保险公司治理评价:指标体系构建与评分计算方法

保险公司治理评价是保险公司治理理论与实践的重要组成部分。本文构建了一个涵盖股东权益机制、董事会治理、监事会治理、经理层治理、信息披露机制、利益相关者治理、公司治理文化、公司社会责任等8个一级指标以及与之相关的33个二级指标和117个三级指标的保险公司治理评价指标体系。本文基于层次分析法对保险公司治理评分的计算方法进行了探讨,并籍此对保险公司治理评分进行了算例分析。该保险公司治理评价指标体系与评分计算方法有利于促进保险公司自身的治理诊断控制,并能为保险公司的股东、债权人、员工、客户等各类利益相关者的相关决策及政府的监管提供有益的指导与参考。     

The effect of stock-based incentives and governance mechanisms on voluntary disclosure of intangibles

The purpose of this study is to investigate the role of stock-based incentives in encouraging more voluntary disclosures about firm-specific intangibles. I also examine whether corporate governance, previously found to be related to voluntary disclosures, is a complement to or substitute for stock-based incentives. Using content analysis of annual reports of a sample of high-tech firms, I find that stock-based incentives are positively associated with firms' voluntary disclosures about intangibles. With regard to the effect of governance mechanisms, I find that corporate governance does not have a relationship with disclosures when stock-based incentives are low. On the other hand, better governance will strengthen the positive effect of stock-based incentives on disclosures, suggesting that governance and incentives mechanisms are complements instead of substitutes. The results also show that this complementary effect primarily results from the internal monitoring provided by the board of directors.     

Does CEO duality constrain board independence? Some evidence from audit pricing

This study examines whether CEO duality affects the association between board independence and demand for higher quality audits, proxied by audit fee. The findings show that there is a positive association between board independence and audit fees. This result is consistent with findings of Carcello et al. (2002) that more independent boards demand higher audit quality and effort. However, this positive association is only present in firms without CEO duality, thus suggesting that CEO duality constrains board independence. The results support recommendations against CEO duality by showing that dominant CEOs may compromise the independence of their board of directors. Additionally, evidence is provided that board size (the number of directors on the board) is positively associated with audit fee pricing. This is consistent with prior studies that indicate that larger board sizes are associated with inefficiency and negative firm performance.     

Does the reputation mechanism apply to independent directors in emerging markets? Evidence from China

We examine whether reputable independent directors improve firm performance and governance quality in emerging markets, using data from China. Firms with such directors, measured as the number of directorships in other listed firms, have higher profitability, operating efficiency and productivity. They suffer from fewer agency problems, pay more cash dividends and have lower likelihoods of receiving modified audit opinions and participating in financial disclosure-related irregularities than their counterparts. In China’s unique institutional context, the reputation mechanism for independent directors applies to firms in regions with weak marketization environments, non-state-owned enterprises and firms without political connections; it also applies when external governance is weak. Overall, reputable independent directors appear to occupy valuable advising and monitoring roles and compensate for weak institutions and governance in China.     

Chair-CEO generation gap and bank risk-taking

Poor bank governance has disastrous consequences for economies as the 2007–2009 financial crisis has shown. In the aftermath, board diversity is identified as an effective mechanism to enhance bank governance. Diversity, creating cognitive conflict between board members, is expected to enhance board's independence of thought to better perform monitoring and advising functions. Age is a key demographic measure and age dissimilarity between the chair and the CEO in non-financial firms leads to better economic outcomes (Goergen, Limbach, & Scholz, 2015). In this paper, we examine whether chair-CEO age dissimilarity can mitigate banks' excessive risk-taking behaviour. Using a unique sample of 100 listed banks in Europe between 2005 and 2014, we find that age difference between the chair and the CEO reduces bank risk-taking. A chair-CEO generational gap –defined as a minimum of 20 years' age difference– has a larger impact in reducing risk-taking.     

将“合伙人制”融入“合作制”的一项尝试——基于MGL合作社的案例解读与探讨

当前,合作社异化已成为阻碍合作社进一步发展的痛点,其中合作制下社员剩余索取权和控制权的丧失是矛盾核心,因而探求其改进方式对合作社长远发展、实现乡村振兴有重要意义。本文基于效率与公平衡量维度,通过对MGL合作社这一典型案例进行剖析发现,有效的合作社在治理结构和利益分配上具备合伙人制特征,并且基本契合不完全契约理论有关能够有效解决契约双方信息不对称以及剩余索取权、控制权被少数社员占有的论述。对此,应充分重视合伙人制在合作社发展中的内在有效性,弱化其是否具有规范的外在形式。     

创业企业资本融资:相机治理的研究视角

由于创业企业的信息不对称,易产生逆向选择,导致创业资本市场低效率,因此创业企业融资难众所周知。本文从相机治理的角度,通过一套制度安排,实现了创业投资家对创业企业家的激励与约束,成功地解决了创业投资家与创业企业家之间的委托代理问题,使创业企业获得了创业资本的支持。     

New development: Unified scores of governance capacity using a Bayesian latent variable analysis

A plethora of governance measures has been developed to assess governance capacity in different countries. Choosing one indicator over another involves discretionary decision issues. This article presents a new unified measure of governance capacity for the administrative and political dimensions. The unified measure provides a more accurate understanding of governance than single indices.     

The Relevance of Western Corporate Governance in Mitigating Management Misconduct in Thailand

This article provides empirical evidence on the relevance of structures central to Western models of corporate governance in mitigating management misconduct in Thailand. We find no evidence supporting the effectiveness of Western-based corporate governance structures such as board independence, audit committee effectiveness, and separating the roles of CEO and Board Chair in limiting management misconduct. However, we do find evidence supportive of independent directors with more experience and longer tenure, the presence of institutional ownership, and concentrated controlling ownership in limiting management misconduct. This provides some support for the validity of resource dependency theory in an emerging economy setting.     

International compliance with new Basel Accord principles for risk governance

We assess international compliance with the Basel Committee's 2010 guidance on governance of banking organisations. Based on an extensive examination of regulatory documents in selected advanced economies, we find that reform is incomplete in jurisdictions most affected by the financial crisis, and with the largest financial centres. In contrast, other countries less affected by the financial crisis have enacted risk governance reforms as protection against potential future contagion. We provide insights for policy‐makers charged with improving governance at banks, and a richer understanding for international regulators as they revise the guidelines and aim for greater compliance at the national level.