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1.
    
Based on the relevant theories of corporate governance and the special institutional background of Chinese state-owned enterprises (SOEs), this paper systematically reviews the literature on the independence and governance effect of SOE boards. We find that the governance effect of SOE boards is driven by the dual characteristics of SOEs: state involvement in ownership and market incentives. With the state involved in ownership, SOEs adhere to the leadership of the Communist Party of China (CPC), which results in an enhanced governance effect. Under market incentives, SOEs tend to have an optimal board structure that helps mitigate both the shareholder–management agency problem (Type I agency problem) and the controlling shareholder–minority shareholder agency problem (Type II agency problem). In terms of the governance effect of boards, directors appointed by non-controlling shareholders are effective in alleviating Type I and Type II agency problems, and this highlights the importance of mixed-ownership reforms in SOEs. Independent directors, especially those with a professional background, also play a role in improving corporate governance. However, independent directors in SOEs have relatively weak incentives to monitor, which limits their governance effect. This paper shows positive implications for promoting mixed-ownership reforms and improving board governance in SOEs.  相似文献   

2.
    
We examine whether the market values continuing venture capital (VC) investor involvement in firms post-IPO. Compared to the US, Australian VC investors exit their investments post-IPO by on-market sales rather than distribution of holdings to their investors. Lockup periods tend to be longer and ownership thresholds for reporting trades lower. We find that the market responds positively to buy transactions, negatively to sell transactions of VC investors and negatively to the resignation of VC directors. These results are consistent with VC investors in the firm having a positive influence and creating value from which the VCs and other shareholders benefit.  相似文献   

3.
董事网络、独立董事治理与高管激励   总被引:2,自引:0,他引:2  
独立董事的治理行为受到所处社会网络的影响。基于"董事在董事会同时任职的直接或间接联结关系"而形成的董事网络,本文利用社会网络分析方法检验了独立董事的网络特征对其发挥在促进高管激励有效性影响中的作用机理。结果发现:公司独立董事网络中心度越高,高管薪酬-业绩敏感性越强;与非国有上市公司相比,国有上市公司中独立董事网络中心度与高管薪酬-业绩敏感性的正相关关系更弱;进一步研究发现,用独立董事网络中心度解释的高管薪酬部分对未来业绩有促进作用。结论丰富了"网络和治理"研究的证据。  相似文献   

4.
    
Prior evidence that firms adjust their board structure following accounting restatements suggests that firms expect the board to effectively monitor the firm’s financial accounting system. However, little is known about signals firms use to identify monitoring weaknesses or the types of individuals firms appoint to improve the quality of monitoring. We expand on Ghannam, Bujega, Matolcsy, and Spiropolous (2019)’s evidence that firms appoint directors with accounting experience after financial fraud by investigating whether firms that file restatements or issue highly inaccurate earnings forecasts appoint individuals with CFO experience (i.e., a subset of accounting experts) to their audit committee. We find that firms are more likely to appoint an outside director with CFO experience to the audit committee when they have recently restated earnings and when they have higher prior management forecast error. We also find that the appointment of a CFO outside director to the audit committee is followed by a lower likelihood of restatement and more accurate management forecast. Together, our results suggest that firms respond to accounting failures by appointing outside directors with CFO experience. Thus, we provide insight into the signals firms use to identify weaknesses in the monitoring of the accounting function and the types of expertise firms value in addressing those weaknesses.  相似文献   

5.
杨青  王亚男  唐跃军 《金融研究》2018,451(1):156-173
在新一轮国企分类改革的背景下,本文针对2014年《中央管理企业负责人薪酬制度改革方案》,构建模型分析了事前的薪酬管制对竞争和垄断性央企的不同效果,并进行了实证检验。研究发现:(1)\"限薪令\"具有实际约束力,降低了央企高管的货币薪酬与企业内部薪酬差距;(2)竞争性央企有显著负的累积异常收益,符合\"干预假说\",垄断性央企几乎不受影响,支持\"中性假说\";(3)就影响机制而言,公司治理越差、行业增长率越高、竞争越激烈、地区市场化程度越高时,公司价值的损失也越大,但这些都只存在于竞争性央企中。鉴于\"限薪令\"对竞争和垄断性央企不同的冲击效果,本文建议国企高管薪酬政策应遵循分类改革与精准监管的思路。  相似文献   

6.
    
Faultlines can affect a board of director’s effectiveness in supervising senior managers, which in turn affects the value of a company’s cash holdings. Based on sample data from Chinese A-share listed companies from 2004 to 2016, we examine the relationship between board faultlines and the value of cash holdings. The empirical results indicate that board faultlines have a significant inhibitory effect on cash holding value. This inhibitory effect is stronger for board faultlines resulting from deep-level attributes. Furthermore, the inhibitory effect of board faultlines is stronger in state-owned enterprises (SOEs) than in non-SOEs. As an important governance mechanism, management shareholdings can reduce agency costs and mitigate the negative impact of board fissures on cash holdings. Overall, we enrich the literature on the economic consequences of board faultlines and their influence on cash holding value. We also offer companies practical suggestions for improving the supervisory mechanism of their board of directors.  相似文献   

7.
This paper investigates the association between board characteristics and shareholders' assessment of their exposure to economic and agency risks as reflected in the volatility of stock returns. Our hypotheses incorporate prior evidence that small and large firms have ‘dramatically’ different board structures, reflecting the firms' different monitoring and advising needs. We hypothesize and find evidence that only the shareholders of well‐established large firms are able to generate positive net benefits, in the form of lower equity risk, from independent boards and well‐connected independent directors with multiple directorships. We also find professional and formal industry degree qualifications on the board are associated with shareholders' risk assessment for some small firms consistent with the focus of small firms on building growth and scale. While we find evidence that formal industry professional affiliations (weak evidence) and MBAs provide benefits for the shareholders of large firms, there is limited evidence that financial expertise on the board systematically influences shareholders' risk assessments for small or large companies. The key conclusion from the evidence in this paper is that a ‘one size fits all’ approach to governance in relation to the board of directors may not meet the diverse needs of companies at different stages of economic development.  相似文献   

8.
    
We examine how Japanese listed companies increase the number of outside directors to comply with corporate governance reforms. We find that, after the reforms, there has been an increase in the number of cases in which former company auditors (kansayaku) become outside directors in the same company. This trend is more pronounced for hitherto noncompliant firms with insufficient outside directors before the reforms. Moreover, the firms appointing company auditors as outside directors tend to change their corporate structures to maintain existing practices and minimize compliance costs. Our findings imply that Japanese reforms have increased the unnatural selection of outside directors.  相似文献   

9.
Recent central government reforms have signalled a transition away from output-based governance and control to a more citizen-orientated and outcome-focused performance management ethos. Prior research suggests that this may give rise to institutional inconsistencies related to conflicting performance management logics. In this paper, we argue that rather than resulting in growing pre-occupation with outcomes and effectiveness, the emerging reform agenda may somewhat paradoxically reinforce managerial concerns with the operating processes underpinning public service delivery. Drawing on policy studies and management accounting research informed by new institutional sociology, we theorise these developments by invoking the notion of path dependency. We provide an empirical illustration based on field work in Swedish central government and adopt a multi-level approach in examining the evolution of performance management practices. While evidence of strongly constraining path dependencies is found at the overall policy level a case study in the Swedish Tax Agency shows that these may also embody an element of flexibility such that the meaning of inconsistent performance management logics is re-constructed over time. This illustrates how individual government agencies may link outcomes to operating process concerns and manage implementation problems related to conflicting and uncoordinated reform initiatives.  相似文献   

10.
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