When managers bypass shareholder approval of board appointments: Evidence from the private security market

This paper investigates the influence of managerial entrenchment on private placements by examining the firm's decision to appoint representatives of the private investors to the board without shareholder approval. By analyzing a sample of U.S. firms that appoint directors in combination with private offerings between 1995 and 2000, we find that firms with greater managerial entrenchment are more likely to bypass shareholder approval. Firms that bypass shareholders are less likely to appoint independent directors or to elect one of these directors as chairman. We also show that the market reacts more positively to the private offering announcement when the firm submits its board candidates for shareholder approval. Further, firms that bypass approval underperform compared to firms that obtain it. Overall our findings suggest that managers avoid shareholder approval to perpetuate entrenchment.     

The impact of board composition and family ownership on audit committee formation: Evidence from Hong Kong

This study investigates empirically the relationship between three major corporate governance attributes (family shareholding, non-executive directors and independent chairman) and the existence of audit committees across a sample of 397 publicly traded firms in Hong Kong. The results show that at a medium level of family shareholding (between 5% and 25%), the convergence-of-interest effect is dominant and the existence of audit committees decreases. At a high level of family shareholding (more than 25%), the entrenchment effect is dominant and as a result, the existence of audit committees increases. In addition, we show that the response of investors to audit committee existence is not dependent upon family shareholding when there is an independent chairman. The findings of our study also suggest that there is a positive association between the proportion of independent non-executive directors on the corporate board and audit committee existence. In addition, the results show that the positive association between independent non-executive directors is stronger for firms with an independent chairman. Implications of these findings for regulators are discussed.     

产品市场竞争、董事会治理与上市公司信息披露质量

以我国627家上市公司为样本,通过实证研究发现董事会规模、内部董事比例、两职分离状况的系数有利于提高企业的信息披露质量;独立董事比例以及董事会会议召开次数对信息披露质量的提高没有影响。在高竞争度的样本内,企业的内部董事比例、董事会会议召开次数与信息披露质量存在一定的显著性,董事会规模、独立董事比例、两职分离状况的系数与信息披露质量均表现出关系不显著的特征,这说明产品市场竞争与董事会治理机制之间为替代关系;而在低产品市场竞争度样本回归中,董事会治理五个特征变量与市场披露的相关系数与全样本基本一致。     

CORPORATE GOVERNANCE AND CAPITAL STRUCTURE DYNAMICS: AN EMPIRICAL STUDY

Consistent with theoretical predictions, we find that both a higher level of financial leverage and a faster speed of adjustment of leverage toward the shareholders' desired level are associated with better corporate governance quality as defined by a more independent board featuring CEO–chairman separation and greater presence of outside directors, coupled with larger institutional shareholding. In contrast, managerial incentive compensation on average discourages use of debt or adjustments toward the shareholders' desired level, consistent with its entrenchment effect. The effect of corporate governance on leverage adjustments is most pronounced when initial leverage is between the manager's desired level and the shareholders' desired level where the interests of managers and shareholders conflict.     

地方政府干预、境外战略投资者引入与城市商业银行治理

本文以8家城市商业银行的42份年报作为研究样本,利用主元分析法实证研究了地方政府和境外战略投资者对城市商业银行公司治理的影响,及其作用于城市商业银行的具体机制。研究结果表明,地方政府对城市商业银行治理产生了负面影响,境外战略投资者在一定程度上抑制了地方政府对城市商业银行的干预,促进了城市商业银行治理的改善。为了提升城市商业银行公司治理水平,本文建议地方政府进一步退出城市商业银行,取消城市商业银行中境外战略投资者持股比例监管限制,鼓励外资派驻更多的董事和高管实质性参与城市商业银行的经营管理。     

A new compact for owners and directors. The Working Group on Corporate Governance

The virtual demise of hostile takeovers and leveraged buyouts has not cooled the tensions over corporate governance. In congressional hearings, at annual meetings, and in proxy contests splashed across the business pages, senior executives and powerful shareholders continue to confront each other. The basic issues remain remarkably consistent. When do investors' legitimate needs for returns translate into destructive pressures on long-term corporate prosperity? What kinds of accountability do top managers owe shareholders in terms of strategic consultation and disclosure? What is the precise role of the board of directors as a management monitor and shareholder representative? More than a year ago, a working group of distinguished lawyers representing large public companies and leading institutional investors began a series of meetings to cut through the rancor. Their goal was to reach common ground on a set of principles that reconciles the tensions between owners and managers. Recently, the group agreed on a statement that all eight members endorsed. The statement, "A New Charter for Owners and Managers," deserves wide readership, scrutiny, and commentary. HBR is pleased the working group chose it as the exclusive forum to release its statement.     

