公司治理、公司管理与内部控制——对COSO企业风险管理框架(ERM)的分析

2004年COSO委员会正式发布了企业风险管理框架(ERM),这是继1992年其发布内部控制整合框架后的又一个飞跃性的内部控制研究成果。本文从公司治理内涵入手,以广义公司治理所基于的利益相关者理论为基础,分析公司治理与公司管理的关系,考察内部控制演变过程与公司管理的关系,在此基础上重点研究COSO的最新研究成果ERM这一广义的内部控制对公司治理和公司管理的影响。本文的结论是:ERM能提高公司治理效率,实施有效公司管理,实现公司治理和公司管理的有机整合。     

Board internationalization and corporate social responsibility

This study examines the association between board internationalization and firms’ corporate social responsibility (CSR) performance in China during 2009–2019. Using a large dataset of director nationalities and CSR scores, we find that foreign directors promote CSR performance as evidenced by higher CSR scores. We further document that this relationship is more pronounced among government-controlled firms, firms with better corporate governance, and firms operating under stricter institutional environments. These findings remain valid after sequential robustness checks. Overall, our findings imply that foreign directors motivate the board of directors and their firms to actively pursue and practice social responsibility. Our study enriches the literature on the outcomes of board internationalization and determinants of CSR and provides the internationalization of corporate governance mechanisms a reasonable basis.     

会计盈余及时性特征与公司治理机制内生实证研究

本文通过考查深圳和上海证券交易所中的657家上市公司的治理机制代理变量,与会计盈余及时性指标之间截面数据相关关系,探讨治理机制是否随会计盈余及时性而变化。结果发现:董事对高成本信息收集和整理的需求与会计系统信息的有用性是倒数关系,外部股东对高成本信息收集和整理的需求与会计系统信息的有用性成正比;会计系统信息有用性的重要决定因素是解释股权价值现时变化的程度;以高成本的监督活动为特点的特殊治理结构是股东和董事对高成本信息收集和整理需求的反映。研究结果为进一步对会计的其他经济影响和后果研究提供启示。     

Corporate governance, Sarbanes-Oxley, and small-cap firm performance

The recent debate on the onerous costs of compliance with the Sarbanes-Oxley Act has primarily focused on small firms. I study the effects of SOX compliance on such firms by comparing the performance of Canadian small-cap firms that are subject to SOX provisions with those that are not, while: (a) taking into account firms’ internal and external governance mechanisms, including the market for corporate control, and (b) accounting for the simultaneous interactions between alternative governance mechanisms and firm performance. Firms subject to Sarbanes-Oxley experienced an incremental increase in market valuation ranging between 15.7% and 34% depending on the measure of board independence used in the estimation. Some sub-optimal deployment of the endogenous governance mechanisms is observed, while the market for corporate control serves as a positive disciplining factor.     

Influence of earnings management on forecasting corporate failure

This paper studies the relationship between corporate failure forecasting and earnings management variables. Using a new threshold model approach that separates samples into different regimes according to a threshold variable, the authors examine regimes to evaluate the prediction capacities of earnings management variables. By proposing this threshold model and applying it innovatively, this research reveals boundaries within which earnings management variables can yield superior corporate failure forecasting. The inclusion of earnings management variables in corporate failure models improves failure prediction capacities for firms that manipulate substantial earnings. Furthermore, an accruals-based variable improves predictions of failed firms, but the real activities-based variable improves predictions of non-failed firms. These findings highlight the importance of indicators of the magnitude of earnings management and the tools used to improve the performance of corporate failure models. The proposed model can determine the predictive power of particular explanatory variables to forecast corporate failure.     

公司制衡机制与财务舞弊:来自我国证券市场的经验证据

本文采用Logistic模型对我国2002~2004年A股财务舞弊公司的内部制衡、独立审计与政府监管制衡机制进行了研究。结果发现:公司股东大会出席率与财务舞弊负相关,董事会规模与财务舞弊负相关;独立董事比例、监事会规模、董事长与总经理两职合一对财务舞弊并无显著影响;资产审计费用率与财务舞弊正相关;上年度财务报告审计意见差、上年度股票被特别处理的公司财务舞弊可能性较大。     

Capitalizing Research & Development: Signaling or Earnings Management?

This paper analyzes the capitalization of Research & Development (R&D) expenditures under International Financial Reporting Standards (IFRS). Discretionary R&D capitalization can be exercised by managers to signal private information on future economic benefits to the market. It can, however, also serve as opportunistic earnings management. We analyze a unique, hand-collected sample of highly R&D intensive German IFRS firms during 1998–2012. We find that market values are not associated with capitalized R&D for the overall sample, indicating that earnings management may be a concern. We identify firm-years for which R&D capitalization is possibly used for pushing their earnings above a specific threshold (e.g. analysts' forecasted earnings, prior year's earnings). Our results show that both the decision to capitalize and how much to capitalize are strongly associated with benchmark beating. Consistently, we find that market values are negatively associated with capitalized R&D for firms who are likely to use capitalization for benchmark beating (about one third of the overall sample). On the other hand, the market values R&D capitalization positively for well-performing firms, for which capitalizing does not matter to beat an earnings benchmark (about half of the overall sample). This finding is robust to controls for endogeneity, various deflators, and different measures for earnings management.     

