董事会职能变迁轨迹及职能重塑

董事会在公司治理机制中发挥关键作用。伴随着公司治理的发展,董事会职能经历了由经营管理到监督,再从监督到监督和决策并重的变迁过程。股权分置改革后,我国公司治理呈现以下特征:国有股"一股独大"状况得到改善;公司控制权市场逐步形成;中小股东的利益逐渐得到保护;公司治理目标由股东价值最大化转变为企业价值最大化。公司治理的变化促使董事会职能发生相应的调整,董事会职能应从权利格局、组织结构、董事素质与激励约束机制、董事会与经理的职责方面实现重塑。     

Who's the Boss at the Top? A Micro‐Level Analysis of Director Expertise,Status and Conformity Within Boards

In this paper we address how director expertise impacts a director's social status and conformity within the board. Our results, derived from two unique multi‐source datasets of peer ratings on director status and conformity of non‐executive directors from Dutch organizations, indicate that industry‐specific expertise and financial expertise differently impact directors’ social status and influence within the board. We find that directors’ individual performance orientation – the motivation to demonstrate expertise – acts as an important contingency for expertise to increase directors’ status within the board. Additional analyses using archival data and interviews with non‐executive directors substantiate our findings and provide additional insight into the dynamics operating within boards. This study extends existing research on boards of directors and provides unique micro‐level insights into the boardroom dynamics that connect director expertise to director status and conformity within boards.     

Too Good to be True: Board Structural Independence as a Moderator of CEO Pay‐for‐Firm‐Performance

Whether voluntary or mandatory in nature, most recent corporate governance codes of best practice assume that board structural independence, and the application by boards of outcome‐based incentive plans, are important boundary conditions for the enforcement of Chief Executive Officer (CEO) pay‐for‐firm‐performance; that is, for optimal contracting between owners and executive agents. We test this logic on a large Australian sample using a system Generalized Method of Moments (GMM) approach to dynamic panel data estimation. We find that Australian boards exhibiting best practice structural arrangements – those chaired by non‐executives and dominated by non‐executive directors at the full board and compensation committee levels – are no more adept at enforcing CEO pay‐for‐firm‐performance than are executive‐dominated boards. These findings suggest that policy makers' faith in incentive plans and the moderating influence of structural independence per se may be misplaced. Our findings also hold significant implications for corporate governance theory. Specifically, the findings lend further support to a contingency‐based understanding of board composition, reward choice and monitoring; an approach integrating the insights afforded by behavioural approaches to Agency Theory and by social‐cognitive and institutional understandings of director outlook, decision‐making and behaviour.     

The role of the board and the audit committee in corporate risk management

This paper examines the impact of corporate governance on corporate risk-management activities in S&P 500 firms over the period 2004–2010 by measuring the characteristics of the board directors and audit committee. Our results show that the board of directors, especially the audit committee, plays an important role in the firm’s hedging decisions, including whether to hedge and to what extent. Such evidence is even stronger in high-leveraged firms with large risk-shifting incentives. These results are robust to the consideration of endogenous concerns, a board corporate governance index, and industrial effects. Our study contributes to the literature by showing the influential role of the audit committee on corporate risk management.     

Boards of Directors and Shark Repellents:Assessing the Value of an Agency Theory Perspective

Because shark repellents decrease the vulnerability of firms (and their incumbent managers) to the market for corporate control, the decision to adopt these devices represents an excellent test of agency theory. In this empirical study, we examined the relationships between the adoption of shark repellents and several mechanisms that, according to agency theory, should align the interests of corporate board members and shareholders and/or make directors more effective monitors of management behaviour. Of the variables included, only board stock ownership (especially by employee directors) was linked to a reduced propensity to adopt shark repellents in the predicted manner. Two variables not immediately as- sociated with agency theory — the proportion of inside directors appointed by the incumbent chief executive officer (CEO) and a lower ratio of CEO compensation to the compensation of other top executives — were linked to higher rates of shark repellent adoption. Given that agency theory explains relatively little of the variance in shark repellent adoption, we advocate serious consideration of other theoretical formulations for corporate governance, including two approaches — stewardship theory and agent morality — that take the moral ('other regarding') obligations of directors seriously.     

Do Boards of Directors Influence Corporate Sustainable Development? An Attention‐Based Analysis

Following the attention‐based view of the firm (ABV), boards of directors’ link to corporate sustainable development (CSD) could be dependent upon certain attention structures: valuation of environmental stimuli, rules of the game and the players. Studying a sample of large Australian firms, the findings indicate that the proposed attention‐directing structures do appear to be linked to CSD in a manner consistent with the ABV. Specifically, creating awareness through scanning efforts links boards to CSD. Stakeholder debate, as a boardroom rule, is also significantly associated with CSD. Furthermore, as a so‐called ‘player’ on the board, women directors have a moderating effect on the relationships between environmental scanning, stakeholder debate and CSD. The findings are discussed along with limitations and directions for future research. Copyright © 2018 John Wiley & Sons, Ltd and ERP Environment     

