Board Committees in Corporate Governance: A Cross‐Disciplinary Review and Agenda for the Future

The importance of board committees – specialized subgroups that exist to perform many of the board's most critical functions, such as setting executive compensation, identifying potential board members, and overseeing financial reporting – has grown over time due to increased legal requirements and greater complexity of the environment in which firms operate. This has resulted in a large body of work examining board committees across the accounting, finance, and management disciplines. However, this research has developed rather independently within each discipline, preventing scholars and practitioners from developing a comprehensive understanding of board committees. To address this issue, we conduct a comprehensive review of the literature that: 1) summarizes and synthesizes antecedents and outcomes associated with board committees in publicly‐traded firms in English common law countries; and 2) offers a critical analysis of existing research, providing recommendations for advancements and new directions in board committee research.     

Loss and damage: a critical discourse analysis of Parties’ positions in climate change negotiations

The years-long negotiations on loss and damage (L&D) associated with climate change impacts reached a milestone with the adoption of the Paris Agreement, sanctioning the permanence of the Warsaw International Mechanism (WIM) created in 2013. The WIM aims at advancing knowledge gathering, coordination and support to address L&D associated with extreme and slow onset events in vulnerable developing countries (Decision 2/CP.19). Despite being among the most controversial issues to be recently treated in climate change negotiation, L&D has attracted little attention in the field of international relations. This paper aims at addressing this gap by reconstructing the emergence and evolution of the negotiating positions on L&D of developing and developed countries. It employs a critical discourse analytical approach and builds on Fairclough’s three-dimensional framework for critical discourse analysis, taking decision 2/CP.19 as the core communicative event. Consistently, the decision is analysed at three different levels: as a text (micro-scale); as a discursive practice (meso-scale); and as a social practice (macro-scale). The analysis makes use of a wide range of materials including previous decisions, High Level Segment statements and Parties submissions. It reconstructs Parties’ conflicting views on the positioning of L&D vis-à-vis the adaptation space (L&D as a part of, or as beyond adaptation) and the scientific, ethical and legal arguments employed to support these standpoints. It highlights, in particular, the strategic importance which the ‘compensation argument’ had in determining developing countries’ capacity to influence the UNFCCC process up to the inclusion of a specific article on L&D in the Paris Agreement. While calls for compensation might have lost momentum as a result of the Warsaw and Paris talks, the paper argues that their potential is far from exhausted. They in fact imply a more general request for climate justice which the UNFCCC has not yet addressed.     

城市轨道交通主变电所无功补偿方案研究

分析了城市轨道交通用电负荷的特点及主变电所无功补偿的意义,在现有三种无功补偿方案(电抗器固定补偿、SVC及SVG动态补偿)的基础上,结合轨道交通用电负荷的特点及目前低压配电系统、直流牵引系统新设备的采用,提出了两种新的无功补偿方案。     

Informal Property Rights as Relational and Functional: Unravelling the Relational Contract in China's Informal Housing Market

In the face of state-led land grabs, enterprising Chinese peasants have started a revolution in the ambiguous and insecure rural tenure system by developing an extralegal property system known as the small property right (SPR). Using the SPR, peasants are able to capitalize on their property through the sale of houses built on collectively owned land. Little is known, however, about the specific process behind the development of the SPR by the peasants, or how this extralegal property system functions in terms of securing the use and transfer of property without the backing of law. This article aims to clarify the situation through the lenses of the Endogenous Nature of Institutions and Relational Contract Theory, aiming to understand the socially constructed, endogenous and relational nature of the property rights that make SPR functional. Based on an ethnographic investigation of Beijing's largest SPR housing settlement, we show how enterprising peasants develop long-term relational contracts with urban households for the provision of housing services, secured on the basis of the common interests and symbiosis of the two parties and a reputation system that serves to deter defaults. The discretionary treatment of SPR housing by local states serves as a further motivation for the village and the informal homeowners to preserve a stable property arrangement, with such a specific institutional setting being an exemplar of China's pragmatic state entrepreneurialism.     

Promotion and Prevention Contracts in Industry Level Firm to Firm Dyad

ABSTRACT

Purpose

This article aims to introduce and distinguish two features of contract design – prevention and promotion contracts – and compares their effects on opportunism within the distributor–supplier relationship. It also examines the moderating role of ex post contract enforcement strategies.     

股权再融资与企业现金分红

股权再融资往往意味着企业存在大量的融资需求,而实践中普遍存在的股权再融资后立即现金分红的现象有悖于募集资金的优序使用原则。基于此,本文从管理层自利视角出发,在对企业股权再融资后现金分红的行为偏好检验的基础上,进一步选取管理层薪酬增长率和企业股权质押活动作为管理层自利程度的代理变量,探索企业股权再融资后现金分红倾向的边界条件,为该行为背后的代理动机提供证明。基于2007~2017年所有A股上市公司样本,研究发现,企业的确存在股权再融资后立即现金分红的行为倾向;而较低的管理层薪酬增长率和企业股权质押活动会加剧企业股权融资对现金分红的促进作用。进一步研究发现,企业股权再融资活动会给现金分红带来消极的市场反应。上述研究结果表明,管理层自利是股权再融资的重要推动因素,而这一行为会给企业利益造成损害。     

国内外电力建设工程竣工移交条件差异及合同纠纷分析

国内外电力建设工程竣工移交时,在性能试验责任主体、时间、试验项目等多方面存在较多差异,进而导致了工程投入商业运行、颁发移交生产交接书、缺陷责任期起始和结束等诸多时间的不一致,这些差异和不一致可能引起业主与EPC承包商之间的合同纠纷。本文对上述差异和可能引起的纠纷进行了分析,并提出对策和建议。     

CEO compensation in EU telecom companies: Does the state design the right incentives?

This paper analyzes the structure of CEO pay in European fixed telecommunication companies, focusing on the impact of state ownership. Results show that, under the (partial or total) control of the state, the level of CEO compensation is lower and pay-performance sensitivity is higher than in privately-controlled firms. This finding suggests the state provides an incentive as well as a monitoring effect. However, when the state holds the majority of the shares, the pay level is significantly affected by the CEO power, suggesting that in these firms, CEOs are more likely to be entrenched with boards and succeed in raising their pay.