The association between voluntary disclosure and corporate governance in the presence of severe agency conflicts

Agency conflicts between different types of investors are particularly severe in the presence of high family and block-holder ownership. By focusing on a setting characterised by high ownership concentration, we study the role of independent directors in promoting transparency through increased disclosure. In our tests, we use a sample of Spanish firms and, consistent with prior work, show that the presence of these directors is strongly associated with increased voluntary disclosure. Additionally, we find that when an executive director takes on Chair responsibilities the level of voluntary information is reduced, creating potential conflicts with the role of independent directors. Our results suggest that a strong legal framework holds firm-level clashes of interest in check. We conclude that this regulatory environment can create sufficient incentives to bring together the interests of minority and majority shareholders and guarantee an efficient monitoring role of independent directors. However, results suggest that other mechanisms should be reinforced in order to improve the role of governance control on agency relationships, particularly in the case of the concentration of Chair and executive responsibilities.     

论董事会的功能发挥

理论上，董事会是公司治理的核心，具有重要的作用，但现实中董事会并未发挥其功能。本主要分析我国董事会运行的现状，并提出了发挥董事会功能的措施。     

官员独董的多重功能与公司价值

本文以中组部2013年18号文件颁布为契机,分析了不同控股权性质的上市公司中,具有政府官员背景的独立董事(以下简称官员独董)及其辞职对上市公司股票价值的影响。本文以312家涉及独董辞职的公司为样本,发现与国有控股上市公司相比,聘请官员独董的民营控股上市公司(1)支付的现金股利水平更高;(2)官员独董辞职后股票价值下降的幅度更大。本文的研究结果表明,上市公司通过聘用官员独董获得政治资源,而官员独董同时也会要求上市公司积极响应政府发展资本市场的要求,间接地保护中小股东的利益。     

How do political connections cause SOEs and non‐SOEs to make different M&A decisions/performance? Evidence from China

This study examines the impact that political connections have on Mergers and Acquisitions (M&A) performance and the decisions of Chinese listed firms. We find that political connections destroy (create) value in SOEs (non‐SOEs). Our findings show that connected SOEs are more likely to acquire local targets, especially when the local unemployment rate is high and when the firms are controlled by the local government, and they are less likely to conduct vertical mergers. M&A decisions of connected non‐SOEs are less influenced by the government; instead, political connections in non‐SOEs help bidders to integrate vertically and obtain external financing support.     

论我国推行独立董事制度的必要性

在证券市场国际化的发展趋势中,推行独立董事制度成为不同法系国家改善公司治理结构的重要措施,作为一种“国际化标准”的点缀,独立董事制度有合理的存在空间,它对于通过境外资本市场融资的上市公司有着重要的意义。但应该看到,独立董事制度不是医治“公司治理结构”的“灵丹妙药”,因此,在完善我国公司治理结构的过程中,应当理性地对待这一“舶来品”,完善我国公司治理结构、维护中小股东权益,有赖于独立董事制度与其他法律制度的结合。     

Political connections,media monitoring and long-term loans

We analyze data on Chinese non-state-listed firms and find that it is easier for firms with political connections to obtain long-term loans with extended debt maturities than it is for firms without political connections. Our investigation indicates that this phenomenon is significantly less common with increased media monitoring. Houston et al.(2011) find strong evidence that the state ownership of media is associated with higher levels of bank corruption in China, but our study shows that, to a certain extent, media monitoring can curb corruption.     

From watchdog to watchman: Do independent directors monitor a CEO of their own age?

We examine the impact of age similarity between independent directors and the CEO on earnings management. Using changes in independent director composition due to same-aged director deaths and retirements for identification, we find that firms with the presence of independent directors who have the same age with the CEO are more likely to manage earnings. We further find that age similarity between these two parties increases earnings management through lowering the effectiveness of board monitoring. Additionally, this positive impact decreases as the age gap widens, but intensifies if independent directors share other characteristics with the CEO, if independent directors sit on audit or nomination committees, if firms with lower information asymmetry and if CEOs are older. Our results are robust to alternative proxies of earnings management.     

Political influence in hedge fund activism: Causal evidence from U.S. gubernatorial election

This study examines the causal impacts of political influence on hedge fund activism in an exogenous setting of U.S. gubernatorial election. Local incumbent politicians have incentives to protect local inefficient firms from being targeted by activists because activism could lead to divestment and local worker layoffs. And such incentives can become weaker in election years because political competition increases the incumbent politician’s accountability to broader groups of stakeholders. Consistent with this prediction, the likelihood of local firms being targeted by activists is shown to be significantly higher during election years. Moreover, the firm’s political connections mitigate the effects of election, suggesting that politicians still maintain protection to connected firms. Further cross-sectional tests show that the effects of election are stronger (1) for firms with lower labor intensity, severer problem of free cash flow and lower efficiency, and (2) when the political competition is fiercer. Additional tests reveal that hedge fund activism enhances the target firm’s operating performance and creates larger value for investors when it faces weaker political influence. To sum up, our findings suggest that political influence affects hedge fund activism and the activists strategically adjust the timing of initiating campaigns according to the changes of such influence.     

