大股东控制、投资者保护与公司治理

本文旨在提供一个对大股东控制下的公司治理实践差异的理论解释。在缺乏有效保护中小股东利益的外部法律,并且存在政府对证券市场发展托市行为的基础上,较低的公司治理绩效和证券市场的表面繁荣可以共存。公司治理模式选择的方向不在于公司股权的分散化,而在于政府改变对证券市场发展的特殊偏好。     

Investor Protection and Corporate Governance: Evidence from Worldwide CEO Turnover

Recent research asserts that an essential feature of good corporate governance is strong investor protection, where investor protection is defined as the extent of the laws that protect investors' rights and the strength of the legal institutions that facilitate law enforcement. The purpose of this study is to test this assertion by investigating whether these measures of investor protection are associated with an important role of good corporate governance: identifying and terminating poorly performing CEOs. Our tests indicate that strong law enforcement institutions significantly improve the association between CEO turnover and poor performance, whereas extensive investor protection laws do not. In addition, we find that in countries with strong law enforcement, CEO turnover is more likely to be associated with poor stock returns when stock prices are more informative. Finding that strong law enforcement institutions are associated with improved CEO turnover‐performance sensitivity is consistent with good corporate governance requiring law enforcement institutions capable of protecting shareholders' property rights (i.e., protecting shareholders from expropriation by insiders). Finding that investor  protection laws are not associated with improved CEO turnover‐performance sensitivity is open to several explanations. For example, investor protection laws may not be as important as strong law enforcement in fostering good governance, the set of laws we examine may not be the set that are most important in promoting good governance, or measurement error in our surrogate for extensive investor protection laws may reduce the power of our test of this variable.     

Corporate Governance and Investor Reaction to Reported Earnings: An Exploratory Study of Listed Chinese Companies

This study explores the determinants of listed Chinese companies’ governance practices. It also examines how these companies’ governance practices affect domestic investors’ reaction to their earnings reports. Using publicly disclosed financial information and data directly collected from 148 domestically listed Chinese companies, the findings are consistent with investors in these companies basing their valuation decisions, at least in part, on these companies’ earnings reports. This is indicated by the significant relationship between “unexpected” earnings and cumulative abnormal returns. However, the hypothesized effects of governance practice/choice are, on the whole, not supported. There also is no systematic relation between governance choice and ownership structure. We interpret these findings to imply that in the Chinese securities market, the institutional factors and infrastructure (e.g., legal liability, information intermediation, market for managers, and takeovers) are not yet sufficiently developed to permit individual domestic investors to exert significant influence via their actions in the capital markets.     

Comply or Explain: Investor Protection Through the Italian Corporate Governance Code

Nearly 86% of listed Italian companies now claim to be in formal compliance with the provisions of the Italian Corporate Governance Code, which, like many codes in EU countries, give companies the option to either comply or explain their decision not to do so. But in the wake of the recent financial crisis, the effectiveness of such self‐regulatory corporate governance codes has been subjected to increasing skepticism. In particular, critics wonder whether such governance codes actually encourage the adoption of best practices and promote better governance. This article presents a governance indicator (CoRe) devised by the authors that attempts to assess the actual, or effective, levels of compliance with the Italian Corporate Governance Code in terms of listed companies' procedures for dealing with related party transactions (RPTs). The authors report that the companies' level of effective compliance with regard to RPTs is considerably lower than their publicly reported levels of formal compliance. The authors also report that higher levels of effective compliance tend to be found in companies where (1) minority shareholders have appointed one or more directors; (2) independent directors serve on important committees; and (3) there are significant holdings by institutional investors—particularly foreign investors—who participate in general shareholder meetings.     

A South African Success Story: Excellence in the Corporate Use of Capital and Its Social Benefits

South African companies have made great progress in improving corporate profitability since the nation became a full democracy in 1994. Using the “Cash Flow Return on Investment” (CFROI) method, the authors demonstrate that South African listed companies have been generating world‐beating levels of inflation‐adjusted return on capital over the past decade. But not all parts of the South African economy have benefited from this corporate success. Despite the impressive corporate returns, economic growth remains lackluster, constrained by confused labor and government policies. The authors recommend that South African policy makers aim to minimize uncertainty for the private sector by refraining from interventions with agendas that have little to do with expanding output or employment growth. Using terminology borrowed from Thomas Piketty's recent book, the two authors argue that what South Africa needs is not some way to limit investors' return on capital (r) but rather sound economic approaches to liberate growth (g). The authors would like to see the country's companies continue to generate high “r” while reinvesting their profits to produce more wealth‐creating “g.”     

