Handbook on Corporate Governance in Financial Institutions

Financial Markets and Portfolio Management -     

浅析美国机构投资者在公司治理中的作用

机构投资促进了美国的公司治理的良性发展。在此过程中，美国的公司制度在所有权与经营权两权分离的基础上，也逐渐实现了从经理人掌权、不受监督制约的“经理资本主义”向由投资人控制、监督经理层的“股东资本主义”转变。     

论财务会计信息在公司治理中的作用

财务会计信息对于公司治理具有重要意义。高质量的会计信息可以降低管理层与外部人之间的信息不对称,从而有助于解决逆向选择和道德风险问题;信息披露自身可以对管理层形成有效的约束,促使管理层强化受托责任,并可以为相关主体提供治理所需信息,从而加强外部人对管理层的监督和制约;通过降低对其他高成本治理机制的需求,高质量的会计信息还可以有效地降低公司治理的整体成本,提高治理效率。因此,财务会计信息是实现公司治理目标、保护投资者利益的重要工具。我国应当不断地完善会计准则,并加强会计监管,以提高会计信息质量,更好地为公司治理服务。     

金融危机下的国外金融机构公司治理:问题、经验及启示

危机前美国金融机构公司治理存在的问题公司治理源于所有权与经营权的分离,用以解决所有者、经营者之间的矛盾与利益冲突,确保公司永续发展和实现价值最大化,其核心是有效激励与约束机制建设。美国金融机构公司治理缺陷是导致     

公司治理:股东至上还是利益相关者至上?

“股东至上”和“利益相关者至上”是两种争议的代表性治理观点。“股东至上”治理主义以股东价值最大化为公司治理目标,以“资本雇用劳动”、代理理论为理论基础,以股东单边治理为主。而“利益相关者至上”治理主义以利益相关者利益最大化为公司治理目标,以利益相关者理论为基础,倡导利益相关者共同治理。本文从企业所有权、理论基础、会计上从利润的计算和分配过程、利益获得的确定性和公司运营等五个方面剖析了两种治理观点之间的关系,说明这两种观点其实并不冲突,是相容的。上市公司的治理目标应该是满足其他利益相关者利益基础上的股东财富最大化。     

The Role of Foreign Shareholders in Disciplining Financial Reporting

We investigate the role of foreign shareholders in improving the quality of accounting information provided by firms domiciled in countries with low de facto institutional quality. Using a sample of firms from four South European countries (Greece, Italy, Portugal and Spain) for which we observe detailed ownership evolutions over the period 2002–2007, we find that increases in foreign ownership lead to increases in financial reporting quality but only if the foreign shareholders are domiciled in countries with strong investor protection mechanisms. Further, we find that the improvement in financial reporting quality is more pronounced in the case of foreign institutional investors. Finally, our results hold before and after the introduction of the International Financial Reporting Standards (IFRS) in 2005.     

Stock Option Expensing: The Role of Corporate Governance

Analysis of the corporate stock option expensing decision (before the practice became mandatory in 2006) continues to be of interest because it provides insight into the underlying factors affecting not only expense recognition, but the overall corporate decision‐making process. Using a sample of 207 companies that volunteered to expense options and more than 1,000 non‐expensing firms, the authors found that companies that provide more disclosure and appeared to have a stronger alignment of managerial and shareholder interests were also more likely to expense stock options—a finding that the authors view as indirect evidence that voluntary expensing was more likely to occur in companies that practiced effective corporate governance. And consistent with the prediction of efficient market theorists, the study also found no significant market reaction to announcements of these decisions to expense options. The study also found that companies that were the heaviest users of options—notably, smaller, high—growth, and less‐profitable firms—were least likely to expense them. And while this finding adds to the weight of evidence suggesting that companies often make accounting decisions designed to boost reported earnings, the authors also recognize that the possibility that the decision by other companies not to expense may have been a strategy designed primarily to preserve access to capital markets.     

