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。     

Bank Corporate Governance,Beyond the Global Banking Crisis

Following up on the publication of the Walker Report ( 2009 ) in the United Kingdom, international organizations such as the Basel Committee ( 2010 ), the OECD ( 2010 ), and the European Union ( 2010 ) have proposed guidelines to improve bank corporate governance and, more specifically, risk governance. These international reports vary widely on what the prime objective of bank corporate governance should be, with one group recommending a shareholder‐based approach, and the other a stakeholder‐based one. Moreover, the focus of these reports is exclusively on risk avoidance, with little guidance as to how an acceptable level of risk should be defined. Drawing on insights from economics and finance, this paper is intended to contribute to the debate on bank corporate governance. Our four main conclusions are as follows. Firstly, the debate on bank governance should concern not only the boards but also the governance of banking supervision with clearly identified accountability principles. Secondly, since biases for short‐term profit maximization are numerous in banking, boards of banks should focus on long‐term value creation. Thirdly, board members and banking supervisors should pay special attention to cognitive biases in risk identification and measurement. Fourthly, a value‐based approach to risk taking must take into account the probability of stress scenarios and the associated costs of financial distress. Mitigation of these costs should be addressed explicitly in the design of bank strategy.     

The Application of Corporate Governance Indicators With XBRL Technology to Financial Crisis Prediction

ABSTRACT

The widespread adoption of eXtensible Business Reporting Language (XBRL) suggests that intelligent software agents can now use financial information disseminated on the Web with high accuracy. Financial data have been widely used by researchers to predict financial crises; however, few studies have considered corporate governance indicators in building prediction models. This article presents a financial crisis prediction model that involves using a genetic algorithm for determining the optimal feature set and support vector machines (SVMs) to be used with XBRL. The experimental results show that the proposed model outperforms models based on only one type of information, either financial or corporate governance. Compared with conventional statistical methods, the proposed SVM model forecasts financial crises more accurately.     

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.     

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.     

The Responsiveness of Corporate Investments to Changes in Corporate Income Taxation During the Financial Crisis: Empirical Evidence from Slovenian Firms

I examine the responsiveness of corporate investments to changes in corporate income taxation during the financial crisis. When investigating tax effects in financially constrained firms, the model of investment demand needs to be extended to include an additional channel through which taxes could affect investments. I model the tax effects via two transmission channels, the traditional user cost of capital channel and the cash flow channel, which is crucial for financially constrained firms. The empirical results show that corporate investments in financially constrained firms do not respond to changes in corporate income taxation through the user cost of capital channel, but there is strong evidence of the effect that materializes through the cash flow channel.     

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.     

An Analysis of Changes in Board Structure during Corporate Governance Reforms

This study examines the evolution of company board structure during a period of corporate governance reform. Using data over a time period following the publication of the Cadbury Report (1992) we present evidence of an increase in the independence of UK boards, as measured by an increased willingness to employ independent non‐executive directors, and to separate the positions of the CEO and the Chairman of the Board. In examining the determinants of these changes, we find that boards change more readily in response to changes in managerial control, equity issuance and corporate performance than changes in the firm‐specific operating environment of companies.     

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.     

Corporate Governance in India

The Indian corporate governance system has both supported and held back India's ascent to the top ranks of the world's economies. While on paper the country's legal system provides some of the best investor protection in the world, enforcement is a major problem, with overburdened courts and significant corruption. Ownership remains concentrated and family business groups continue to be the dominant business model, with significant pyramiding and evidence of tunneling activity that transfers cash flow and value from minority to controlling shareholders. But for all its shortcomings, Indian corporate governance has taken major steps toward becoming a system capable of inspiring confidence among institutional and, increasingly, foreign investors. The Securities and Exchanges Board of India (SEBI), which was established as part of the comprehensive economic reforms launched in 1991, has made considerable progress in becoming a rigorous regulatory regime that helps ensure transparency and fair practice. And the National Stock Exchange of India, also established as part of the reforms, now functions with enough efficiency and transparency to be generating the third‐largest number of trades in the world, just behind the NASDAQ and NYSE. Among more recent changes, the enactment of Sarbanes—Oxley type measures in 2004—which includes protections for minority shareholders in family‐ or “promoter”‐led businesses—has contributed to recent increases in institutional and foreign stock ownership. And while family‐ and government‐controlled business groups continue to be the rule, India has also seen the rise of successful companies like Infosys that are free of the influence of a dominant family or group and have made the individual shareholder their central governance focus.     

反腐败与中国公司治理优化:一个准自然实验

尽管精确地评估反腐败对经济的影响具有重要学术意义与政策价值,但囿于数据以及计量识别策略,当前研究还存在诸多争议和不足。本文利用一个中国的准自然实验作为外生冲击,来识别反腐败与微观企业行为之间的因果关系。具体而言,我们利用倍差法(DID)考察十八大前后中国上市公司的公司治理、高管激励与股东价值是否发生了变化,研究发现:(1)十八大之后,高腐败地区上市公司的现金持有的市场价值明显增加,同时此类上市公司的高管薪酬业绩敏感性也显著提高。(2)在会计质量方面,高腐败地区上市公司在十八大后财务报表质量明显提升,同时盈余管理的情况显著减少。此外,我们还发现,高腐败地区上市公司在十八大后会计质量的改善主要集中于非国有企业,高管薪酬业绩敏感性的提升则主要集中于国有企业。本文研究丰富了反腐败研究文献,为我国进一步深化改革实践提供了政策参考,即反腐败有助于改善公司治理,强化高管激励机制和提高会计质量,从而最终增进股东价值。     

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?