上市公司环境治理的现状与对策

公司环境治理是公司治理的重要组成部分。目前,上市公司环境治理问题主要表现在环境会计信息披露不完善,缺乏强有力的政府干预、市场约束以及非政府组织和公民的监督。改善上市公司环境治理需要培育良好的环境治理的外部社会制度环境,倡导环境责任投资理念,加强利益相关者与公民的参与,完善上市公司环境责任报告。     

Corporate governance mechanisms and financial performance in China: panel data evidence on listed non financial companies

The objective of this paper is to provide empirical evidence on the influence of corporate governance characteristics and corporate ownership concentrations on the financial performance of Chinese companies. This is based on analysis of a panel data set covering the years 2001 to 2005. The characteristics considered are the ratios of independent directors and professional supervisors on the companies' two boards, and the level of concentration in and type of ownership of the companies. Our chosen performance metric is Tobin's Q. We find that ownership concentration in general is a significant factor in determining firm performance. The degree of board independence is significant, but it only appears to have a positive impact on performance in larger companies. The expertise of the supervisory board is not a significant determinant of corporate financial performance in China. Our findings support a continued focus on making improvements to the operation and effectiveness of China's institutions of corporate governance.     

债务融资与上市公司治理机制的完善

公司治理结构的核心在于企业通过权力制衡，监督管理者的绩效，保证股东和其他利益相关主体的权利。当前中国资本市场的普遍现象是，缺乏对上市公司治理结构的改善机制．上市公司把发行股票的直接融资方式当作一种圈钱的工具。本文分三个方面浅述了债务融资的间接融资方式对上市公司治理机制完善的有益之处，并提出了相关的政策建议：一是债务融资在完善公司治理机制作用的理论基础：二是债务融资对我国上市公司治理机制的意义；三是提出相关政策选择——加强商业银行在公司治理中所起的作用。     

Determinants of Corporate Social Responsibility Disclosure Ratings by Spanish Listed Firms

The aim of this paper is to analyze whether a number of firm and industry characteristics, as well as media exposure, are potential determinants of corporate social responsibility (CSR) disclosure practices by Spanish listed firms. Empirical studies have shown that CSR disclosure activism varies across companies, industries, and time (Gray et al., Accounting, Auditing & Accountability Journal 8(2), 47–77, 1995; Journal of Business Finance & Accounting 28(3/4), 327–356, 2001; Hackston and Milne, Accounting, Auditing & Accountability Journal 9(1), 77–108, 1996; Cormier and Magnan, Journal of International Financial Management and Accounting 1(2), 171–195, 2003; Cormier et al., European Accounting Review 14(1), 3–39, 2005), which is usually justified by reference to several theoretical constructs, such as the legitimacy, stakeholder, and agency theories. Our findings evidence that firms with higher CSR ratings present a statistically significant larger size and a higher media exposure, and belong to more environmentally sensitive industries, as compared to firms with lower CSR ratings. However, neither profitability nor leverage seem to explain differences in CSR disclosure practices between Spanish listed firms. The most influential variable for explaining firms’ variation in CSR ratings is media exposure, followed by size and industry. Therefore, it seems that the legitimacy theory, as captured by those variables related to public or social visibility, is the most relevant theory for explaining CSR disclosure practices of Spanish listed firms.     

上市公司治理及其对会计信息质量的影响研究

公司治理机制与会计信息质量两者密不可分、相互影响。公司治理机制能否有效运行取决于会计信息质量的高低,会计信息的有效性保证了公司治理机构的有效运行。会计信息质量被许多因素所牵制,但其根本原因在于公司治理结构存在问题。上市公司应对股权结构进行改革,充分发挥各层股东对公司经营层的监督作用;加强董事会功能,保证董事会的独立性,,增加独立董事在公司的比重,加强董事会的战略管理能力和责任范围;改进股东大会投票表决制度,促进股权改革的多元化,避免大股东全权控制的现象,扩大被选举对象范围,完善实施细则,保障累积投票制度的能够贯彻落实;加强监事会建设,明确监事会的权利义务,将监事会与独立董事的权利范围合理划分。     

