多重视角下公司治理水平对企业绩效的影响分析——来自房地产上市公司的证据

以2000—2012年房地产上市公司为样本,从微观视角分析股权结构、董事会治理、高管激励对企业绩效的影响,发现房地产上市公司治理对企业绩效的影响整体上显著;采用因子分析法构造公司治理综合排名指标G1和企业绩效综合排名指标JX,从宏观视角审视公司治理与企业绩效之间的关系,发现房地产上市公司治理综合排名提高会导致企业绩效显著上升。     

Corporate Governance Berichterstattung als Instrument wertorientierter Unternehmensführung: Empirische Erkenntnisse für den deutschen Kapitalmarkt

This paper tests a simultaneous equation system on the relationship between corporate governance disclosure and firm performance for 113 German listed firms underlying the highest standards of transparency & disclosure of the Frankfurt Stock Exchange and receiving strongest analyst coverage. Capturing both mechanisms endogeneity and reverse causation, we provide evidence that there is a significantly positive relationship between voluntary corporate governance disclosure and market-to-book value and total shareholder return. Against theoretical assumptions, we couldn’t find evidence for reverse causation between firm performance and corporate governance disclosure. Surprisingly, we could not longer find evidence on a positive impact of declared compliance with the German Code of Corporate Governance on firm performance.     

Corporate Governance in China: A Meta‐Analysis

How has the impact of ‘good corporate governance’ principles on firm performance changed over time in China? Amassing a database of 84 studies, 684 effect sizes, and 547,622 firm observations, we explore this important question by conducting a meta‐analysis on the corporate governance literature on China. The weight of evidence demonstrates that two major ‘good corporate governance’ principles advocating board independence and managerial incentives are indeed associated with better firm performance. However, we cannot find strong support for the criticisms against CEO duality. In addition, we go beyond a static perspective (such as certain governance mechanisms are effective or ineffective) by investigating the temporal hypotheses. We reveal that over time, with the improvement in the quality of market institutions and development of financial markets, the monitoring mechanisms of the board and state ownership become more strongly related to firm performance, whereas the incentive mechanisms lose their significance. Overall, our findings advance a dynamic institution‐based view by substantiating the case that institutional transitions matter for the relationship between governance mechanisms and firm performance in the second largest economy in the world.     

Corporate Governance and the Environment: What Type of Governance Creates Greener Companies?

We build on a stakeholder–agency theoretical perspective to explore the impact of particular corporate governance mechanisms on firm environmental performance. Our empirical evidence shows that several important corporate governance mechanisms such as the board of directors, managerial incentives, the market for corporate control, and the legal and regulatory system determine firms' environmental performance levels. These results suggest that these different governance mechanisms resolve, to some extent, the existing divergence of interests between stakeholders and managers with respect to environmental activities.     

ESG表现与企业金融化——内外监管双“管”齐下的调节效应

以2011—2018年A股非金融、非房地产上市公司为样本,探讨环境、社会责任及公司治理（ESG）表现对企业金融化的影响效应。研究表明：ESG表现抑制了企业金融化,而企业内部监管会放大ESG表现对企业金融化的负向效应,外部金融监管则弱化了两者之间的负向关系。抑制效应、放大效应和弱化效应在环境、社会责任方面体现较为明显,而在公司治理方面不明显。进一步研究发现,ESG表现以及环境、社会责任能通过融资约束抑制企业金融化行为,融资约束在公司治理对企业金融化的影响中不具有中介作用;异质性分析发现ESG表现以及环境、社会责任对企业金融化的抑制效应在国有企业、研发能力较强企业中较为显著,而公司治理在非国有企业和研发能力较强的企业中表现出正向的金融化效应。研究结果丰富了ESG表现影响企业金融化的理论机制,为完善上市公司监管制度体系、夯实实体经济发展根基提供了依据。     

