公司治理与银行成长之关系探讨(上)——兼论我国银行公司治理的建构

经过20多年的改革以后,我国银行业终于将改革的重点置于"建立和完善良好的银行公司治理".本文从公司治理与银行经营绩效的内在逻辑关系出发,比较分析了不同公司治理模式及其特征,从理论上阐述了公司治理的本质以及加强公司治理建设的重要性,并针对我国银行公司治理面临的诸多现实挑战,提出了相关策略建议.     

Corporate Community Contributions in the United Kingdom and the United States

We address the issue of UK firms relatively poor record of corporate community contributions (CCCs) by subjecting them to formal comparison with those of US firms. To this end, we employ data on the top 100 UK, and top 100 US, contributors in 2001. Cross-country differences are described and discussed with reference to a stakeholder perspective on corporate social responsibility, and CCCs in particular. In this connection, we evaluate the role played by the sectoral composition of activities, as well as national, cultural and institutional factors. Our findings highlight a number of significant cross-country differences in the pattern of CCCs and suggest that UK and US firms operate within significantly different stakeholder environments.JEL Classification: M14Stephen Brammer is a Lecturer in Business Economics at University of Bath, with research interests in the area of corporate social responsibility. Much of his recent research has examined the stimuli for corporate socially responsive behaviour, the management of business social responsibilities, and the relationships between firm social performance and other dimensions of corporate performance. Recent publications include articles in the Journal of Management Studies, the European Management Journal and Business Ethics: A European Review.Stephen Pavelin is a Lecturer in Economics at the University of Reading, with research interests in foreign direct investment and corporate social responsibility. His current research agenda seeks to address: the effect of corporate social performance on the reputations and financial performance of firms; the incidence and quality of social and environmental reporting; demographic diversity (regarding gender and ethnicity) among corporate boards; and the effect of firms geographical diversification on their social performance. Recent publications include articles in the International Journal of Industrial Organisation, the Open Economies Review, the European Management Journal and Business Ethics: A European Review.     

Charity Retailing in the United Kingdom: A Managerial Capabilities Perspective

Nonprofit organizations are venturing into commercial activities due to the intense competition for the limited government funds and declining availability of donor funds for third‐sector organizations that address social problems. Charity retailing, a popular choice of commercial activity for nonprofit organization, has filled vacant premises in the high streets of the small towns and suburbs of large cities in the United Kingdom. Successful charity retail operation requires distinctive capabilities necessary to manage organizations' resources in commercial environment. Using 60 in‐depth elite interviews, we introduce the concept of managerial capabilities for charity retailing. Research propositions and management implications are discussed.     

Corporate Governance and Strategic Change in SMEs: The Effects of Ownership,Board Composition and Top Management Teams

This paper investigates how governance mechanisms affect the ability of small- and medium-sized enterprises (SMEs) to introduce strategic change. Previous research typically assumes that governance mechanisms operate independently of each other. Building on agency theory and insights from the literature on small firm governance, we hypothesize that governance variables related to ownership, the board of directors and the top management team all affect strategic change and that it is important to examine the interaction effects of these governance mechanisms. Using a longitudinal sample of over 800 SMEs, our general logic and hypotheses are supported by the analyses. We find that closely held firms exhibit less strategic change than do SMEs relying on more widespread ownership structures. However, to some extent, closely held firms can overcome these weaknesses and achieve strategic change by utilizing outside directors on the board and/or extending the size of the top management teams. Implications for theory and management practice in SMEs are discussed. All three authors have contributed equally to the paper. Their names are listed alphabetically.     

Corporate governance in the post Sarbanes-Oxley period: Compensation disclosure and analysis (CD&A)

In recent years, the entire fabric of corporate governance, certainly in the United States, has dramatically changed. With the passage of what has colloquially become known as SOX (the Sarbanes-Oxley Act of 2002), US-based corporations have operated under stricter governance guidelines than at any previous time, especially as regards the structure of boards of directors and financial oversight of the corporation. A now perennial governance “hot button” issue not addressed by SOX is concern over continually rising executive compensation. Until the 2006 adoption of new compensation disclosure guidelines by the Securities and Exchange Commission (SEC), it had been nearly 15 years since federal attention had been devoted to compensation guidelines or regulations. Beginning with 2007 filings, US corporations must now include a Compensation Disclosure and Analysis (CD&A) section. The intent behind the CD&A is to provide investors access to clear explanations of executive compensation and the philosophy that underlies compensation. As often happens, this good intent is accompanied by several unintended risks that may mitigate the effectiveness of the CD&A.     

