独立董事选用与盈余管理监控有效性分析

作为我国公司治理机制的重要组成部分,独立董事制度的有效性对制约公司盈余管理行为至关重要,如果独立董事是自愿性选用的,董事会的独立性就会降低盈余管理;如果独立董事是强制性选用的,董事会的独立性程度较高与较低的盈余管理是不相关的。因此,董事会的独立性可以有效地监控盈余管理,但监控扭曲了独立董事的市场环境,这会导致治理机制失效。所以,我国监管机构通过不断完善公司治理机制,以应对国际金融市场不断反复的波动和冲击。     

董事会结构与公司治理绩效的实证分析

独立董事制度为公司的权益资本和管理雇佣契约提供了更为安全的治理措施。但分析表明,那种认为董事会独立性越强,公司治理效率越好的想法是不恰当的。信息获取能力的约束以及非执行董事和执行董事之间的博弈水平使得董事会结构与公司治理绩效之间存在显著倒U型关系。     

A Survey of Governance Disclosures Among U.S. Firms

Recent years have featured a spate of regulatory action pertaining to the development and/or disclosure of corporate governance structures in response to financial scandals resulting in part from governance failures. During the same period, corporate governance activists and institutional investors increasingly have called for increased voluntary governance disclosure. Despite this attention, there have been relatively few comprehensive studies of governance disclosure practices and response to the regulation. In this study, we examine a sample of 50 U.S. firms and their public disclosure packages from 2004. We find a high degree of variability in the presentation and reporting format choices for many elements of the governance structure. This variability includes several items for which disclosure is mandated by regulators or legislative action. In particular, smaller firms offer fewer disclosures pertaining to independence, board selection procedures, and oversight of management (including whistleblowing procedures). There are also trends associated with board characteristics: boards that are less independent offer fewer disclosures of independence and management oversight matters. Moreover, large firms provide more disclosures of independence standards, board selection procedures, audit committee matters, management control systems, other committee matters, and whistleblowing procedures but do not appear to have a strictly superior information environment when compared to smaller firms. The findings raise questions about compliance with regulatory requirements and the degree to which conflicts of interest between managers and directors are being controlled. While there have been notable improvements in the information environment of governance disclosures, there remain structural issues that may possess negative ramifications for stakeholders.     

公司治理及其对审计影响

近年来，公司治理对于保证财务报告的公正合理、阻止公司舞弊发生的作用得到了广泛的认可和重视。本文阐述了公司治理模式中各因素对审计过程的影响，其中，公司管理层作为公司治理模式确立者对于审计过程具首要影响。     

Women’s Roles on U.S. Fortune 500 Boards: Director Expertise and Committee Memberships

This study examines the presence and roles of female directors of U.S. Fortune 500 firms, focusing on committee assignments and director background. Prior work from almost two decades ago concludes that there is a systematic bias against females in assignment to top board committees. Examining a recent data set with a logistic regression model that controls for director and firm characteristics, director resource-dependence roles and interaction between director gender and director characteristics, we find that female directors are less likely than male directors to sit on executive committees and more likely than male directors to sit on public affairs committees. There is little if any evidence of systematic gender bias in director assignment to other board committees. We find some evidence that boards evaluate resource dependence differently for women than men. Craig A. Peterson Western Michigan University, Grand Rapios, MI 49503, USA Craig A. Peterson is associate professor of finance at Western Michigan University, Grand Rapids Regional Center. In addition to corporate governance, his research interests include investment management and corporate finance. James Philpot is assistant professor of finance and general business at Missouri State University. His research interests include corporate governance, financial planning and financial education.     

独立董事与会计信息披露质量研究

独立董事制度是完善公司治理结构的一项重要举措,独立董事制度在公司治理结构的各个部分能够充分发挥作用的情况下,能为会计信息质量提供可靠的保证。到目前为止,我国大多数上市公司都建立了独立董事制度,人们重视的方面也已经从发展的规模转移到运作和治理有效性的角度上。在大多数上市公司都建立了独立董事制度的情况下,应该充分发挥董事会尤其是非执行董事的监督参与决策的职能,从而更好地提高会计信息披露质量。只有完善充分发挥作用的公司治理结构,才能为企业经营决策及外部投资者提供高质量的会计信息。     

Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?

Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director compensation between acquiring and control firms. Outside directors of acquiring firms earn more than twice as much as their counterparts in the matched-sample. S. Trevis Certo is an associate professor and Mays Research Fellow in the Mays Business School at Texas A&M University. He received his Ph.D. in Strategic Management from the Kelley School of Business at Indiana University. His research focuses on corporate governance (boards of directors, ownership structure, and CEO compensation), top management teams, initial public offerings (IPOs), and research methodology. Richard H. Lester is a clinical associate professor and Director of Academic Entrepreneurship Programs in the Mays Business School at Texas A&M University. He received his Ph.D. degree in Strategic Management from the Mays Business School at Texas A&M University. His current research interests focus on corporate governance, upper echelons and entrepreneurship. Catherine M. Dalton holds the David H. Jacobs Chair of Strategic Management in the Kelley School of Business, Indiana University. She also serves as Editor of Business Horizons, as Research Director of the Institute for Corporate Governance, and as a Fellow in the Randall L. Tobias Center for Leadership Excellence. She received her Ph.D. degree in Strategic Management from the Kelley School of Business, Indiana University. Professor Dalton's research is in corporate governance, with particular expertise in board composition, board leadership structure, executive and director compensation, and firms' ownership structures. Her research spans all types of organizations, including entrepreneurial firms, small businesses, large public corporations, and private organizations. Dan R. Dalton is the founding Director of the Institute for Corporate Governance, Dean Emeritus, and the Harold A. Poling Chair of Strategic Management in the Kelley School of Business, Indiana University. He is a Fellow of the Management in the Kelley School of Business, Indiana University. He is a fellow of the Academy of Management and an inaugural member of its Journals Hall of Fame. Professor Dalton is widely published, with over 280 articles in corporate governance, business strategy, law, and ethics. Additionally, his work has been frequently featured in the business and financial press including, Business Week, Wall Street Journal, Fortune, Economist, Financial Times, Boston Globe, Chicago Tribune, Los Angeles Times, New York Times, and the Washington Post. Professor Dalton regularly addresses public, corporate, and industry groups on corporate governance issues.     

Board composition and corporate philanthropy

Using agency theory, this study empirically examined the relationship between board composition and corporate philanthropy. Generally, the ratio of insiders to outsiders, the percentage of insider stock ownership, and the proportion of female and minority board members were found to be positively and significantly associated with firms' charitable contributions.Jia Wang received his Ph.D. from the University of Tennessee, Knoxville. He is an associate professor of management at California State University at Fresno. His current research interests include corporate governance and corporate social performance.Betty S. Coffey is an assistant professor of management at Appalachian State University. Her research interests are in the area of corporate social performance and functional level strategic management.     

Corporate Governance and Corporate Social Responsibility Disclosures: Evidence from an Emerging Economy

We examine the relationship between corporate governance and the extent of corporate social responsibility (CSR) disclosures in the annual reports of Bangladeshi companies. A legitimacy theory framework is adopted to understand the extent to which corporate governance characteristics, such as managerial ownership, public ownership, foreign ownership, board independence, CEO duality and presence of audit committee influence organisational response to various stakeholder groups. Our results suggest that although CSR disclosures generally have a negative association with managerial ownership, such relationship becomes significant and positive for export-oriented industries. We also find public ownership, foreign ownership, board independence and presence of audit committee to have positive significant impacts on CSR disclosures. However, we fail to find any significant impact of CEO duality. Thus, our results suggest that pressures exerted by external stakeholder groups and corporate governance mechanisms involving independent outsiders may allay some concerns relating to family influence on CSR disclosure practices. Overall, our study implies that corporate governance attributes play a vital role in ensuring organisational legitimacy through CSR disclosures. The findings of our study should be of interest to regulators and policy makers in countries which share similar corporate ownership and regulatory structures.     

Exploring the Impact of Internal Corporate Governance on the Relation Between Disclosure Quality and Earnings Management in the UK Listed Companies

This study investigates the impact of internal corporate governance on the relation between disclosure quality and earnings management in the UK listed companies, in particular whether governance mechanisms have deterrent effect on earnings management similar to firms’ disclosure quality. Unlike prior literature, we measure a number of board and audit committee-related governance instruments, three disclosure quality proxies (i.e. Investor Relation Magazine Award, Forward-Looking Disclosure and Analyst Forecast Accuracy) and the Modified Jones Model to test the hypotheses of the study on a matched-pair sample data of Investor Relation Magazine Award winning and non-winning firms. Our findings in the OLS and sensitivity analyses using Heckman Procedure and 2SLS regressions consistently report a significant negative association between earnings management and disclosure quality for all proxies in restraining earnings management. In contrast, corporate governance variables are mostly insignificantly related to earnings management. This provides an emerging trend of the outperformance of disclosure quality over internal governance mechanisms in lessening earnings management. These findings warrant due attention of the policy makers, investors, corporate firms and other stakeholders in shaping a high-quality disclosure and governance regime in corporate settings to mitigate managerial manipulations of earnings across the countries in the world.     

论中小民营企业良好内控环境的构建

内部控制环境包括公司治理架构、诚信和道德价值观、胜任能力与人力资源政策、责任分配与授权、董事会与审计委员会。分析了中小民营企业内控环境这六要素,指出内控环境是民营企业建立完善内部控制的软肋,并提出完善内控环境的若干建议。     

从股东会中心主义到董事会中心主义——现代公司法人治理结构的发展与变化

传统公司治理结构中董事会被定位于向股东会负责的下属性机构,但随着社会经济的发展,股东会中心主义的公司治理结构呈现出不符合实际需要的弊端.现代公司法的发展趋势是公司权力重心从股东会中心主义向董事会中心主义的转移,因为后者更能满足公司规模扩大和资本市场发展所提出的专业化和效率化的需求.这一变化趋势对公司法研究者和立法者的启示是公司董事的内涵和责任需要适当扩大、公司监管的重点应当做出相应调整.     