公司治理在金融风险管控中的作用

<正>保险保障基金公司作为保险业风险防控专业机构,在承担保险业风险监测与风险处置职能中,愈加深刻认识到公司治理在金融风险化解中的重要抓手作用近年来,在党中央、国务院的坚强领导下,金融业公司治理改革取得显著成效,公司治理监管制度持续完善,公司治理已成为金融机构强化风险防控、深化机构改革、实现高质量发展的重要着力点。保险保障基金公司作为保险业风险防控的专业机构,肩负着保险业最后一道风险防线的重要使命。     

Session V: Macro Perspectives: Bigger Problems than Corporate Governance

Columbia Business School's well‐known authority on value‐based investing begins by attributing today's economic problems to a “global economic dislocation,” one that is rooted in the ongoing—and in Greenwald's view, inevitable—decline of manufacturing and displacement by services. Like the other example of dislocation in modern times, the Great Depression of the 1930s, the 2008 global financial crisis and protracted recession— still very much with us—are viewed as originating in the sharp decline of a major “sector” of the global economy. In the Depression of the ‘30s it was agriculture; in the recent financial crisis it was manufacturing. In both cases, technological advances and economy‐wide productivity increases led to huge increases in stock and financial asset prices—but also to sharp drops in the prices of farm and manufactured goods, and massive overcapacity and ruinous competition in both sectors. According to the author, the working off of overcapacity in the agricultural sector was accomplished largely by the effect of World War II in moving huge numbers off the farm and into the mainly urban industrial sector at government expense. This labor force relocation, which occurred in all developed economies, was essential to a global economic transformation that for the next 50 years provided high productivity growth and greater equality of income and wealth. More recently, however, the global economy has been confronted with the challenge of accomplishing a transition from manufacturing to services that will feature lower productivity growth and more inequality. Foreseeing a long, difficult process, Greenwald's biggest concern is that government intervention will distract businesses from making this transition effectively—which means continuing to operate as efficiently as possible, downsizing when necessary—and so make the problems worse. And while business focuses on preserving its own efficiency and value, Greenwald urges governments to look for more cost‐effective ways—for example, expanded use in the U.S. of the Earned Income Tax Credit—to cushion workers from the consequences. Nobel laureate Edmund Phelps, while agreeing with much of Greenwald's analysis, has a different explanation of the U.S. productivity dilemma. Innovation is viewed as the primary driver of the prosperity of the advanced economies. Higher income and wealth matter less than job satisfaction, participation, and an array of non‐material “modern values” that have somehow been lost and that, for Phelps, are the key to restoring economic growth and “mass flourishing.”     

公司治理中的会计角色

近年来 ,上市公司的治理成为企业改革的又一个热点话题 ,其中 ,财务信息失真问题引起社会愈来愈多的关注 ,会计也成为人们非议的焦点。本文要厘清的是会计在公司治理中真正的角色和地位是什么 ,以便正确发挥会计在公司治理中的作用。本文认为 ,会计在公司治理中所扮演的角色为 :一方面 ,财务会计和审计作为一个信息系统 ,在减少信息的不对称方面起着重要的作用 ;另一方面 ,管理会计与内部审计为监督合约条款的实施 ,保障合约的有效运行也发挥着重要的作用。     

反洗钱视角下我国金融机构法人公司治理相关研究

近年来,金融行动特别工作组（FATF）倡导的＂风险为本的反洗钱工作方法＂已逐渐被大多数国家接受,如何引导金融机构＂从合规为本＂向＂以风险为导向＂反洗钱工作机制转变是当前我国反洗钱监管部门亟待解决首要问题。作者在充分借鉴公司治理基础理论前提下,对我国金融机构搭建有效的反洗钱风险控制体系进行了探索性研究,提出了指导性较强的工作建议。     

Boosting Foreign Investment: The Role of Certification of Corporate Governance

This paper studies the economic consequences of certification of corporate governance practices. For identification, we exploit a recent cross-country initiative by a coalition of key institutions in Southeast Asia; the periodic publication of a “Top List” of companies in the region selected based on an independent assessment of corporate governance practices. Our results suggest that being included in the list induces an increase in foreign investment and changes in corporate governance practices. The announcement of the Top List elicits a positive stock market response among constituents and is followed by higher accounting performance. Overall, the evidence suggests that the certification of governance practices is a meaningful tool to boost foreign investment.     

