Leadership Structure and Corporate Governance in Switzerland*

The question of whether the CEO should also serve as chairman of the board continues to be a controversial issue in corporate governance. While “agency cost” arguments would lead one to advocate separation of the top decision‐making and control functions, there are efficiency and coordination arguments for vesting the powers of the CEO and chair in the same person. And helping to keep the controversy alive, the empirical evidence on U.S. companies is inconclusive, with no clear loss of value associated with having combined CEO/chairmen. The authors use their recent research on Swiss companies, for which separation of the CEO and chair has long been the rule, to shed light on whether one leadership structure clearly dominates. But like most previous studies of U.S. companies, the authors report no evidence of a systematic difference in valuation between companies with combined and those with dual leadership. The authors also investigated whether companies with CEO‐chairmen use other governance mechanisms to counteract potential agency problems associated with giving the CEO effective control. Consistent with this hypothesis, the authors report that CEO/chairmen tend to have larger percentage ownership than CEOs who are not chairmen, but at the same time they find that the value of the firm appears to rise with increases in CEO equity holdings up to a certain point—around 40–50%— and then declines with further increases above that point. The suggestion here is that the potential for agency costs associated with combining the two leadership functions appears to be managed by providing larger—though not too large—equity incentives for CEO/chairmen. Finally, the authors investigated whether firm value is significantly related to firm‐level corporate governance as measured by a broad survey‐based index for a representative sample of Swiss firms. The results show a positive and significant relationship between the governance index and firm value—one that proves robust after controlling for a series of other governance mechanisms related to ownership structure and board characteristics as well as the possible “endogeneity” of these mechanisms.     

The Labor Market for Directors and Externalities in Corporate Governance

This paper studies how directors' reputational concerns affect board structure, corporate governance, and firm value. In our setting, directors affect their firms' governance, and governance in turn affects firms' demand for new directors. Whether the labor market rewards a shareholder‐friendly or management‐friendly reputation is determined in equilibrium and depends on aggregate governance. We show that directors' desire to be invited to other boards creates strategic complementarity of corporate governance across firms. Directors' reputational concerns amplify the governance system: strong systems become stronger and weak systems become weaker. We derive implications for multiple directorships, board size, transparency, and board independence.     

Labor and Corporate Governance: International Evidence from Restructuring Decisions

Our results highlight the importance of interaction among management, labor, and investors in shaping corporate governance. We find that strong union laws protect not only workers but also underperforming managers. Weak investor protection combined with strong union laws are conducive to worker–management alliances, wherein poorly performing firms sell assets to prevent large-scale layoffs, garnering worker support to retain management. Asset sales in weak investor protection countries lead to further deteriorating performance, whereas in strong investor protection countries they improve performance and lead to more layoffs. Strong union laws are less effective in preventing layoffs when financial leverage is high.     

Corporate Governance and Audit Fees: Evidence of Countervailing Relations

This study documents that audit fees, and hence audit quality, and governance reflect two countervailing relations, namely, a fee increase because of exogenous changes in expected liability that require greater auditing and other mechanisms to attain better governance, and a fee reduction because auditors reduce the price of risk to reflect the benefits of better governance. The study period provides an interesting setting to test these relations because it covers the passage of the Sarbanes-Oxley legislation, which imposed a substantial cost on many companies to strengthen governance, including increased auditing and internal control spending. Yet, after controlling for such increased spending, our results also suggest that better governance reduces the cost of auditing.     

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.     

"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。     

Corporate Governance and Risk-Taking

Better investor protection could lead corporations to undertake riskier but value-enhancing investments. For example, better investor protection mitigates the taking of private benefits leading to excess risk-avoidance. Further, in better investor protection environments, stakeholders like creditors, labor groups, and the government are less effective in reducing corporate risk-taking for their self-interest. However, arguments can also be made for a negative relationship between investor protection and risk-taking. Using a cross-country panel and a U.S.-only sample, we find that corporate risk-taking and firm growth rates are positively related to the quality of investor protection.     

