股权结构异质性与治理效率：前沿理论与实证研究评述

股权结构是公司治理制度安排对外部环境不确定性的一个动态反应过程,其异质性特征影响企业的治理行为,产生收益与成本。在经济转型背景下,基于股权结构的公司治理效应研究非常普及,通过影响和塑造公司治理行为选择而影响整个经济系统。本文以股权结构异质性为主线,对股权结构类型、非控制性大股东、股东合谋和终极股权四个维度,结合中国情境下的股权结构异质性的应用研究进行文献梳理与述评,以期为我国公司治理制度下发挥股权结构的治理效应提供借鉴与启示。     

中国民营上市公司信息披露与公司治理

信息披露制度是公司治理重要的外部监督机制之一,信息披露质量直接关系到公司治理的成败.当前,我国民营上市公司信息披露违规情况较为严重,信息披露透明度较低,违规比例较高,从而降低了公司治理效率,影响了公司绩效.因此,完善我国民营上市公司的信息披露制度是提高公司治理效率的重要保障.     

The Empirical Study on Interaction between Corporate Ownership and Board Structure

Corporate ownership, board structure and leadership structure are important internal governance mechanisms. They have effect on firm performance, and also are affected by many internal factors of the firm. In this paper, by means of theory and empirical analysis, we discuss the relation between ownership and board structure and the determinants of them, find some significant results such as management ownership which is affected by firm performance, as well as relates to outside director ownership. These findings tell us that there exist some substitutions and complement relations in govemance mechanisms, which is important to the research on manner that corporate governance works.     

Ownership structure and corporate governance in Chinese stock companies

This study investigates whether ownership structure significantly affects the performance of publicly listed companies in China within the framework of corporate governance. A typical listed stock company in China has a mixed ownership structure with three predominant groups of shareholders—the state, legal persons (institutions), and individuals—each holding approximately 30% of the stock. Ownership is heavily concentrated. The five largest shareholders accounted for 58% of the outstanding shares in 1995, compared with 57.8% in the Czech Republic, 79% in Germany, and 33% in Japan. Empirical analysis shows that the mix and concentration of stock ownership do indeed significantly affect a company's performance. First, there is a positive and significant correlation between ownership concentration and profitability. Second, the firm's profitability is positively correlated with the fraction of legal person shares, but it is either negatively correlated or uncorrelated with the fractions of state shares and tradable A-shares held mostly by individuals. Third, labor productivity tends to decline as the proportion of state shares increases. These results suggest the importance of large institutional shareholders in corporate governance, the inefficiency of state ownership, and potential problems in an overly dispersed ownership structure.     

Research on Relationship of Corporate Governance and Bond Rating

The relationship between the corporate governance mechanisms and the bond rating has not been fully studied yet. Based on the corporate governance index of Investor Responsibility Research Center, this paper finds that stronger management fights and weaker shareholder fights, as measured by corporate governance index, are associated with less favorable bond ratings, after controlling for other determinants or factors that will affect bond ratings.     

A comparison of shareholder identity and governance mechanisms in the monitoring of CEOs of listed companies in China

This paper compares the relative effectiveness of two measures by which the Chinese government attempted to improve the monitoring of listed companies: shifting the ownership of state shares from government agencies (GAs) to the corporate form of state-owned enterprises (SOEs), and strengthening corporate governance through statutory regulations and guidelines. The results show that SOEs are better able than GAs to monitor top executives, as indicated by a higher sensitivity of top executive turnover to firm performance. However, corporate governance mechanisms have no significant impact on the sensitivity of top executive turnover to firm performance. This study suggests that incentives for controlling shareholders are more important than governance mechanisms in replacing executives due to poor performance in a transitional economy such as China's, where institutions that support governance mechanisms are still being developed.     

Credit spreads on corporate bonds and the macroeconomy in Japan

Using secondary market data on corporate bonds issued in Japan between 1997 and 2005, this paper explores the determinants of the credit spread of corporate bond rates over interest swap rates. We find that the credit spreads properly reflect financial factors at the firm level, including debt-to-equity ratios, volatility, and maturity, particularly for longer-term bonds. In addition, an economy-wide factor common among bond issues unable to be captured by firm-level factors, plays an important role in determining credit spreads, and these economy-wide effects to a great extent cancel out firm-level factors for some subsample periods. We also identify possible factors responsible for the significant economy-wide effects.     