An Examination of the Structure of Executive Compensation and Corporate Social Responsibility: A Canadian Investigation

We explore the extent to which Boards use executive compensation to incite firms to act in accordance with social and environmental objectives (e.g., Johnson, R. and D. Greening: 1999, Academy of Management Journal 42(5), 564–578 ; Kane, E. J.: 2002, Journal of Banking and Finance 26, 1919–1933.). We examine the association between executive compensation and corporate social responsibility (CSR) for 77 Canadian firms using three key components of executives’ compensation structure: salary, bonus, and stock options. Similar to prior research (McGuire, J., S. Dow and K. Argheyd: 2003, Journal of Business Ethics 45(4), 341–359), we measure three different aspects of CSR, which include Total CSR as well as CSR Strengths and CSR Weaknesses. CSR Strengths and CSR Weaknesses capture the positive and negative aspects of CSR, respectively. We find significant positive relationships between: (1) Salary and CSR Weaknesses, (2) Bonus and CSR Strengths, (3) Stock Options and Total CSR; and (4) Stock Options and CSR Strengths. Our findings suggest the importance of the structure of executive compensation in encouraging socially responsible actions, particularly for larger Canadian firms. This in turn suggests that executive compensation can be an effective tool in aligning executives’ welfare with that of the “common good”, which results in more socially responsible firms (Bebchuk, L., J. Fried and D. Walker: 2002, The University of Chicago Law Review 69, 751–846; Zalewski, D.: 2003, Journal of Economic Issues 37(2), 503–509). In addition, our findings suggest the importance of institutional context in influencing the association between executive compensation and CSR. Further implications for practice and research are discussed.Lois. Mahoney is an Assistant Professor at Eastern Michigan University. Her research is focused in the areas of ethics and accounting information systems. She has published in ethics and accounting journals including Journal of Business Ethics, Business Ethics Quarterly, Research on Professional Responsibility and Ethics in Accounting, Information and Organization. Dr. Mahoney has received several research awards, including Best Paper award at the Seventh Symposium on Ethics Research in Accounting. Dr. Mahoney is also actively involved in the American Accounting Association.Linda Thorn is an Associate Professor at York University in Toronto Ontario. Her research focuses on ethical decision making, the ethics of accountants and accounting students and ethical aspects of accounting information. She has published in ethics and accounting journal including among others, Business Ethics Quarterly, Journal of Business Ethics, Contemporary Accounting Research, Behavioral Research in Accounting and Audit: A Journal of Practice in Theory.     

Galvanising Shareholder Activism: A Prerequisite for Effective Corporate Governance and Accountability in Nigeria

Shareholder activism has been largely neglected in the few available studies on corporate governance in sub Saharan Africa. Following the recent challenges posed by the Cadbury Nigeria Plc, this paper examines shareholder activism in an evolving corporate governance institutional context and identifies strategic opportunities associated with shareholders’ empowerment through changes in code of corporate governance and recent developments in information and communications technologies in Nigeria; especially in relation to corporate social responsibility in Nigeria. It is expected that the paper would contribute to the scarce literature on corporate governance and accountability in Africa. Olufemi Amao (LLM, Warwick; LLM, Ibadan, Nigeria; LLB, OAU, Nigeria; BA, Ilorin, Nigeria; BL, NLS) is a PhD candidate at the Faculty of Law, University College Cork, Ireland. He is a recipient of the President PhD Scholarship and the Department of Law Scholarship. His current research interests include Corporate Social Responsibility, Corporate Governance, Multinational Corporations and Human Rights. Kenneth Amaeshi is a Research Fellow at Warwick Business School. His research interests include commercialisation of intellectual property assets; governance of global innovation networks; R&D partnerships; sustainable innovation; multinational corporations and corporate social responsibility in developing economies. He is currently studying comparative political economy of corporate stakeholding and corporate social responsibility. He is the 2007 winner of the International award for excellence in the field of interdisciplinary social sciences, awarded by the international journal of interdisciplinary social sciences (Australia/USA).     

The Cultural Dimension of Codes of Corporate Governance: A Focus on the Olivencia Report

The article deals with the sociocultural and historical background of the Olivencia Report and relates this to the document's content, particularly, to its recommendations for Spanish Boards. A discussion of the distinctively Spanish understandings of loyalty, due diligence and transparency is included. The work ends with insights into parallelisms between corporate governance and political government, specifically on the role of culture, democratic representation and accountability, the distribution of power, the protection of property rights and equality.     

