激励强度、公司治理与企业业绩研究综述

从20世纪90年代起,围绕企业业绩、激励强度以及公司治理出现了大量的实证文献。这些研究往往分为三类,一类研究激励强度与企业业绩,体现为经理人的报酬与企业业绩的相关性;一类研究激励强度与公司治理,体现在较强公司治理情况下的管理者的较低租金;一类研究公司治理与企业业绩,体现在较好的公司治理体制下的优良绩效。本文通过围绕这三类文献的综合评述,研究这三者的内在联系与外在表现,探讨有关理论的发展路径与可能方向,以期对完善我国管理者激励约束机制有所启示。     

The Reverse LBO Decision and Firm Performance: Theory and Evidence

We investigate the transition from private to public ownership of companies that had previously been subject to leveraged buyouts (LBOs). We show that the information asymmetry problem firms face when they go to public markets for equity, as well as behavioral and debt overhang effects, will produce a pattern in which superior performance before an offering should be expected, with disappointing performance subsequently. We find empirical evidence of this phenomenon by studying 62 reverse LBOs that went public between 1983 and 1987. The market appears to anticipate this pattern.     

Zombie Board: Board Tenure and Firm Performance

We show that board tenure exhibits an inverted U‐shaped relation with firm value and accounting performance. The quality of corporate decisions, such as M&A, financial reporting quality, and CEO compensation, also has a quadratic relation with board tenure. Our results are consistent with the interpretation that directors’ on‐the‐job learning improves firm value up to a threshold, at which point entrenchment dominates and firm performance suffers. To address endogeneity concerns, we use a sample of firms in which an outside director suffered a sudden death, and find that sudden deaths that move board tenure away from (toward) the empirically observed optimum level in the cross‐section are associated with negative (positive) announcement returns. The quality of corporate decisions also follows an inverted U‐shaped pattern in a sample of firms affected by the death of a director.     

企业业绩组合业绩差异与季报披露的时间选择--管理层信息披露的组合动机与信息操作

本文主要考察企业业绩组合、业绩差异与季报披露的时间选择之间的关系以及季报披露时间的信息内涵。实证研究显示,上年年报和一季度季报均为“好消息”,一季度每股收益、净资产收益率和主营业务利润率高的上市公司季报披露时间间隔大;上年年报为“好消息”而一季度季报为“坏消息”,上年年报为“坏消息”而一季度季报为“好消息”,上年年报和一季度季报均为“坏消息”,一季度每股收益比上年度高的上市公司季报披露时间间隔小。这可能是由于一季度季报和上年年报均要求在4月30日之前披露的特殊性,上市公司管理层在信息披露的过程中可能存在组合动机与信息操作行为,一季度季报披露的时间选择可能关键取决于上年年报和一季度季报披露的“好消息”或“坏消息”带来的积极影响或消极影响的组合与权衡。     

Partial Privatization and Firm Performance

Most privatization programs begin with a period of partial privatization in which only non‐controlling shares of firms are sold on the stock market. Since management control is not transferred to private owners it is widely contended that partial privatization has little impact. This perspective ignores the role that the stock market can play in monitoring and rewarding managerial performance even when the government remains the controlling owner. Using data on Indian state‐owned enterprises we find that partial privatization has a positive impact on profitability, productivity, and investment.     

CEO薪酬与企业业绩互动效应的实证检验

本文利用逐步回归和路径分析方法 ,检验了我国上市公司CEO薪酬的激励制约机制和激励制约效果。结果发现 :(1)决定CEO薪酬增长的因素主要是营业利润率变动 ,决定CEO薪酬下降的因素则主要是总资产净利率变动 ,这表明在我国上市公司的CEO薪酬层面已体现了一定的激励制约机制 ;(2 )增加CEO薪酬对提高企业的规模和股东财富均有一定的促进作用 ,但降低CEO薪酬却不仅不能提高企业规模和股东财富 ,反而会对其产生一定的负面影响 ,这不仅说明CEO薪酬也具有“工资刚性”特征 ,而且说明我国上市公司的CEO薪酬也仅有单方面的激励效果 ,而没有预期的制约效果 ;(3)无论是增加或降低CEO薪酬 ,CEO均不存在盈余管理或利润操纵的机会主义行为 ,这表明CEO进行盈余管理或利润操纵的动机不应该是为了增加其公开性薪酬 ,而应该是居于除公开性薪酬以外的其他目的。     

