浅谈公司治理对企业社会责任的影响

文章从公司的治理研究入手,详细的分析了企业社会责任与公司治理的关系,并有效地进行了内部和外部的治理机制验证,得到企业社会责任的进一步升华.     

The effectiveness of corporate codes of ethics

While the focus on business ethics is increasing in business school curricula, there has been little systematic scholarly research on the forces which bring about ethical behavior. This article is intended as a first step toward that research by creating a catalogue of hypotheses concerning the efficacy of corporate codes of ethics. The hypotheses are drawn from studies of compliance with law and court decisions and theories of legitimacy, authority, public policy making and individual behavior. Hypotheses are proposed based on the structure of the organization, the source of the code of ethics within the organization, the content of the code, sanctions for noncompliance, protections for refusal to engage in unethical behavior, and rewards for compliance.Dr. Steven Weller has written extensively on problems of court process and organizational behavior. He possesses a J.D. and a Ph.D. in Political Science and has taught both in Business Law and in Political Science. He is presently a solo law practitioner, teacher and research consultant in Boulder, Colorado.     

Can business ethics enhance corporate governance? Evidence from a survey of UK insurance executives

This paper seeks to explore the implementation of corporate ethical culture and policies as an adjunct to formal forms of corporate governance. The insurance industry utilises a variety of external governance structures, but is almost unique in that stock companies (which are exposed to an external market for corporate control) and mutual companies (which are owned by a subset of their customers) are in active competition. A questionnaire survey of senior executives in U.K. insurance companies was undertaken to explore the implementation of ethical policies and codes, to investigate ethical attitudes, and to analyze the extent to which these policies and attitudes varied among companies. The results suggest that ethical policies have a higher profile and ethical attitudes and behaviour are more positive in mutual as opposed to stock insurance companies. These findings support the contention that a strong corporate ethical culture may be utilised to enhance formal corporate governance instruments. Stephen Diacon and Christine Ennew both work in the School of Management and Finance at the University of Nottingham, United Kingdom. Dr. Diacon is Senior Lecturer in Insurance Studies and Director of the University of Nottingham Insurance Centre. Dr. Ennew is Reader in Marketing and Associate Editor of International Journal of Bank Marketing.     

中外公司治理结构比较研究

公司治理结构问题不仅是法学家研究的领域,更多地为经济学家和社会学家所关注.本文以股东本位、股东利益最大化为研究的逻辑起点,通过对世界上三种典型的公司内部治理结构模式与中国公司内部治理结构的比较研究,揭示公司股权结构与公司内部治理结构之间存在密切的关系,进一步分析了不同股权结构对公司内部治理结构的效率所产生的影响,提出可以从改善公司股权结构和改善公司内部治理结构制度缺陷两方面对中国公司制度加以完善.     

The impact of corporate governance on financial control

This study explores the impact of corporate governance on financial control by studying manufacture industry. Results show that factors such as the percentage of shares held by the controlling shareholder, independent directors system, and the degree of activeness of the board of directors all have marked influences on financial control. Suggestions for financial management improvement are also discussed.     

The role of ethics in global corporate culture

Whatever ethnic, religious, or other cultural boundaries may have evolved through history, a global corporate culture is increasingly subsuming these traditional divisions. Multinational corporations, internationally linked securities markets, and omnipresent communication networks characterize this global corporate culture. The dynamics of corporate culture centres on the intricate web of contractual relations between stakeholders. This study addresses the question of how these stakeholder contracts can be most efficiently enforced. Three alternative contractual enforcement mechanisms are identified: the legal system, a generally accepted moral code, and stakeholders' desire to build and maintain reputations. Each alternative is critically evaluated and conclusions are drawn as to the relative feasibility and desirability of each enforcement mechanism. John Dobson is an Assistant Professor of Finance at The University of Mississippi. As a member of The Centre for Industrial Planning and Strategy (CIPS), he co-authored a study on the global man-made fibre industry. He has recently presented papers on reputation effects at the Southern Finance Association annual meeting, and has had articles and letters published in various academic journals including Business and Society and Financial Management. He is currently developing a curriculum for a course in Financial Contracting at the University of Mississippi. An earlier version of this paper was presented at the 1988 Southern Finance Association meetings in San Antonio.     