徐曙光 董事长专业户的成功法则

他曾连续成功创业,并跨越不同的国家、涉足不同的领域。他正是董事长专业户徐曙光。     

Impact of foreign directors on board meeting frequency

We find that UK firms are increasingly having fewer board meetings mainly because of the significant increase in the proportion of foreign non-executive directors on the board. The combination of low meeting frequency and the presence of foreign non-executive directors is correlated with lower total shareholder returns and increases the agency conflicts through excess compensation of the CEO and chairman, which are not related to firm value creation. Our results suggest that a trade-off between increased board diversity coupled with reduced monitoring through fewer meetings, weakens the internal governance mechanism, reduces the advisory role benefits of foreign non-executive directors who are likely to possess international expertise, and significantly exacerbate agency conflicts.     

独立董监之适任性、影响力与新上市柜公司初期评价之关系

台湾新上市柜(IPO)公司自2002年2月19日起须依照“上市上柜审查条例”设置二席以上独立董事和一席以上独立监察人,集团企业与总经理兼任董事长职务之公司依规定尚应聘任较多之席次。本研究探讨独立董监之适任性、影响力与IPO公司初期评价间之关系。实证结果指出,独立董事具执业会计师资格、曾担任上市柜公司的董事长、总经理或副总经理,以及相对于最终控制者之董事席次比率愈大,市场解读为适任性佳,愈具有影响力,对承销价制定、投资人初期评价有正向之作用。就独立监察人而言,并束发现独立监察人专业背景对IPO初期评价具攸关性。     

Top Management Compensation and the Structure of the Board of Directors in Commercial Banks

We examine the relationship between top management compensationand the structure of the board of directors for a sample ofcommercial banks. We find that boards with more reputable outsidedirectors compensate managers more heavily with long-term incentives(stock and stock options) than with cash (salary and bonus).We also find a significant positive correlation between thefuture performance of our sample banks and the proportion oftheir managers’ compensation in the form of long-termincentives. Taken together, these results suggest that boardswith highly reputed outside directors are more effective inproviding managers with the appropriate incentives and thusensuring better future firm performance. Another indicationof the effectiveness of these boards is our finding that theycompensate managers more heavily with long-term incentives (insteadof cash) when these managers are more entrenched. We also findvery little evidence of mutually beneficial back-scratchingor collusion between outside directors and senior managers whensetting management compensation. But boards with long-servingoutside directors are less effective in creating appropriatemanagement incentives.     

上市公司董事会特征与违规行为

上市公司独立董事的规模、董事会规模和董事会成员的报酬对于上市公司的违规行为起着显著的约束作用。董事长与总经理两职部分分离的治理形式,并不是影响上市公司违规行为的重要因素。改变中国上市公司的"一股独大"的股权结构,规避中国上市公司违规行为现状而言,更为重要。应该适当增加董事的持股比例,这样才能充分激励董事了解和监督公司运营,从而约束管理层的违规行为。     

Board independence,internal information environment and voluntary disclosure of auditors’ reports on internal controls

When there is high information asymmetry between directors and managers, independent directors do not have enough information to perform their functions. Only when faced with a good internal information environment can such directors acquire enough information to provide advice and monitor managers, and only under these conditions can increasing their proportion on the board effectively reduce agency problems, such as driving managers to disclose information to investors. Using a sample of Chinese listed firms that voluntarily disclose their auditors’ reports on internal controls from 2007 to 2009, this study explores how the information acquisition costs of independent directors affect their monitoring effectiveness by investigating the disclosure decisions of their internal control audits. We find that when the information asymmetry between insiders and outside directors is low and the proportion of independent directors on a board is high, a firm is more likely to voluntarily disclose its internal control audit report.     

Ownership structure,board composition and the adoption of charter takeover procedures

This paper examines the takeover charter amendments made by 128 firms listed on the New Zealand Stock Exchange. By December 31, 1995, firms were to have adopted one of three charter amendments that varied the timing and content of information required to be provided in takeover bids. The results show that after controlling for the probability of takeover and firm size, unaffiliated directors, representing blockholders, are associated with a less restrictive takeover amendment. We also find evidence that equity owned and controlled by executive and affiliated directors is related to the choice of takeover amendment. We find no relation between the choice of takeover amendment and the level of institutional shareholding, the proportion of public directors or the joint role of CEO and board chairman.     

Top Management Compensation and the Structure of the Board of Directors in Commercial Banks

We examine the relationship between top management compensation and thestructure of the board of directors for a sample of commercial banks. Wefind that boards with more reputable outside directors compensate managersmore heavily with long-term incentives (stock and stock options) than withcash (salary and bonus). We also find a significant positive correlationbetween the future performance of our sample banks and the proportion oftheir managers' compensation in the form of long-term incentives. Taken together, these results suggest that boards with highly reputed outsidedirectors are more effective in providing managers with the appropriateincentives and thus ensuring better future firm performance. Anotherindication of the effectiveness of these boards is our finding that theycompensate managers more heavily with long-term incentives (instead ofcash) when these managers are more entrenched. We also find very little evidence of mutually beneficial back-scratching or collusion betweenoutside directors and senior managers when setting management compensation.But boards with long-serving outside directors are less effective increating appropriate management incentives.     

