中国股份制企业监督机制研究

中国股份制企业由于缺乏有效地监督,使其权益遭受巨大侵害,揭示股本权益的演绎和博弈规律,并结合中国企业的实际情况,构建中国股份制企业的监督机制,对我国加强企业监督,保护企业相关者权益具有重要的现实意义。     

Corporate Governance and Business Ethics

"It is this distancing of personal relationships, combined with their replacement by written contractual terms and conditions, which make the discussion of ethics within a corporate institutionalised context highly limited and problematic.' The challenge is to find means of personalising modern corporations so as to encourage ethical behaviour. Atul K. Shah PhD (Econ) ACA gained his doctorate from the London School of Economics and is Lecturer in the Department of Accounting and Financial Management, at the University of Essex, Wivenhoe Park, Colchester CO4 3SQ; e-mail ashah@essex.ac.uk . This article was conceived while he was Visiting Assistant Professor at the College of Business, University of Maryland, USA. The author wishes to thank Dan Ostas, Lee Preston and Stephen Loeb for helpful comments on earlier drafts.     

Transnational Pharmaceutical Corporations and Neo-Liberal Business Ethics in India

The author critiques the expedient application of market valuation principles by the transnational corporations and other large firms in the Indian pharmaceutical industry on a number of issues like patents, pricing, irrational drugs, clinical trials, etc. He contends that ethics in business is chiseled and etched within the confines of particular social structures of accumulation. An ascendant neo-liberal social structure of accumulation has basically shaped these firms' sharp opposition to the Indian Patents Act, 1970, government administered pricing, etc. The author contends that the practice of neo-liberal economics is strongly associated with a "one dimensional" ethics that privileges market valuation principles over all others. This seems to inevitably generate a social counter-movement that struggles for social protections. He critiques neo-liberal business practices from a perspective that derives from the work of the economic anthropologist Karl Polanyi. Before the present phase of liberalization in India, markets were "managed", but without a "welfare state" in place. Moving toward deregulation of the markets without a welfare state in place is unethical. Keeping the debilities of the institutional framework of public policy in mind, the author adopts a Polanyian perspective that places its trust and hope in the growing social legitimacy of the counter-movement in opposition to both neo-liberal business practices and the degenerate behavior of state agencies.     

Corporate Governance, Ethics, and the Backdating of Stock Options

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders’ interests? To examine these issues, we first discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e.g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become “part of the problem,” and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values.     

Corporate Governance,Ethics, and the Backdating of Stock Options

Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders’ interests? To examine these issues, we first discuss the role values and norms can play with respect to underlying corporate governance and the proper role of directors, such as transparency, accountability, integrity (which is reflected in proper mechanisms of checks and balances), and public responsibility. Second, we discuss various stakeholder approaches (e.g., government, directors, managers, and shareholders) by which conflicts of interest (i.e., the agency problem) can be addressed. Third, we assess the practice of backdating stock options, as an illustration of the agency problem, in terms of whether the practice is legally acceptable or ethically justifiable. Fourth, we proceed to an analysis of good corporate governance practice involving backdating options based on a series of ethical standards including: (1) trustworthiness; (2) utilitarianism; (3) justice; and (4) Kantianism. We conclude that while executive compensation schemes (e.g., stock options) were originally intended to help remedy the agency problem by tying together the interests of the executives and shareholders, these schemes may have actually become “part of the problem,” and that the solution ultimately depends upon whether directors and executives accept that all of their actions must be based on a set of core ethical values.     

Corporate Governance and Codes of Ethics

As a result of recent corporate scandals, several rules have focused on the role played by Boards of Directors on the planning and monitoring of corporate codes of ethics. In theory, outside directors are in a better position than insiders to protect and further the interests of all stakeholders because of their experience and their sense of moral and legal obligations. Female directors also tend to be more sensitive to ethics according to several past studies which explain this affirmation by early gender socialization, the fact that women are thought to place a greater emphasis on harmonious relations and the fact that men and women use different ethical frameworks in their judgments. The goal of this paper is to determine the influence of these characteristics of the Board in terms of promoting and hindering the creation of a code of ethics. Our findings show that a greater number of female directors does not necessarily lead to more ethical companies. Moreover, within Europe as a continent, board ownership leads to an entrenchment of upper-level management, generating a divergence between the ethical interests of owners and managers. In light of this situation, the presence of independent directors is necessary to reduce such conflicts.     

论我国公司治理的综合模式

近年来 ,世界各国公司治理的演化出现了相互融合的趋势。而在我国 ,由于产权制度、公司内部机关、市场机制存在诸多问题 ,公司治理往往流于形式。因此 ,必须在逐步完善各项基础性条件的同时 ,构建适合我国公司实际情况的综合治理模式     

Governance in the Participative Organisation: Freedom, Creativity and Ethics

Organizations in changing environments need to become flexible, responsive and participative. We develop an understanding of governance in these organizations by drawing analogies between organization theory and theories of non-linear dynamics. We identify freedom and creativity as driving principles in 'chaotic' participative organizations, and explore the ethics of their exercise within organizational communities of practice, communities of discernment and communities of commitment.     

