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The paper evaluates the characteristics of corporate boards associated with layoff decisions using a large sample of UK firms suffering performance declines over the period 1994–2003. The results show that firms are less likely to respond to performance declines with employee layoffs when they have large boards. Further analysis shows that layoff decisions are positively associated with the proportion of outside directors and directors’ remuneration. The findings provide some support to the recommendations of the Cadbury Report (1992) and Higgs Review (2003) on the importance of the structure and composition of board of directors in the corporate governance process.  相似文献   

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Books reviewed: Mary A. O’Sullivan, Contests for Corporate Control – corporate governance and economic performance in the United States and Germany Cosmo Graham, Regulating Public Utilities: A Constitutional Approach  相似文献   

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The literature on employee (moral) rights has been limited to workplace human rights. This essay focuses on Employee Moral Rights defined as the moral claims individuals are entitled to due to their role as employees. Noting they make significant (although implicit) financial investments in the firm they work for, this essay argues dedicated employees should be treated as financial investors, which implies dedicated employees have the moral right to (1) be treated as every other financial investor; (2) share in the firm’s profits; (3) timely, accurate, and sufficient disclosure of significant information; (4) protection from senior managers’ abusive self-dealing; and (5) mechanisms to protect their financial investment including fair severance payments and effective pension protection.
Edilberto F. MontemayorEmail:
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The potential influence of groups of large shareholders was identified in the 1930s when Berle and Means (1932) highlighted the impact of the separation of ownership and control in corporations. Over sixty years later, institutional investors own large portions of equity in many companies across the world, and play a key role in the corporate governance arena. Corporate governance is defined in the Cadbury Report (1992) as “the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place”. In order to help satisfy this role, institutional shareholders engage in regular dialogue with companies; they also have the right to vote at companies’ annual general meetings. However evidence (Mallin 1995, 1996; PIRC 1998, 1999) shows that there is a much lower level of voting by institutional investors in the UK than might be expected. In the UK, the existing proxy voting system is generally viewed as slow and overly‐complicated with many players in the chain and with little flexibility. By comparison, the US has, for a number of years, had in place state and federal legislation to allow proxy votes to be cast using modern media. Corporations have changed their articles as appropriate to take advantage of these revisions, and to enable them to be enacted in their own corporations. Legislation making similar provisions was also enacted in Australia in 1998. Increasingly it is seen as desirable, and eminently sensible, for the UK to follow suit (NAPF Inquiry, 1999). This paper discusses the concept of the vote being a “fiduciary duty”, and compares the voting systems in several countries, including the UK, US, Australia, and Germany. The emerging trends in the area are discussed and the development of voting in the next millennium explored.  相似文献   

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The voice‐exit paradigm continues to serve as the framework for debating key issues in UK corporate governance. That paradigm, however, has become an anachronism with the recent changes in the scale and organisational structure of the UK asset management industry. As a result of these changes the “holding” and the “selling” of shares tend to be mutually inclusive rather than exclusive acts, and the capital market's corporate governance role is now exercised more through the gravitational pull of equity trading than through the medium of hostile takeovers. If the new realities are to be correctly appraised and factored into the corporate governance codes of conduct, the voice‐exit paradigm has to be abandoned in favour of an alternative framework that is attuned to these realities. The aim of this paper is to help develop such a framework.  相似文献   

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In this article, we review recent archival research (66 studies) on the influence of institutional ownership (IO) heterogeneity on corporate sustainability. Relying on an agency-theoretical framework, we differentiate between various types of IO and their nature. We found that most prior research concentrates on the impact of IO heterogeneity on corporate sustainability performance. Long-term, sustainable, and foreign IO leads to better ESG/CSR outputs. Based on the business case argument for corporate sustainability, long-term institutional investors moderate the positive link between corporate sustainability and future financial performance. We provide useful recommendations for future research by focusing on endogeneity concerns as methodological challenges and content-related proposals for future research designs.  相似文献   

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《上市公司治理准则》自2002年颁布实施至今,已滞后中国资本市场与国外公司治理规则发展。2018年9月30日证监会发布了新修订的《上市公司治理准则》。新《准则》既在加强党的领导和党的建设等方面凸显新时代公司治理的中国情境,又在机构投资者参与公司治理等方面体现了新时代公司治理的国际接轨。本文在梳理国内外公司治理规则的最新动态基础上,分析其变化并提出对策建议,以期提升新时代上市公司治理质量,实现资本市场稳定发展。  相似文献   

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选取2006—2014年度沪深A股8972个公司年度数据作为样本,对机构投资者、会计稳健性与企业投资效率三者之间的关系进行研究,结果表明:会计稳健性显著地改善了企业投资效率;相比于交易型机构投资者,稳定型机构投资者促进会计稳健性改善企业投资效率的功效更强。研究结论验证了会计稳健性改善企业投资效率的定价与治理功能的对称性,并证实了机构投资者促进会计稳健性,进而改善企业投资效率的定价与治理功能的观点。  相似文献   