Financial Opacity and Firm Performance: The Readability of REIT Annual Reports

We examine the capital market pricing implications of firm disclosure opacity as measured by the linguistic readability of REIT annual reports. The SEC has expressed concern that firms selectively manage the transparency of disclosures in order to hide adverse information. After controlling for other non-experimental factors that influence the readability of REIT financial statements, we find (1) financial opacity is negatively related to reported firm performance, and (2) the residual opacity that remains after controlling for other determinants of annual report readability has incremental explanatory power for returns beyond the Fama and French (1992, 1993) risk factors. The opacity risk-return premium persists after controlling for a (heretofore undocumented) stark monotonic decrease in annual report readability following the Sarbanes-Oxley Act of 2002.     

Decoupling CEO Wealth and Firm Performance: The Case of Acquiring CEOs

We explore how compensation policies following mergers affect a CEO's incentives to pursue a merger. We find that even in mergers where bidding shareholders are worse off, bidding CEOs are better off three quarters of the time. Following a merger, a CEO's pay and overall wealth become insensitive to negative stock performance, but a CEO's wealth rises in step with positive stock performance. Corporate governance matters; bidding firms with stronger boards retain the sensitivity of their CEOs' compensation to poor performance following the merger. In comparison, we find that CEOs are not rewarded for undertaking major capital expenditures.     

The Effect Of International Acquisitions on Firm Leverage

To determine whether corporate international diversification leads firms to increase their leverage, we perform an event study that compares the leverage of corporations before and after they acquire foreign subsidiaries. We find that on average leverage increases from the first to the third year following the acquisition. When we examine the relation between additional debt financing after foreign acquisitions and the characteristics of these acquisitions, we find that in addition to such major determinants as size and profitability, debt financing is explained by geographical and industrial diversification effects.     

Corporate Governance Ratings and Firm Performance

We examine the corporate governance ratings provided by three premier US rating agencies and find that summary scores are generally poor predictors of primary and secondary measures of future firm performance. However, some component sub-ratings that focus on the eight key dimensions of dynamic governance structures provide more positive and reliable evidence of their information content in predicting the multiple dimensions of firm performance. These results reflect the recent observations by academic researchers and money managers that it is extremely difficult to distill all of the complex governance mechanisms into a single integrated, yet informative overall score.     

Short Selling and Firm Operating Performance

While it is well known that short selling predicts future negative stock price performance, it has not been established whether short selling predicts future negative operating performance. We find that firms in the top decile of increases in short interest (an increase of about four percentage points) experience a 21% subsequent decline in operating performance relative to matched control firms. The greater the increase in short interest, the larger the decline in operating performance. The results are robust to alternative performance measures and to sample splits based on firm size. These results suggest that short interest may reflect private information about firm fundamentals rather than other factors that may drive stock price changes.     

财务独立董事的公司绩效研究

本文系统回顾了国外关于财务专家与公司绩效之间关系的研究成果,并以我国上市公司2004～2006年的经验数据为样本,在对财务独立董事分类评分的基础上,分析了不同类型的财务独立董事与公司绩效之间的关系。结果表明：会计专家型财务独立董事和金融型财务独立董事能够显著地促进公司绩效,而会计型财务独立董事和监管型财务独立董事与公司绩效并无相关性。     

The Level and Stability of Institutional Ownership and Firm Performance: Evidence from Taiwan

The purpose of this paper is to investigate the influence of shareholding stability of institutional investors on firm performance. We analyze 647 sample companies listed in the Taiwan Stock Exchange from 2005 to 2009 using the coefficient of variance of institutional holding proportion as the measure for ownership stability. The empirical results show that increasing stability of institutional holdings is related to better firm performance. The low-risk and younger firms with higher CEO incentive compensation, larger insider holdings, and higher growth usually have better performance. Furthermore, when the long-term institutional shareholdings, particularly of foreign institutions, are higher, the firm performance is better.     

