建立独立董事制度 完善公司治理结构

为了规范上市公司的法人治理结构，使董事会更公正地代表股东利益尤其是中小股东的利益，借鉴国际市场经验，笔者认为，在上市公司中引入独立董事制度是完善中国上市公司治理结构的重要步骤。     

Corporate Governance and Labor Relations*

This article begins with the premise that since the corporation involves a symbiotic relationship between labor and capital, a single‐minded focus on shareholder value is likely to be shortsighted, and some degree of employee influence on corporate governance has the potential to increase an organization's efficiency and value. But the set of findings and implications that emerge from the author's analysis is a complicated one. On the one hand, “moderate” levels of employee ownership (for example, the 6% ownership of the average American ESOP) are associated with increases in corporate productivity and values as well as worker morale and productivity. On the other hand, majority employee ownership and corporate ownership and governance systems like “co‐determination” that give labor a major say on governance issues often lead to worker‐management alliances that end up hurting the firm's investors—and, in the longer run, the workers themselves— by reducing competitiveness. The author ends with a call for a balanced governance system that, while aiming to maximize the total value of the enterprise, seeks to encourage the participation and emotional allegiance of workers—and indeed all important corporate stakeholders.     

Corporate Governance and Performance in the Market for Corporate Control: The Case of REITs

We examine 132 mergers and acquisitions by Real Estate Investment Trusts (REITs) during 1997–2006 and explore the relationship between acquirer external and internal corporate governance mechanisms and announcement abnormal returns. We argue that in regulated industries with absent active takeover market, the importance of outside governance mechanisms is diminished and substituted by internal governance controls. We focus on the REIT industry. We find that bidder returns are higher for REITs with smaller boards, with more experienced CEOs, but with shorter tenure. Acquirers’ announcement returns are also significantly and positively related to higher ownership by their CEOs and board directors. We find no significant relationship between presence of staggered board and abnormal bidder returns, which supports our hypothesis that anti-takeover defense measures have reduced importance for REITs.     

独立董事薪酬与公司治理效率

利用2003～2013年上市公司数据,本文基于独立董事薪酬视角对其治理效用的发挥进行了考察。研究发现,当独立董事的薪酬过低时,存在激励不足问题,不利于调动独立董事履职的积极性,由此造成公司高管变更与经营业绩间敏感性的降低及公司盈余管理程度的提高。与此相仿,当独立董事的薪酬过高时,存在激励过度问题,削弱了独立董事的独立性,也将导致较低的高管变更与经营业绩的敏感性及更高程度的公司盈余管理。最后,我们对独立董事薪酬影响其治理效用发挥的路径进行了考察,结果显示,过低的薪酬降低了独立董事参加董事会会议的意愿,而过高的薪酬造成独立董事更不会对董事会议案提出异议。     

公司治理水平、董事高管责任保险与盈余管理

董事高管责任保险在董事和高管遭受民事诉讼时具有“兜底”效应,降低了董事高管的执业风险.选取2002-2014年中国A股上市公司为样本,实证检验董事高管责任保险对公司盈余管理的影响,进一步分析在不同公司治理水平下,董事高管责任保险与公司盈余管理的关系是否存在差异.研究结果表明:董事高管责任保险的引入会加剧公司盈余管理行为;随着公司治理水平提高,董事高管责任保险与公司盈余管理的正相关关系减弱.     