Questioning corporate codes of ethics

This paper argues that corporate Codes of Ethics lose their ability to further moral responsiveness because of the narrow instrumental purposes that inform their adoption and use. It draws on Jacques Derrida's reading of Emmanuel Levinas to argue that, despite the fact that all philosophical language entails a certain violence, corporate Codes of Ethics could potentially play a more meaningful role in furthering ethical questioning within corporations. The paper argues that Derrida's reading of Levinas' notion of ‘the third’ could precipitate the emergence of a broader sense of ethical responsibility towards multiple others within corporations. Codes may also present the opportunity for corporations to engage in the reconsideration of their own purposes in the light of questions of justice towards multiple others. How these changes in the establishment and use of Codes may be accomplished is explored towards the end of the paper.     

The impossibility of corporate ethics: for a Levinasian approach to managerial ethics

The moral philosophy of Levinas offers a stark prospectus of impossibility for corporate ethics. It differs from most traditional ethical theories in that, for Levinas, the ethical develops in a personal meeting of one with the Other, rather than residing in some internal deliberation of the moral subject. Levinasian ethics emphasises an infinite personal responsibility arising for each of us in the face of the Other and in the presence of the Third. It stresses the imperious demand we experience to be open to, prepared for and impassioned with that which we may not know, or recognise, about ourselves or about the Other. Such a demand transcends our intellectual and/or rational potential; it involves us in a carnal and somatic bodily experience of otherness. If we are to speak of Levinasian ethics in a business context, it cannot be a matter of corporate ethics but only a matter of individual managerial ethics. What such an ethics would be like is yet to be outlined. This paper proposes a series of questions and suggestions that will explicate some key terms of a practice organised around a Levinasian vocabulary of otherness, responsibility, proximity, diachrony and justice.     

The ethics of worker safety nets for corporate change

Corporate change and employee dislocation are inevitable in a free market. However, the current employment relationship in the U.S. that affords a perceived employment safety net is contrary to the natural canon of honesty. Employees cannot be guaranteed employment when a company fails or a product is no longer viable. Attempts to provide costly employment safety nets cause a firm to allocate resources to nonproductive programs that may ultimately cause a loss of competitiveness. These strategies to provide alternate employment may provide only short-term solutions. But even short-term safety nets against unemployment may be sending employees unrealistic messages ... a permanent safety net against unemployment. As a result, employees may lose incentive to be innovative in creating their own personal safety nets. The resolution is candor about the risk of employment. A false employment safety net is not what employees want or need and in the long run it may be detrimental to American competitiveness.Marianne M. Jennings is a professor of legal and ethical studies in business in the College of Business at Arizona State University. She is an attorney who has served as a commissioner for the Arizona Corporation Commission. She is the author of four textbooks and two monographs includingBusiness and its Legal Environment andAvoiding and Surviving Lawsuits: An Executive Guide to Legal Strategy for Business. She currently serves as a director for Arizona Public Service and is a columnist forThe Arizona Republic.Larry R. Smeltzer is Chairman of the Department of Business Administration and specializes in Management Communication. He has published numerous articles in such journals asHarvard Business Review and theJournal of Management as well as several books.Marie F. Zener recently completed her dissertation on organizational change and earned a PhD. in Business Administration. She has a background in communication strategy and has taught at Boise State University and Arizona State University.     

浅谈我国公司治理结构存在问题及对策

公司的治理结构是在公司所有权与经营权相互分离的情况下,有公司的董事会内部成员之间的一种关系定位结构,它涉及到多个方面的联动利益协作.作为一种经济运行体的必然遵循原则,治理结构的范围适用具备了广泛性.本文从一个全新角度对公司治理结构进行阐述,并根据我国社会主义发展国情,更加完善了符合我们的治理结构.     

浅谈我国公司治理结构存在问题及对策

公司的治理结构是在公司所有权与经营权相互分离的情况下,有公司的董事会内部成员之间的一种关系定位结构,它涉及到多个方面的联动利益协作.作为一种经济运行体的必然遵循原则,治理结构的范围适用具备了广泛性.本文从一个全新角度对公司治理结构进行阐述,并根据我国社会主义发展国情,更加完善了符合我们的治理结构.     