Multiple Large Shareholders and Financial Reporting Quality: Evidence from China

In this paper, we examine the effect of multiple large shareholders (MLS) on financial reporting quality. Using a sample of Chinese listed firms over the period 2007–2018, we find that firms with MLS tend to have lower financial reporting quality. Our findings are robust to an array of robustness tests, including controlling for possible omitted variables, a Heckman two-step sample selection model, and a difference-in-differences analysis based on a propensity score matched sample. We further show that the effect of MLS on financial reporting quality is attenuated for firms followed by more analysts, cross-listed on the Hong Kong Stock Exchange, and held by institutional blockholders. Finally, we find that agency problems appear to be the possible underlying mechanisms through which MLS lower financial reporting quality.     

Market Liquidity and Ambiguity: The Certification Role of Corporate Governance

We investigate how firm‐specific certification practices through corporate governance can reduce perceived ambiguity and thus enhance liquidity of a firm in the stock market. We show that better corporate governance helps reduce ambiguity. In addition, a reduction in ambiguity is significantly related to higher liquidity of firms. Our results are robust to alternative model specifications and measures of ambiguity, and remain statistically significant after controlling for other known determinants of ambiguity and liquidity. Our results shed light on how ambiguity can be moderated through firm‐level certification practices and on the channel through which a moderation of ambiguity affects shareholder wealth.     

The Corporate Governance Role of the Media: Evidence from Russia

We study the effect of media coverage on corporate governance by focusing on Russia in the period 1999 to 2002. We find that an investment fund's lobbying increases coverage of corporate governance violations in the Anglo-American press. We also find that coverage in the Anglo-American press increases the probability that a corporate governance violation is reversed. This effect is present even when we instrument coverage with an exogenous determinant, the fund's portfolio composition at the beginning of the period. The fund's strategy seems to work in part by impacting Russian companies' reputation abroad and in part by forcing regulators into action.     

以社区型金融机构为载体构建中国普惠制金融框架:从微观到宏观

在一般意义上,普惠制金融与农村金融和小额贷款构成了捆绑性概念。更为一般的定义是,普惠制金融涉及一切被金融市场挤出的融资需求。本文按照这一定义得出的基本结论如下:第一,普惠制金融是介于政策性金融与商业性金融之间的合作金融形式;第二,合作的边界决定了普惠制金融操作的社区性质;第三,由于正规银行体系的操作逻辑遵从内部评级和历史信用记录对借款人进行"定价",其结果必然构成挤出效应——相当一部分弱势主体实际上通过金融体系完成了向强势融资主体的资金提供;第四,被挤出的弱势融资主体不仅仅存在于农村金融领域,大量中等收入以下的城市居民和小企业亦事实上需要普惠制金融加以覆盖;第五,在中国,普惠制金融体系的构建必须且只能立足于金融增量改革。     

The Influence of Institutions on Corporate Governance through Private Negotiations: Evidence from TIAA-CREF

This paper analyzes the process of private negotiations between financial institutions and the companies they attempt to influence. It relies on a private database consisting of the correspondence between TIAA-CREF and 45 firms it contacted about governance issues between 1992 and 1996. This correspondence indicates that TIAA-CREF is able to reach agreements with targeted companies more than 95 percent of the time. In more than 70 percent of the cases, this agreement is reached without shareholders voting on the proposal. We verify independently that at least 87 percent of the targets subsequently took actions to comply with these agreements.     

The Role of Multiple Large Shareholders in the Choice of Debt Source

This paper examines the effect of multiple large shareholders (MLS) on debt choice. Using a sample of 654 French‐listed firms over the period 1998‐2013, we find that reliance on bank debt increases with the presence and voting power of MLS. This result is robust to endogeneity concerns and to several sensitivity tests. Moreover, we find that the effect of MLS on debt choice is more pronounced when agency problems between controlling and minority shareholders are more severe. Taken together, our results suggest that MLS reduce the controlling owner's incentive to avoid bank monitoring, leading to greater reliance on bank debt.