控制权的来源与本质:拓展、融合及深化

针对已有文献的认识不足,文章运用卢克斯的社会学权力分析成果,对控制权的主要来源及其权力本质进行了拓展性分析,形成了一个内含权力、权利与权威的融合性认识。在中国文化传统和控制性股东安排相互作用下,中国上市公司的实际控制权会逐步向企业家个人集中,并形成典型意义上的企业家控制权。这一认识应有助于深刻理解上市公司企业文化、公司治理的型塑过程,打开理论研究中通常被忽视的企业决策"黑箱",丰富现有的财务、会计理论,推动相关研究进入企业家特征与公司财务决策、会计信息质量、内部控制与公司价值等更加微观却更加核心的领域,进而架起企业家研究与财务、会计研究之间非常有趣但至今仍被漠视的理论桥梁。     

Ownership, managerial control and the governance of companies listed on the Brussels stock exchange

This paper examines how corporate control is exerted in companies listed on the Brussels Stock Exchange. There are several alternative corporate governance mechanisms which may play a role in disciplining poorly performing management: blockholders (holding companies, industrial companies, families and institutions), the market for partial control, debt policy, and board composition. Even if there is redundancy of substitute forms of discipline, some mechanisms may dominate. We find that top managerial turnover is strongly related to poor performance measured by stock returns, accounting earnings in relation to industry peers and dividend cuts and omissions. Tobit models reveal that there is little relation between ownership and managerial replacement, although industrial companies resort to disciplinary actions when performance is poor. When industrial companies increase their share stake or acquire a new stake in a poorly performing company, there is evidence of an increase in executive board turnover, which suggests a partial market for control. There is little relation between changes in ownership concentration held by institutions and holding companies, and disciplining. Still, high leverage and decreasing solvency and liquidity variables are also followed by increased disciplining, as are a high proportion of non-executive directors and the separation of the functions of CEO and chairman.     

RETHINKING RISK MANAGEMENT

This paper presents a theory of corporate risk management that attempts to go beyond the "variance-minimization" model that dominates most academic discussions of the subject. It argues that the primary goal of risk management is not to dampen swings in corporate cash flows or value, but rather to provide protection against the possibility of costly lower-tail outcomes –situations that would cause financial distress or make a company unable to carry out its investment strategy. (In the jargon of finance specialists, risk management can be viewed as the purchase of well-out-of-the-money put options designed to limit downside risk.)
By eliminating downside risk and reducing the expected costs of financial trouble, risk management can also help a company to achieve both its optimal capital structure and its optimal ownership structure. For, besides increasing corporate debt capacity, the reduction of downside risk also encourages larger equity stakes for managers by shielding their investments from "uncontrollables."
The paper also departs from standard finance theory in suggesting that some companies may have a comparative advantage in bearing certain financial market risks–an advantage that derives from information acquired through their normal business activities. Although such specialized information may lead some companies to take speculative positions in commodities or currencies, it is more likely to encourage "selective" hedging, a practice in which the risk manager's "view" of future price movements influences the percentage of the exposure that is hedged.
But, to the extent that such view-taking becomes an accepted part of a company's risk management program, it is important to evaluate managers' bets on a risk-adjusted basis and relative to the market. If risk managers want to behave like money managers, they should be evaluated like money managers.     

基于会计和治理信息的财务困境预测模型研究

本文以2005年上半年沪深两市中首次被ST的52家公司和52家非ST公司为研究对象，同时利用这些上市公司的会计信息和公司治理信息来构建财务困境预测模型。研究结果表明：（1）公司治理特征对公司陷入财务困境具有显著影响；（2）公司治理信息不能为财务信息所覆盖。一方面，说明公司治理结构对公司的财务安全具有重要影响，另一方面也说明今后在研究和构建财务困境预测模型时，不仅要考虑会计信息，还应考虑公司治理信息等，以构建出更为有效的预测模型。     

Management accounting: Are new techniques making in-roads with practitioners?

Despite numerous criticisms and the examples of specific companies changing to a particular technique, there are few empirical studies providing evidence of the status of management accounting practice. The primary purpose of this study was to examine trends in the adoption of the new managerial accounting techniques by manufacturing firms. Evidence of changes in the direction of managerial accounting would have significant future implication regarding the direction of management accounting education and of accounting theory. The results of this study indicate that new techniques are being adopted while traditional systems are being maintained, suggesting that a broadening of innovations in management accounting may require the development of a new and separate course dealing strictly with these innovative techniques in the transition to world-class manufacturing.     

