安徽省上市公司董事会治理与公司绩效关系的实证研究

以安徽省上市公司为研究样本,对董事会治理与公司绩效的关系进行实证分析,结果表明:适当的董事会规模、董事薪酬与董事持股比例对公司绩效有积极作用;独立董事比例、董事会领导权结构与董事变更对公司绩效影响不显著;过多的董事会会议不利于公司绩效的提高。     

Practicing fairness in the family business workplace

One of the main challenges facing family firms is achieving fairness between family and non-family employees in the workplace. Family and non-family employees have the potential to offer unique and distinct contributions to the firm, which makes the achievement of fairness between them messy and complicated. Hence, two interesting questions are worth exploring: Given the complex nature of the family business human capital, how can family firms achieve fairness between family and non-family employees? Why should family business decision makers and advisors promote fair practices in the family business workplace? We first introduce a fair process model as a possible solution for family businesses to achieve fairness between family and non-family employees. Then, based on several examples and studies, we show that family business owners can benefit significantly from promoting fairness in the workplace both in terms of preserving business reputation and in terms of achieving long-term family business survival and success.     

Corporate governance reforms in China and India: Challenges and opportunities

In this article, we examine the evolution of corporate governance reforms in the emerging economies of China and India. We first describe the two major driving forces behind governance reforms in these countries: privatization and globalization. After summarizing the evolution of governance reforms in each context, we identify four major obstacles that impede their implementation in both countries, namely: (1) lack of incentives, (2) power of the dominant shareholder, (3) underdeveloped external monitoring systems, and (4) shortage of qualified independent directors. Next, we highlight practical implications of these governance challenges for foreign firms contemplating, or already involved in, major investments in these emerging economies. We emphasize that foreign firms that are sensitive to context-specific challenges are more likely to put in place appropriate contractual or other safeguards, as well as identify more practical and meaningful forms of participation in the governance of their ventures. Finally, we conclude with some implications for future research.     

Ethics Programs, Board Involvement, and Potential Conflicts of Interest in Corporate Governance

Board composition, insider participation on compensation committees, and director compensation practices can potentially cause conflicts of interest between directors and shareholders. If these corporate governance structures result in situations where actions beneficial to directors do not also benefit shareholders, then shareholders may suffer.Corporate ethics programs usually address conflicts of interest that may arise in the firm's activities. Some boards of directors take active roles in their firms' ethics programs by actively overseeing the programs. This paper empirically examines the relationship between ethics programs and potential conflicts of interest and the relationship between board involvement in a firm's ethics program and potential conflicts of interest.Evidence in this paper shows that firms with ethics programs have a lower percentage of inside directors on their compensation committees than do firms without ethics programs. Firms in which boards are actively involved in the programs have more independent boards (higher percentage of independent directors and lower percentage of inside directors) and are more likely to compensate outside directors with equity than are firms in which boards are not actively involved in the programs. Supplemental analyses show that the incidence of potential conflicts of interest is not significantly different between firms without ethics programs and firms in which boards are not actively involved in the programs. Taken together, the evidence in this paper indicates that a board actively involved in an ethics program, and not the simple existence of an ethics program, is related to the incidence of potential conflicts of interest.     

Corporate governance and MNE strategies in emerging economies

We explore factors of convergence and divergence in corporate governance of emerging and developed market economies, focussing on the role of firm internationalisation. In particular, foreign investments by emerging economy firms led to upgrade of their governance capabilities. These firms also became advocates for home-country policy reforms that mandated the development of similar capabilities for local firms. We present a broad overview of the literature and propose an approach that considers the evolution of corporate governance, both at the national level and the firm level, with MNEs from both emerging market economies and developed economies as active actors in this process.     

公司治理机制对公司现金持有量的影响——来自我国上市公司的经验证据

本文以我国部分上市公司为样本实证研究了公司治理机制对公司现金持有量的影响。结果表明,公司治理机制并未对公司现金持有量形成显著影响,从公司现金持有量的视角为我国上市公司治理机制的不完善性提供了经验证据。     

国有商业银行公司治理的问题分析

建立产权明晰、权责明确、政企分开、管理科学的现代企业制度是我国国有商业银行改革的方向，而良好的公司治理的建立是决定国有商业银行改革成败的核心问题。本文探讨和分析我国国有商业银行公司治理的现状和存在的问题，进而提出完善我国国有商业银行公司治理的建议。     

Dollars and sense: The implications of CEO compensation for organizational performance