Product market competition, board structure, and disclosure quality

This paper empirically investigates the mechanism through which product market competition (PMC) affects disclosure quality of listed companies. Based on a sample of listed companies with disclosure quality report from Shenzhen Stock Exchange during 2003–2008, PMC is found to display a U-shaped relationship with disclosure quality, which demonstrates the strategic effect of PMC on disclosure quality. PMC is also found to enhance the board of directors’ role in disclosure quality, which demonstrates the governance effect of PMC on disclosure quality. These results enhance the understanding of the role of PMC on disclosure.     

我国上市公司内部治理结构影响自愿披露水平的实证分析

本文以我国上市公司2004年年度报告为研究对象,通过构建自愿披露指数回归模型,从公司内部治理视角实证分析了影响我国上市公司自愿披露水平的相关因素。研究表明,上市公司自愿披露水平与国有股持股比例、董事会持股成员比例、忙碌独立董事比例存在显著负相关关系,而与监事会持股成员比例存在显著正相关关系。     

从公司治理谈我国上市公司对外担保

在我国大股东或“内部人”控制上市公司的制度背景下,上市公司代理问题严重,公司治理结构存在缺陷,不能起到监督大股东及管理者、保护中小股东利益的目的,对外担保容易成为大股东或“内部人”侵占上市公司利益的手段,导致公司财务状况恶化。     

The Study of the Relations among Ethical Considerations, Family Management and Organizational Performance in Corporate Governance

Corporate governance is increasingly becoming an issue of global concern, not least because we are more and more living in a corporate world that transcends international boundaries. The main purpose and motivation of this study is to determine how the international community should motivate businesses in fostering exemplary corporate governance, therefore eliminating obstacles to ethically exemplary behavior. The empirical approach utilized here has been applied to 161 businesses, both listed and over-the-counter (OTC) companies, with the results indicating that ethical considerations, corporate governance and organizational performance are inextricably linked and, to an extent, demonstrably proportional. This study also indicates a major finding that family management is a significant mediating variable of the ethical considerations of corporate governance and organizational performance. Finally, this study has developed an operational model of ethical considerations of corporate governance as a consultancy aid for businesses that wish to implement and/or boost their performance in respect to corporate governance.     

我国ST上市公司治理缺陷与董事问责制关系的实证研究

我国ST公司治理的缺陷主要外化表现在关联交易的增加,公司业绩持续恶化,资产空心化状态不断加剧。董事问责机制的缺乏是我国上市公司治理结构的制度缺陷。董事问责制缺乏与上市公司治理缺陷之间具有较高的相关性,非公允关联交易是导致我国上市公司业绩持续恶化和资产空心化的主要原因之一。     

The Nature and Management of Ethical Corporate Identity: A Commentary on Corporate Identity,Corporate Social Responsibility and Ethics

In this paper we open up the topic of ethical corporate identity: what we believe to be a new, as well as highly salient, field of inquiry for scholarship in ethics and corporate social responsibility. Taking as our starting point Balmer’s (in Balmer and Greyser, 2002) AC²ID test model of corporate identity – a pragmatic tool of identity management – we explore the specificities of an ethical form of corporate identity. We draw key insights from conceptualizations of corporate social responsibility and stakeholder theory. We argue ethical identity potentially takes us beyond the personification of the corporation. Instead, ethical identity is seen to be formed relationally, between parties, within a community of business and social exchange. Extending the AC²ID test model, we suggest the management of ethical identity requires a more socially, dialogically embedded kind of corporate practice and greater levels of critical reflexivity. John M. T. Balmer is Professor of Corporate Brand/Identity Management at Bradford University School of Management. His research focuses on a range of corporate-level marketing issues and has a particular interest in the management of corporate brands and identities. His work has been published in leading journals such as California Management Review and Long Range Planning. With Stephen Greyser he co-authored Revealing the Corporation (Routledge, 2003). Kyoko Fukukawa is a lecturer in marketing at Bradford University School of Management and holds a Ph.D. from University of Nottingham, UK. Her research interests include ethical decision-making in consumption and business practices; corporate social responsibility (CSR) of MNCs concerning their policies and strategic communication; and CSR and corporate branding. Her publications appear in Journal of Business Ethics, Journal of Corporate Citizenship and others. Edmund R. Gray is Professor and Chair in the Department of Management at Loyola Marymount University. He is author or co-author of five textbooks and numerous scholarly articles. He holds a Ph.D. from UCLA. His research interests centre around issues of corporate identity, corporate social responsibility and environmental sustainability. Currently, he is conducting research on entrepreneurial firms with environmental/social goals that are an integral part of their mission.     