Climate Change Policy in Australia: Organisational Responses and Influences

This paper uses a case study approach to examine (a) the nature of organisational responses to climate change policy using the Kolk and Pinkse (2004, 2005) typology; and (b) key drivers for action on climate change. We find evidence consistent with the evolution of responses from setting emission targets (cautious planners, emergent planners) to process innovation and product development (internal explorers). The exception to such linear development is horizontal explorers, who explore competitive opportunities in markets outside their current business. Key drivers for action include managerial perceptions of business opportunities, product differentiation and an implicit regard for the environment. Major impediments include uncertainty about the detail of climate change policy and managerial perceptions of business risk. At present, the intended strategic trading behaviour of the case organisations is best described as muted. However, the national institutional environment of which a liberal market economy and a carbon service industry are key, appear conducive to the future acceptance and active adoption of emissions trading in Australia.     

机构投资者股权对银行公司治理与绩效的影响

在机构投资者对银行进行投资时,不同类型的机构投资者具有不同的表现.其中,QFII、证券公司、社保和保险基金都能影响银行的公司治理,促进其综合业绩的提高;证券投资基金和企业不能对这两个方面产生显著影响.在选择银行股时,证券投资基金注重银行过去综合业绩的表现,企业、社保基金和保险基金注重银行过去市场价值的增长,QFII和证券公司同时考虑了这两个方面.实行银行股权全流通,放松时机构投资者的管制,改革证券交易方面的税收制度,培养机构投资者的投资理念,有利于发挥机构投资者对银行公司治理的积极作用.     

Changes in Korean Corporate Governance: A Response to Crisis

In the last months of 1997, the value of the Korean currency lost over half its value against the dollar, and the ruling party was swept from power in presidential elections. One of the fundamental causes of this national economic crisis was the widespread failure of Korean companies to earn their cost of capital, which contributed to massive shareholder losses and calls for corporate governance reform. Among the worst performers, and hence the main targets of governance reform, were family‐controlled Korean business groups known as chaebol. Besides pursuing growth and size at the expense of value, such groups were notorious for expropriating minority shareholders through “tunneling” activities and other means. The reform measures introduced by the new administration were a mix of market‐based solutions and government intervention. The government‐engineered, large‐scale swaps of business units among the largest chaebol—the so‐called “big deals” that were designed to force each of the groups to identify and specialize in a core business—turned out to be failures, with serious unwanted side effects. At the same time, however, new laws and regulations designed to increase corporate transparency, oversight, and accountability have had clearly positive effects on Korean governance. Thanks to reductions in barriers to foreign ownership of Korean companies, such ownership had risen to about 37% at the end of 2006, up from just 13% ten years earlier. And in addition to the growing pressure for better governance from foreign investors, several newly formed Korean NGOs have pushed for increased transparency and accountability, particularly among the largest chaebol. The best governance practices in Korea today can be seen mainly in three kinds of corporations: (1) newly privatized companies; (2) large corporations run by professional management; and (3) banks with substantial equity ownership in the hands of foreign investors. The improvements in governance achieved by such companies—notably, fuller disclosure, better alignment of managerial incentives with shareholder value, and more effective oversight by boards—have enabled many of them to meet the global standard. And the governance policies and procedures of POSCO, the first Korean company to list on the New York Stock Exchange—as well as the recent recipient of a large equity investment by Warren Buffett—are held up as a model of best practice. At the other end of the Korean governance spectrum, however, there continue to be many large chaebol‐affiliated or family‐run companies that have resisted such reforms. And aided by the popular resistance to globalization, the lobbying efforts of such firms have succeeded not only in reducing the momentum of the Korean governance reform movement, but in reversing some of the previous gains. Most disturbing is the current push to allow American style anti‐takeover devices, which, if successful, would weaken the disciplinary effect of the market for corporate control.     

试析机构投资者在公司治理中的作用

公司治理问题起源于公司法人所有权与经营权的分离.随着全球经济一体化进程的日益加快,公司治理越来越受到世界各国的重视.而机构投资者在证券市场的作用越来越大,被认为可以解决因所有权和经营权分裂而产生的问题.本文介绍了美国的机构投资者的初步崛起.最后说明的是既要认识到基金等机构投资者对完善上市公司治理结构方面的作,也要充分认识到机构投资者它内在的囿有缺陷,引导其正确发展.     

Strategic Responses to Changing Climate Change Policies: The Role Played by Carbon Accounting

Using a broad institutional theory lens, this paper examines the climate change strategies and carbon accounting practices adopted by two New Zealand electricity firms in response to changes in government climate change policies over time (2002–12). The two firms pursue different strategic responses to climate change‐related institutional and economic pressures in order to maintain both legitimacy and a competitive advantage. Five different strategic responses are identified: avoidance, operational conformance, strategic conformance, strategic differentiation, negotiation and manipulation. Firm‐level characteristics are also important drivers of inter‐firm variations in the strategic responses. Further, carbon accounting makes the greatest contribution to carbon reduction when integrated as part of strategic processes that support strategic conformance and strategic differentiation. Carbon monitoring systems, internal carbon information use and carbon disclosure were the main forms of carbon accounting used to realise the different strategies employed.     

