全球金融危机中公司治理的经验与教训研究

本文从公司治理的视角,分析了全球金融危机中欧美金融业暴露的严重公司治理问题及应对措施。文章提出对股权结构越分散越好、股权激励力度越大越好、股东利益至上及大而不倒等信条的反思,并认为此次金融危机有如下启示:一是在监管中必须重视系统效应的监管责任、逐步建立综合监管模式、探索开展逆经济周期监管;二是中国大型商业银行要处理好创新与发展的关系;三是合理设计薪酬激励机制;四是在风险管理中必须坚持稳健经营理念、加强全面风险管理、理性开展金融创新;五是在董事会建设方面要提高董事会素质、强化风险管理及关注企业社会责任。     

Corporate Restructuring in Response to Performance Decline: Impact of Ownership, Governance and Lenders

Firms in performance decline may choose a variety ofrestructuring strategies for recovery with conflicting welfareimplications for different stakeholders such as shareholders,lenders and managers. Choice of recovery strategies is thereforedetermined by the complex interplay of ownership structure,corporate governance and lender monitoring of such firms. For asample of 297 U.K. firms experiencing relative stock return declineduring 1987–93, we examine the impact of these factors as wellas other control factors on their turnaround strategies. Strategychoices during the decline year and two post-decline years aremodelled with logit regressions. Our results show that turnaroundstrategy choices are significantly influenced by both agency andcontrol variables. While there is agreement among stakeholderson certain strategies there is also evidence of conflict ofinterests among them. There is further evidence of shiftingcoalitions of stakeholders for or against certain strategies.     

Corporate Restructuring in Response to Performance Decline: Impact of Ownership, Governance and Lenders

Firms in performance decline may choose a variety of restructuringstrategies for recovery with conflicting welfare implicationsfor different stakeholders such as shareholders, lenders andmanagers. Choice of recovery strategies is therefore determinedby the complex interplay of ownership structure, corporate governanceand lender monitoring of such firms. For a sample of 297 U.K.firms experiencing relative stock return decline during 1987–93,we examine the impact of these factors as well as other controlfactors on their turnaround strategies. Strategy choices duringthe decline year and two post-decline years are modelled withlogit regressions. Our results show that turnaround strategychoices are significantly influenced by both agency and controlvariables. While there is agreement among stakeholders on certainstrategies there is also evidence of conflict of interests amongthem. Thereis further evidence of shifting coalitions of stakeholdersfor or against certain strategies.     

A Survey of Corporate Governance

This article surveys research on corporate governance, with special attention to the importance of legal protection of investors and of ownership concentration in corporate governance systems around the world.     

Corporate Governance and Corporate Financing and Investment during the 2007‐2008 Financial Crisis

We examine the impact of the 2007‐2008 financial crisis on nonfinancial firms’ financing and investment activities and the role of corporate governance in alleviating the adverse consequences of the external capital supply shock. Employing a difference‐in‐differences research design, we find that better governance mitigates the disruption caused by the bank credit supply shock to firms’ financing and investment activities. A variety of robustness tests suggest that our findings are unlikely to be driven by an endogeneity problem. We obtain similar results when we extend the sample period to include the delayed spillover from the banking sector to other capital market sectors.     

The Roles of Corporate Governance in Bank Failures during the Recent Financial Crisis

We analyze the roles of bank ownership, management, and compensation structures in bank failures during the recent financial crisis. Our results suggest that failures are strongly influenced by ownership structure: high shareholdings of lower‐level management and non‐chief executive officer (non‐CEO) higher‐level management increase failure risk significantly. In contrast, shareholdings of banks’ CEOs do not have a direct impact on bank failure. These findings suggest that high stakes in the bank induce non‐CEO managers to take high risks due to moral hazard incentives, which may result in bank failure. We identify tail risk in noninterest income as a primary risk‐taking channel of lower‐level managers.     

文化因素对中韩银行公司治理的影响

亚洲金融危机前韩国的银行和中国的银行在所有权结构上并不相同,但在公司治理上却有很多惊人的相似之处,本文重点研究了金融危机前韩国和目前中国的银行在治理结构上存在的问题,总结它们在治理结构存在的共同点,探讨了这些共同点背后的文化因素。     

Trends in Corporate Governance

The popular press and scholarly studies have noted a number of trends in corporate governance. This article addresses, from a theoretical perspective, whether these trends are linked. And, if so, how? The article finds that a trend toward greater board diligence will lead, sometimes through subtle or indirect mechanisms, to trends toward more external candidates becoming CEO, shorter tenures for CEOs, more effort/less perquisite consumption by CEOs (even though such behavior is not directly monitored), and greater CEO compensation. An additional prediction is that, under plausible conditions, externally hired CEOs should have shorter tenures, on average, than internally hired CEOs.     

