按业务线披露经营信息等。以《巴塞尔资本协议Ⅱ》的要求为基础,借鉴发达国家的信息披露制度,细化《商业银行信息披露暂行办法》的相关规定,推进信息披露的规范化,是我国商业银行提升信息披露水平的可选思路。     

论证券信息披露简明性规则——以网络时代为背景

证券信息网络披露使证券市场投资者能够便捷的获取全面丰富的证券信息,但浩如烟海的篇幅和晦涩难懂的专业词汇,常常使投资者特别是中小投资者陷入不知所措的境地。我国资本市场以中小投资者为主,为了切实保护其利益,有必要确立证券信息披露的简明性规则,即在信息披露中使用清晰、简单、易懂的语言,在能够使用普通语言的场合,避免使用专业的金融词汇,同时,信息披露文件的篇幅应当简短,避免冗长。信息披露简明性规则不会增加发行人的信息披露责任,不会影响信息披露的完整性,有助于保护中小投资者利益。     

Implementation of EU initiatives on gender diversity and executive directors’ pay in municipally-owned enterprises in Germany and The Netherlands

A popular topic in the assessment of the functioning of municipally-owned enterprises is the corporate governance (CG) of such organizations. The results of the comparative study presented in this paper indicate that European Union initiatives on gender diversity and executive directors’ pay are often not implemented in public CG codes and in practice in municipally-owned enterprises in Germany and The Netherlands. The paper proposes that EU initiatives should specifically target municipally-owned enterprises and shows concrete hard and soft regulation options for national and international policy-makers and future research perspectives.