Crafting a compensation package for an organization's chief executive officer (CEO) that will help the firm maximize its performance is a vexing challenge for a board of directors. Management theory offers boards several practical hints. A board can put its CEO and the firm in the best position to be successful by (1) creating strong incentives for the CEO to act in the firm's best interest at all times; (2) benchmarking a CEO's performance and compensation relative to that of very high performing CEOs in the industry; (3) diagnosing and responding to CEOs’ feelings about equity relative to their peers; (4) paying a CEO with uniquely valuable knowledge, skills, and ability at the top of the market; (5) offering retention incentives if a proven performer with unique skills is leading a company; (6) resisting the temptation to simply mimic the compensation packages that work for leading firms; and (7) considering candidates’ social ties when recruiting a new CEO.     

Corporate governance reforms and our regulatory future

It is undeniable that the global financial crisis (GFC) has been a catalyst for regulatory change. Whether these policies and regulatory changes are good or bad, whether they will help or hinder growth, and whether they can effect proper balance between growth and effective risk management, the reality is that significant regulatory changes have been proposed and many have already been adopted and implemented. Business leaders may argue that the proposed policy and regulatory choices are both bad policy and bad economics, but the conclusions reached from the GFC is that the status quo was unworkable, and is certainly now politically unpalatable. Corporate governance reforms have arisen as a result of the global financial crisis. This article examines a slew of trends and changes in the wake of the GFC.     

基于政治关联的国有企业董事会结构与公司治理效率分析

本文以我国地方控股国有上市公司为研究样本,实证研究检验了公司与政府之间的政治关联对公司董事会结构和公司治理效率的影响。研究发现我国国有公司的政治关联水平对董事会结构存在显著的负面影响,政治关联主要通过影响地方控股国有上市公司董事会的"人文结构"特征而弱化公司治理的效率。     

Corporate diversification and CEO turnover in family businesses: self-entrenchment or risk reduction?

Our study investigates differences in CEO turnover between focused and diversified firms to determine whether diversification strategies are necessarily associated with governance efficiency in family businesses. We find that large family CEO firms are more likely to engage in corporate diversification than are small non-family CEO firms and their CEOs are seldom replaced. Large family CEO diversified firms also have lower turnover sensitivity relative to focused firms. The results imply that the CEOs of diversified firms have entrenched themselves, thereby increasing agency costs within family businesses. However, we fail to find diversification discounts in family businesses. It is interesting that CEOs tend to diversify their businesses in order to decrease firm risk. Founding families favor risk-reducing decisions in order to maintain family wealth and prestige; suggesting that family businesses are more interested in survival than growth. Although family businesses may benefit from risk reduction, a negative relationship between diversification level and CEO turnover is still evidence of poor corporate governance. Agency theory may not completely account for the adoption of diversification strategies in family businesses and corporate diversification may weaken the effectiveness of internal monitoring mechanisms.

Cash holdings and corporate governance in family-controlled firms

This study examines the association between corporate governance and cash policy within family-controlled firms. Family businesses are complex, because, in addition to dealing with common business requirements and opportunities, they must consider the needs and desires of the family owners. The results of this study show that the impact of corporate governance, with its separation of control rights and cash flow rights, director-ownership-in-pledge ratio and proportion of independent directors on cash policy, differs between family-controlled and nonfamily-controlled firms. Separation of seat control rights and cash flow rights, as well as chair duality, significantly affects the cash policy within different levels of cash holdings in firms.     

Corporate governance in publicly traded small firms: A study of Canadian venture exchange companies

Most evidence regarding the determinants and effects of corporate governance practices is based on large firms. Herein, we explore these issues in the context of small publicly traded Canadian companies. We exploit the fact that such firms were not subject to corporate governance guidelines prior to 2005 and thus analyze the determinants of voluntary governance practice choices, as well as the effects of those practices on firm performance. Using a unique data set, we construct a corporate governance index for each firm. We measure performance by two variables: quality of accounting earnings and financial performance. The results indicate that corporate governance does matter for smaller traded Canadian firms. We find that both accounting and financial performance are positively related to corporate governance; however, their underlying mechanisms may differ somewhat. Given this result, it would be natural to expect all firms to choose higher levels of governance. However, our results also suggest small firms face resource constraints that limit their choices. We conclude that good governance is an important driver of small firm performance that cannot be neglected by the owners and managers of these firms.     