安徽省上市公司董事会治理与公司绩效关系的实证研究

以安徽省上市公司为研究样本,对董事会治理与公司绩效的关系进行实证分析,结果表明:适当的董事会规模、董事薪酬与董事持股比例对公司绩效有积极作用;独立董事比例、董事会领导权结构与董事变更对公司绩效影响不显著;过多的董事会会议不利于公司绩效的提高。     

Governance and the Common Good

The importance of corporate governance in ensuring reliable financial reporting is examined in this article, and the roles of individuals involved in the governance process are examined from the perspective of ensuring the common good. Initially, adopting the positivist tradition that dominates the academic literature in accounting, the relations between financial reporting quality and the activities of senior management, the board of directors and its audit committee, and external auditors are examined. Unlike much of the academic literature, this article also adopts a normative perspective and offers suggestions as to the proper roles of these parties. Finally, suggestions for future research are offered.     

信息、信任、认知冲突与董事会治理——基于问卷调查

一直以来,公司治理研究偏重董事会结构特征与公司绩效之间的关系,忽略了董事会行为过程影响。文章就董事会行为过程中一系列关键要素如信息获取、努力水平、信任关系和认知冲突对治理有效性的影响进行理论分析,构造了一个行为心理〖CD*2〗治理有效性结构方程模型。利用问卷调查数据,就上述过程变量对治理效率的影响进行实证分析。研究发现,董事会信息获取及其与管理层相互信任状况对治理效率产生显著积极影响;会议频率对战略和服务职能发挥产生显著积极作用;会议出席率、群体认知冲突等因素影响不显著。研究为改善和提高董事会治理效率提供了新的经验证据。     

公司治理中推行独立董事制度的必要性

随着所有权与经营权的分离 ,公司的健康发展与公司有效治理直接相关 ,而董事会的运作效果是公司治理的核心 ,推行独立董事制度对于建立高校运作的董事会 ,保护中小投资者的利益及实现公司有效治理意义重大。     

Erratum to: Corporate Socially Responsible Initiatives and Their Effects on Consumption of Green Products

This study extends previous literature on the association between Confucianism and corporate decisions by examining Confucianism’s influence on board gender diversity. Using a sample of Chinese listed firms during the period of 2001–2011 and geographic-proximity-based Confucianism variables, I provide strong and consistent evidence to show that Confucianism is significantly negatively associated with board gender diversity, suggesting that the proportion of women directors in the boardroom is significantly lower for firms surrounded by strong Confucianism atmosphere than for firms located in regions with weak Confucianism atmosphere. This finding also implies that Confucian philosophical system has important impacts on business ethics and women’s status in corporate governance. Moreover, GDP per capita, the proxy for economic development level in a province in which a firm is located, attenuates the negative association between Confucianism and board gender diversity. Above results are robust to different measures of Confucianism and board gender diversity and are still valid after controlling for the potential endogeneity between Confucianism and board gender diversity.     

公司治理结构对内部控制的影响

自公司治理结构问题提出以来,国内学者借鉴国外经验对公司治理结构作了大量的研究,对促进公司治理结构的不断完善起到了积极作用,但目前公司治理结构仍存在诸多问题,阻碍着公司的发展。建立有效的公司治理结构的关键是优化股权结构,加强董事会建设,健全、完善公司内部激励与约束机制。     

企业内部会计控制目标初探

本文认为,内部控制的目标不仅是单位管理经济活动、实施内部控制所要达到的标准,也是外部审计人员或社会中介机构评价内部控制系统的重要依据,良好的内部控制必须设有明确的目标。内部会计控制目标分为所有者目标和经营管理者目标,按照公司治理结构层次划分为股东、股东大会、董事会、监事会、经理、财会经理、内部审计;按内容层次划分为内部制度科学合理,查错防弊病及时准确,财产安全完整,业务活动健康运行,风险控制系统有效,会计资料真实完整,会计信息及时有用,管理制度健全完善,管理效率真实高效,国家法规贯彻执行,经济效益不断提高,职业道德完善升华等。     

Board of director attributes and CSR engagement in emerging economy firms: Evidence from across Asia

This study investigates the relationship between the board of director attributes and corporate social responsibility (CSR) engagement across a sample of Asian emerging economy firms. We find a statistically positive relationship between CSR engagement and several directors' attributes including their political influence, international experience, business expertise, other directorships held and independence from management. These empirical results indicate that while corporate governance recommendations designed for developed economy firms are relevant for emerging economy firms, additional director attributes are also important in encouraging CSR engagement in emerging economy firms given the divergent institutional and resource dependency issues they face.