Stock repurchases in Japan: A solution to excessive corporate saving?

Since the 1990 s profitable Japanese companies have faced lower domestic growth opportunities; they have invested less, yet most have not increased their payout. This has resulted in a substantial deleveraging of their balance sheets. The popular term for this phenomenon is “corporate saving.” Corporate saving by Japanese companies is now at the highest level in history. Dividends and stock repurchases are two potential ways to resolve excessive corporate saving. Stock repurchases in particular offer a fast, flexible and very public method to solve the problem of excessive corporate savings. This research is an investigation of stock repurchases by Japanese companies from 2000 to 2009. Companies repurchase their stock to return excess cash to investors, resolve governance issues, adjust capital structure and send signals. This paper uses accounting and stock market information to explain this behavior. Contrary to recent research on American firms, we find that replacement of dividends does not appear to explain stock repurchase behavior in Japan. We find evidence that repurchase behavior in Japan is linked to excessive corporate savings. However, repurchases are also closely linked to the ownership structure of the firm. Firms whose dominant owners are other members of the firm's industrial group are less likely to repurchase. Bank ownership has mixed implications for repurchases. Firms having foreign and individual ownership are more likely to repurchase stock. Foreign and individual ownership appears to improve governance and thus may be a partial solution to excessive corporate savings.     

均衡股权结构与松散的董事会治理机制研究——以厦门金龙股权纷争为例

国有股的股权比较集中,一股独大的股权结构成了严重治理问题的诟病,那么均衡的股权结构能够改善公司治理状况吗?在人们认为均衡股权结构可以改善公司治理状况时,厦门金龙的股权纷争案例却给出了相反的佐证。本文从对金龙股权纷争的案例来分析均衡股权机构治理存在的问题,结合公司治理理论对我国民营股权结构治理模式进行分析,以得到一些启示和思考,为我国的股权结构治理提供新的观点和思想。     

公共养老基金治理中的特殊问题

公共养老基金也存在类似公司领域的控制权与所有权的分问题,需要通过科学的治理结构来提高管理效率,保障利益相关者的利最大化。但公共养老基金治理中存在一系列特殊问题,如委托代理系的复杂性,委托代理风险的特殊表现,以及外部治理机制的实效等,于这些原因,公共养老基金更应强化治理主体的建构及内部控制机制运用。本文也基于这些分析对我国的全国社保基金理事会的治理结构行了审视。     

The effects of corporate governance and ownership on the innovation performance of Chinese SMEs

We investigate the degree to which corporate governance and ownership affect the innovation performance of firms in China with a particular focus on privately owned small and medium enterprises. Using the appropriate theoretical frameworks, we derive hypotheses regarding the impact of ownership concentration, board size and composition, and the background of the CEO on innovative activity. These hypotheses are tested using a unique sample of 370 mostly private and relatively small Chinese firms in Zhejiang province, for the period 2004–2006. Using two measures of innovation, invention patents and new product sales, and a variety of estimation methods appropriate to each measure, we find limited evidence that corporate governance affects innovation performance, but the results do depend on the measure of innovation. In general, the results suggest that for this sample, corporate governance and ownership affect innovation activity more strongly when innovation is measured by patenting activity, rather than new product sales. We conclude with a discussion about why this might be.     

建立法人股东为主导的股权治理模式

股权结构是公司治理结构的基础,其设置状况是否合理对公司治理结构的效率有着决定性的影响.文章针对当前上市公司股权治理的弊端,设计出一种股权持有者多元化、股权集中程度分散化的股权结构,并提出我国上市公司应建立以法人股东为主导的治理模式.     

Corporate Governance and Corporate Bond Liquidity

Using a unique dataset of corporate bond trading information and corporate governance evaluation scores, this study examines the determinants of corporate bond market liquidity in Korea. In particular, this study explores whether corporate governance performance of a company influences liquidity of bonds issued by the company. The paper reports three important findings. First, the issue size and age of bond are important determinants of bond liquidity. Second, liquidity of corporate bonds is influenced by changes in macroeconomic conditions. Third, and most importantly, better corporate governance increases liquidity of corporate bonds. This result suggests that corporate governance is an important determinant of bond liquidity, as it lowers transaction costs by improving transparency and reducing asymmetry of information. This paper contributes to the literature by providing new evidence that corporate governance performance is an important determinant of liquidity in corporate bond markets.     