董事会权力结构比较研究——兼论对我国公司治理的借鉴意义

董事会是公司权力执行机关 ,具有股东与公司在权力上的承接关系。但由于信息不对称 ,可能导致董事滥用权力造成损害性后果 ,且股东及监事的监督作用又具有滞后性。因此 ,对发达国家公司法律制度与我国制度现状进行有效评析 ,借鉴与设计有效的董事会内部权力制衡构架 ,对完善我国公司治理结构具有现实意义。     

Women on Corporate Boards of Directors and their Influence on Corporate Philanthropy

This study examined the relationship between the proportion of women serving on firms' boards of directors and the extent to which these same firms engaged in charitable giving activities. Using a sample of 185 Fortune500 firms for the 1991–1994 time period, the results provide strong support for the notion that firms having a higher proportion of women serving on their boards do engage in charitable giving to a greater extent than firms having a lower proportion of women serving on their boards. Further, the results suggest a link between the percentage of women on boards and firm philanthropy in the areas of community service and the arts, but found no link between women boardmembers and firm giving to support education or public policy issues. The implications of the findings and some areas for future research are discussed.     

Foreign listings, corporate governance, and equity valuations

This paper analyzes the impact of foreign listing on equity valuations and relates it to an improvement in corporate governance. It documents abnormal returns around the announcement to list foreign shares on the London Stock Exchange. These are partially explained by a reduction of agency costs that is consistent with the enhanced monitoring and investor protection that prevail in a superior information and legal environment. The results are consistent with predictions derived from theoretical models of agency costs and illustrate an interesting implication of more open global equity markets.     

Corporate governance in the post Sarbanes-Oxley period: Compensation disclosure and analysis (CD&A)

In recent years, the entire fabric of corporate governance, certainly in the United States, has dramatically changed. With the passage of what has colloquially become known as SOX (the Sarbanes-Oxley Act of 2002), US-based corporations have operated under stricter governance guidelines than at any previous time, especially as regards the structure of boards of directors and financial oversight of the corporation. A now perennial governance “hot button” issue not addressed by SOX is concern over continually rising executive compensation. Until the 2006 adoption of new compensation disclosure guidelines by the Securities and Exchange Commission (SEC), it had been nearly 15 years since federal attention had been devoted to compensation guidelines or regulations. Beginning with 2007 filings, US corporations must now include a Compensation Disclosure and Analysis (CD&A) section. The intent behind the CD&A is to provide investors access to clear explanations of executive compensation and the philosophy that underlies compensation. As often happens, this good intent is accompanied by several unintended risks that may mitigate the effectiveness of the CD&A.     

The Sarbanes-Oxley Act of 2002: Has It Brought About Changes in the Boards of Large U. S. Corporations?

The Sarbanes-Oxley Act of 2002 is considered by many to have made the most sweeping changes affecting corporate governance since the Securities and Exchange Acts of 1933 and 1934. About 4 years after its passing, however, many governance experts question whether the time and expense of compliance engender any real reforms. This article examines whether corporations have restructured their boards in response to the enactment of Sarbanes-Oxley and finds evidence that companies are implementing changes that should strengthen the monitoring ability of their boards.     

Strategic and institutional effects on foreign IPO performance: Examining the impact of country of origin,corporate governance,and host country effects

Integrating signaling and institutional perspectives, we develop and test hypotheses relating institutions and corporate governance to foreign IPO success. Our investigation highlights the importance of three important drivers of foreign IPO success: home country legal institutions, corporate governance, and host capital market choice. This research demonstrates that board independence and country of origin effects are powerful signals. However, these factors do not have a universal impact on foreign IPO success. Instead, the value of home country institutions along with corporate governance signals are contingent upon the institutional environment in which international entrepreneurs choose to seek capital resources.     

Gender Diversity in the Boardroom and Firm Financial Performance

The monitoring role performed by the board of directors is an important corporate governance control mechanism, especially in countries where external mechanisms are less well developed. The gender composition of the board can affect the quality of this monitoring role and thus the financial performance of the firm. This is part of the “business case” for female participation on boards, though arguments may also be framed in terms of ethical considerations. While the issue of board gender diversity has attracted growing research interest in recent years, most empirical results are based on U.S. data. This article adds to a growing number of non-U.S. studies by investigating the link between the gender diversity of the board and firm financial performance in Spain, a country which historically has had minimal female participation in the workforce, but which has now introduced legislation to improve equality of opportunities. We investigate the topic using panel data analysis and find that gender diversity – as measured by the percentage of women on the board and by the Blau and Shannon indices – has a positive effect on firm value and that the opposite causal relationship is not significant. Our study suggests that investors in Spain do not penalise firms which increase their female board membership and that greater gender diversity may generate economic gains.