公司治理结构:审计委员会·监事会

由于我国特定的环境因素，公司治理结构中的监督机制一直不具有实质的有效性，本主要论述了公司治理结构中的不同监督模式，并分析了不同模式赖以存在、有效的前提条件，最后论述了我国的现实影响因素及可行的选择。     

资本市场中媒体的公司治理角色研究

媒体作为一种外部公司治理力量,在资本市场中扮演着越来越重要的角色,同时也是管理学和公司金融学中的研究热点。本文旨在综述资本市场中媒体所扮演的公司治理角色的相关文献,梳理有影响的研究成果,展望有潜力的研究方向。首先从媒体的信息增量与信息效应出发,探讨了媒体对资本市场的影响;接着从制度环境和资本市场有效性两个层面,阐述了媒体发挥其治理作用的三种机制:传统监督机制、声誉机制和市场压力机制,探讨了每种机制的理论基础与缺陷;最后在现有研究的基础上,结合目前我国的制度环境,指出了未来的研究方向与需要注意的问题。     

市场监管 公司治理 会计改革——从美国《2002年SOX法案》看中国的会计改革

<正> 会计作为一种古老的学问,萌芽于远古的文明时代。作为一门应用性很强的学问,会计又是随着社会经济活动的发展而需要不断变革的,因此,尽管会计发展的外部环境发生了巨大变化,它却一直保持了强大的生命力。随着信息化进程的发展,在西方,以网络化为特征的“新经济”迅速发展,“电子商务”和“金融创新”不断涌现,但是这些也带来了前所未有的问题,对我们的会计行业提出了严峻的课     

Market Liquidity and Ambiguity: The Certification Role of Corporate Governance

We investigate how firm‐specific certification practices through corporate governance can reduce perceived ambiguity and thus enhance liquidity of a firm in the stock market. We show that better corporate governance helps reduce ambiguity. In addition, a reduction in ambiguity is significantly related to higher liquidity of firms. Our results are robust to alternative model specifications and measures of ambiguity, and remain statistically significant after controlling for other known determinants of ambiguity and liquidity. Our results shed light on how ambiguity can be moderated through firm‐level certification practices and on the channel through which a moderation of ambiguity affects shareholder wealth.     

证券市场对公司治理的作用

对于证券市场的一线监管者来说，为了保护投资者和保障上市公司的规范运作，必须关注上市公司的治理。对于上市公司的监管，除了有关定期和临时信息披露的内容之外，还包括上市公司自身运作规范化层面的监管。……     

Labor and Corporate Governance: International Evidence from Restructuring Decisions

Our results highlight the importance of interaction among management, labor, and investors in shaping corporate governance. We find that strong union laws protect not only workers but also underperforming managers. Weak investor protection combined with strong union laws are conducive to worker–management alliances, wherein poorly performing firms sell assets to prevent large-scale layoffs, garnering worker support to retain management. Asset sales in weak investor protection countries lead to further deteriorating performance, whereas in strong investor protection countries they improve performance and lead to more layoffs. Strong union laws are less effective in preventing layoffs when financial leverage is high.     

董事责任保险对公司治理结构完善的功效分析

在公司的经营实践中,投保公司通过购买董事责任保险可以确保优秀管理人才梯队的建立,保护管理人员的正当决策行为并借助保险人来监督投保公司的内部经营管理.此外,依靠董事责任保险的信息传递作用,可以督促投保公司进一步完善公司的治理结构,进而获得更为优惠的承保条件.     

Private Equity,Corporate Governance,and the Reinvention of the Market for Corporate Control

In the early 1980s, during the first U.S. wave of debt‐financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the “market for corporate control” and defined it as “the market in which alternative management teams compete for the right to manage corporate resources.” Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or “strategic”) and “financial” buyers for deals, have both reinforced and revealed the limitations of this old definition. This article explains how, over the past 25 years, the private equity market has helped reinvent the market for corporate control, particularly in the U.S. What's more, the author argues that the effects of private equity on the behavior of companies both public and private have been important enough to warrant a new definition of the market for corporate control—one that, as presented in this article, emphasizes corporate governance and the benefits of the competition for deals between private equity firms and public acquirers. Along with their more effective governance systems, top private equity firms have developed a distinctive approach to reorganizing companies for efficiency and value. The author's research on private equity, comprising over 20 years of interviews and case studies as well as large‐sample analysis, has led her to identify four principles of reorganization that help explain the success of these buyout firms. Besides providing a source of competitive advantage to private equity firms, the management practices that derive from these four principles are now being adopted by many public companies. And, in the author's words, “private equity's most important and lasting contribution to the global economy may well be its effect on the world's public corporations—those companies that will continue to carry out the lion's share of the world's growth opportunities.”     

