我国中部地区上市公司治理结构与公司绩效的实证研究

公司治理与公司绩效之间的关系一直是公司治理研究中一个备受争议的课题,实证研究并未得出一致的结论。本文以我国中部地区上市公司为样本,选择董事会规模、独立董事比例、股权集中度等若干研究变量,对董事会结构与股权结构和公司绩效的关系进行实证分析。研究结果发现独立董事比例、机构投资者持股比例、高管人员持股比例和股权集中度与公司绩效存在正相关关系;董事会规模、国有股比例与公司绩效负相关。     

辽宁上市公司董事会报告透明度影响因素研究

以46家辽宁上市公司为样本,对影响董事会报告透明度因素的研究发现:股权集中度、管理层持股比例、董事会规模、独立董事比例与董事会报告透明度呈正相关关系;股权制衡度,董事长与总经理是否两职合一,审计意见类型与董事会报告透明度呈负相关关系。上市公司应该通过股票期权等方式提升管理人员的持股比例,激励他们积极治理公司,提高董事会报告信息披露的透明度;上市公司第二大股东应适度提高持股比例,防止一股独大现象;同时减少董事长与总经理两职合一,也会有助于提高董事会报告的透明度。     

我国民营上市公司资本结构影响因素的实证分析

以我国沪市交易所的民营上市公司为研究对象,以SPSS10.0为分析工具,运用多元逐步回归分析法,对我国民营上市公司的资本结构影响因素进行实证分析,结果表明:公司的资本结构与资产规模、净资产收益率、营业利润增长率、固定资产周转率正相关,与流动比率、每股净资产、总资产报酬率负相关。     

Gaijin invasion? A resource dependence perspective on foreign ownership and foreign directors

While boards around the globe are becoming more international, the reasons behind this internationalization are not fully understood. In this study, we suggest that foreign ownership increases the presence of foreign directors on boards. Based on resource dependence theory, we argue that the dependence on foreign owners makes foreign nationals an important resource for firms. Using data from large Japanese stock market firms and employing logistic regression analysis, we find empirical evidence that greater dependence on foreign, i.e. gaijin, owners is associated with a higher probability to have foreign directors on the board. We also demonstrate that the link between foreign ownership and foreign directors is positively moderated by a firm’s foreign market exposure. We conclude that firms consider foreign directors a viable response to the deviant expectations of foreign owners.     

Directors' ownership and the performance of small and medium sized firms in the U.K.

The primary purpose of this paper is to examine the relationship between firm performance and the proportion of shares owned by directors for a sample of small and medium sized companies in the U.K. The paper also examines, however, the impact of organisational form on firm performance. The results suggest that, in contrast to the majority of large firm studies on the subject, a curvilinear relationship is found to exist between firm performance and the percentage of equity held by the board of directors. The return on assets of firms is found to increase as director ownership increases up to a maximum at 68.2% of ownership, after which it then decreases as director ownership approaches 100% of equity. In addition, the results suggest that firms whose directors are more highly remunerated and who hold directorships in other companies are significantly more profitable. Furthermore, firms in which the owners perceive present management practices to be lacking in structure are found to have significantly lower performance.     

上市公司董事会特征与公司绩效实证研究

基于2011年2月末深沪A股上市公司数据,本文采用SPSS软件提取总资产收益率、净资产收益率、每股收益的绩效因子,对上市公司董事会特征与公司绩效的关系进行了实证研究。结果表明董事会两职合一有利于提高公司绩效,董事会的独立性与公司绩效呈显著正相关,内部董事比率与公司绩效呈倒U型关系,具有博士学位的董事与公司绩效呈显著正相关,女性董事对公司绩效的影响不显著,最优董事会规模未得到验证。     

Insiders' personal stock donations from the lens of stakeholder,stewardship and agency theories

This paper studies the relationship between personal stock donation by top executives and board of directors (insiders) of publicly traded corporations and their personal tax, shareholders' returns, and social responsibility. The study finds evidence that the timing of stock donations is driven by personal tax gain. The study further shows, comparing stock gift corporations relative to their non‐stock gift cohorts, that personal stock gifts are associated with lower short‐term and long‐term stock returns to shareholders. This implies that stock donation driven by insiders' personal gain adversely affects shareholder wealth. However, the likelihood and intensity of insiders to make personal stock donation is reduced when firms have strong corporate social responsibility (CSR). Agency theory explains insiders' opportunistic behavior, stakeholder theory is also supported by evidence that stock donation is negatively related to CSR, and stewardship theory offers a different view to explain the rationale behind insiders' stock donation and shareholders' reactions to stock gifts.     

