内部控制与异质机构持股的治理效应

本文实证检验了不同内部控制水平下,异质机构持股在抑制管理层盈余操纵方面的公司治理效应。研究发现,相比外地或短期机构持股,本地或长期机构持股更有助于提升应计质量和降低盈余噪音;当公司存在实质性内部控制缺陷时,本地或长期机构持股在抑制管理层盈余操纵方面的治理效应显著降低;相比国有控股,异质机构持股治理效应的发挥在非国有控股公司中受内部控制的影响更大;当公司存在财务报告实质性内控缺陷时,异质机构持股发挥的治理效应明显更弱。这些结果表明,异质机构持股治理效应的发挥离不开公司内部控制机制,二者之间是互补而非替代关系,这种互补关系主要由财务报告内部控制缺陷驱动。本研究有助于深化理解异质机构持股影响公司治理的具体作用机理,为实务界和监管机构改善公司治理、加强投资者保护提供经验参考。     

Foreign institutional investment: Is governance quality at home important?

This paper examines the investment preferences of foreign institutional investors investing in the U.S. market. We analyse both firm and country-level determinants that influence the foreign institutional investors' allocation choices. At the country level, we find that the governance quality in a foreign institutional investor's home country is a determinant of their decision to invest in the U.S. market. Our findings indicate that investors who come from countries with governance setups similar to that of the U.S. invest more in the United States. The investment levels though, are more pronounced for countries with governance setups just below that of the U.S. Our results are consistent with both the ‘flight to quality’ and ‘familiarity’ arguments, and help reconcile prior contradictory empirical evidence. At the firm level, we present unequivocal evidence in favour of the familiarity argument. Foreign institutional investors domiciled in countries with high governance quality prefer to invest in U.S. firms with high corporate governance quality. This effect is primarily driven by grey (non-monitoring) institutional investors.     

Corporate governance,accounting and finance: A review

We review accounting and finance research on corporate governance (CG). In the course of our review, we focus on a particularly vexing issue, namely endogeneity in the relationships between CG and other matters of concern to accounting and finance scholars, and suggest ways to deal with it. Given the advent of large commercial CG databases, we also stress the importance of how CG is measured and in particular, the construction of CG indices, which should be sensitive to local institutional arrangements, and the need to capture both internal and external aspects of governance. The ‘stickiness’ of CG characteristics provides an additional challenge to CG scholars. Better theory is required, for example, to explain whether various CG practices substitute for each other or are complements. While a multidisciplinary approach to developing better theory is never without its difficulties, it could enrich the current body of knowledge in CG. Despite the vastness of the existing CG literature, these issues do suggest a number of avenues for future research.     

Disruption and transformation: The organisational evolution of an NGO

This paper explores how and why Non-Governmental Organisation (NGO) governance was disrupted by changes in an organisation's internal and external environment. A detailed single case study of a large NGO operating in Sri Lanka is conducted. Data collection consists of semi-structured interviews, document analysis and participant and non-participant observation. Laughlin’s (1991) model of organisational change provides the theoretical foundation on which changes in the case NGO's interpretive schemes, design archetypes and organisational sub-systems are discussed. The changing of interpretive schemes and organisational sub-systems, in our case, was easier than changing design archetypes. Consequently, our paper introduces ‘protective reconfiguration’ as a new change pathway to Laughlin's (1991) model of organisational change. The findings suggest that the NGO's governance systems and processes are being moulded in ways that may not achieve the overall purpose of these organisations. Greater attention to evolving design archetypes is necessary in order to create more deliberative, fluid and less organisation-centric governance structures for NGOs operating in the policy-advocacy space.     

Do ‘Good Governance’ Codes Enhance Financial Accountability? Evidence from Managerial Pay in Dutch Charities

This paper examines the initial impact of a ‘good governance’ code for charitable organisations that was promulgated in the Netherlands in 2005. Data are gathered from publicly available annual reports of 138 charities in the post‐implementation phase of the code (2005–2008). We first examine whether the code altered charities’ governance structures. Next, we investigate managerial pay as a key aspect of discharging financial accountability because prior literature focused on ‘excessive’ compensation. The findings indicate that a strengthened governance structure positively affects the likelihood of disclosing information concerning managerial pay, as well as mitigating managerial pay level.     