基于公司治理结构的财务控制模式选择

公司治理结构是公司制度的核心,良好的公司治理结构是提高企业经营管理效率的基本要素。科学、有效的内部控制制度,是现代企业实现其经营管理目标的有力保证。公司治理能促使财务控制有效运行,是保证财务控制功能发挥的前提和基础,是实行财务控制的制度环境。财务控制在公司治理中担当的是内部管理监控系统的角色,加强和完善企业财务控制,应从完善公司治理出发完善企业财务控制环境,财务控制作为管理当局为履行管理目标而建立的一系列规则、政策和程序,与公司治理有着密不可分的关系。     

CORPORATE GOVERNANCE OF BANKS: A SURVEY

This paper reviews the empirical literature on the corporate governance of banks. We start by highlighting the main differences between banks and nonfinancial firms and focus on three characteristics that make banks special: (i) regulation, (ii) the capital structure of banks, and (iii) the complexity and opacity of their business and structure. Next, we discuss the characteristics of corporate governance in banks and how they differ from the governance of nonfinancial firms. We then review the evidence on three governance mechanisms: (i) boards, (ii) ownership structures, and (iii) executive compensation. Our review suggests that some of the empirical regularities found in the literature on corporate governance of nonfinancial institutions, such as the positive (negative) association between board independence (size) and performance, do not hold for banks. Also, existing work provides no conclusive results regarding the relationship between different governance mechanisms and various measures for banks’ performance. We discuss potential explanations for these mixed results.     

财务会计信息与公司治理

财务会计系统不但给公司控制机制提供直接的财务信息,而且还提供股票价格中反映的所有间接信息。会计治理研究中的一个基本目标是为财务会计提供的信息,在多大程度上减缓由所有权和经营权两权分离所带来的代理问题,以及减少信息不对称问题提供证据。本文着重探讨财务会计信息在公司治理机制中的作用,公司治理机制对财务会计信息反作用的互动研究,并提出了公司治理的对策。     

How do the ownership structure and board of directors' features impact earnings management? The Spanish case

This paper examines how the ownership structure and board of directors' features determine the managerial opportunistic behavior exemplified in the management of accounting earnings. This study contributes to the literature by investigating the relationship of firm‐level and country‐level corporate governance systems on the earnings management in the Spanish corporate sector. Results reveal that the varying efficiency of the corporate governance systems is reflected in the way in which accounting discretion is performed. We found evidence that earnings management is reduced as the voting rights of the controlling shareholder increased and that there is an inverse U‐shaped relationship between insiders' ownership and the earnings manipulation. Regarding the board characteristics, we observe that larger, independent boards, those with a larger proportion of female members, and those with an audit committee compounded by a greater proportion of outside independent directors oversee managers more efficiently, constraining their capacity to manage earnings. To the contrary, board duality increases the likelihood of opportunistic manipulation of financial reporting. We found that when the institutional environment improves in the Spanish context, the discretionary power of the corporate sector to overstate the financial statements is reduced. The findings prove the necessity of reinforcing the rules and regulations toward a more transparent disclosure of the financial statements.     

Corporate governance and the insolvency risk of financial institutions

We investigate whether shareholder-friendliness of corporate governance mechanisms is related to the insolvency risk of financial institutions. Using a large sample of U.S. financial institutions over the period 2005–2010, we find that corporate governance is positively related to the insolvency risk of financial institutions as proxied by Merton’s distance to default measure and credit default swap (CDS) spread. We also find that “stronger” corporate governance increases insolvency risk relatively more for larger financial institutions and during the period of the financial crisis. Lastly, our results suggest that shareholder-friendliness of corporate governance mechanisms is viewed unfavorably in the bond market.     

财务契约、财务危机预警与公司财务治理

本文将财务预警系统纳入公司财务治理结构中，根据财务契约与财务预警的关系，采用制度形式对财务预警系统的信息传输渠道和反馈方法规范化，以提高有效性的发挥。文章从财务契约的股权契约，报酬契约，信贷契约和其他利益相关者契约与财务危机预警的关系入手，分别讨论在股东之间，股东与经营者之间，债权人与股东和经营者之间如何用契约的形式，保证财务预警系统在公司治理中有效运作。     

Deregulation of short selling and corporate cash dividend policy: A quasi-natural experiment from China

This study takes China’s short selling deregulation as a quasi-natural experiment, employs a sample of Chinese A-share listed firms from 2007 to 2017, and tests the impact of a short selling pilot on firms’ cash dividends using a difference-in-differences model (DID). We find that China’s short selling pilot significantly increases the pilot firms’ cash dividends. The mechanism test shows that short selling can improve the pilot firms’ cash dividends by playing a corporate governance role to restrain dual agency costs such as management fees and major shareholders’ tunneling. Furthermore, we identify that short selling restrains the behavior of “large stock dividends” and increases the cash dividends of “large stock dividends” firms. Moreover, the governance effect of short selling is complementary to the external governance environment. The higher the degree of marketization and government quality, the more significant the governance effect of short selling to increase the pilot firms’ cash dividends. This study enriches not only the research related to cash dividends in emerging economies, but also provides new empirical evidence for the evaluation of China’s short selling deregulation and offers valuable lessons to other emerging economies.     

