中国公司独立董事制度现状剖析及对策研究

作为中国的上市公司,青岛啤酒第一个引入了独立董事制度,到目前为止已有10多年的时间;它在完善公司治理方面确实起到了一定的作用,不可否认的是它还存在着诸如人员选取、激励与约束等方面的问题。     

法人治理及其在首创集团的实践

现阶段，规范和完善公司法人治理结构是国有企业改革的主要任务。本文根据首创集团建立法人治理结构的实践。从建立规范有效的董事会到外部董事制度的探索两方面做了深入的分析，提出了有针对性的建设性意见。     

Board Determinants in Banking Industry. An International Perspective

This paper explores the factors influencing the board composition of an international sample of commercial banks over the period 1996–2006. After considering the dual role of the board as monitor and advisor, our analysis shows that no one board composition is optimal for the banking industry and that any such recommendation could harm bank governance. Our results suggest that more complex banks that have a low ownership concentration and are headquartered in a civil law country should have larger and more independent boards. Copyright © 2012 John Wiley & Sons, Ltd.     

并购中现金流折现法定价应用研究

我国企业定价不合理,被收购公司价格严重低估。为合理定价被并购公司,用现金流折现法对被并购企业价格估算,详细分析中国石化收购扬子石化并购一案,估算出扬子石化的理论价格,并比较实际价格,提出了并购风险防范方法。     

The effect of mergers and acquisitions on environmental,social and governance performance and market value: Evidence from EU acquirers

This study explores the effect of environmental, social, and governance (ESG) performance on market value and performance in the context of mergers and acquisitions. We examine whether acquisition of targets with better ESG performance can help acquirers to increase their own ESG performance and whether the market values the increased ESG performance positively. Moreover, we explore whether the acquisition of targets with better ESG performance affects the market value of acquirers. For this study, we utilize a sample of 100 European mergers and acquisitions between 2003 and 2017, for which matching data on the ESG performance of both the target and acquiring firms are available. Our results show that the postmerger ESG performance of the acquirer increases following the acquisition of a target that has higher ESG performance than that of the acquirer in the premerger stage, whereas the postmerger market value of the acquirer increases following an increase in the acquirer's postmerger ESG performance in relation to its premerger ESG performance. Finally, we provide partial evidence of a positive relationship between the postmerger market value of the acquirer and the acquisition of a target with higher ESG performance than itself in the premerger stage.     

Balancing board? The effects of board independence and capital on firms offering work‐family benefits

While prior research demonstrates the strategic human resource (HR) advantages associated with offering work–family benefits (WFBs), firms continue to be reluctant in providing their employees with these benefits. Drawing on the corporate governance and stakeholder orientation literatures, this study examines the role of board independence and capital for WFBs being offered in publicly‐traded firms. Our results demonstrate that various director independence and capital attributes are related to the firm offering WFBs. Specifically, board directors who are outsiders, women, and holders of additional directorships, with their broad stakeholder orientation, increase the likelihood of WFBs being offered by the firm [Correction added on December 14, 2017, after first online publication: the preceding sentence has been updated to clarify the findings of the study.]. These findings are of importance to HR practitioners considering the influence that corporate boards can have on the firm's use of HR practices, such as WFBs, that affect all employees, not just the executives.     

Corporate governance beyond the shareholder–stakeholder dichotomy: Lessons from Japanese corporations' environmental performance

Although corporate environmental performance (CEP) is determined by corporate governance (CG) typified by board and ownership structures, in‐depth research on stakeholder‐oriented CG is sparse. This study seeks to fill this void and promote an alternative vision of good governance. Japanese corporations have often been criticized for their stakeholder‐oriented practices such as less independent boards and the dominance of stable domestic shareholders. However, these practices are not necessarily problematic if effective monitoring mechanisms are in place. Using a database of Japanese listed corporations over 2012–2015, this study shows that both board size and composition enhance CEP, confirming the advisory function of boards. Contrastingly, foreign blockholders, who are expected to play a monitoring role, significantly constrain CEP. Japanese corporations are evolving toward a hybrid CG that aims to narrow the shareholder–stakeholder divide, and the findings will offer useful lessons for the modification of shareholder‐oriented CG.     

董事会职能变迁轨迹及职能重塑

董事会在公司治理机制中发挥关键作用。伴随着公司治理的发展,董事会职能经历了由经营管理到监督,再从监督到监督和决策并重的变迁过程。股权分置改革后,我国公司治理呈现以下特征:国有股"一股独大"状况得到改善;公司控制权市场逐步形成;中小股东的利益逐渐得到保护;公司治理目标由股东价值最大化转变为企业价值最大化。公司治理的变化促使董事会职能发生相应的调整,董事会职能应从权利格局、组织结构、董事素质与激励约束机制、董事会与经理的职责方面实现重塑。     

The role of human resource management in cross-border mergers and acquisitions

Cross-border mergers and acquisitions (M&As) have become the dominant mode of growth for firms seeking competitive advantage in an increasingly complex and global business economy. Although human resource management (HRM) can play a value-adding role in the merger process, existing research and evidence does not clearly demonstrate how it can do so. This paper addresses the neglected human side of M&As by providing a strategic fit framework to assess the link between M&A strategy and HRM strategy. Because cross-border M&As are of an order of magnitude more complex than domestic mergers, we examine contingencies in national contexts that influence outcomes in the merger process. We draw on recent empirical evidence to highlight HRM roles in terms of resources, processes and values that reflect the influence of both strategic fit and national context in the integration stage of cross-border M&A.     