The role of internal corporate governance mechanisms on default risk: A systematic review for different institutional settings

Recent financial downturns, characterized by the significant failures of firms, have revealed the need to control credit risk. Latest literature has shown that weak corporate governance structures are related to high levels of default risk, leading to financial instability. In this context, we aim to summarize the literature that focuses on the role that internal corporate governance plays in the credit risk of firms, specifically considering three corporate governance components: ownership structure, board structure and financial stakeholders’ rights and relations. Additionally, we analyse whether the effectiveness of the internal mechanisms depends on particular key factors, especially the institutional setting and the type of mechanisms considered. Finally, new lines of research are identified for future research.     

高管团队内部治理与企业资本结构调整——基于非CEO高管独立性的视角

本文以2001-2017年A股上市公司为研究样本,实证检验了高管团队内部治理对企业资本结构的影响。研究发现:当企业负债不足时,高管团队内部治理效应能够显著提高企业(尤其是非国有企业)的负债水平,降低企业实际资本结构与目标资本结构的偏离程度。这种高管团队内部治理效应在第一类委托代理问题比较严重以及非CEO高管监督动机较强的企业中更加显著。作用机制分析表明,高管团队内部治理效应能够通过降低第一类代理成本来降低企业资本结构与目标资本结构的偏离程度。本文的研究结论为改善我国上市公司治理提供了新的思路,对于优化企业融资结构、深化金融供给侧结构性改革具有一定的启示意义。     

Institutional Investor Protection Pressures versus Firm Incentives in the Disclosure of Integrated Reporting

Corporate disclosures aim to decrease the expectation gap between investors, decrease the advantage of informed investors and consequently reduce information asymmetry. However, the existence of higher numbers of companies’ reports makes the decision making of firms’ stakeholders difficult. To avoid these problems, companies have started to disclose integrated reports. Previous studies have observed that this voluntary corporate disclosure is a consequence of large firms’ incentives associated with preventing abnormal earnings. In this paper, we examine whether these internal factors have a lower/higher impact than institutional contracting pressures. Our results are evidence that firms’ incentives are the main determinants of the voluntary disclosure of integrated reports, and we observe that there is a substitutive role between institutional country pressures and firms’ transparency decisions. However, the contracting environment plays a complementary role when firms suffer from lower asymmetry problems.     

机构投资者在上市公司治理结构中的角色分析——基于盈余稳健性的视角

本文选取我国沪深两市A股上市公司2009—2013年之间的非金融类上市公司作为研究样本,通过非平衡面板数据和固定效应回归模型进行实证分析。研究发现,机构投资者持股比例对公司盈余稳健性呈负相关关系,即机构投资者对上市公司并没有发挥监督治理效应。     

Budgetary change at a university: A narrative inquiry

This paper reports the results of a qualitative case study of an Australian University's implementation of a new budget model. To inform our research, we developed a theoretical framework by drawing from neo-institutional sociology, old institutional economics and technical-rational choice. A narrative inquiry was employed to elicit the stories of participants' experiences of the budgetary change in its socio-political and institutional contexts. Through this narrative inquiry, we depart from prior institutional management accounting change studies which have presented change steered by external pressures for conformity and/or legitimacy. Our study shows how budgeting, as a management accounting tool, can be viewed as a rational myth conferring social legitimacy upon organisational participants and their actions. Further, we demonstrate that the emergence of a new management accounting practice is attributed to the demands of technical-rational imperatives, and the existence of internal rationalised dynamics and norms. We highlight and analyse the role and ability of organisational actors to create budgetary change in an institutionalised higher education environment.     