Public Policies on Corporate Social Responsibility: The Role of Governments in Europe

Over the last decade, Corporate Social Responsibility (CSR) has been defined first as a concept whereby companies decide voluntarily to contribute to a better society and cleaner environment and, second, as a process by which companies manage their relationship␣with stakeholders (European Commission, 2001. Nowadays, CSR has become a priority issue on governments’ agendas. This has changed governments’ capacity to act and impact on social and environmental issues in their relationship with companies, but has also affected the framework in which CSR public policies are designed: governments are incorporating multi-stakeholder strategies. This article analyzes the CSR public policies in European advanced democracies, and more specifically the EU-15 countries, and provides explanatory keys on how governments have understood, designed and implemented their CSR public policies. The analysis has entailed the classification of CSR public policies taking into consideration the actor to which the governments’ policies were addressed. This approach to the analysis of CSR public policies in the EU-15 countries leads us to observe coinciding lines of action among the different countries analyzed, which has enabled us to propose a ‹four ideal’ typology model for governmental action on CSR in Europe: Partnership, Business in the Community, Sustainability, and Citizenship, and Agora. The main contribution of this article is to propose an analytical framework to analyze CSR public policies, which provide a perspective on the relationships between governments, businesses, and civil society stakeholders, and enable us to incorporate the analysis of CSR public policies into a broader approach focused on social governance. Laura Albareda is currently a Research Fellow at the Institute for Social Innovation, ESADE, Universidad Ramon Llull-URL. She is principal researcher and manager of the Observatory on Socially Responsible Investment in Spain. Her areas of research and academic interest are Corporate Social Responsibility, Business Ethics, Global Governance and Public Authorites, Governments and Public Policies on Corporate Social Responsibility and Socially Responsible Investment. Josep M. Lozano is currently Professor & Senior Researcher at the Institute for Social Innovation, ESADE Business School (URL). He is Co-founder of ética, Economía y Dirección (Spanish branch of the EBEN) and member of the editorial board of Ethical Perspectives and Society and Business Review. He was member of the Catalan Government’s Commission on Values, and is member of the Spanish Ministry of Employment and Social Affairs’ Commission of Experts on CSR. He has been a highly commended runner-up in the European Faculty Pioneer Awards of the Beyond Grey Pinstripes and is author of Ethics and Organizations. Understanding Business Ethics as a Learning Process (Kluwer). Tamyko Ysa is an Assistant Professor of the Institute of Public Management, and the Department of Business Policy at ESADE. Her areas of interest are the management of partnerships and their impact on the creation of public value; the design, implementation and evaluation of public policies, and the relations between companies and governments. She is the Principal Researcher of the Research Group for Leadership and Innovation in Public Management (GLIGP). She is coauthor of Governments and Corporate Social Responsibility (Palgrave MacMillan).     

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。     

Determinants of related-party transactions: Evidence from China’s listed companies during 2002–2006

This study attempts to shed light on the relationship between related-party (RP) transactions and internal governance factors of China’s listed companies. An analysis of a sample of 69 049 RP transactions during 2002–2006 reveals strong evidence that the likelihood of RP transactions is higher for companies with high concentration of ownership, but lower for companies with strong bargaining power of the second and third largest shareholders. There is also clear evidence showing that large compensation for outside directors is associated with greater size of RP transactions, whereas increased average compensation for the three top executives tends to decrease the number of RP transactions. Our results also reveal that the pluralism arraignment, i.e. the same person holding both positions of the board chairman and the chief executive, increases the size of RP transactions significantly. This finding suggests that pluralism reduces the balance of power in corporate governance.      