公司治理与公司绩效关系的实证分析——以竞争性行业上市公司为例

运用深沪两市126家竞争性行业上市公司2002年的数据,从股权结构、董事会结构和高管激励等内外两种治理机制综合考虑了我国公司治理与公司绩效之间的关系。认为多元化股东、外部董事比例和高管激励是公司治理最为重要的三个因素,是影响公司绩效最为显著的变量;第一大股东是否为法人股、独立董事的作用、是否在国外上市对公司绩效没有显著的影响作用。     

国企民营化与高管的薪酬业绩敏感性——基于我国上市公司民营化样本实践的检验

对国企民营化改革效果的期望中,理性的受让方势必要求企业的高管薪酬契约更加有效,进而有助于提升企业业绩。本文以2003-2014年我国上市公司数据为样本,采用双重差分的方法考察国企民营化对高管薪酬激励有效性的影响。国企民营化显著提高了高管的薪酬,但降低了高管的薪酬业绩敏感性。进一步研究发现,按照民营化程度分组,在高管变更与民营化后不存在国有股权的样本中,高管薪酬业绩敏感性显著下降;依据国企民营化后的公司治理结构分析,在国企民营化后的股权制衡低与不存在机构投资者样本中,高管薪酬业绩敏感性显著下降。研究表明,提升企业高管薪酬激励的有效性,并非民营化简单地一改就灵,不同的公司治理、企业规模、民营化的程度等,都对其有影响。所以,国企民化改革需要把握好节奏和程度,要重视适度保留和发挥国有股权成分的治理作用。另外,研究结论的拓展反思,对国有企业现行的高管薪酬制度的管理与改革有启示意义。     

20世纪30年代末以来英国居民收入差距的历史变迁及现状评价

20世纪30年代末以来,英国的居民收入差距经历了一个先缩小后扩大的U型变化过程。20世纪70年代末以后英国居民收入差距开始持续扩大,不过进入20世纪90年代该趋势得到控制,收入差距趋于稳定,当前,英国收入差距并不大,在世界范围内处于中等偏低水平。英国居民收入差距的变化意味着居民收入差距的变化趋势不会固定不变,也说明政府政策的取向和干预力度对居民收入差距有着重要的影响。     

第二大股东持股的治理效应——基于上市公司的实证分析

本文以763家上市公司2003年的横截面数据为样本,通过考察公司绩效与第二大股东持股之间的经验关系,考察了第二大股东持股的治理功能。通过结合上市公司数据建立一个多元模型来说明第二大股东是如何监督第一大股东、影响公司价值的。研究发现,第二大股东的存在没有显示出积极的治理激励功能及对第一大股东的监督激励作用;在我国目前的制度背景下,相对控股是一种最佳的平衡状态。     

Measuring Corporate Citizenship in Two Countries: The Case of the United States and France

Based on an extensive review of the literature and field surveys, the paper proposes a conceptualization and operationalization of corporate citizenship meaningful in two countries: the United States and France. A survey of 210 American and 120 French managers provides support for the proposed definition of corporate citizenship as a construct including the four correlated factors of economic, legal, ethical, and discretionary citizenship. The managerial implications of the research and directions for future research are discussed.     

How cannibalistic is the Internet channel? A study of the newspaper industry in the United Kingdom and The Netherlands

During the past decade, irrational exuberance has turned into a possibly equally irrational pessimism about what the Internet can accomplish. The fear of getting ruined through cannibalization losses has recently deterred many firms from deploying the Internet as a distribution channel. But do Internet channels really cannibalize firms' entrenched channels, or is this widely held assumption exaggerated? To answer this question, we apply recent structural-break time-series econometrics to quantify the impact of an Internet channel addition on the long-run performance evolution of a firm's established channels. Using a database of 85 Internet channel additions over the last 10 years in the newspaper industries of the UK and The Netherlands, we find that the often-cited cannibalization fears have, at least in this information-goods industry, been largely overstated. The Internet therefore need not be disruptive to established companies and channels. This does not, however, imply that firms enjoy free play in setting up Internet channels. In cases where the newly established Internet channel too closely mimics the entrenched channels, substantial cannibalization is more likely to take place.     

Proximity and Rationalisation: The Limits of a Levinasian Ethics in the Context of Corporate Governance and Regulation

In this article, I explore how the ideas of French philosopher Emmanuel Levinas offer insights into a debate often held today in the field of corporate governance, concerning the relative merits of statutory and voluntary approaches to the regulation of business. The philosophical position outlined by Levinas questions whether any rule-based systematisation of ethical responsibility, either statutory or voluntary, can ever equate to a genuine responsibility for the other person. I reflect on how various authors have adapted Levinas’s philosophy to form a critique of bureaucracy and rule following in business, and the lack of ethical authenticity in corporate codes. However, this article also considers the question of whether a theoretical separation can be made between an ethical responsibility based on sensibility (as is suggested by Levinas) and a rational conceptualisation of how one is required to act. Considering the difficulty of disentangling these notions of ethics, I return to the problem of corporate governance and suggest an approach to stakeholder conflict based on mediation and dialogue, which rules out neither principles of conduct nor an openness of responsibility to the Other.     

