Can business ethics enhance corporate governance? Evidence from a survey of UK insurance executives

This paper seeks to explore the implementation of corporate ethical culture and policies as an adjunct to formal forms of corporate governance. The insurance industry utilises a variety of external governance structures, but is almost unique in that stock companies (which are exposed to an external market for corporate control) and mutual companies (which are owned by a subset of their customers) are in active competition. A questionnaire survey of senior executives in U.K. insurance companies was undertaken to explore the implementation of ethical policies and codes, to investigate ethical attitudes, and to analyze the extent to which these policies and attitudes varied among companies. The results suggest that ethical policies have a higher profile and ethical attitudes and behaviour are more positive in mutual as opposed to stock insurance companies. These findings support the contention that a strong corporate ethical culture may be utilised to enhance formal corporate governance instruments. Stephen Diacon and Christine Ennew both work in the School of Management and Finance at the University of Nottingham, United Kingdom. Dr. Diacon is Senior Lecturer in Insurance Studies and Director of the University of Nottingham Insurance Centre. Dr. Ennew is Reader in Marketing and Associate Editor of International Journal of Bank Marketing.     

Ownership and Governance in the Insurance Industry: A Review of the Theory and Evidence

The objective of this paper is to review the coexistence of mutual and proprietary insurance companies from a corporate governance perspective.The paper begins by reviewing the theoretical justification for the existence of mutual and proprietary companies in the insurance industry. The paper then examines the empirical evidence on insurance company performance and seeks to identify whether organisational structure influences managerial behaviour. Finally, the paper analyses the impactof insurance conversions (i.e. mutualisation and demutualisation) on the welfare of po1icyholders,shareholders and managers in order to identify whether the conversion process is motivated by efficiency or expropriation objectives.     

论保险公司治理的特殊性——一个数理模型的分析

本文把保险业的特殊性和公司治理的一般理论相结合,构建了一个保险公司治理的数理模型.正文第一部分介绍模型的框架并建立起基本的前提假定,第二部分分析保险公司内部人和外部人的行为策略以及保险公司内外信息不对称的严重性和经营的不确定性以揭示保险公司治理问题的本质,第三部分对模型进行扩展,探讨多种公司治理机制的作用机理以显示保险公司治理的特殊性.     

Japan's Lost Decade and its Financial System

After briefly explaining the causes of the Japanese asset‐price bubble in the 1980s, this paper analyses why the bursting of the bubble developed into a full‐fledged financial crisis in the late 1990s. In order to cope with this crisis, the Government has injected capital directly into the banking sector and banks have written off enormous amounts of bad loans. However, the Japanese financial sector remains very weak and Japan still faces a number of problems in its financial system. Firstly, the profit margin of banks is too small to cover the increased default risk following the bursting of the bubble, and there are market distortions created by the government‐backed financial institutions and the requirements on new lending to small and medium sized companies. Secondly, banks still have excessive stock investment and crossholding of shares between banks and other companies has weakened the market discipline on entrenched management. Thirdly, the government guarantee of all banking‐sector liabilities should be removed. Once the financial system is stabilised, a risk‐adjusted deposit insurance premium should be introduced so as to strengthen market discipline on banks, and the huge postal saving system should be privatised to create a level‐playing field among deposit taking financial institutions. Besides the foregoing, the weak corporate governance structure of Japanese financial institutions has to be remodelled. The management of banks has shielded themselves by extensive cross‐shareholdings, especially with life insurance companies. There has been extensive mutual provision of capital, most large life insurance companies have weak corporate governance, and many of the large shareholders of banks are life insurance companies. This double gearing between banks and life insurance companies has therefore weakened the market control of Japanese financial institutions.     

险资入市促进了公司创新吗

随着国家政策的放开,保险公司持股上市企业的现象剧增,保险机构投资者逐渐成为中国资本市场中的重要角色,对企业经营决策发挥了重大作用。在此背景下,本文考察了险资入市对企业创新活动的影响。研究发现:一方面,保险机构投资者持股公司的研发投入和专利产出更少;另一方面,保险机构投资者持股公司的CEO强制变更概率更高,经营业绩更差。本文还讨论了保险公司影响企业创新背后的理论机理。本文研究表明,险资持股带来了过度监督效应,抑制了企业创新。本文有助于市场加深对保险机构的认识,丰富企业创新的相关研究,为改善公司治理提供建议。保险机构投资者是中国资本市场改革的重要力量,政府监管部门需合理引导保险机构投资者,使其发挥积极的外部治理作用。     

Institutional Investors on Boards: Does Their Behavior Influence Corporate Finance?