The effect of corporate governance on firm value and profitability: Time-series evidence from Turkey

We study the corporate governance practices of Turkish public firms from 2006 to 2012, relying on hand-collected data covering the vast majority of listed firms. We build a Turkey Corporate Governance Index, TCGI, composed of subindices for board structure, board procedure, disclosure, ownership, and shareholder rights. TCGI predicts higher market value (with firm fixed effects) and higher firm-level profitability with firm random effects. The principal subindex which predicts higher market value and profitability, and drives the results for TCGI as a whole, is disclosure subindex. We also study the determinants of firms' governance and find that most firm-specific factors have little effect on firms' governance choices.     

Corporate Governance and Institutional Transparency in Emerging Markets

This paper posits that differences in corporate governance structure partly result from differences in institutional arrangements linked to business systems. We developed a new international triad of business systems: the Anglo-American, the Communitarian and the Emerging system, building on the frameworks of Choi et al. (British Academy of Management (Kynoch Birmingham) 1996, Management International Review 39, 257–279, 1999). A common factor determining the success of a corporate governance structure is the extent to which it is transparent to market forces. Such transparency is more than pure financial transparency; as it can also be based on factors such as governmental, banking and other types of institutional transparency mechanism. There may also be a choice for firms to adopt voluntary corporate disclosure in situations where mandatory disclosure is not established. The Asian financial crisis of 1997–1999 and the more recent corporate governance scandals such as Enron, Andersen and Worldcom in the United States and Ahold and Parmalat in Europe show that corporate governance and business ethics issues exist throughout the world. As an illustration we focus on Asia’s emerging¹ markets, as, both in view of the pressure of globalization and taking into account the institutional arrangements peculiar to the emerging business system, these issues are important there. Particularly for those who have to find an accommodation between the corporate governance structures and disclosure standards of the Emerging system and those of the Anglo-American and Communitarian systems.     

公司治理、盈余管理与审计定价的实证研究

我国上市公司对于审计费用的披露很不规范,还存在审计服务和非审计服务之间的费用转移情况,影响了审计定价数据可信度.根据公司内部治理框架,运用2004-2006年我国A股上市公司面板数据,考察盈余管理风险对于审计定价的影响显示,当存在其他变量时,独立董事占董事的人数、企业的股权集中程度和董事长与总经理两职设置情况对审计定价存在显著影响,这一结果表明,加快董事长和总经理的两职分离有助于降低代理成本和企业风险,节约审计费用,改善公司内部治理.     

股权分置、公司治理结构与现金股利分配

文章以2004-2007年中国上市公司为样本,从代理理论视角对股权分置改革前后我国公司治理与现金股利分配关系进行了理论与实证分析.研究结果表明,我国上市公司第一大股东倾向于现金股利分配,但这种情况在股权分置改革完成后有所改变;第二大股东持股比例、流通股比例以及独立董事人数等与现金股利支付率无关.同时,股改哑变量、盈利能力、成长性、偿债能力、公司规模与现金股利分配的关系可以用代理理论加以解释.     

公司治理机制与财务业绩:效率还是盈利

本文基于杜邦分析体系(DuPontAnalysis),以我国资本市场在2002-2004年期间的上市公司年度数据为研究样本,实证检验了公司治理水平的提高对促进企业绩效增长的实现路径。研究表明,上市公司的治理水平越高,高管人员也就越加重视通过公司内部资源整合、完善营销策略和客户管理等方式提高资产营运效率。而且公司治理水平对改善企业绩效的影响并没有突出体现在努力提高主营业务收入或降低生产成本环节,而主要是通过加强资产管理和提高营运效率来实现的。