The Impact of Corporate Governance Press News on Stock Market Returns

Stock market prices reflect information regarding firms’ business environments, operations and, in general, their fundamentals. Recently, various studies have analysed the link between news coverage and stock prices but no evidence exists on how channels and ways of communication of information affect investors’ behaviour. We analyses these aspects focussing on a large sample of corporate governance news published between 2003 and 2007 in ‘Il Sole 24 Ore’, Italy's major financial newspaper. We show that before news is made public investors are only able to assess the type of corporate governance event underlying it. After publication, investors are influenced by the content (positive or negative) and the tone of communication (strong or weak) of the news.     

公司治理结构、市场环境与自由现金流

目前,自由现金流已成为考察上市公司治理质量的重要指标,为此,本文选取A股和香港上市公司的数据对治理结构与自由现金流的关系作了比较研究。实证结果表明,控制股东持股与自由现金流存在正相关关系,A股公司控制股东比H股和香港非中资公司控制股东更倾向于将自由现金流留在公司内部;除香港非中资公司外,其他类型的公司中机构投资者没有发挥对自由现金流代理问题的抑制作用;独立董事在减少自由现金流方面发挥了积极作用,香港非中资公司独立董事在抑制自由现金流的代理问题中发挥的作用大于H股和A股独立董事。     

产品市场势力、公司治理与股票市场流动性

本文实证研究了我国股票市场的流动性问题。结果表明,产品市场势力能够促进信息传递,提高股票的流动性。这种影响即使控制了公司治理因素依然显著,同时随着信息不对称程度的提高而更为明显。另外,在对股票流动性的影响上,产品市场势力与董事会规模、高管薪酬激励之间存在替代关系。同时,股权分散能增强产品市场势力的影响,但是产品市场势力会削弱股权分散的积极作用。     

Corporate Equity Ownership and the Governance of Product Market Relationships

We assemble a sample of over 10,000 customer–supplier relationships and determine whether the customer owns equity in the supplier. We find that factors related to both contractual incompleteness and financial market frictions are important in the decision of a customer firm to take an equity stake in their supplier. Evidence on the variation in the size of observed equity positions suggests that there are limits to the size of optimal ownership stakes in many relationships. Finally, we find that relationships accompanied by equity ownership last significantly longer than other relationships, suggesting that ownership aids in bonding trading parties together.     

Corporate Governance,Product Market Competition,and Equity Prices

This paper examines whether firms in noncompetitive industries benefit more from good governance than do firms in competitive industries. We find that weak governance firms have lower equity returns, worse operating performance, and lower firm value, but only in noncompetitive industries. When exploring the causes of the inefficiency, we find that weak governance firms have lower labor productivity and higher input costs, and make more value‐destroying acquisitions, but, again, only in noncompetitive industries. We also find that weak governance firms in noncompetitive industries are more likely to be targeted by activist hedge funds, suggesting that investors take actions to mitigate the inefficiency.     

Corporate Finance and Corporate Governance

A combined treatment of corporate finance and corporate governance is herein proposed. Debt and equity are treated not mainly as alternative financial instruments, but rather as alternative governance structures. Debt governance works mainly out of rules, while equity governance allows much greater discretion. A project-financing approach is adopted. I argue that whether a project should be financed by debt or by equity depends principally on the characteristics of the assets. Transaction-cost reasoning supports the use of debt (rules) to finance redeployable assets, while non-redeployable assets are financed by equity (discretion). Experiences with leasing and leveraged buyouts are used to illustrate the argument. The article also compares and contrasts the transaction-cost approach with the agency approach to the study of economic organization.     

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.