绿色金融政策、公司治理与企业环境信息披露——以502家重污染行业上市公司为例

以502家重污染行业上市公司为研究对象,选取2006-2008年度上市公司披露的环境信息,构建环境信息披露指数,系统考察绿色金融政策下公司治理因素对企业环境信息披露水平的影响。研究结果发现,国有股权、第一大股东持股比例、审计委员会以及设立环保部等公司治理因素对环境信息披露水平的提高影响非常显著,而绿色金融政策则强化了这些因素的环保作用。     

Retailers and their relationships with their financial services suppliers: the case of debit card charges in the United Kingdom

The mid 1990s has seen a very rapid growth in both the holding and use of debit cards in the UK. There are now just over 27 million debit cards issued in the UK under the marques Switch and Visa Delta. Debit card transactions immediately debit the account of the card holder. These transactions are acquired by a financial institution (the acquirer), who reimburses the retailer of the purchase sum minus a negotiated fee, the merchant service charge (MSC). In the UK the MSC is a fixed fee per transaction as opposed to credit card transactions that are levied as a percentage of the transaction value. The level of the fixed fee payments vary enormously from just a few pence for large corporate clients to anything up to 80 p for some small independent retailers. The authors of this paper were commissioned to undertake a research programme into retailer attitudes to card payment systems. This paper will outline the main implication of the research in terms of marketing the acquiring service to retailers and consequent relationship between acquirer and retailer. Relationship marketing can be seen as a return to a more traditional method of bank management, in terms of close relationships between banks and businesses. With the development of specialist sections and departments such as card services there may have been a more transactional marketing approach by the banks. Merchant acquirers should focus more attention on retention rather than recruitment and treat each customer as an individual. Factors other than price and technology, for example quality and customer service, should be emphasized to protect themselves from competition and to encourage long term customer loyalty.     

Entry,Growth and Patenting in Industrial Clusters: A Study of the Aerospace Industry in the UK

This paper studies how firm performance is influenced by the strength of the industrial cluster (or industrial district) in which it is located. The paper presents estimates of firm-level employment and patent growth models for a range of '5-digit' aerospace industries in the UK. In these models, employment in the firm's own sector and employment in other sectors is taken as a measure of the strength of the cluster. Strong positive clustering effects are found in many sectors, but nevertheless some clustering effects are negative. Entry into clusters of this industry is also examined and some sectors are found to attract new entry while others are only attracted.     

The Role of the Beneficiary in Willingness to Pay for Socially Responsible Products: A Meta-analysis

Many companies have made significant investments in socially responsible production practices for their products. Environmentally safe cleaning products, fair trade coffee, and sustainable seafood are just a few examples. In this paper, we conduct a meta-analysis of over 80 published and unpublished research papers across a large number of product categories to better understand differences in willingness to pay (WTP) for socially responsible products. In particular, we are interested in whether the beneficiary of the social responsibility program—humans, animals, or the environment—affects WTP. We use two dependent variables: the percentage premium people are willing to pay and the proportion of respondents who are willing to pay a positive premium. We find that the mean percentage premium is 16.8 percent and that, on average, 60 percent of respondents are willing to pay a positive premium. Importantly, across both dependent measures, we find that WTP is greater for products where the socially responsible element benefits humans (e.g., labor practices) compared to those that benefit the environment. Implications for retailers, manufacturers, and future research are discussed.     

企业社会责任行为与企业竞争优势:转化效应与逻辑——来自中国100强社会责任上市公司经验证据的分析

本文从竞争优势构成的多层次性入手,剖析企业社会责任与竞争优势之间的契合点和转化机理;选取2009-2015年中国不同性质的社会责任前100强上市公司作为研究对象,引入CSR行为理论探究不同CSR行为在竞争优势不同层面的转化效应。从总体上看,CSR活动对企业竞争优势有显著提升效应,在资源能力与企业价值层面转化效应较好,但企业绩效层面转化效应不显著;不同CSR行为向竞争优势转化的效应不同,而且企业规模越大,转化效应越显著,这一结论 (发现),基于竞争优势来源构成的不同层次,对CSR-CFP关系之谜给出一种合理解释。