Capital Allowances and the Incentive to Invest

In recent years many organisations have moved towards a total quality management (TQM) path in their quest for quality. Accounting researchers have become interested in understanding how accounting systems are implicated within a TQM environment. This paper reports on a case study of TQM adoption and changes in management accounting systems (MAS) within a New Zealand construction company. It evaluates organizational approaches to implement TQM as a strategic option and the subsequent change in MAS. The paper suggests that an organisation may initiate TQM practices to promote ‘institutional’ and ‘quality’ culture rather than for purely technical reasons. It also suggests that when an organisation adopts new management practices such as TQM, it may lead to changes in the organisation's internal control mechanisms, such as management accounting and reporting processes.     

Creating corporate advantage

What differentiates truly great corporate strategies from the merely adequate? How can executives at the corporate level create tangible advantage for their businesses that makes the whole more than the sum of the parts? This article presents a comprehensive framework for value creation in the multibusiness company. It addresses the most fundamental questions of corporate strategy: What businesses should a company be in? How should it coordinate activities across businesses? What role should the corporate office play? How should the corporation measure and control performance? Through detailed case studies of Tyco International, Sharp, the Newell Company, and Saatchi and Saatchi, the authors demonstrate that the answers to all those questions are driven largely by the nature of a company's special resources--its assets, skills, and capabilities. These range along a continuum from the highly specialized at one end to the very general at the other. A corporation's location on the continuum constrains the set of businesses it should compete in and limits its choices about the design of its organization. Applying the framework, the authors point out the common mistakes that result from misaligned corporate strategies. Companies mistakenly enter businesses based on similarities in products rather than the resources that contribute to competitive advantage in each business. Instead of tailoring organizational structures and systems to the needs of a particular strategy, they create plain-vanilla corporate offices and infrastructures. The company examples demonstrate that one size does not fit all. One can find great corporate strategies all along the continuum.     

The impact of blockchain related name changes on corporate performance

This paper examines the impact of blockchain and crypto-related name changes on corporate and financial performance of the corporations. We document several pieces of evidence suggesting that companies who partake in such “crypto-exuberant” naming practices become more volatile and offer substantial and persistent stock market premiums as a reward for their corporate identity change. However, the retroactive name changes harm firm's short-term profitability and have a dampening effect on financial leverage of the company. This paper advances the Dotcom effect literature by providing novel results on the changing traditional pathways of price discovery and information flows after the announcement of corporate name changes to blockchain-related names. The identified contagion channels display that crypto-exuberant companies become more susceptible to cryptocurrency markets, which should interest regulators and investors.     

Management accounting and corporate governance: An institutional interpretation of the agency problem

Challenging the dominant economic agency theory of corporate governance with a new discourse drawn from institutional theory, the paper analyses how management accounting is implicated in corporate governance. The proposed institutional theory of agency links the micro-institutions of the organization that are informed by the practices of management accounting with external institutional players and stakeholders. The paper identifies emerging narratives in which the management accounting profession has recognised a distinctive, post-Enron set of sensibilities. Although techniques drawn from strategic management accounting can be adapted to embed better corporate governance practices, the institutional theory of agency identifies tensions between the heroic CEO narrative and the routinization of strategy implicit in strategic management accounting.     

THE ROLE OF ACCOUNTING IN ORGANISATIONAL CHANGE: PROMOTING PERFORMANCE IMPROVEMENTS IN THE PRIVATISED UK WATER INDUSTRY

Privatisation has been one of the most important and controversial policy initiatives to emerge in the U.K. over the last decade. Yet despite its prominence, little so far is known about its impact on those centrally involved in its implementations: senior management. This paper will investigate the ways in which senior management within one of the major privatised industries, the Water Industry, have sought to give effect to the strategic change involved in the transformation of a public sector Water Authority into a private sector Water plc. Although the monopoly character of the supply of Water services has remained intact, managers in the new Water plcs have had to respond to new expectations and assessments of corporate performance from shareholders, investors and financial analysts; from customers; and from a new economic regulatory regime operated by the Director General of the Office of Water Services. The Director General, in addition to operating price controls, is committed to developing “yardstick” competition which will provide the opportunity to make comparative judgements about performance levels achieved by each of the new Water plcs. In pursuit of improvements in efficiency and profitability, senior managers have engineered a variety of restructurings of corporate organisation to give more focus to achieving new business objectives, and to move away from a public sector bureaucratic management style with its traditional tall-pyramid structure to flatter and less hierarchical management structures. Although many of the changes have been justified in terms of empowerment and providing more autonomy for local managers, the paper argues that the experience of change for these managers has largely consisted of being subjected to much greater accountability for their performance through greater emphasis on the achievement of financial targets, more systematic monitoring of performance, the introduction of individual performance appraisal, and performance-related pay. Central to this intensification of the scrutiny of performance have been changes in accounting information systems and how they are used. In examining how these changes have functioned in their organisational context, the paper seeks to contribute to an understanding of the role of accounting in processes of organisational change     