Organizational attention to corporate social responsibility and corporate social performance: the moderating effects of corporate governance

Many studies have explored the antecedents of corporate social performance (CSP), such as institutional forces and stakeholder pressures. However, few studies examine CSP from a socio‐cognitive perspective. To address this research void, this study adopts an attention‐based approach to examine the relationship between managers' attention to social issues and CSP. More important, this study reports that this relationship will be moderated by governance mechanisms that constrain managerial discretion. Using a sample of Chinese listed firms, this study provides empirical support for these arguments. Therefore, our study adds new insights to the literature addressing CSP from a socio‐cognitive perspective and speaks to the structural features, both inside and outside organizations, that guide managers' attention.     

浅议风险资本与高新技术企业的公司治理

当前,由于风险投资在高新技术企业中所占的股权巨大,使得高新技术企业的公司治理变得复杂、特殊.风险资本市场本身具有风险性强、涉及范围广等特点,只有使其功能充分发挥出来,才能促进风险资本的合理开发,促进高新技术企业的技术创新,才能使高新技术企业的公司治理顺利开展.本文主要从风险资本最基本的运作原理入手,分析目前高新技术企业的公司治理过程中存在的风险,以及高新技术企业如何在各种风险中吸引风险投资.     

The role of corporate governance in FDI decisions: Evidence from Taiwan

There has been a considerable literature on the determinants of why firms undertake foreign direct investment (FDI), but very little on whether firms with different governance characteristics are more or less likely to venture overseas. For example, are family-controlled firms more predisposed to FDI than firms, with similar attributes, but different forms of ownership? Does the presence of institutional shareholders suggest a greater propensity to invest abroad? Does the composition of the Board of Directors have an impact? Most extant studies of corporate governance focus on the impact of governance factors on firm performance. However, these performance outcomes are a function of the strategic decisions made by the firms, which suggests it might be useful to consider the relationship between corporate governance factors and particular strategic decisions. One example is the decision to undertake foreign direct investment. The two main strands of IB literature on the determinants of FDI have little or nothing to say about how corporate governance factors might affect the FDI decision. Both internalisation theory and the resource-based view see FDI primarily as a means by which firms can appropriate rents in overseas markets from the exploitation of their idiosyncratic resources and capabilities. This paper extends this literature by investigating the effects of governance factors on the decision to undertake FDI. In particular, we want to assess the impact upon the FDI decision of (a) the extent of family control, (b) the presence of domestic and foreign institutional shareholders, and (c) the composition of the Board of Directors. We investigate these effects using a sample of 228 publicly listed firms in Taiwan, and our results clearly indicate that family control and share ownership by domestic financial institutions in Taiwanese firms are associated with the decision to undertake FDI. We also find that corporate governance impacts in different ways with regard to Taiwanese FDI in China in comparison to Taiwanese FDI in the rest of the world.     

Cash holdings and corporate governance in family-controlled firms

This study examines the association between corporate governance and cash policy within family-controlled firms. Family businesses are complex, because, in addition to dealing with common business requirements and opportunities, they must consider the needs and desires of the family owners. The results of this study show that the impact of corporate governance, with its separation of control rights and cash flow rights, director-ownership-in-pledge ratio and proportion of independent directors on cash policy, differs between family-controlled and nonfamily-controlled firms. Separation of seat control rights and cash flow rights, as well as chair duality, significantly affects the cash policy within different levels of cash holdings in firms.     

Overseas listing, voluntary corporate governance and performance

This paper analyzes the evolution of Sinopec’s corporate governance system and performance in the domestic capital market after its overseas listing. Results show that Sinopec’s governance system successfully evolves from a mandatory type to a voluntary type as a result of conformation to legal regulatory systems in the overseas market as exogenous forces and company voluntary decision-makings as endogenous forces. Sinopec takes the initiative to carry out corporate governance innovation, which has significantly improved its performance in the domestic capital market.