Tax aggressiveness and idiosyncratic volatility

This study finds that aggressive tax strategies adopted by a firm affect idiosyncratic stock return volatility. Aggressive tax strategies, which I measure as tax paid by a firm divided by pretax income (adjusted for special items), are associated with higher levels of idiosyncratic stock volatility. Uncertainty associated with tax strategies may result due to several factors, such as penalties, fines, and additional tax payments if particular tax strategies are disallowed by taxation authorities, or if there are changes in tax rules. Such uncertainty affects the future cash flows of a firm and is reflected in more volatile stock returns. Financial constraints, corporate governance mechanisms, and information environments surrounding a firm influence the relation between idiosyncratic volatility and effective tax rates.     

The relationship between environmental information disclosure and firm valuation: the role of corporate governance

Hopwood argued that accounting has become associated with environmental concerns, and that environmental concerns will be further integrated into accounting practices in the near future. The McKinsey Company discovered that environmental information affects a firm’s value, and that investors in firms with good corporate governance in Asian countries are willing to pay a price premium of 20 % or greater. The increasing need for environmental protection and responsibility to the community on the part of firms have led to environmental protection becoming a critical focal concern of governments, public welfare associations, and the public. Effective implementation of corporate governance has been reported to enhance operating performance and increase firm value. This study applies the Ohlson valuation model to examine the value relevance of environmental information disclosure and corporate governance, and investigate their on firms in Taiwan. The results indicate relationships between total disclosure of environmental information, mandatory disclosure of environmental information, and voluntary disclosure of environmental information and firm value. Corporate governance is positively correlated with the valuation of total disclosure of environmental information and mandatory disclosure of environmental information.     

陕西省上市公司股权激励影响因素研究

目前,许多上市公司在进行股权激励时总遇到外部环境、内在因素和实际操作中的一些障碍,研究上市公司股权激励的影响因素将有助于解决这些问题,提高公司的治理效率,提升公司业绩。这里介绍陕西省上市公司股权激励实施的现状后,对股权激励实施的影响因素进行实证分析,探究影响上市公司股权激励实施的实质,以期提高公司经营管理的效率,为股权激励制度在我国的广泛应用提供一些有效建议。     

A Comparison Between One‐Tier and Two‐Tier Board Structures in France

French companies operate in a unique environment characterized by the strong involvement of block shareholders such as families and banks. Furthermore, the French legal system allows firms to choose between a one‐tier or a two‐tier board structure. This study investigates whether this choice can affect the firm's operating and stock performance. Our regression results provide strong evidence that ownership and board structures are used together as corporate governance tools. In particular, the agency cost of debt is strongly affected by their interaction when institutional investors are also bank lenders. Our test results show that while family control has a negative impact on corporate governance, French institutional blockholders play a positive role as monitors of one‐tier structures. In contrast, they are more likely to misuse the two‐tier board system by promoting interlocked directorship, board opacity and their own interests as creditors. Our regression analysis reveals that foreign institutional investors do not have any impact on firm performance, regardless of board structure. Finally, we do not find any inverse relationship between board size and efficiency in France.     

CEO duality,information costs,and firm performance

This study investigates the effects of CEO duality on firm performance and the moderating effect of information costs on the relationship between CEO duality and firm performance in Taiwan. By analyzing listed companies during the period from 2000 to 2012, our empirical results show that a lack of evidence for the links between leadership style and firm performance; however, this relationship is associated with information costs estimated by analysts’ earnings forecasts. Specifically, we find that CEO duality has statistically significant negative impacts on firm performance when information costs are high. This result provides evidence for the coexistence of the agency hypothesis and stewardship hypothesis as determined by the extent of the information costs, and it tends to underscore the importance of corporate governance on the relationship between CEO duality and firm performance.     