公司治理与现金股利分配倾向——来自中国上市公司的经验证据

本文以2002～2008年沪深A股765家上市公司为样本,实证检验公司治理结构对现金股利分配倾向的影响.结果发现:股权集中、国有控股、董事会规模大、高管薪酬高和选择四大会计师事务所的上市公司倾向分配现金股利,流通股比例高和独立董事规模大的公司不倾向分配现金股利,董事会领导权结构的影响不显著.同时,公司治理好的公司发放现金股利的倾向大,而公司治理差的公司的倾向小.进一步发现,中国上市公司具备发放现金股利的能力,却"不想"派现.     

Cross-shareholding network and corporate bond financing cost in China

This study examines the effect of cross-shareholding network centrality on the cost of corporate bond financing. Based on a sample of Chinese A-share listed firms that issued general corporate bonds from 2007 to 2018, we adopt a social network analysis method and use three indicators (Degree, Betweenness, and Eigenvector) and the principal factor (Composite) extracted from them to measure the firms’ centrality in the cross-shareholding network. We find that bondholders’ demand lowers bond yield spreads for firms with higher cross-shareholding network centrality. In further analyses, we explore the impact mechanisms using mediator models and find that such centrality promotes resource accessing, information disclosure, and corporate governance, thus decreasing corporate bond financing cost. In addition, we incorporate the moderate effect of geographical location and find that the relationship between cross-shareholding network centrality and corporate bond financing cost is more significant in firms located in remote places.     

The contractual and value relevance of reported earnings in a dividend-focused environment

This study investigates the relevance of reported earnings in the context of an institutional environment, i.e., Switzerland, in which investors focus on dividends. In conjunction with a dividend focus, the financial reporting environment faced by Swiss firms provides their managers with more accounting discretion than managers of Anglo-Saxon firms typically have. From a contractual perspective, dividendbased earnings management is expected since Swiss corporate law explicitly states that dividends, which must be voted on by stockholders, are to be based upon a firm's reported earnings. From a value perspective, thin trading conditions and a long-term investment horizon are expected to increase the importance of dividend payments and to influence the informativeness of reported earnings. Results indicate that Swiss managers do engage in dividend-based earnings management, that earnings quality signals are used by managers to voluntarily constrain their accounting choices and that the value relevance of earnings is conditional upon dividend payments.     

Managers’ use of language in corrupt firms’ financial disclosures: Evidence from FCPA violators

This paper explores management’s use of language in financial disclosures of corrupt firms by looking at a sample of firms that have been prosecuted for violating the Foreign Corrupt Practices Act (FCPA). We find that the management of FCPA violators use more negative, less litigious, more complex and less conservative language when disclosing financials than non‐violators. The language effect prior to an FCPA prosecution is driven by firms with low corporate governance performance. By contrast, firms with high corporate governance use less complex and more conservative language before an FCPA prosecution than firms with low corporate governance performance. Furthermore, we find that after an FCPA prosecution the language becomes less litigious and complex than before the FCPA litigation.     

基于可持续发展的国有企业绩效评价体系研究

本文以可持续发展理论为指导,论述了社会绩效、环境绩效和公司治理水平与企业财务业绩及可持续发展的关系,提出了国有企业绩效评价体系在财务业绩评价基础上,应增加社会绩效、环境绩效和公司治理指标,设计了盈余质量系数对企业的净利润进行修正,以克服企业利润操纵对财务业绩的影响,使财务业绩的评价更具客观性;提出了通过行业效率评价来解决行业差异对企业绩效影响的建议。     

Technologie, Innovation und Corporate Governance

This article shows that empirical research supports the existence of a relationship between corporate governance and technological change. This relationship can be split into two parts: a strategic choice relationship, where governance impacts technological change, and a technological imperative relationship, where the reverse can be observed. These relationships modify the direct influences of technological change as well as corporate governance on economic success. Therefore, regulators should be aware that by shaping governance structures they also affect the competitiveness of corporations. However, since not enough knowledge is available to design optimum governance systems that would fit all sorts of corporate objectives, it is argued that corporations should be allowed to choose from a pre-defined set of governance structures without having to change the location of their headquarters. The proof for the existence of the two relationships in question is marred by numerous problems of measurement and analysis. Thus, substantial research into this field is suggested.