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以2012—2018年创业板上市公司数据为研究样本,从机构投资者影响公司治理内在机制的角度出发,探究了机构持股、创新投入与企业绩效之间的关系以及创新投入在机构投资者影响企业绩效过程中的中介效应。研究发现,机构投资者持股能够有效提升企业绩效,创新投入在两者之间发挥了不完全中介作用,即机构投资者对企业绩效的改善作用部分是通过促进创新投入来实现的。进一步研究发现,与交易型机构投资者相比,稳定型机构投资者参与公司生产经营决策的积极性更高,对创新投入和企业绩效的影响更显著。  相似文献   

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This paper argues that key differences between the UK and the US in the importance ascribed to a company's social responsibilities (CSR) reflect differences in the corporate governance arrangements in these two countries. Specifically, we analyse the role of a salient type of owner in the UK and the US, institutional investors, in emphasising firm‐level CSR actions. We explore differences between institutional investors in the UK and the US concerning CSR, and draw on a model of instrumental, relational and moral motives to explore why institutional investors in the UK are becoming concerned with firms’ social and environmental actions. We conclude with some suggestions for future research in this area.  相似文献   

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文章通过模型证明大投资者(Blockholders)与个人投资者相比对上市公司实施更多的监督,并且大投资者的监督行为能够增加企业价值;但模型也表明机构投资者是否实施监督及其为企业带来的价值增量取决于监督的成本和收益。文章利用中国资本市场的机构投资者数据,检验了理论模型的四个基本结论。结果表明:机构投资者比个人投资者更积极地监督上市公司,并有助于提高企业价值;政府干预(用上市公司最终控制人为政府代表)减少了机构投资者监督的收益,降低了机构投资者对企业价值所起到的正面作用,削弱了机构投资者监督的积极性。研究结论表明,发展机构投资者有助于改善上市公司的治理水平,提升企业价值;但是政府干预限制了机构投资者的积极公司治理作用。  相似文献   

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Corporate governance (CG) research has typically been studied from rather disparate disciplinary approaches, thereby offering myopic and often conflicting rationales. We develop an institutional configurational approach to integrate this ‘siloed’ field and explain CG patterns around the world. To do so, we draw on an inductive, theory‐building methodology based on fuzzy‐set logic to uncover the configurations across institutional actor‐centred domains and their impact on CG patterns. Empirically, we explore the necessary and sufficient causal conditions leading to different features of codes of good governance across 32 OECD countries. We generate propositions linking configurational institutional domains to code features. Our results show that a single institutional domain by itself is not sufficient to explain CG outcomes, and that these domains need to be considered in conjunction, leading, in turn, to the identification of four distinct configurational governance prototypes. Our study offers a comprehensive account of drivers of cross‐national differences in CG and yields useful insights for managing and regulating governance.  相似文献   

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Given current debates on the future direction of bank regulatory design, the objective of this paper is to raise awareness of a new and potentially significant tool in the corporate governance of banks. Public policy proposals to improve the nature of bank regulation through private‐sector solutions and, in particular, mandatory subordinated debt market discipline provide such an opportunity. This paper argues that apart from creating an additional class of bank stakeholder whose interests align with the risk‐reduction objectives of the regulatory authorities, a suitable mandatory subordinated debt policy (MSDP) could also provide a new and meaningful voice in the corporate governance of banks.  相似文献   

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Developing an effective corporate governance system is key to Russia's future. Russia is now at a crossroads as it decides to either continue pursuing the Anglo‐American form of governance with its emphasis on external market controls, or turn to a more Western European model with its emphasis on internal controls, or some combination of the two. To make these challenges more tangible and bring them into sharper focus, we discuss some of the governance challenges facing four bellwether Russian firms – Gazprom, Sberbank, Wimm‐Bill‐Dann and Mobile TeleSystems. We conclude with a discussion of the key institutional forces that will heavily influence the path taken by Russia in the future, along with predictions for the future.  相似文献   

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以2001—2012年沪深两市A股上市公司为研究对象,考察了机构投资者异质性对企业绩效的影响。研究发现,机构投资者能显著提高企业绩效。进一步将机构投资者划分为稳定型与交易型机构投资者后,发现与交易型机构投资者相比,稳定型机构投资者对企业绩效的影响更加显著。研究结果表明机构投资者尤其是稳定型机构投资者发挥了监督作用,能有效地缓解代理冲突,降低信息不对称程度,有利于企业绩效的提升。  相似文献   

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This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, average employee tenure and industrial relations (IR) climate, as well as a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labour unions than the shareholder orientation did.  相似文献   

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