跨国公司知识产权滥用行为界定与治理探析

在华跨国公司不仅对"知识产权滥用"的界定存在分歧,而且对于"知识产权滥用"的使用似乎也有泛滥之势。本文遵循私益与公益相对平衡的原则,通过梳理、解读在华跨国公司知识产权滥用的典型行为,借用反不正当竞争法及反垄断法等,对在华跨国公司知识产权滥用行为的治理提出建议。     

Monitoring Costs,Managerial Ethics and Corporate Governance: A Modeling Approach

This article evaluates effectiveness and costs of external regulation, in particular the Sarbanes–Oxley Act of 2002 (SOX) in restricting managerial malfeasance and safeguarding shareholder interests. It discusses the role of managerial ethics as an alternative corporate governance mechanism to protect shareholder value. This article builds a mathematical model to illustrate shareholders’ choices of best corporate governance mechanisms, taking into account the influence of managerial ethics, effectiveness and costs of monitoring. We suggest that the best corporate governance design and the optimal monitoring expenses are influenced by managerial types, monitoring efficiency, and effectiveness of ethics education. We conclude that stringent regulation and monitoring may not always enhance shareholder value. When managerial ethics could be improved by ethics education or social norms, ethics education may be a better alternative than stringent regulation.     

The Limits of Strategic Rationality: Ethics, Enterprise Risk Management, and Governance

This article explores the links between strategic goals, enterprise risk management, and ethics. We offer a typology of managerial attitudes toward strategic goals and rationality and explore the interaction between strategic and ethical decision making. In so doing, we offer a practical framework for managers to approach ethical dilemmas in the highly complex, volatile, and risky economy that we currently find ourselves in.     

Corporate Governance and Ethics: A Feminist Perspective

The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from the current normative orthodoxy.     

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.     

A Five-Year Review, Update, and Assessment of Ethics and Governance in Strategic Management Journal

Although business ethics has a long history as a core theme within the realm of strategic management it has not received considerable attention in top strategy journals until recently. In this paper, we assess the state of business ethics research published over a 5-year period (2006–2010) in Strategic Management Journal to ascertain whether there has been an increase in business ethics research published in the top strategy outlet. The results of our content analysis reveal that ethics research in SMJ is indeed on the rise yet this research stream is still underrepresented with only 5.8 % of all articles published over the five-year period having an ethics theme. Moreover, the link between Corporate Social Performance and Financial Performance was identified as the top theme during the review period.     

Ethics, Governance and Risk Management: Lessons From Mirror Group Newspapers and Barings Bank

While corporate failures, such as Enron and WorldCom, have focused attention on issues of business ethics, corporate governance and risk management, there is nothing intrinsically new in the reasons behind their collapse. Neither is there anything fresh in the media's rush to identify a scapegoat. An examination of the financial collapse of Mirror Group Newspapers and Barings Bank, demonstrates failures within both these companies' corporate cultures and management systems, which allowed, if not encouraged, unethical behaviour by key individuals. It is argued that a combination of legislation, regulation, effective risk management and appropriate sanctions are needed, if such unethical behaviour, and resulting corporate failure, is to be prevented in future.     

A Two-Component Compliance and Ethics Program Model: An Empirical Application to Chilean Corporations

The rise of ethical scandals in the business world urged corporations to allocate time and resources to emphasize the ethical behavior of their managers and employees. The Model of Ethical Behavior in this article has three main assumptions: (1) the institutionalization of a Compliance and Ethics Program Model is done in terms of just two components: one Explicit and the other Implicit, (2) both components have a significant and direct influence over the ethical behavior of employees, which is represented in the model by two variables: Value Consistency and Presence of Ethical Conflicts, and (3) proper ethical behavior is perceived by employees to have a positive impact over the economic results of the firm. Reliable scales are developed to measure all these variables from the data collected by the “Barómetro de Valores y Ética Empresarial^©,” a survey applied in 2009 to 12,321 employees from 54 Chilean corporations. The empirical analysis showed that there are three very distinctive components in the Presence of Ethical Conflicts variable: (1) what the company does that affects the employee, (2) what the company does that affects other people, and (3) what the employee does that affects the company. Finally, the Explicit and Implicit components of a Compliance and Ethics Program are shown to have a significant and positive impact over: (1) Value Consistency in employees’ behavior; (2) the Presence of Ethical Conflicts in organizations; and (3) the perceived importance of ethics as a key factor to improve economic performance.     

Corporations and the Ethics of Social Responsibility: An Emerging Regime of Expansion and Compliance

Corporate ethics has undergone significant change in response to environmental issues, and is beginning to evolve further in response to emerging notions of social responsibility, defined in terms of human rights issues. Three dimensions of ethical behaviour – national, international and theoretical – are defined and illustrated through three case studies. The increasingly complex interaction between two of the dimensions, national and international in a global context, poses a significant challenge to corporations attempting to develop and extend best practices. Essentially, that challenge is not only one of corporate compliance, either voluntary or enforced by a system of regulatory and legal measures, but also a question of responsibility for damage or abuse. Three cases are presented which illustrate the complexity of the interactions. The Simon Jones case emphasises the dangers of casual work in multinational labour transactions, and the shortcomings of national remedies even in an advanced economy such as the UK. The second case, Tommy Hilfiger et al ., raises a complex set of questions regarding national and international responsibility for compensation in developing economies. The third case, the Royal/Dutch Shell Group, serves as a model of voluntary corporate reform designed to bridge the gap between principles and practice both nationally and internationally.