Reputation and Corporate Social Responsibility Aberrations,Trends, and Hypocrisy: Reactions to Firm Choices in the Stock Option Backdating Scandal

Drawing on strategic corporate social responsibility (CSR) and reputation theory, this paper examines the market reaction to firm disclosures of involvement in the US stock option backdating scandal. We examine how a firm's prior signals regarding ethical behaviour and values, as demonstrated through CSR initiatives, may both ameliorate and exacerbate market reactions. CSR initiatives may buffer a firm against general wrong‐doing but expose it to greater scrutiny and sanction for related wrong‐doing. Our results show that firms with enhanced overall reputations for CSR are partially buffered from scandal revelations. However, we find that when firms possess an enhanced reputation for CSR associated with corporate governance, violations pertaining specifically to governance are viewed as hypocritical and more harshly sanctioned. We also find lower and negative market reactions for firms that delay but self‐disclose their involvement in the scandal. The study extends the emergent, related literatures on strategic CSR and reputation management, and documents dynamics in the relationship between corporate social and financial performance.     

企业控制权视角下的公司治理与内部审计

公司治理是企业内部投资者和管理者之间一系列调解利害关系的契约,内部审计即产生于此。内部审计满足了投资者对公司治理和管理者对经营控制的需求。本文从企业产权理论的角度对公司治理和内部审计的关系及内部审计在公司治理中的作用进行了研究。     

Corporate sustainability and institutional shareholders: The pressure of social responsible pension funds on environmental firm practices

This paper analyses the role of social responsible (SR) pension funds as influential institutional shareholders in the corporate sustainability of investee firms. We study the influence of 197 UK SR pension funds on 1,253 firms with 31 environmental, social, and governance (ESG) indicators from 2002 to 2018. According to the indicator nature, we perform logit and ordinary least square (OLS) estimations with panel error correction models to control causality. Our results show that SR pension funds significantly impact on 41.93% of the ESG indicators studied. We find that larger pension‐fund shareholding positively influences on ESG firm performance and encourages proactive behaviour towards environmental practices. Firms with larger pension‐fund shareholding are more likely to use renewable energies and disclose environmental information, increasing the firm transparency towards stakeholders. This study contributes to understand that, besides stakeholders, institutional shareholders (SR pension funds) demand sustainable development and are able to transfer important values for the society and the environment to corporate governance.     

财务会计信息与公司治理

财务会计系统不但给公司控制机制提供直接的财务信息,而且还提供股票价格中反映的所有间接信息。会计治理研究中的一个基本目标是为财务会计提供的信息,在多大程度上减缓由所有权和经营权两权分离所带来的代理问题,以及减少信息不对称问题提供证据。本文着重探讨财务会计信息在公司治理机制中的作用,公司治理机制对财务会计信息反作用的互动研究,并提出了公司治理的对策。     

CORPORATE GOVERNANCE AND INNOVATION: A SURVEY

Abstract The traditional economics of innovation, inspired by Schumpeter and more recent advances on his work, seem unable to explain why firms with similar external conditions may show greatly different performance in innovation. Contrastingly, the literature on corporate governance provides some useful insights for understanding corporate innovation activity, to the extent that such literature examines the economic effects of different modes of coordination between firm members. The process through which individuals integrate their human and physical resources within the firm is central to the dynamics of corporate innovation. This paper provides the first survey of the literature on this issue. We start by discussing how various theoretical approaches to the analysis of the firm deal with technological innovation. We then describe three main channels – corporate ownership, corporate finance and labour – through which a system of corporate governance shapes a firm's innovation activity. Finally, we examine the relationship between country‐level institutional settings, national patterns of corporate governance and the aggregate innovation activity of corporations. We conclude by suggesting that future research should focus more deeply on the interrelation between the various dimensions of corporate governance and on their joint effect on firm innovation.     