Corporate Climate Change‐Related Governance Practices and Related Disclosures: Evidence from Australia

This paper investigates the climate change‐related corporate governance disclosure practices of five major Australian energy‐intensive companies over a 16‐year period. In doing so, a content analysis instrument is developed to identify disclosures made in relation to various policies and procedures the organisations have in place for addressing the issues associated with climate change. This instrument is applied to the respective companies’ annual reports and sustainability reports. An increasing trend is found in companies’ climate change‐related corporate governance disclosures over time; however, in many instances the disclosures provide limited insights into the climate change‐related risks and opportunities confronting the sample companies.     

反腐败与中国公司治理优化:一个准自然实验

尽管精确地评估反腐败对经济的影响具有重要学术意义与政策价值,但囿于数据以及计量识别策略,当前研究还存在诸多争议和不足。本文利用一个中国的准自然实验作为外生冲击,来识别反腐败与微观企业行为之间的因果关系。具体而言,我们利用倍差法(DID)考察十八大前后中国上市公司的公司治理、高管激励与股东价值是否发生了变化,研究发现:(1)十八大之后,高腐败地区上市公司的现金持有的市场价值明显增加,同时此类上市公司的高管薪酬业绩敏感性也显著提高。(2)在会计质量方面,高腐败地区上市公司在十八大后财务报表质量明显提升,同时盈余管理的情况显著减少。此外,我们还发现,高腐败地区上市公司在十八大后会计质量的改善主要集中于非国有企业,高管薪酬业绩敏感性的提升则主要集中于国有企业。本文研究丰富了反腐败研究文献,为我国进一步深化改革实践提供了政策参考,即反腐败有助于改善公司治理,强化高管激励机制和提高会计质量,从而最终增进股东价值。     

Corporate Governance and Earnings Management: The Implications of Corporate Governance Best-Practice Principles for Taiwanese Listed Companies

This study investigates whether corporate governance characteristics, mandated by the Corporate Governance Best-Practice Principles (CGBPP) for companies listed in Taiwan, are associated with earnings management. In particular, we examine whether the independence, financial expertise, and voluntary formation of independent directorships (supervisorships) are associated with the absolute value of discretionary accruals. Our findings suggest that the independence of supervisors, the financial expertise of independent directors, and the voluntary formation of independent directorships (supervisorships) are associated with a lower likelihood of earnings management. These findings are stronger after the CGBPP was enacted, suggesting that the implementation of CGBPP has lowered the likelihood of earnings management.     

Climate for Scandal: Corporate Environments that Contribute to Accounting Fraud

We examine the governance characteristics, earnings quality, growth rates, dividend policy, and compensation structure of 97 firms recently under investigation by the Securities and Exchange Commission (SEC) for accounting fraud. Our results show that the corporate environment most likely to lead to an accounting scandal manifests significant growth and accounting practices that are already pushing the envelope of earnings smoothing. Firms operating in this environment seem more likely to tip over the edge into fraud if there are fewer outsiders on the audit committee and outside directors appear overcommitted.     

公司治理和企业价值研究最新进展

中国证监会、国家经贸委于2002年1月发布了<上市公司治理准则>,旨在规范上市公司治理结构.据统计,到2003年6月30日,沪深证券交易所的1250家上市公司中共有1244家配备了独立董事,可见公司治理的重要性已经受到广泛认同.然而令人感兴趣的是,这种改善公司治理的举措是否奏效?在中国的制度环境下,公司治理和企业价值之间到底存在着怎样的关系?     

公司会计治理与公司治理:同构、嵌入还是交叉?

公司会计治理通常被看作是公司治理的一部分,而且将公司会计治理看作是嵌入公司治理中或与公司治理同构。因此,以公司治理为导向的会计治理强调弥合公司治理中委托代理关系链务的缺陷及其对审计独立性的影响。本文从会计信息产权演变的角度将公司会计治理从公司治理中“解析”出来,认为公司治理与公司会计治理同源于委托代理难题,但治理的基础和目标不同,公司治理的监督机制与会计治理对监督机制的内在需求是不同的,因此,公司会计治理结构与公司治理结构应该是交叉的或大部分同构,同属于现代企业组织制度的范畴。本文主张应按照公司会计治理的逻辑结构及其与公司治理的关联性对其进行研究和建构。