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。     

Corporate Governance: Lessons From Barings

The collapse of Barings plc at the end of February 1995 brought two official inquiries which reported very promptly. The British report was made public on 18 July, just over four months after the failure. The Singaporean investigation into the workings of the Barings subsidiary was completed at the beginning of September. Revelations about the events and courses of problems are colourful as well as damning. There are issues in corporate governance arising from this experience. However, an analysis of the workings of Barings plc is essential if substantial understanding of what took place and why is to be secured. The British report did not attempt such an analysis. This oversight hampered analyses of the handicaps to effective funds and risk management as well as failure to develop informative and accurate accounts for auditing, credit control and funding purposes. The governance implications are treated exhaustively.     

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?     

国有商业银行改革：应从治理结构转向资本结构

目前我国国有商业银行面对的是单一国有产权结构,这种产权结构的特征是产权具有不可交易性,产权交易的实现和交易规则的形成的前提是实现资本结构多元化。国有商业银行通过股改上市,初步打破了资本结构独资化状况,意味着产权交易的启动。可以预见,多样化资本竞争和并购重组离国有商业银行并不遥远。     

Ownership Structure, Corporate Governance, and Firm Value: Evidence from the East Asian Financial Crisis

We use a sample of 800 firms in eight East Asian countries to study the effect of ownership structure on value during the region's financial crisis. The crisis negatively impacted firms' investment opportunities, raising the incentives of controlling shareholders to expropriate minority investors. Crisis period stock returns of firms in which managers have high levels of control rights, but have separated their control and cash flow ownership, are 10–20 percentage points lower than those of other firms. The evidence is consistent with the view that ownership structure plays an important role in determining whether insiders expropriate minority shareholders.     

Regulation of Corporate Governance: Will it Improve Corporate Performance?

In 1995, the New South Wales Court of Appeal handed down a significant judgment on directors' duties in Daniels v Anderson¹ (the AWA case), following the landmark decision of Rogers CJ (Comm. D.)². In the same year, the Australian Stock Exchange introduced a listing rule under which listed Australian companies will for the first time be required to disclose their corporate governance practices. This article places the important decision in AWA and the ASX's corporate governance rule in the context of recent research in the United States on whether there is a link between corporate governance and corporate performance.     

Session I: Corporate Purpose and Governance

In this first of five sessions of a recent Columbia Law School symposium devoted to discussion of his new book, Prosperity—and The Purpose of the Corporation, Oxford University's Colin Mayer begins by calling for a “radical reinterpretation” of the corporate mission. For all but the last 50 or so of its 2,000‐year history, the corporation has combined commercial activities with a public purpose. But since Milton Friedman's famous pronouncement in 1970 that the social goal of the corporation is to maximize its own profits, the gap between the social and private interests served by corporations appears to have grown ever wider, helping fuel the global outbreaks of populist protest and indictments of capitalism that fill today's media. In Mayer's reinterpretation, the boards of all companies will produce and publish statements of corporate purpose that envision some greater social good than maximizing shareholder value. To that end, he urges companies to make continuous investments of their financial capital and other resources in developing other forms of corporate capital—human, social, and natural—and to account for such investments in the same way they now account for their investments in physical capital. Although the author appears to prefer that such changes be mandatory, enacted through new legislation and enforced by regulators and the courts, his main efforts are directed at persuading the largest institutional owners of corporations—many of whom are already favorably predisposed to ESG—to support these corporate initiatives. Marty Lipton, after expressing enthusiasm about Mayer's proposals, suggests that mandating such changes is likely neither feasible nor desirable, but that attempts—like his own New Paradigm—to gain the acceptance and support of large shareholders is the most promising strategy. Ron Gilson, on the other hand, after voicing Lipton's skepticism about the enforceability of such statements of purpose, issues a number of warnings. One is about the political risks associated with ever more concentrated ownership of public companies in a world where populist distrust of all concentrations of wealth and power is clearly on the rise. But most troubling for the company themselves is the confusion such proposals could create for corporate boards whose responsibility is to limit two temptations facing corporate managements: short‐termism, or underinvestment in the corporate future to boost near‐term earnings (and presumably stock prices); and what Gilson calls hyperopia, or overinvestment designed to preserve growth (and management's jobs) at all costs.     

公司治理结构讨论的一个误区

实际上，“一股独大”不过是公司股权结构的一种现象，而不是公司治理结构问题的成因。问题的核心在于股东保护法制不健全，才导致企业所有权集中，企业普遍存在控股股东。不从根本上完善法制，试图分散公司所有权是难以奏效的。     

从金融中介透视公司治理

金融中介参与公司治理，虽然因增加了委托——代理层次而增加了作为终级出资人的代理成本，但由于企生委托——代理机制的健全和约束的强化，其减少的“道德风险”损失完全抵补了上升的代理成本且有余，公司整体的治理效率也将获得较大的提高。     

金融危机背景下银行业公司治理的反思与启示

本文在简要回顾金融危机对银行业影响的基础上,通过对金融危机产生根源的各种观点进行评述.提出了应基于更微观层面的公司治理视角来研究危机爆发原因的观点.在此基础上.本文系统考察了金融危机暴露出的银行业公司治理中存在的缺陷.最后结合金融危机的经验教训及中国实际提出了有针对性地加强银行业公司治理机制建设的几点建议.