Are All Private Benefits of Control Ineffective? Principal–Principal Benefits,External Governance Quality,and Firm Performance

Private benefits of control (PBC) are benefits that controlling shareholders consume, but that are not shared with minority shareholders. Research focusing on the value protection role of corporate governance typically frames PBC as principal–principal (PP) agency costs, and interprets them as a form of minority shareholder expropriation that decreases firm performance. Taking a value creation perspective of corporate governance, however, we propose a more nuanced role for PBC. Specifically, we see them also as PP agency benefits that compensate controlling shareholders for their monitoring and advisory services, which can increase firm performance. Since both PP costs and benefits affect firm performance, we theorize that PBC enhance firm performance at a diminishing rate. Furthermore, we show that the effect of PBC on firm performance is more positive when country‐level external governance mechanisms are strong.     

高管激励机制与企业绩效相关性研究——基于主板、创业板上市公司的对比分析

企业代理问题在市场化改革不断深入的今天已成为中国公司亟待解决的发展障碍。本文结合2474家主板上市公司和379家创业板上市公司治理结构以及高管激励机制对于企业绩效的实际影响,通过构建动态博弈模型和回归模型,发现以薪酬和股票期权形式的高管激励的正相关性随着高管股权稀释程度的上升而减小。本文还研究发现,与理论预测不同,独立董事占比与企业绩效有着负相关性,反映出我国的独立董事制度还不够完善。另外,笔者创新地对比了两板公司由于公司规模、GDP等因素对激励体系产生的不同反应,发现处于起步阶段的创业板公司绩效同高管激励机制和公司内控体系并没有主板公司那样明显的相关性。     

The Influence of the Keiretsu on Japanese Corporate Disclosure

This paper represents a contribution to testing whether the extent of disclosure in Japanese corporate annual reports varies according to group structure. Consideration is given to keiretsu (group interfirm networks) classification and the mechanism for monitoring by a main bank or main company. This topic is of interest because the Japanese system of corporate governance is fundamentally different from those prevailing in Anglo-Saxon countries and this distinction may impact on corporate disclosure policy. Attention is focused on the exclusionary theory of corporate disclosure in which information is disseminated within group members but specifically excludes others. Regression analysis is undertaken to assess the importance of group structure in explaining variability in the extent of disclosure after controlling for known factors such as size, stock market listing, industry, borrowings, and type of business. The results suggest that companies within a keiretsu with a main-bank or main-company monitor and which are therefore less subject to capital market discipline do not disclose less information than other companies in their annual reports. It appears that whatever type of corporate governance mechanism is adopted in Japan there exists a monitor that places approximately equal demands on information disclosure in corporate annual reports.     

Social trust environment and firm tax avoidance: Evidence from China

We examine the impact of the social trust environment in which a firm is located on its tax avoidance in China and paying attention to the moderating effect of corporate governance and state-ownership. Drawing from theoretical and empirical work on firm tax avoidance and manager–shareholder agency conflict, we hypothesize that social trust can lower firm tax avoidance. It is because a high social trust environment can reduce agency conflict so that tax avoidance is less. Our findings are consistent with our hypothesis, and robust to a battery of robustness tests. Furthermore, we document that the association between social trust and firm tax avoidance is more pronounced for firms with weak corporate governance and state-owned. Moreover, we find that firms in more trustworthy provinces present less general and administrative expenses and higher asset turnover, corroborating our theoretical foundations with respect to agency cost in our hypothesis. Our findings suggest that social trust and its interactions with corporate governance and state ownership are important internal and external determinants on the variations in tax avoidance.     

Russia's Evolving Corporate Governance in the Cultural Context

Abstract

The paper explores evolution and current state of the Russian corporate governance in cultural context. Russia has a relatively short history of corporate governance, and securities market and stock capital play a less significant role, compared to the West. The evolution of culture and corporate governance is analyzed in a comparative setting. Under the Soviet framework, business and corporate developments were non-existent or severely restricted. The post-Soviet capitalism is characterized by dynamic and turbulent developments in corporate governance and business culture. The paper examines the Russian findings from the recent international studies of culture and explores cultural impact on corporate governance in the country.