The Informational Effect of Corporate Lobbying Against Proposed Accounting Standards

Accounting standard setting has been described as a highly political process. Different interest groups are often quite ready to criticize any proposed accounting standard and lobby the accounting standard setting body. This study explores the possibility that certain information might be revealed through corporate lobbying behavior. A game-theoretic model is formulated to examine the implications of a proposed accounting standard which, if passed, would require the financial statement recording of some previously undisclosed liabilities. In this model, management has incentive to lobby against the standard and prevent the mandatory reporting of the liabilities. Lobbying against the standard, however, may itself reveal to the market information about the liabilities. Results of the equilibrium analysis show that, because of this informational effect, a company may choose not to lobby even though the company may have a high liability and can be adversely affected by the proposed standard. On the other hand, a company may avoid revealing its liability level if it can adopt the "always-lobby" strategy. Furthermore, a company may not have to lobby at all if it can "free-ride" on other companies' lobbying effort. Companies may even be able to enjoy "free-riding" at least some of the time if each company can share the responsibilities and lobby on a probabilistic and what otherwise may seem like a random basis.     

Expensing options solves nothing

The use of stock options for executive compensation has become a lightning rod for public anger, and it's easy to see why. Many top executives grew hugely rich on the back of the gains they made on their options, profits they've been able to keep even as the value they were supposed to create disappeared. The supposed scam works like this: Current accounting regulations let companies ignore the cost of option grants on their income statements, so they can award valuable option packages without affecting reported earnings. Not charging the cost of the grants supposedly leads to overstated earnings, which purportedly translate into unrealistically high share prices, permitting top executives to realize big gains when they exercise their options. If an accounting anomaly is the problem, then the solution seems obvious: Write off executive share options against the current year's revenues. The trouble is, Sahlman writes, expensing option grants won't give us a more accurate view of earnings, won't add any information not already included in the financial statements, and won't even lead to equal treatment of different forms of executive pay. Far worse, expensing evades the real issue, which is whether compensation (options and other-wise) does what it's supposed to do--namely, help a company recruit, retain, and provide the right people with appropriate performance incentives. Any performance-based compensation system has the potential to encourage cheating. Only ethical management, sensible governance, adequate internal control systems, and comprehensive disclosure will save the investor from disaster. If, Sahlman warns, we pass laws that require the expensing of options, thinking that's fixed the fundamental flaws in corporate America's accounting, we will have missed a golden opportunity to focus on the much more extensive defects in the present system.     

The Effect of the Mandatory Adoption of Corporate Governance Mechanisms on Executive Compensation

This study investigates empirically the effect of corporate governance principles on executive compensation and firm performance prior to and after the adoption of the first Greek Law on corporate governance. Prior to the adoption of the law, managers were not compensated in line with their performance. Since its introduction, a significant link has been observed between executive compensation and company performance as measured by accounting measures of performance. Following the adoption of corporate governance principles by law, the main mechanism that controls executive compensation is the election of independent non-executive board members. The results are robust to alternative accounting measures of performance.     

基于价值的管理与公司理财创新

本文从基于价值管理理念出发,引出了现代公司发展的基础与导向是资本增值的主题。在此基础上,将会计报告、财务分析、资本经营和管理控制融入公司理财之中,形成创新的公司理财体系框架:以资本增值为公司目标和财务目标,以基于价值管理为公司理财导向,以会计报告与财务分析为理财基础,以处理与投资界的关系、评估战略以创造价值和借助全面绩效管理创造价值为理财领域,以资本经营与管理控制为理财两翼。文章论述了基于价值的公司理财创新与会计报告、财务分析、资本经营及管理控制的关系,明确它们在公司理财创新中的地位与作用。     