Does stronger corporate governance constrain insider trading? Asymmetric evidence from Australia

We investigate the role of internal corporate governance in limiting opportunities for ASX company ‘insiders’ to extract abnormal returns from trading ‘own shares’. We show that stronger governance translates into more restrictive insider trading policies and, while not resulting in lower insider purchase volumes, values or profits, it does reduce insider selling profitability. Firm size and increasing trading policy restrictiveness is associated with reduced insider purchase profitability while insider sale profitability is reduced by aggregate governance, trading restrictions and increasing trading policy restrictiveness. We conclude that internal firm governance constrains insider sales but not purchases, providing contrarian trading signals.     

Exploring the transitional behavior among value and growth stocks

Unlike the corporate funds in the US, mutual funds in many countries such as China and Germany operate under a different governance arrangement and are thus called “contractual funds.” The governance structure of contractual funds allows shareholders of fund management companies, rather than the fund investors, to be responsible for asset management decisions. Therefore, a fund’s governance attributes may be especially important in driving its performance. Using a comprehensive governance data covering Chinese mutual funds, this paper finds that the governance and organizational structures of Chinese fund management companies significantly influence the performance of their affiliated funds. In particular, while a larger stake from the top1 shareholder significantly improves the performance of affiliated funds, the presence of multiple largest shareholders reduces their performance. Moreover, fund management companies that offer fewer fund products and charge higher management fees tend to perform better. Finally, more institutional holding in a fund appears to function as an external supervisory surrogate for internal board governance to help improve fund performance.     

Corporate governance and incidences of listing suspension by the JSE Securities Exchange of South Africa: An empirical analysis

We examine the association between corporate governance structures and incidences of listing suspension from the JSE Securities Exchange of South Africa. Using a matched-pairs research design, we compare 81 firms suspended between 1999 and 2005 to an equal number of control firms matched in terms of time, size and industry. Employing a conditional logistic model, we find that the likelihood of suspension is higher in firms with a smaller proportion of non-executive directors, without an audit committee, and with greater block-share ownership and higher gearing (i.e. leverage). Further analysis splitting block-share ownership into institutional and non-institutional investors provides mixed results. While we find a positive association between suspension and non-institutional investors, we observe no association with institutional investors. No association is detected for board size, role duality, directors' share ownership, auditor quality and return on assets. Given the paucity of studies examining listing suspension from stock exchanges and corporate governance mechanisms, these findings contribute to the literature. Additionally, the dearth of research on corporate governance in developing countries suggests that our findings have important implications for policy makers in these countries as they endeavor to improve corporate governance.     

Post-normal institutional identities: Quality assurance,reflexivity and ethos of care

This paper suggests adopting a ‘post-normal science’ (PNS) style and practice in scientific advice, and motivate the urgency of this methodological stance with the increasing complexity, and polarisation affecting the use of science-based evidence for policy. We reflect on challenges and opportunities faced by a ‘boundary organisation’ that interfaces between science and policy, taking as example the European Commission’s Directorate General Joint Research Centre, whose mission is stated as that to be the “in-house science service”. We suggest that such an institution can be exemplary as to what could be changed to improve the quality of evidence feeding into the policy processes in the European Union. This paper suggests how an in-house culture of reflexivity and humility could trigger changes in the existing styles and methods of scientific governance; at the JRC, taken as example, this would mean opening up to the existing plurality of norms and styles of scientific inquiry, and adopting more participatory approaches of knowledge production, assessment and governance. We submit that the institutional changes advocated here are desirable and urgent in order to confront the ongoing erosion of trust in ‘evidence based policy’, anticipating controversies before they become evident in the institutional setting in which institutions operate.     