股权分置改革对上市公司治理优化的影响研究

股权分置的制度缺陷导致了上市公司治理缺乏共同的利益基础,扭曲了资本市场发挥作用的机理。股权分置改革有利于上市公司逐步形成共同的治理基础。从股权分置改革对上市公司治理优化的影响关系框架可以看出,指出股权分置改革通过上市公司股东行为、董事会作用及经营者激励约束机制等内部治理因素和资本市场定价机制、控制权市场并购重组机制及监督约束机制等外部治理因素影响着上市公司整体治理的优化,从而使后股权分置时代促进上市公司治理优化。     

Stock Market’s Reaction to Disclosure of Environmental Violations: Evidence from China

The stock market’s reaction to information disclosure of environmental violation events (EVEs) is investigated multi-dimensionally for Chinese listed companies, including variables such as pollution types, information disclosure sources, information disclosure levels, modernization levels of the region where the company locates, ultimate ownership of the company, and ownership held by the largest shareholder. Using the method of event study, daily abnormal return (AR) and accumulative abnormal return (CAR) are calculated under different event window for examining the extent to which the stock market responds to the EVEs. Furthermore, statistical significance of the difference in stock market reaction is compared between event firms with different characteristics. The relationship between CAR and its impact factors is examined by multivariate analysis. The findings reveal that the average reduction in market value is estimated to be much lower than the estimated changes in market value for similar events in other countries, demonstrating that the negative environmental events of Chinese listed companies currently have weak impact on the stock market.     

我国上市公司资本结构现状及优化研究

目前,我国上市公司资本结构方面突出的问题就是偏好股权资本、严重依赖外源融资,对负债经营缺乏正确认识。其成因是股权融资成本较低,股票市场的非理性发展,债券市场发展缓慢等所导致的。为了实现公司价值最大化的目标,应积极构建上市公司最优资本结构,完善资本市场和上市公司治理结构,充分发挥财务杠杆效益,调整上市公司负债结构,提高上市公司盈利水平,从而实现公司价值最大化。     

我国上市公司资本结构现状及优化研究

目前。我国上市公司资本结构方面突出的问题就是偏好股权资本、严重依赖外源融资,对负债经营缺乏正确认识。其成因是股权融资成本较低,股票市场的非理性发展,债券市场发展缓慢等所导致的。为了实现公司价值最大化的目标,应积极构建上市公司最优资本结构,完善资本市场和上市公司治理结构,充分发挥财务杠杆效益,调整上市公司负债结构,提高上市公司盈利水平,从而实现公司价值最大化。     

Does Increased Equity Ownership Lead to More Strategically Involved Boards?

According to Jay Lorsch, boards will be increasingly expected to exercise more leadership, even strategic leadership, in the running of a firm. In order to align directors to the best interest of the firm, directors are increasingly required to purchase the equity of the companies on whose board they serve, and in the majority of cases, the minimum shareholding is 1000 shares. The rationale for this is that the directors will take the perspective of real owners of the company, partly based on a study by the National Association of Corporate Directors in 1995. Using behavioral economics, this paper makes some counterintuitive predictions about how involved boards are likely to react to an offer for a hostile takeover. By studying their reactions, the paper inductively analyzes the use of equity ownership as an incentive mechanism.     

Compensating Outside Directors with Stock: The Impact on Non-Primary Stakeholders

Two obvious trends in corporate governance include broadening board accountability beyond shareholders’ interests and paying outside directors with equity compensation (stock and stock options). By integrating common agency and instrumental stakeholder theories, we examine the effect of stock compensation on secondary stakeholders and a firm’s participation in social issues, two areas where interests are less aligned with shareholder value. Consistent with our predictions, we found that while stock compensation may be an effective way to align directors’ goals to those of shareholders, it has adverse effects on important non-shareholder constituencies in the company’s operating environment.     

Ultimate parent's board reform and controlling shareholder entrenchment: Evidence from a quasi-natural experiment in China

This paper examines whether the strengthening of board monitoring at the level of the ultimate parent company reduces their expropriation from the listed subsidiaries. Using a quasi-natural experiment in China, we find that a high presence of outside directors on the ultimate parent company significantly reduce the parent company's tunneling from listed subsidiaries. Furthermore, the ultimate parent's board monitoring in reducing the tunneling is more salient when the ultimate parent company has strong management control in listed subsidiaries and complicated pyramid ownership structure in the listed subsidiaries.     

Does Increased Equity Ownership Lead to More Strategically Involved Boards?