Bringing customers into the boardroom

Misguided marketing strategies have destroyed more shareholder value than shoddy accounting or shady fiscal practices. Yet marketing functions typically reside deep in the organization, far from the executive suite and boardroom, and they are often poorly aligned with corporate strategy. Boards of directors, it would seem, have compelling reasons to monitor their companies' marketing activities. The authors argue that boards lack a clear understanding of how their companies are meeting customers' needs and how their marketing strategies drive (or often fail to drive) top-line growth. To help remedy that problem, they've devised a "marketing dashboard," a series of management reports that could give the board this critical knowledge. The dashboard has three parts, each of which the board should review regularly. The first part tracks the company's main business drivers--those business conditions that, when manipulated or otherwise changed, will directly and predictably affect the company's performance. The second part describes the specific innovations in a pipeline of growth ideas that will allow the company to reach its short- and long-term revenue goals. And the third part provides an overview of the company's marketing skill set so the board can determine not only if the company has enough marketing talent but also if it has the right marketing talent. Unlike isolated measures of marketing performance that are often insufficient, irrelevant, or misleading, the dashboard allows the board to quickly and routinely assess the effectiveness of its company's marketing strategies. Armed with a clear understanding of marketing's role and performance, the board can expose inadequate marketing campaigns, direct management to address the problem, and monitor progress.     

谁能免予薪酬惩罚?——基于ST公司的研究

本文以我国A股410个ST上市公司为样本,侧重从业绩信息的异质性和管理层权力两个方面,研究我国上市公司高管免于薪酬惩罚问题。研究发现:业绩信息异质性越强,管理层权力越大的ST公司高管越有可能免予薪酬惩罚。同时发现短期负债是上市公司高管不能免于薪酬惩罚的重要因素,而开董事会次数越多越能免予薪酬惩罚。本文研究结论证明了最优契约受业绩信息异质性和管理层权力影响,具体而言国有企业主要受管理层权力影响,非国有企业主要受业绩信息异质性影响。     

中国内部控制的社会认同度研究

严格严密的内部控制制度是现代公司治理实现其基本目标的前提条件。对经营权的有效控制并使之与股东利益保持动态一致,只有在内部控制制度的全力保障下,才有可能成为现实。一个社会对公司治理、一个公司对自身治理的关注和重视程度,直接体现在其对公司内部控制制度的关注和重视上。本文从法律法规的制定、公司自身、会计师事务所和投资者四个角度考察了中国社会对内部控制的关注程度,借以对中国公司治理认同度问题做出大致判断。基于对内部控制关注程度的研究发现,公司治理在我国仍缺乏应有的认同,从而使得公司治理在我国的实践中可能只是一种徒具驱壳而缺乏实质内容和实在效果的时髦理论。     

The social construction of management control systems

The management accounting literature borrows heavily and uncritically from neo-classical economics and its intellectual affiliates in organization theory. We review this theoretical legacy and offer an alternative, dialectical approach. This alternative theoretical structure addresses many of the deficiencies found in the existing literature by incorporating inter-organizational and social conflict, and by recognizing the social origins and social consequences of corporate control systems. A socio-historical study of General Motors' strategies of internationalization — spanning some 60 years — is used to illustrate the implications of the alternative approach for management accounting and organization theory.     

A Bangladesh soap opera: privatisation, accounting, and regimes of control in a less developed country

This paper reports an intensive case study of a soap manufacturing company in Bangladesh that was nationalised upon Bangladesh's independence in 1971 and privatised in 1993. Theoretically it is informed by Burawoy's contributions to labour process theory, especially how the consent of labour is manufactured through internal states, internal labour markets and games, and how regimes of control in less developed ex-colonial countries are transformed by state and production politics. How the role of accounting systems may shape and be shaped by these processes is traced. Nationalisation brought state attempts to manufacture consent by the methods described in Burawoy's depiction of hegemonic regimes. However, idealistic attempts to secure accountability, rational planning and control, and consent through bureaucratic means were subverted and transformed into a regime of political hegemony. Here control was secured by political interventions, often at the behest of trade unions, for party political rather than commercial ends. Detailed systems of accounting for control and accountability were maintained but became marginal, ritualistic, and de-coupled from operations. Privatisation brought changes consistent with Burawoy's prediction of coercive controls within a new despotic regime. New owners destroyed the internal state and internal labour markets and, following widespread redundancies, most workers were hired through internal subcontracting. The changes heightened worker divisions and rendered workers powerless to resist. Gaming was observed but this relieved the pressures of work intensification and proved functional to management. Significant changes to accounting controls were made. External reporting ceased in violation of legal requirements — financial accounting became the preserve of the owning family and was beset with irregularities. Budgets became more market oriented and were transmitted downwards in a physical form to reinforce coercive pressures upon managers and thence the shop floor. The paper concludes by relating the findings to a revised model of transformation of control regimes in Bangladesh