美国独立审计委员会制度的演进与启示

本文分析了公司治理下的美国独立审计委员会制度变革历程,阐述其变革后的职能与特点,并对我国审计委员会制度的建设提出了相关建议与对策。     

Climate for Scandal: Corporate Environments that Contribute to Accounting Fraud

We examine the governance characteristics, earnings quality, growth rates, dividend policy, and compensation structure of 97 firms recently under investigation by the Securities and Exchange Commission (SEC) for accounting fraud. Our results show that the corporate environment most likely to lead to an accounting scandal manifests significant growth and accounting practices that are already pushing the envelope of earnings smoothing. Firms operating in this environment seem more likely to tip over the edge into fraud if there are fewer outsiders on the audit committee and outside directors appear overcommitted.     

Social influence effects and managerial compensation evidence from Germany

I extend existing theories of social influence effects on executive compensation while at the same time showing the context dependence of these effects. Using original data on German firms and a longitudinal design, results of this study suggest that the operating of social influence mechanisms depends on demographic and social similarity between CEOs and board chairs. The findings reconcile previous mixed findings on the role of CEO human capital factors such as education and tenure and furthermore show that board vigilance is conditional on board compensation and the presence of major shareholders with an incentive to monitor board behavior. Finally, the study contributes to compensation and corporate governance research by providing evidence on how social influence effects operate outside the United States. Copyright © 2006 John Wiley & Sons, Ltd.     

上市公司治理与中小投资者保护

根据投资者保护的有关理论,分析导致我国中小投资者弱势地位的原因,讨论我国在投资者保护方面所存在的问题。在此基础上提出政策建议：完善相关立法,创建一个有利于广大投资者的法律环境；赋予小股东的股东会自行召集权、采取累计投票制以及股东表决权的排除规则等,适当限制大股东的权利；完善独立董事制度,规范董事会运作；强化监事会的作用；建立投资者权益保护协会等。     

公司治理中的银行与企业的关系

从公司治理中融资结构的角度出发，通过对比分析当今最为典型的银企关系模式的优缺点和发展趋势，结合中国的现状，提出了适合中国发展的银企关系模式。     

循环经济理念与实践的两难抉择与发展路径

循环经济是通过在产业生产环节中建立仿生态系统的物质和能量的循环来达到资源和生态消费节约的目的。但生产领域中的价值体系、技术范式和制度约束等方面仍未形成循环经济的支撑体系,循环经济的生态理念与循环实践存在着两难抉择。在产业园区,由于具备物质和能量循环和成本降低的条件,通过制度安排将生态消费纳入企业成本,并在园区的规划和运作中加强产业生态化的导向,会因资源和生态的节约使园区产业逐步实行循环经济。     

Analysis of Boards of Directors of Listed Companies ——Empirical Evidence from China Stock Market

Since stock markets came forth in China only about 15 years ago, there are many different characteristics of Chinese listed companies compared with those of western. According to the regulation on Chinese security markets, an effective internal governance system is composed of systems of general meeting of shareholders, board of directors, board of supervisors and managers. The general meeting of shareholders, as the highest agency of power, makes decisions on important affairs of the company and one of its most important rights is to select qualified members for the board of directors. Board of directors exercises the resolution made by general meeting of shareholders and fulfil the responsibilities authorized by general meeting of shareholder during adjournment. Among the system arrangements above-mentioned, board of directors is the most important. However, the efficiency of internal governing system of the whole company depends on board of directors. Combined with ownership structure analysis, this paper analyses the status quo of boards of directors in China and demonstrates every attribute of Chinese listed companies＇ board of directors.     

When will boards influence strategy? inclination × power = strategic change

While boards of directors are usually recognized as having the potential to affect strategic change in organizations, there is considerable debate as to whether such potential is typically realized. We seek to reconcile the debate on whether boards are typically passive vs. active players in the strategy realm by developing a model that specifies when boards are likely to influence organizational strategy and whether such an influence is likely to impel vs. impede change. Specifically, we develop arguments as to when certain demographic and processual features of boards imply a greater inclination for strategic change, when these features imply a greater preference for the status quo, and how differences in such inclinations will influence strategic change. We then also propose that a board's inclination for strategic change interacts with a board's power to affect change, generating a multiplicative effect on strategic change. These ideas are tested using survey and archival data from a national sample of over 3000 hospitals. The supportive findings suggest that strategic change is significantly affected by board demography and board processes, and that these governance effects manifest themselves most strongly in situations where boards are more powerful. We discuss these findings in terms of their relevance for theories of demography, agency, and power. Copyright © 2001 John Wiley & Sons, Ltd.     

Does transition make you happy?1

This paper analyses life satisfaction in transition countries using evidence from the World Values Survey. The paper demonstrates that individuals in transition economies on average record lower values of self‐reported satisfaction with life compared with those in non‐transition countries. A comparison across time for a smaller sample of countries shows that life satisfaction levels have returned close to pre‐transition levels in most cases, after a dip in the mid‐1990s. The socio‐economic groups that exhibit relatively higher levels of happiness include students, people with higher levels of education and those on higher incomes. Happiness declines with age until the early‐50s and is slow to recover afterwards. Self‐employed people in transition countries show a level of satisfaction as high as, or higher than, full‐time employees, in contrast to evidence from non‐transition countries. In addition, satisfaction levels are highest in those countries where standards of economic governance are most advanced and where inequality is lower.