We examine whether the behavior of institutional investors representatives on boards leads to observable differences in corporate finance. We find that directors representing pressure-sensitive investors (i.e., banks and insurance companies) prefer lower financial leverage whereas pressure-resistant directors (i.e., mutual funds and pension funds) show no particular preference. When analyzed separately, directors appointed by banks and insurance firms have different attitudes. Bank representatives on boards increase both the financial leverage and the banking debt. This result suggests that some types of institutional directors provide financial resources to the firms on whose board they sit, supporting the view that boards manage the uncertainty associated with strategic decision making and provide firms with preferential access to resources and financial expertise. This research has interesting academic and policy implications for the debate over the proper degree of institutional involvement in corporate governance. Different institutional investors have different agendas and incentives for corporate governance, and, therefore, both researchers and policy makers should no longer consider institutional investors as a whole. In addition, our paper calls for new research on the causes and implications of institutional investor involvement in the corporate governance of nonfinancial firms. This new research could require new insights on the dynamics within the boards and on the interplay among the knowledge, incentives and attitudes of quite different directors.     

Mutual life insurers: Origins and performance in pre-1900 Britain

This article considers the evolution of mutual life insurance companies in Britain. It investigates how they obtained their financing in the absence of share capital: the need to provide security for policyholders was typically met by guarantees that directors gave or by borrowing. Mutuals were, to some degree, kept in check by policyholders, who would, in the absence of effective regulation, raise vigorous challenge to directors if a firm under-performed, which would be apparent if it declared low bonuses on its policies. Mutuals tended to have lower costs than proprietary life insurers, which may also reflect the role of policyholders in corporate governance.     

中国保险公司治理研究:基于知识和创新的视角

中国保险公司治理的基本特征是"股东单边治理",本文基于知识和创新的视角指出,股东单边治理的根本缺陷在于无法对经理层进行有效的内部制衡和市场制衡,上述缺陷导致中国保险公司内部治理结构失衡.不同国家采用不同方式对股东单边治理缺陷进行弥补.通过理论推导和国外实践,本文指出中国保险公司治理发展只能走利益相关者内部治理主导模式.     

浅议内部审计与公司治理的关系

我国铁路公司制企业内部审计与公司治理之间是相辅相成的关系,加强铁路公司制企业内部审计,完善公司治理机制,是为了更好地促进内部审计与公司治理的良性互动和有效结合。目前,在公司内部审计和公司治理的运行中存在着公司治理结构未充分发挥作用、“内部人控制”现象普遍等问题。我国铁路公司制企业应通过发挥内部审计的事前、事中参与职能,创建良好的公司治理环境,实施经营管理审计．完善公司治理结构,使越来越多的铁路公司制企业步入规范化运行的轨道。     

Corporate governance in Russia: a framework for analysis

In the past several years, the Putin government’s goal of joining the World Trade Organization, as well as the critical shortage of investment funds in the country, have been prime levers in raising the importance of corporate governance in Russia. While most research has addressed relatively discrete aspects of the topic, this article provides an integrative framework for analyzing corporate governance in Russia. With large companies as the focus, the framework is particularly appropriate for companies in transitioning economies whose corporate governance systems are still developing. The framework draws on a cultural-embeddedness model as well as agency and stakeholder theories. Propositions for corporate governance in large Russian companies are developed for exploration in future research.     

金属类上市公司股权结构与经营绩效关系的研究

公司治理结构的改进是中国整个经济体制改革以及资本市场发展的一个非常重要的内容,股权结构是公司治理结构和经营绩效的基础,股权结构的不同在公司治理结构上表现出差异,从而对公司经营绩效产生影响。当前,我国金属上市公司经营绩效不佳,除了公司治理结构不合理和不完善外,上市公司股权结构不合理是一个关键因素。要提高我国上市公司的经营绩效,既要完善公司治理结构,也要优化上市公司的股权结构,使之趋于合理。     

双重上市对公司治理和公司绩效的影响研究——基于中国双重上市公司的证据

法律渊源理论和约束假说为企业双重上市行为的研究提供了新的视角。本文通过对中国双重上市公司和仅在境内证券市场上市的同类匹配公司的对比研究,分析了双重上市对公司治理与公司绩效关系的影响。虽然总体上双重上市公司报告的公司治理指标优于同类匹配公司,但是两组公司的绩效差异不显著,双重上市对公司治理与公司绩效关系的调节作用不显著。投资者应正确认识双重上市公司的投资价值．而政府管理部门应继续完善相关的监管制度。     

Are East Asian Companies Benefiting from Western Board Practices?

Since the Asian crisis, East Asian nations have strived to introduce corporate governance codes, directing companies how to best improve their corporate governance practices. However, these codes have not been universally accepted by East Asian companies. This study examines the adoption of major board-related corporate governance recommendations by large non-financial companies in seven East Asian nations and investigates whether improvements in these board governance mechanisms have been associated with increased operating performance and market value. The results indicate that family-owned companies started with worse board governance and have been least likely to improve their board governance since the crisis. Overall, bigger, faster growing, non-family-owned companies with less concentrated ownership have been more likely to improve their board governance. Splitting of the positions of Chairman and CEO, creation of audit and nomination committees and improvements in overall board governance were found to have a positive relationship with subsequent operating performance and/or market value. John Nowland is a Finance Lecturer at Queensland University of Technology in Australia. He holds a research masters degree and is completing his PhD at the University of Queensland. His current research focuses on corporate governance and capital markets in Asia.     