Corporate Governance and Development

The literature shows that good corporate governance generallypays—for firms, for markets, and for countries. It isassociated with a lower cost of capital, higher returns on equity,greater efficiency, and more favorable treatment of all stakeholders,although the direction of causality is not always clear. Thelaw and finance literature has documented the important roleof institutions aimed at contractual and legal enforcement,including corporate governance, across countries. Using firm-leveldata, researchers have documented relationships between countries’corporate governance frameworks on the one hand and performance,valuation, the cost of capital, and access to external financingon the other. Given the benefits of good corporate governance,firms and countries should voluntarily reform more. Resistanceby entrenched owners and managers at the firm level and politicaleconomy factors at the level of markets and countries partlyexplain why they do not.      

Corporate Inversions and Governance

Whether an inversion is associated with weaker firm governance is an open empirical question. While many inversions happen to countries that offer weaker protection to minority shareholders than the U.S., most firms that invert continue to be treated by the SEC as an “U.S. issuer”, and thus, their shareholders benefit from the full protection offered by the U.S. Federal Securities Laws. Our analysis shows that firms that invert exhibit an increase in their stock illiquidity, information asymmetries, and a decrease in their institutional shareholdings, indicating a weaker market-based governance following the inversion. Executives also receive a smaller proportion of equity-based compensation and their wealth is less sensitive to stock prices following the inversion. Thus, despite enjoying the full protection of federal securities laws, investors perceive inverted firms to have weaker governance relative to comparable U.S. firms.     

论公司的债权人治理

由于环境的变化和理论的发展,债权人的公司治理角色正在发生实质性的变化,它不但参与了公司治理,而且越来越成为未来公司治理结构的重要力量。本文在介绍债权人权利和债权人参与公司治理实践的基础上,对债权人公司治理的原因和治理效应进行了较深入的探讨。     

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?     

公司治理成本的构成与公司治理效率的最优化研究

任何经济体制与结构中的公司治理问题归根结底都在于在既定的公司治理环境及其变迁中获取最优化的公司治理效率。在公司治理收益目标给定的条件之下, 最优化公司治理效率的实现必须基于一套完备有效的公司治理机制, 以在支付必要的公司治理成本的同时最小化公司治理成本的总和。在我国转轨经济中, 公司治理效率的提高应该基于公司治理环境的整体优化以及在此之中的公司治理机制的逐步完善。     

Corporate Governance: Factors Influencing Voluntary Disclosure by Publicly Traded Canadian Firms*

We report on the comprehensiveness of voluntary corporate governance disclosures in the annual reports and management information circulars of Toronto Stock Exchange (TSE) firms. We focus on disclosure of the corporate governance practices implemented by our sample of TSE 300 firms vis‐à‐vis the 14 guidelines set out in the TSE's report on corporate governance Where Were the Directors? Our analysis indicates that only a very few firms disclose that they have fully implemented the TSE guidelines, and that the extent of disclosure of corporate governance practices implemented varies widely among the firms. We then test factors associated with the comprehensiveness of such disclosures and the choice of disclosure medium using simultaneous equations multivariate analysis. We also assess the influence of publicized corporate governance failures on disclosure. Overall, our results suggest that the choices of disclosure medium and the extent of disclosure are made concurrently, and are influenced by the strategic considerations of management.     

公司治理结构与多元化经营

2003年我国721家A股上市公司的多元化和相关财务数据表明,近一半的企业选择或维持多元化经营.经研究发现:股权结构对公司多元化经营决策和多元化绩效有显著影响:非国有控股公司较多实行多元化经营并且多元化绩效较好;控股股东持股比例越高,越不可能实行多元化经营,多元化绩效也越好.董事会特征、管理层持股对多元化经营决策和多元化绩效基本没有影响.公司负债率越高,实行多元化经营的可能性越大,多元化绩效越好.研究结果支持代理理论,多元化经营是控股股东谋取私利的方式.     