The Impact of Board Structure on Corporate Social Responsibility: A Temporal View

Time plays an important role in corporate social responsibility (CSR) decisions. In the context of time and the boardroom, the consideration of CSR can be affected by board structure. For example, because of considerable short‐term pressures, this study posits that insiders on the board are less likely to prioritize the longer‐term time horizons needed to affect CSR. Following this perspective, a hypothesis is put forth that insiders generally have temporal orientations that are more short term in nature and that they therefore have a negative effect on CSR. A study of 300 of Australia's largest firms confirmed this hypothesis. However, when inside director compensation linked to environmental and social metrics and inside director CSR training are introduced as moderating variables, their interactive effects lead to positive results: both positively moderate the negative insider–CSR relationship in environmental and social dimensions. The study contributes to a temporal view of boards of directors, as well as to corporate governance and CSR. Copyright © 2016 John Wiley & Sons, Ltd and ERP Environment     

浅论内部控制和公司治理的互动

文章通过分析公司治理和内部控制间的交叉融合及不同之处,强调两者的相互促进和逻辑整合,提出了在公司治理环境下内部控制的改进之处,从而充分发挥公司治理和内部控制的作用,以达到提高公司价值的目的。     

公司内部治理机制研究述评与启示

长期以来公司内部治理问题一直是国内外学者研究的热点之一。从公司内部治理的激励合约、董事会及股权结构这三个主要方面对国内外的主要文献进行系统梳理后,得到的启示是,公司内部治理的研究应该重视高层管理人员与公司董事的个体异质性对企业战略及财务决策的影响;应该更多地关注制度因素与股权结构、投资者利益保护的关联性;应该把公司内部治理的研究与外部环境、公共治理相联系。     

日本公司治理模式的改革及其启示

"泡沫经济"破灭后,日本公司治理模式改革的内容主要表现在相互持股的股权结构变化、公司董事会和监事会的强化等几个方面。改革后,日本公司在股权集中度降低、董事会效率的提升、监事会独立性的增强等方面取得了一定的成效。但是,尽管如此,公司治理仍呈现出原有模式的持续和改革并存的状态。日本的公司治理模式改革对中国国有企业公司治理有诸多启发意义。     

The ‘Company with Committees’: Change or Continuity in Japanese Corporate Governance?

Corporate governance practices are arguably diffusing across the world. This paper examines the adoption of the committee‐based governance system (i.e. audit, nomination, and remuneration) in Japanese firms, a practice common in Anglo‐American capitalism but potentially contestable in Japan. The study finds that firms that are internationally exposed through cross listing are more likely to adopt the committee system. Moreover, more experienced and highly cross‐held firms, with larger proportions of foreign ownership, are more likely to adopt the committee system. On the other hand our study finds partial support for the hypothesis that larger proportions of bank ownership are negatively associated with the adoption of the committee system, suggesting a gradual withdrawal by banks from the traditional monitoring of firms. This paper adds to the longstanding debate on the convergence on or persistent divergence from the Anglo‐American corporate governance system. The study thus provides insights into corporate governance changes in non‐Anglo/American countries that face a struggle between global capital market forces for change and deep‐seated institutional practices of continuity.     

公司治理披露的信息含量——基于股权结构和董事会特徵的实证研究

我国上市公司财务报告公告日中披露的公司治理信息是否具有信息含量？这是一个需要证实的问题。本文运用累计超额收益和多元回归分析模型，从股权结构、董事会特徵与累计超额收益关系方面封沪、深股市1999—2002年中的208家上市公司进行了实证分析。初步得出结论：研究样本与控制样本累计超额收益在公告日有显着差异，表明公司治理披露具有信息含量。但在股权结构、董事会特徵对累计超额收益影响方面．发现股权结构比董事会特徵更具有信息含量。从年度检验结果来看，1999—2001年公司治理披露的信息含量不显着，但2002年明显提高。此外，在2002年特别引入独立董事变量。但没有通过统计检验．且与我们的假设相反．进一步说明独立苦事在公司治理中遏没有起到其应有的柞用．     

Toward sustainable corporate behavior: The effect of the critical mass of female directors on environmental,social, and governance disclosure

Boards of directors have recently become more attentive to their stakeholders' concerns, providing more transparent information and adopting more sustainable business strategies. This study investigates the influence of a critical mass of women on boards on the environmental, social, and governance (ESG) disclosure score and its three components separately. Using a sample of the FTSE-MIB listed companies in the 2005–2017 period, we show that reaching a critical mass of female board members—going from one or two women to at least three—enhances the level of ESG disclosure. The results also show that the critical mass of female board members has a positive influence on every component of the ESG score, with the highest contribution of women reaching the governance score. These findings provide insights to shareholders and policymakers and suggest that a critical mass of female board members is particularly effective in improving transparency, and it can be seen as a mechanism to transit to stakeholder governance, fostering more sustainable behavior in firms.