Corporate Governance in China: A Meta‐Analysis

How has the impact of ‘good corporate governance’ principles on firm performance changed over time in China? Amassing a database of 84 studies, 684 effect sizes, and 547,622 firm observations, we explore this important question by conducting a meta‐analysis on the corporate governance literature on China. The weight of evidence demonstrates that two major ‘good corporate governance’ principles advocating board independence and managerial incentives are indeed associated with better firm performance. However, we cannot find strong support for the criticisms against CEO duality. In addition, we go beyond a static perspective (such as certain governance mechanisms are effective or ineffective) by investigating the temporal hypotheses. We reveal that over time, with the improvement in the quality of market institutions and development of financial markets, the monitoring mechanisms of the board and state ownership become more strongly related to firm performance, whereas the incentive mechanisms lose their significance. Overall, our findings advance a dynamic institution‐based view by substantiating the case that institutional transitions matter for the relationship between governance mechanisms and firm performance in the second largest economy in the world.     

How do the ownership structure and board of directors' features impact earnings management? The Spanish case

This paper examines how the ownership structure and board of directors' features determine the managerial opportunistic behavior exemplified in the management of accounting earnings. This study contributes to the literature by investigating the relationship of firm‐level and country‐level corporate governance systems on the earnings management in the Spanish corporate sector. Results reveal that the varying efficiency of the corporate governance systems is reflected in the way in which accounting discretion is performed. We found evidence that earnings management is reduced as the voting rights of the controlling shareholder increased and that there is an inverse U‐shaped relationship between insiders' ownership and the earnings manipulation. Regarding the board characteristics, we observe that larger, independent boards, those with a larger proportion of female members, and those with an audit committee compounded by a greater proportion of outside independent directors oversee managers more efficiently, constraining their capacity to manage earnings. To the contrary, board duality increases the likelihood of opportunistic manipulation of financial reporting. We found that when the institutional environment improves in the Spanish context, the discretionary power of the corporate sector to overstate the financial statements is reduced. The findings prove the necessity of reinforcing the rules and regulations toward a more transparent disclosure of the financial statements.     

Board internationalization and corporate social responsibility

This study examines the association between board internationalization and firms’ corporate social responsibility (CSR) performance in China during 2009–2019. Using a large dataset of director nationalities and CSR scores, we find that foreign directors promote CSR performance as evidenced by higher CSR scores. We further document that this relationship is more pronounced among government-controlled firms, firms with better corporate governance, and firms operating under stricter institutional environments. These findings remain valid after sequential robustness checks. Overall, our findings imply that foreign directors motivate the board of directors and their firms to actively pursue and practice social responsibility. Our study enriches the literature on the outcomes of board internationalization and determinants of CSR and provides the internationalization of corporate governance mechanisms a reasonable basis.     

外部控制、内部治理与整合——公司治理机制理论研究文献综述

本文对公司治理机制理论研究(theoretical research)的文献进行了综述。公司治理机制是解决现代公司由于控制权和所有权分离所导致的代理问题的各种机制的总称。它既包括公司治理的法律和政治途径、产品和要素市场竞争、公司控制权市场、声誉市场等外部控制系统,同时也包括激励合约、董事会(外部董事)、大股东治理、债务融资等内部控制系统。探讨内、外部控制系统的关系和强调不同治理机制之间的整合作用等,将成为今后公司治理机制理论研究的重要方向。     

Research on the New Developments of Corporate Governance, Board of Directors and Management Accounting

Based on corporate governance, this paper concludes that the core of corporate governance is the board of directors of the listed company. It also analyses the function of the board of directors on preparing, applying and appraising the strategic planning. It draws a conclusion that the new development of management accounting is the application of the board of directors and its several committees.     

A non-parametric index of corporate governance in the banking industry: An application to Indian data

This paper presents a methodological framework for constructing a non-parametric index of corporate governance for banks. The index is constructed by aggregating six distinct dimensional indices capturing different dimensions of corporate governance, namely board effectiveness, audit function, risk management, remuneration, shareholder rights and information, and disclosure and transparency. For aggregation, a tailored version of data envelopment analysis (DEA) approach which is popularly known as constrained ‘Benefit-of-the-Doubt (BoD)’ model is employed. This approach is unique and distinctive in the sense that it requires no a priori knowledge of weights, and assigns endogenous weights obtained from actual data to individual dimensions of bank governance in order to construct a composite index of corporate governance. This methodological framework has illustrated by applying it for a data set of 40 Indian banks operating in the year 2017. The data set has been compiled using 58 governance regulations as defined by relevant jurisdictions.     