Lease Financing and Corporate Governance

Lease financing is a well‐recognized mechanism for reducing the agency costs of debt. This study examines whether firms that attempt to control the agency costs of equity through strong governance structures, including Chief Executive Officer compensation alignment and board structure, are more likely to use an agency cost reducing debt structure, such as leasing. For a sample of large firms, we find that firms who use more incentive compensation and have more outside directors also tend to use more lease financing, suggesting these agency cost reducing measures are complements.     

Financial Systems, Corporate Finance and Corporate Governance

Financial systems of industrialised countries are usually classified as being either capital market- or bank-dominated. This paper tries to shed some light on the validity of this distinction. In order to do this, it analyses two specific roles of the financial sector vis-à-vis the enterprise sector: the role of financing or funding business and the role of capital markets and banks, respectively, in the context of corporate governance. Our analysis of the relevant findings in the literature shows that financing patterns are quite similar between countries, while corporate governance systems are quite dissimilar. The paper discusses how these divergent findings could be made compatible with existing theories and what implications they may have for the question of whether there is a tendency for corporate governance systems in different countries to become as similar as corporate financing patterns seem to be.     

论公司治理与会计控制

本文以委托代理理论、控制理论解释公司治理与会计控制之间的关系 ,提出公司治理机制是实施会计控制的基础。要在决策、激励、监督约束“三大机制”中整合会计组织结构、资金监控机制、会计与审计信息网络 ,将会计控制纳入到公司治理路径之上     

Corporate Governance and Firm Survival

We explore how various aspects of corporate governance influence the likelihood of a public corporation surviving as a separate public entity, after addressing potential endogeneity that arises from competing corporate exit outcomes: acquisitions, going‐private transactions, and bankruptcies. We find that some corporate governance features are more important determinants of the form of a firm's exit than many economic factors that have figured prominently in prior research. We also find evidence that outsider‐dominated boards and lower restrictions on internal governance play major roles in the way firms exit public markets, particularly when a firm's industry suffers a negative shock. Overall, our results suggest that failure to recognize competing risks produces biased estimates, resulting in faulty inferences.     

Social Networks and Corporate Governance

We analyse frameworks that link corporate governance and firm values to governing boards' social networks and innovations in technology. Because agents create social networks with individuals with whom they share commonalities along the dimensions of social status and income, among other attributes, CEOs may participate in board members' social networks, which interferes with the quality of governance. At the same time, social connections with members of a board can allow for better evaluation of the members' abilities. Thus, in choosing whether to have board members with social ties to management, one must trade off the benefit of members successfully identifying high ability CEOs against the cost of inadequate monitoring due to social connections. Further, technologies like the Internet and electronic mail that reduce the extent of face‐to‐face networking cause agents to seek satisfaction of their social needs at the workplace, which exacerbates the impact of social networks on governance. The predictions of our model are consistent with recent episodes that appear to signify inadequate monitoring of corporate disclosures as well as with high levels of executive compensation. Additionally, empirical tests support the model's key implication that there is better governance and lower executive compensation in firms where networks are less likely to form.     

Security Choice and Corporate Governance

The most efficient corporate governance structure will vary by firm depending on the costs and benefits of different governance mechanisms. For IPO firms, warrants might act as a substitute for other governance mechanisms ( Schultz, 1993 ). Alternatively, warrants might serve as a signal of high quality, and thus effectively governed, firms ( Chemmanur and Fulghieri, 1997 ), in which case they would act as a complement to other governance mechanisms. We test these competing hypotheses by examining a sample of unit IPO firms (firms issuing warrants with shares) matched to a comparable sample of shares-only firms and show that warrants act as a substitute for other governance mechanisms. The research is also of interest because it shows an interaction between the financing decisions of firms and their corporate governance that has not been documented previously.