经理人激励的业绩基础选择:理论分析与经验证据

本文通过整理综述相关研究文献和提出自己的认识来讨论经理人激励的业绩基础选择问题。经理人激励的业绩基础选择的基本原则是 ,哪种业绩基础在反映经理人行动方面更富含信息量 ,亦即其在反映经理人行动方面的敏感度和准确度更高 ,经理人激励合约就应赋予其更大的权重。但可能需要在业绩基础的敏感度和准确度之间进行一定的权衡。经理人激励的业绩基础选择还受其他公司治理等因素的影响。经理人激励业绩基础选择的基本原则已得到一定的经验证据支持。近 10年来 ,在美国 ,市场业绩基础似乎在经理人激励的业绩基础选择中胜出 ,但对相关经验证据需要小心予以解释 ,因这很可能是由于业绩基础质量之外的原因所致 ,并不一定说明会计业绩基础的质量低于市场业绩基础。     

Capital Structure and Corporate Control: The Effect of Antitakeover Statutes on Firm Leverage

We find that firms protected by second generation state antitakeover laws substantially reduce their use of debt, and that unprotected firms do the reverse. This result supports recent models in which the threat of hostile takeover motivates managers to take on debt they would otherwise avoid. An implication is that legal barriers to takeovers may increase corporate slack.     

The Firm Size Effect and the Economic Cycle

Small firms have, on average, lower return on assets and higher leverage than do large firms. Small firms tend to do well in good economic conditions but to perform poorly in the worst economic conditions. We investigate the hypothesis that the small firm effect is manifest in the expansion phase of the economic cycle but not in the contraction phase. The empirical results of our study confirm the hypothesis for 1976–95. We use the alpha, residual, and regression methods in testing the hypothesis.     

Corporate Financial Control Mechanisms and Firm Performance: The Case of Value-Based Management Systems

Abstract:  We examine the performance of 84 firms that adopt value-based management (VBM) systems during the period 1984-1997. The typical firm significantly improves matched-firm-adjusted residual income after adopting VBM. This improvement persists for the five post-adoption years studied. After controlling for possible sample bias, we find that large firms show less improvement than small firms. We find a negative relation between tying compensation to VBM and post-adoption performance. We also find that firms reduce capital expenditures following VBM adoption, but that the reductions in spending do not differ based on the firms' growth opportunities. Overall, the evidence suggests that VBM improves economic performance and the efficient use of capital.     

Taxes,Theft, and Firm Performance

This paper examines the interaction between income diversion and firm performance. Using unique Russian banking transaction data, I identify 42,483 spacemen, fly‐by‐night firms created specifically for income diversion. Next, I build a direct measure of income diversion for 45,429 companies and show that it is negatively related to firm performance. I identify the main reason for the observed effect as managerial diversion rather than tax evasion per se. I further show that stricter tax enforcement can improve firm performance: a one standard deviation increase in tax enforcement corresponds to an increase in the annual revenue growth rate of 2.6%.     

CEO Power and Firm Performance under Pressure

Are powerful chief executive officers (CEOs) more effective in responding to pressure from the economic environment? Concentrating decision‐making power may facilitate rapid decision making; however, the quality of decision making may be compromised, with severe consequences for the firm if a powerful CEO is less likely to receive independent advice or to have her decisions scrutinized. We empirically investigate the performance of firms with powerful CEOs when industry conditions deteriorate. We focus on industry downturns as these represent an exogenous shock to a firm's environment and on settings in which CEO power and access to quality information is likely more consequential: innovative firms, firms with relatively little related‐industry board expertise, firms operating in competitive industries, and firms operating in industries characterized by relatively greater managerial discretion. In each of these settings we find powerful CEOs perform significantly worse than other CEOs, suggesting contexts in which centralized decision making is potentially of greater concern.     

Transfer Pricing, Incentive Compensation and Tax Avoidance in a Multi-Division Firm

This article examines the relation between transfer pricing and production incentives using a model of a vertically integrated firm with divisions located in different tax jurisdictions. We show that if divisional profits are taxed at the same marginal rate, the transfer price should be set to minimize the compensation risk faced by the manager of the buying division. For the case where divisional profits are taxed at different marginal rates, we are able to characterize the trade-off between the tax savings from setting transfer prices to reduce profitability in the high tax jurisdication and the loss of effort attributable to the impact of tax avoidance on the incentive compensation system. Further, we show that if it is feasible to compensate the division managers using multiple performance measures, the transfer price should be used to minimize the firm's overall tax liability. Finally, we show that when authority to determine the transfer price must be delegated to one of the division managers, it is optimal to assign responsibility for setting the transfer price to the manager of the division with the most production uncertainty.