机构投资者的治理角色——过度投资视角

本文以2007~2009年我国上市公司的过度投资行为为背景,考察机构投资者持股对过度投资的治理角色。研究结果表明,机构的期末持股比例、长线型机构投资者尤其是长线型基金与过度投资显著负相关,表现为有效监督者的角色;短线型机构投资者则缺乏公司治理的意愿和动机,表现为利益攫取者的角色。研究结果意味着,我国的机构投资者同时具备有效监督者和利益攫取者的角色,何时表现出何种角色取决于持股比例以及持股时间。     

The impact of the Social Security Fund on auditor litigation risk

In this study, we examine the effect of the Social Security Fund on auditor litigation risk. Using audit fees as a proxy for auditor perceptions of litigation risk, we find that the Social Security Fund significantly reduces auditor litigation risk. Furthermore, we show that the Social Security Fund influences auditor litigation risk through reducing both the audit risk and the business risk of public companies. In addition, the impact of the Social Security Fund for reducing auditor litigation risk is more obvious in the group of firms with low levels of internal governance, which indicates that the Social Security Fund plays an important governance role as a high-quality institutional investor. In summary, we verify that the Social Security Fund, when acting as an institutional investor, plays an important role in corporate governance, and that it helps to reduce auditor litigation risk. Our results provide empirical support for expanding the governance role of the Social Security Fund as an institutional investor in China’s A-share market.     

When dedicated investors are distracted: The effect of institutional monitoring on corporate tax avoidance

This study investigates whether loosened monitoring from institutional investors affects firm tax planning decisions. We take advantage of shocks to unrelated parts of institutional investors’ portfolios and examine how plausibly exogenous changes in monitoring from institutional investors influence the level of firm tax avoidance. We find that investee firms significantly increase their temporary tax avoidance when there are temporary reductions in the attention of their dedicated institutional investors. Cross-sectional tests show that the tax impact of reduced dedicated investor attention and monitoring intensity is more pronounced when a firm’s information environment is less transparent and when a firm is subject to weaker internal governance. Our findings are robust to alternative research designs.     

股权性质、环境不确定性与会计信息的治理效应

已有研究发现会计信息具有治理效应,但没有考虑会计信息治理效应所依赖的经理人侵占动机及外部环境所提供的机会;已有研究虽然考察了国有股权的治理效应,但由于没有考虑经理人谋取私利的可能性而使结论具有偏差。本文研究了股权性质、环境不确定性与会计信息质量对代理成本的交互作用。研究结果表明,低质量的会计信息不仅增加管理层利用公司资源的自利行为,而且还降低公司资产的使用效率,但会计信息的治理作用仅在环境不确定性高的公司中存在,同时,相对于非国有控股公司,会计信息质量在国有控股公司的治理作用较小。研究结果还表明,只有在环境不确定性较高且会计信息质量较低的情况下,国有控股公司的代理效率高于非国有控股公司。本文不仅验证了国有股权和环境不确定性对会计信息治理效应的影响,也验证了环境不确定性和会计信息质量对国有股权治理效应的影响。     

The Impact of Corporate Governance Quality on Earnings Management: Evidence from European Companies Cross‐listed in the US

The study reported herein examines the impact of two central corporate governance mechanisms (internal audit function quality and board of directors’ quality) on the incidence of earnings management. Unlike most prior studies in the area, focused mainly on US firms, this study looks at European firms that are cross‐listed in the US and covers a long time span – before and after major changes were implemented in corporate governance policies (Sarbanes‐Oxley Act in the US and the 8th Company Law Directive in the European Union). Using novel and comprehensive measurement approaches for internal audit function quality and board of directors’ quality, we find that both mechanisms have a negative direct effect on the incidence of earnings management, while their interactive effect is positive. A longitudinal analysis of both mechanisms also reveals that internal audit function quality and the quality of boards of directors have increased significantly since the policy changes.     

Cost of equity capital,control divergence,and institutions: the international evidence

This study investigates the governance role of a country’s legal and extra-legal institutions in explaining the variations in firms’ cost of equity capital induced by concentrated ownership structures from 21 countries. Using four implied cost of equity proxies, the results show that the large ownership-control divergence of the ultimate owner has a positive and significant impact on the firm’s cost of equity capital. The finding lends support to the entrenchment effect in that the concentrated ownership structure increases the firm’s external financing cost. Further analyses demonstrate that the higher equity cost induced by the ultimate ownership structure is significantly reduced by a country’s stronger legal and extra-legal institutions, highlighting the governance role played by a country’s institutions in reducing the firm’s external financing cost.