公司治理与内部控制相互关系研究

公司治理与内部控制的共同载体是企业组织,在这个载体中,内部控制的有效运行离不开公司治理的推动,公司治理的优化需要内部控制作保障。目前,我国上市公司存在着公司治理与内部控制失衡问题。其主要因素是法人治理结构不完善,缺乏完善有效的监控机制,信息和沟通系统不健全。完善上市公司治理和加强内部控制,应改善股权结构,建立健全监督检查机构和有效的激励与约束机制,健全内部会计控制体系,使二者协调发展,相互作用,最终实现公司的总体目标。     

公司治理与公司绩效关系的实证分析——以竞争性行业上市公司为例

运用深沪两市126家竞争性行业上市公司2002年的数据,从股权结构、董事会结构和高管激励等内外两种治理机制综合考虑了我国公司治理与公司绩效之间的关系。认为多元化股东、外部董事比例和高管激励是公司治理最为重要的三个因素,是影响公司绩效最为显著的变量;第一大股东是否为法人股、独立董事的作用、是否在国外上市对公司绩效没有显著的影响作用。     

公司治理与企业业绩关系研究文献综述

在美国金融危机的冲击下,公司治理机制问题已成为目前国内外学术界共同面对的课题。总体上看,国际性的研究表明,当大股东的控制权高于他对现金流所拥有的权利时,公司的价值会减少,即大股东在取得控制权后,更多的是以牺牲公司利益的方式获得私人利益。我国学者研究发现,多元化股东、外部董事比例和高管激励是公司治理最重要的三个因素,是影响公司绩效最为显著的变量。但也有研究认为,我国上市公司的董事会行为是低效率的。从国内国外两个方面的文献综述可以看出,对公司治理与企业业绩的研究主要集中在公司的内部治理结构方面,由于研究的角度与变量选取的不同,其研究结果差异较大。但是,就其研究过程来讲,对于我国这样的新兴市场的建设与发展是具有重大影响意义的。     

Corporate Governance Quality and CSR Disclosures

Given the increasing importance attached to both corporate social responsibility (CSR) and corporate governance, this study investigates the association between these two complimentary mechanisms used by companies to enhance relations with stakeholders. Consistent with both legitimacy and stakeholder theory and controlling for industry profile, firm size, stockholder power/dispersion, creditor power/leverage, and economic performance, our analysis of the annual reports for a sample of 222 listed companies suggests that firms providing more CSR information: have better corporate governance ratings; are larger; belong to higher profile industries; and are more highly leveraged. Our findings support the limited prior research suggesting a link between corporate governance quality and CSR disclosure in company annual reports and suggest that, rather than mandating specific disclosures, regulators might be better served focussing on corporate governance quality as a way of increasing CSR disclosures.     

Value relevance,earnings management and corporate governance in China

This study investigates whether earnings management reduces the level of value relevance and whether good corporate governance restrains earnings management. Using hand-collected data comprising 1012 firm-year observations from all companies listed on the Shanghai SSE 180 and the Shenzhen SSE 100, the results show that the negative impact of value relevance for the companies engaged in earnings management is greater than the companies that have not engaged in earnings management engagement. Furthermore, the companies with good corporate governance practices are more likely to constrain earnings management than those without.     

Does the Quality of Corporate Governance Affect Firm Valuation and Risk? Evidence from a Corporate Governance Scorecard in Hong Kong*

Using Hong Kong firm data, we construct an index of corporate governance during 2002–2005, which scores the corporate governance practices of listed companies from the public shareholders' perspective based on the Organization for Economic Corporation and Development Principles of Corporate Governance. The findings show that family firms and firms with concentrated ownership structures are associated with bad corporate governance. The evidence also shows that these firms improve their corporate governance practices slower than their peers. Overall, the quality of corporate governance is very significant in explaining future company stock returns and risk. Good corporate governance is associated with both higher stock returns and with lower risk. Improvements in corporate governance are associated with significantly higher stock returns and lower company risk.     

辽宁上市公司融资能力与价值提升

随着资本市场的发展,辽宁上市公司在数量及融资规模上却呈现弱势。这是由于辽宁上市公司资产管理效率低,持续盈利能力和成长性不足;公司治理水平与效率低,缺乏价值创造的内生动力;投资者关系管理表面化,保护投资者利益的积极性和主动性不够。要提高辽宁上市公司融资能力和公司价值,就应改善公司持续盈利能力,提高资产管理效率;完善公司治理结构,提高公司治理水平和效率;加强投资者关系管理,注重投资者利益保护。