Financial performance and corporate governance in microfinance: Evidence from Asia

Good corporate governance is considered a building block of success for microfinance institutions (MFIs) as it is presumed to help them in achieving their social and financial goals. This paper analyzes the corporate governance and financial performance relationship for MFIs in Asia. We make use of a panel dataset involving 173 MFIs in 18 Asian countries for the period 2007–2011. We construct a corporate governance index based on seven measures pertaining to board size and composition, CEO characteristics, and ownership type. We then estimate the two-way relationship between this index and each of five different financial performance indicators. To address the likely simultaneity between corporate governance and financial performance, we adopt a two-stage least squares estimation approach with instrumental variables. Our results confirm the endogenous nature of corporate governance and financial performance. We conclude that profitability and sustainability of MFIs improve with good governance practices and conversely that more profitable and sustainable MFIs have better governance systems.     

从公司治理谈企业内部控制环境建设

本文从内部控制整体框架结构出发,分析内部控制、控制环境与公司治理三者之间的层次关系。本文认为控制环境是内部控制的基础,公司治理又是控制环境的核心,因此健全的内部控制需要建立良好的控制环境。通过对我国上市公司控制环境现状的分析我们找出我国上市公司控制环境存在着股权结构不合理,产权不明晰和内部治理机制形式化的问题。并针对这些问题提出对控制环境建设的意见。     

治理结构与企业环境责任的相关性分析

基于公司治理结构的角度,对2004-2005年评选的32家"环境友好型企业"中的8家上市公司2010-2012年的环境责任指数与治理结构中的关键影响因素建立多元一次回归模型进行相关性分析,研究结果表明董事会规模、股权集中度、管理层持股比例的提高有助于提高企业环境责任的履行程度,监事会规模的扩大反而不利于企业履行环境责任,其他的因素与企业环境责任指数不相关。最后,就如何从治理结构方面上强化企业履行环境责任给出了几点针对性的建议。     

寿险公司股权结构的国际比较及其启示

自2009年我国寿险公司开始新一轮增资扩股,其股权结构出现了新的特点,从而为寿险公司带来许多新问题和新风险。美国、英国、日本和台湾的寿险公司因其所处的经济、政治环境以及文化习俗的不同使得它们寿险公司的股权结构状况各有不同的特点。借鉴这些发达国家和地区寿险公司股权结构的经验,对我国寿险公司形成合理的股权结构,改善公司治理结构,稳定和提高公司的经营效率,加快其上市融资的步伐将会产生很大的促进作用。     

上市公司股权集中度与多元化关系的实证研究

多元化战略是企业广为采用和备受非议的战略,股权集中度与企业多元化的关系研究是近年来公司治理领域研究的重点和热点问题之一。本文以筛选出符合要求的531家中国上市公司样本为研究对象。对股权集中度与企业多元化变量的实证分析。结果表明:股权集中度,包括第一大股东持股比例与企业多元化呈显著U型曲线关系。     

Ownership structure and firm performance: Evidence from the Chinese corporate reform

We employ a new classification of ownership identity to analyze the impact of ownership structure on enterprise performance in China. Using both fixed effects model and Generalized Methods of Moments (GMM), this study finds that marketized state-owned enterprises outperform firms controlled by the government, indicating that partial privatization of state-owned Chinese firms improves corporate governance. Non-controlling large shareholders of marketized state-owned enterprises and private enterprises are found to play active roles in corporate governance. Lastly, there is evidence that ownership concentration of a controlling shareholder decreases the incentives to expropriate minority shareholders.     

Corporate governance in Japan: past performance and future prospects

Much has been written about the Japanese 'model' of corporategovernance. Indeed, Japanese-style corporate governance hasbeen described as an efficient alternative to corporate governancemechanisms available in the West, and as a model for developingeconomies. As opposed to American-style corporate governance,in which hostile takeovers and managerial incentive schemesplay a major role, Japanese firms have traditionally reliedon monitoring by large shareholders and banks. This articledescribes the evolution of corporate governance in Japan sincethe Second World War, and surveys the empirical evidence onits performance. Although there is substantial evidence on theeffectiveness of the Japanese system, there is also evidenceon its significant shortcomings. The article also evaluatesthe effects of the current macroeconomic and banking criseson corporate governance in Japan, and suggests possible directionsfor future changes, which are likely to make Japan more similarto the USA in this respect.