According to Jay Lorsch, boards will be increasingly expected to exercise more leadership, even strategic leadership, in the running of a firm. In order to align directors to the best interest of the firm, directors are increasingly required to purchase the equity of the companies on whose board they serve, and in the majority of cases, the minimum shareholding is 1000 shares. The rationale for this is that the directors will take the perspective of real owners of the company, partly based on a study by the National Association of Corporate Directors in 1995. Using behavioral economics, this paper makes some counterintuitive predictions about how involved boards are likely to react to an offer for a hostile takeover. By studying their reactions, the paper inductively analyzes the use of equity ownership as an incentive mechanism.     

Board composition,family ownership,institutional distance and the foreign equity ownership strategies of Turkish MNEs

In much of the developing world, families represent the dominant form of firm ownership. This study investigates how this influences equity ownership strategies when firms venture abroad. Drawing on agency theory and institutional theory, we investigate the direct effect of board composition and family ownership on the equity-based ownership strategies of multinational enterprises (MNEs) in their affiliates, and how institutional distance may moderate this. Examining foreign affiliates of listed Turkish MNEs, we find that a high ratio of independent directors is negatively linked to levels of equity ownership of MNE affiliates. We also find that a high ratio of inside directors on the board is positively associated with the equity stake of MNEs in their affiliates. The significant interaction effect between board composition, family ownership and institutional distance helps explain the unexpectedly weak effects of institutional distance.     

公司治理与企业业绩关系研究文献综述

在美国金融危机的冲击下,公司治理机制问题已成为目前国内外学术界共同面对的课题。总体上看,国际性的研究表明,当大股东的控制权高于他对现金流所拥有的权利时,公司的价值会减少,即大股东在取得控制权后,更多的是以牺牲公司利益的方式获得私人利益。我国学者研究发现,多元化股东、外部董事比例和高管激励是公司治理最重要的三个因素,是影响公司绩效最为显著的变量。但也有研究认为,我国上市公司的董事会行为是低效率的。从国内国外两个方面的文献综述可以看出,对公司治理与企业业绩的研究主要集中在公司的内部治理结构方面,由于研究的角度与变量选取的不同,其研究结果差异较大。但是,就其研究过程来讲,对于我国这样的新兴市场的建设与发展是具有重大影响意义的。     

新三板市场的股权价值评估

随着我国资本市场的发展,新三板市场已经成为我国多层次资本市场的重要部分,新三板市场主要是面向高成长性的科技型、创新型的非上市企业或者一些退市企业进行股份转让和定向融资的交易平台,对于规模小、融资难、风险高的中小科技型企业具有很重要的意义。由于新三板市场的本身特点决定其股权价值的不确定性,从而对其股权价值的评估就是对于投资者来说的一大难题,本文在讨论传统股权价值评估的基础上针对B-S模型进行论证是最适合新三板市场股权价值评估的方法。     

Regulatory Sanctions on Independent Directors and Their Consequences to the Director Labor Market: Evidence from China

We investigate the regulatory sanctions imposed on independent directors for their firms’ financial frauds in China. These regulatory sanctions are prima-facie evidence of significant lapses in business ethics. During the period 2003–2010, 302-person-time independent directors were penalized by the regulator (the China Securities Regulatory Commission—the CSRC), and the two stock exchanges. We find that the independent directors with accounting experiences are more likely to be penalized by the CSRC, though they do not suffer more severe penalties than do the other sanctioned independent directors. We also find that independent directors suffer less severe penalties than do the insider directors. These results are consistent with the hypothesis that the sanctions on independent directors are tied to their assumed ethical and legal responsibilities. Following a regulatory sanction, penalized independent directors experience a significant decline in the number of other board seats held. However, they can gain board seats in better quality firms. We find that interlocked firms that share penalized independent directors with the fraud firm do not suffer from a valuation decline. Overall, our results suggest that regulatory sanctions have not triggered further sanctions on the penalized directors in the labor market but they have, instead, created a disincentive for these directors to serve on the company boards of high-risk firms.     

Corporate ownership and control contestability in emerging markets: The case of Colombia

This study examines the structure of voting control and blockholders’ contestability for a sample of 233 non-financial listed firms in Colombia during 1996–2004. Corporate control is characterized by high ownership concentration and blockholder power, which implies low separation ratios between cash flow rights and voting rights. On average the separation ratios for the largest voting block is 0.95, while that for the fourth largest shareholder is 0.75. Corporate control is privately biased when there is direct monitoring of firm management by controlling owners. Regression results show that a more equal distribution of equity among large blockholders has a positive effect on firm value. Contestability matters most when firm shares are liquid and actively traded on the stock market. This finding is reinforced when the probability that the largest block can form a winning coalition decreases and performance variables, such as market to sales ratio and return on equity, are included in the estimating equations as substitutes for firm value. In addition, our estimations provide evidence that diversion of rents (tunneling) is limited by blockholders’ contestability.