产品市场竞争、董事会结构与公司绩效——基于中国上市公司的实证分析

本文采用沪、深两市10大行业共计525个样本公司数据,对处于不同竞争度的产品市场的上市公司,就其董事会规模、独立董事比例、总经理与董事长是否两职合一与公司绩效间关系进行实证检验。结果表明:在不同竞争度的产品市场中,董事会发挥的治理功能也不相同。在产品市场竞争度低的行业中,由于外部市场监管不便或不利,客观上需要董事会发挥其应有的监管作用;而在产品市场竞争度高的行业中,市场能够起到较好的监督作用,董事会仅起到一定的辅助监管作用。从我国的实际情况来看,产品市场竞争度有待进一步提高,强化董事会的监管作用有利于完善公司治理,提高公司绩效。     

商业银行董事会治理：特征与绩效——基于美国银行业的实证研究

本文以1996—2005年间美国43家商业银行为样本,实证分析了商业银行董事会治理的特征及其对绩效的影响。研究表明:平均而言,商业银行董事会的规模略大于非金融性企业的这一指标,且外部董事的比例较高;董事会规模与银行绩效之间存在非线性的倒U型曲线关系,但外部董事的比例对银行绩效的影响不显著;董事长与总经理两职合一、董事会次级委员会的数量、外部董事拥有的董事席位数均与银行绩效显著负相关;董事会会议频率对当年度银行绩效的影响不显著,但与前一会计年度的绩效之间存在显著的负相关关系;董事持股比例与银行绩效之间存在非线性的关系,而总经理任职年限对银行绩效的影响不显著。     

董事会特征与财务舞弊——来自中国上市公司的经验证据

本文以2003～2007年间我国上市公司为研究对象,系统考察了董事会特征对财务舞弊的影响,结果表明:董事会规模与财务舞弊呈"U"型关系;董事会持股比例与财务舞弊显著正相关;公司领导权结构和董事会稳定性与财务舞弊负相关;董事会会议频度对财务舞弊的抑制作用在逐步加强;独立董事比例和审计委员会与财务舞弊不存在相关性。据此提出了政策建议。     

Capital disadvantage: America's failing capital investment system

The U.S. system of allocating investment capital is failing, putting American companies at a serious disadvantage and threatening the long-term growth of the nation's economy. The problem, says Michael Porter, goes beyond the usual formulation of the issue: accusations of "short-termism" by U.S. managers, ineffective corporate governance by directors, or a high cost of capital. The problem involves the external capital allocation system by which capital is provided to companies, as well as the system by which companies allocate capital internally. America's system is marked by fluid capital and a financial focus. Other countries--notably Japan and Germany--have systems with dedicated capital and a focus on corporate position. In global competition, where investment increasingly determines a company's capacity to upgrade and innovate, the U.S. system does not measure up. These conclusions come out of a two-year research project sponsored by the Harvard Business School and the Council on Competitiveness. Porter recommends five far-reaching reforms to make the U.S. system superior to Japan's and Germany's: 1. Improve the present macroeconomic environment. 2. Expand true ownership throughout the system so that directors, managers, employees, and even customers and suppliers hold positions as owners. 3. Align the goals of capital providers, corporations, directors, managers, employees, customers, suppliers, and society. 4. Improve the information used in decision making. 5. Foster more productive modes of interaction and influence among capital providers, corporations, and business units.     

中小银行机构公司治理机制的替代效应

本文利用对山东省中小商业银行机构的调查数据,考察了金融机构各种监督机制之间的替代效应.笔者分别通过构建一个线性模型和一个Probit模型来对外部董事、管理层持股、董事长/总经理两职分离、大股东和监管机构这五种监督机制的替代效应进行研究,并对这些变量作了统计分析.通过回归结果,笔者发现在两种外部监督机制之间存在显著的替代效应,内部监督机制中的外部董事比例与外部监督机制之间也存在替代效应,但是其他两个内部监督机制并没有表现出这种效应,而内部监督机制之间则存在显著的互补效应.     

Knowing a winning business idea when you see one

Identifying which business ideas have real commercial potential is fraught with uncertainty, and even the most admired companies have stumbled. It's not as if they don't know what the challenges of innovation are. A new product has to offer customers exceptional utility at an attractive price, and the company must be able to deliver it at a tidy profit. But the uncertainties surrounding innovation are so great that even the most insightful managers have a hard time evaluating the commercial readiness of new business ideas. In this article, W. Chan Kim and Renée Mauborgne introduce three tools that managers can use to help strip away some of that uncertainty. The first tool, "the buyer utility map," indicates how likely it is that customers will be attracted to a new business idea. The second, "the price corridor of the mass," identifies what price will unlock the greatest number of customers. And the third tool, "the business model guide," offers a framework for figuring out whether and how a company can profitably deliver the new idea at the targeted price. Applying the tools, though, is not the end of the story. Many innovations have to overcome adoption hurdles--strong resistance from stakeholders inside and outside the company. Often overlooked in the planning process, adoption hurdles can make or break the commercial viability of even the most powerful new ideas. The authors conclude by discussing how managers can head off negative reactions from stakeholders.