The Impact of Board Structure on Corporate Social Responsibility: A Temporal View

Time plays an important role in corporate social responsibility (CSR) decisions. In the context of time and the boardroom, the consideration of CSR can be affected by board structure. For example, because of considerable short‐term pressures, this study posits that insiders on the board are less likely to prioritize the longer‐term time horizons needed to affect CSR. Following this perspective, a hypothesis is put forth that insiders generally have temporal orientations that are more short term in nature and that they therefore have a negative effect on CSR. A study of 300 of Australia's largest firms confirmed this hypothesis. However, when inside director compensation linked to environmental and social metrics and inside director CSR training are introduced as moderating variables, their interactive effects lead to positive results: both positively moderate the negative insider–CSR relationship in environmental and social dimensions. The study contributes to a temporal view of boards of directors, as well as to corporate governance and CSR. Copyright © 2016 John Wiley & Sons, Ltd and ERP Environment     

Keeping Their Cards Close to Their Chests: How Non‐Delegating CEOs Avoid Forced Career Ends

It is a common belief that CEOs must delegate to be successful. We hesitate to support this generalization and investigate how the distribution of responsibility within top management teams (TMTs) can influence the likelihood of a CEO’s dismissal. Consistent with an agency theory perspective, our results indicate that CEOs may choose not to delegate their responsibilities to other executive TMT members, so as to benefit from an increased information asymmetry vis‐à‐vis the board of directors. Taking the resource‐based view as a complementary theoretical perspective, we find that non‐delegating CEOs benefit from their greater firm‐specific knowledge, which the board of directors considers as a valuable resource that should be retained. Our work also demonstrates that a more intense CEO–TMT interaction weakens the relation between non‐delegation and the likelihood of CEO dismissal. In sum, our research shows that the CEO’s delegation decision does not necessarily lead to a competence distribution that is in the firm's best interest; rather, it reflects a complex interplay between the potentially opportunistic career interests of the CEO, the involvement of other TMT members and the board of directors. © 2015 Wiley Periodicals, Inc.     

国有企业法人治理结构初探

文章认为,国有企业改革是中国经济体制改革的重点、热点和难点,其中关于国有企业法人治理结构问题无论在理论还是在实践上更引人关注,国有企业法人治理结构是国有企业现代化企业制度得以建立的核心,是国有企业组织机构现代化、法治化的关键,而目前我国国有企业法人治理结构存在诸多缺陷,如股权过度集中、董事会运作失范、监事会监督机制弱化、对企业经营者激励不足、约束不力等等,建立科学合理的法人治理结构已经迫在眉睫了。     

Can governance help in making an IPO “successful”? New evidence from Europe

This paper investigates the determinants of a “successful” IPO from a corporate governance perspective upon a representative sample of European listings from 2000 to 2015. We use an extensive dataset of market performance, financial data, and corporate governance characteristics to run the investigation. Differently from previous studies, our analysis embraces both a short‐term perspective and a medium–long‐term perspective, where the board of directors seems to perform different tasks, moving from a value creation to a value protection strategy. Among the others, we find that board size, board independence, and their qualifications, together with their experience in other boards, are associated with a positive performance of the IPO in a short‐term horizon and in the medium–long‐term period, although significant differences emerge among those time perspectives.     

我国上市公司董事会模式研究

董事会是公司治理的核心层,董事会模式对上市公司的发展具有重要意义。文章讨论了我国上市公司的董事会模式及存在问题,并从提高董事会和监事会的运作效率方面提出改进董事会模式的建议与对策。     

The Construction of Risk Management Credibility Within Corporate Boardrooms

Despite various corporate collapses over the last decades, risk management is increasingly influential across organizations worldwide, as if the apparatus’ credibility was impermeable to scandals that, from critical angles, cast doubt on its efficacy. Relying on a cultural perspective of analysis highlighting the range of social processes that protect prevailing institutions’ legitimacy from aberrations, we examined the sense-making approaches employed by corporate boardroom actors to maintain their confidence in the credibility of the risk management apparatus despite being exposed to a continuous flow of corporate failures pointing to risk management efficacy limitations. Specifically, we conducted 35 interviews with corporate board stakeholders, mostly board members and corporate consultants. Our analysis indicates that actors involved in risk management processes tend to interpret aberration cases through perspectives that put the blame on some implementation deficiency, thereby ensuring that risk management's core assumptions are not questioned. These perspectives point to a defensive system of thought grounded in the director and consultancy communities, whose main referents are subject to intense work and re-conceptualization in the aftermath of aberrations, thereby providing community members with the means to make sense of the frictions of organizational life in ways that maintain the legitimacy of the risk management apparatus.     

上市公司独立董事制度实施效果实证研究

董事会是公司治理结构的重要内容之一,独立董事作为董事会的重要组成部分,其职能和工作效率也成为人们关注的重点。本文试图从独立董事总体工作情况、同城异地独立董事工作情况以及个别独立董事薪酬与工作情况关系的角度,考察我国独立董事制度对上市公司治理效果的影响,结果发现,实施独立董事上市公司治理结果有所改进,独立董事异地任职独立作用大。     

公司内部治理风险评价指标体系的构建研究

公司内部治理风险涉及到公司内部利益相关者之间利益关系引发的风险,是公司治理风险中最核心的部分。用股东、董事会、经理层、监事会、员工以及财务信息披露等评价指标分析公司内部治理风险,并且对这些评价指标的风险要素给出其风险评价指标标准,可以逐级分析或计算各个维度的公司内部治理风险评价指标的风险等级,从而推出公司内部治理风险总的风险状况或风险等级,从更深层次了解公司内部治理风险的来源以及评价标准,以确保内部利益相关者的利益均衡,提高公司绩效,降低公司内部治理风险。