建立独立董事制度 完善公司治理结构

为了规范上市公司的法人治理结构,使董事会更公正地代表股东利益尤其是中小股东的利益,借鉴国际市场经验,笔者认为,在上市公司中引入独立董事制度是完善中国上市公司治理结构的重要步骤。     

金字塔股权结构、股权制衡与终极股东侵占

上市公司终极股东行为深受金字塔股权结构形态和内部权力配置及结构的影响。我国上市公司的经验数据表明上市公司终极股东侵占行为选择与金字塔股权结构形态特征正相关,与两权分离程度负相关。金字塔股权结构的内部制衡机制不仅直接影响股东侵占行为,并能够强化金字塔基本形态的影响作用。为保护中小股东的权益不受侵占,应完善公司治理结构,规范信息披露制度,并加强对上市公司大股东的监管。     

Cash holdings of politically connected firms

Politically connected firms benefit from soft-budget constraints and are unlikely to suffer from liquidity constraints. This argument suggests that politically connected firms should hold less cash than non-connected peers. Another view posits that these firms exhibit acute corporate governance problems. In this setting, politically connected firms are more likely to hold more cash than non-connected firms. Using a sample of 50,119 firm-year observations from 31 countries, we find that politically connected firms hold more cash than their non-connected peers. We put forth two explanations for this result. Firstly, politicians use politically connected firms as “cash cows” to advance their political agendas. Secondly, political connections are conducive to agency problems. In additional analyses, we find that the positive relationship between political connections and cash holdings is stronger when corporate governance is weak.     

Political connections,auditor choice and corporate accounting transparency: evidence from private sector firms in China

This article investigates the way in which political connections impact auditor choice. Using a political connection index constructed based on the bureaucratic ranks of executive managers and board members in Chinese private sector firms, we find that for firms with weak political connections, the likelihood of hiring high‐quality auditors increases with the degree of political connectedness, while it decreases with political connectedness for firms with strong political connections. This inverse U‐shaped relationship is particularly pronounced for firms with ownership structures that intensify agency problems. Finally, we find that political connections and accounting transparency also have an inverse U‐shaped relationship.     

The impact of board composition and family ownership on audit committee formation: Evidence from Hong Kong

This study investigates empirically the relationship between three major corporate governance attributes (family shareholding, non-executive directors and independent chairman) and the existence of audit committees across a sample of 397 publicly traded firms in Hong Kong. The results show that at a medium level of family shareholding (between 5% and 25%), the convergence-of-interest effect is dominant and the existence of audit committees decreases. At a high level of family shareholding (more than 25%), the entrenchment effect is dominant and as a result, the existence of audit committees increases. In addition, we show that the response of investors to audit committee existence is not dependent upon family shareholding when there is an independent chairman. The findings of our study also suggest that there is a positive association between the proportion of independent non-executive directors on the corporate board and audit committee existence. In addition, the results show that the positive association between independent non-executive directors is stronger for firms with an independent chairman. Implications of these findings for regulators are discussed.     

Political Connections and Related Party Transactions: Evidence from Indonesia

This paper examines whether politically connected firms use related party transactions as a tunneling mechanism in Indonesia. We further investigate whether the presence of tunneling compels managers to manage earnings to conceal such expropriation of resources. Our study is motivated by conflicting evidence in the extant literature about the role of political connections and related party transactions. Using data from Indonesia, we document that politically connected firms use related party loans to tunnel resources, and that this effect is more pronounced for firms with government connections. We further document that politically connected firms manage earnings to conceal their tunneling activities. By documenting the role of related party transactions as a specific channel through which connected firms expropriate resources, we enrich the political connection and related party transactions literature.     

经营者股权激励与企业价值——基于内生性视角的理论分析与经验证据

本文首次从内生性视角研究中国上市企业经营者股权激励的影响因素及与企业价值相关性的问题。遵循内生性的研究思路,选取高科技上市企业2001—2004年均衡的平行数据为研究样本,通过研究发现:各种企业可观测特征和不可观测因素对经营者股权激励水平有显著影响。在此基础上,以托宾Q值表示企业价值时,我们发现,对高科技企业来说,即使考虑到内生性影响,经营者股权激励与企业价值之间仍然存在强烈的区间效应,即经营者股权激励水平与企业价值之间存在倒U型关系。大力加强经营者股权激励的程度,将有助于高科技企业价值的提升。     

高校无形资产的来源、特征及管理研究

高校无形资产的含义有广义与狭义之分,其管理包括权属管理和价值管理两个方面。高校无形资产有其独有的来源和特征。目前无形资产管理是高校资产管理的一个薄弱环节,存在着诸多问题。在权属管理方面,应加大宣传力度,理顺管理体制,建立健全管理机制,规范无形资产使用、处置管理,加强产权管理,建立激励机制。在价值管理方面,应修订会计制度,补充完善核算规定,规范核算方法和报表披露办法,完善会计核算和评估体系。