机构投资者持股与上市公司违规行为的实证研究

本文采用部分可观测的Bivariate Probit估计方法,对2001年至2009年中国1729家上市公司进行回归检验,发现机构投资者持股比例降低了公司违规行为倾向,同时增加了公司违规行为被稽查的可能性。该结论在控制了机构投资者变量内生性的因素后仍旧稳健。进一步研究表明,相比公司经营违规,机构投资者对信息披露违规倾向的影响更强。另外,相比证券机构投资者,养老保险基金、社保基金、企业年金持股的公司中违规公司比例更低。除此以外,机构投资者对公司违规的抑制与检举作用并不受其它公司治理变量的影响。本文的研究表明中国机构投资者在预防与打击上市公司违规行为方面发挥了重要的作用,并且也为上市公司与监管部门提供了治理和防范企业违规的线索。     

Connecting the Dots: Do Financial Analysts Help Corporate Boards Improve Corporate Social Responsibility?

This paper presents an examination of the joint impact of board structural elements at firm level and financial analysts as market-level corporate governance (CG) on corporate social responsibility (CSR) performance. Our study contributes to the CG–CSR literature by adopting the bundling approach, a perspective that has recently attracted researchers’ attention as an answer to any heterogeneity and fragmentation in existing findings. It is based on an extensive sample consisting of 7,739 firm-year observations of US firms for the 2006–2015 period. The findings suggest that financial analysts complement the corporate board with more independence, gender diversity and a specialized CSR committee to realize a certain level of CSR performance of a firm. The findings also indicate that analysts substitute for those internal governance factors that are associated with weaker boards – larger sizes and dual-role CEOs. We also draw implications for research and practice from our findings.     

The causes of gender diversity in Malaysian large firms

The issue of women’s representation at the decision-making level in Malaysia has received special attention from the Government since 2004, the year in which it adopted a policy requiring that 30 % of the posts at the decision-making level in the public sector be filled by women. In 2011, the policy was extended to the private sector where 30 % of listed firms’ board seats are to be allocated to women with 2016 being the deadline for compliance. To this end, this paper aims at examining the factors that determine the appointment of women to the boards of Malaysian large firms. Large firms were chosen in this study because they have the resources and the capacity to adopt the policy more readily than smaller firms. The results reveal that gender diversity is positively associated with board size and the presence of family on the board. That is, the larger the board, the more likely it is that women sit on it. The fact that the presence of women on the board is associated with the presence of one or more family members on the board means that the appointment of women to the board is very much influenced by family ties rather than commercial reasons. The results also reveal a positive association between board independence and the proportion of women directors. Further, it is found that board independence is associated positively with the presence of independent women directors. Finally, the results show that firm performance is negatively associated with gender diversity. That is, firms with low financial performance are more likely to have women on their boards. Hence, taken altogether, the evidence suggests that the appointment of women to the board is very much driven by tokenism and family connection rather than by the business case.     

When Boards Matter: The Case of Corporate Social Irresponsibility

While academic research has made remarkable progress in understanding corporate social responsibility (CSR), we have scant understanding of corporate social irresponsibility (CSiR). This paper adopts a stakeholder‐agency perspective towards CSiR to ask two related questions: (1) What board‐level structures can monitor management to reduce CSiR? and (2) What are the conditions that render board monitoring more effective? Employing a unique objective measure of CSiR and a sophisticated system generalized method of moments with dynamic panel model on a sample of publicly listed firms in the USA between 2002 and 2015, this paper demonstrates how firms with a specific board‐level governance bundle (i.e. a large, more independent board, with a board CSR committee, a higher proportion of women within boards with frequent director activity) are better equipped to reduce irresponsible behaviours, both in terms of number of irresponsible incidents as well as in terms of their economic costs to the firm. Moreover, the effectiveness of this governance bundle sustains under conditions of high institutional ownership and high board remuneration. This paper has implications for CSR and corporate governance literatures, as well as for managers and policymakers.     

What Makes Better Boards? A Closer Look at Diversity and Ownership

This study investigates the joint effect of corporate ownership and board of directors' diversity configurations on the success of strategic merger and acquisition (M&A) decisions. Board diversity is defined as the extent to which its demographic diversity as measured by the culture, nationality, gender and experience of its directors complements its statutory diversity. A theoretical framework linking ownership, board diversity and M&A strategic decision making is proposed and tested. Based on a sample of 289 M&A decisions undertaken by Canadian firms over the period 2000–2007, demographic diversity is found to have a clear and non‐linear effect on M&A performance while statutory diversity is of limited influence. Ownership is found to influence the effect of diversity, making the relation finer and more precise. This has practical implications. First, statutory diversity is not sufficient for well‐performing boards. Also, ownership is an important factor. The most advocated board diversity aimed at insuring the board's independence is not valid across all ownership configurations. From a public policy perspective, results provide support for the principles‐based approach in governance. Governance regimes should encourage the search for a balance between board diversity and the need for cohesion that best serves the firm's purpose and obligations.     

Board characteristics effects on performance in family and non-family business: a multi-theoretical approach

This paper examines the role of the board of directors in influencing the value of Italian listed firms from 2003 to 2013. In particular, employing agency, stewardship and resource dependence theories, the study aims to compare board characteristics in family and non-family firms and define the theory that best applies to family firms. Empirical results show that the presence of CEO duality and busy directors has a positive effect on the value of family firms, while gender diversity has a negative impact on the value when a member of the family leads a family firm. Conversely, the size of the board positively affects the value of non-family firms. Our main findings suggest the prevalence, in family firms, of the benefits of the board structure argued by stewardship and resource dependence theories rather than the disadvantages expected from agency theory.     

Increasing women's contribution on board decision making: The importance of chairperson leadership efficacy and board openness

In the last decade, the number of women on corporate boards has increased slightly, but the prevailing minority status of women directors implies that they will continue to face social barriers. While prior research has largely focused on explaining social barriers (e.g., being categorized as an out-group member) to increase diversity and its negative consequences, how boards can avoid these obstacles remains unclear. Stemming from recategorization theory, we examine whether and to what extent board chairperson leadership efficacy and board openness (as mechanisms to avoid out-group bias) enhance the influence of women when they are in the minority in board decision-making. In a sample of 146 Norwegian firms, we found a positive relationship between women minorities and women directors’ contribution to board decision-making. Moreover, we found that this positive impact increases when the board chairperson exercises leadership and the board operates in an atmosphere of openness.     

Females and Precarious Board Positions: Further Evidence of the Glass Cliff

The ‘glass cliff’ posits that when women achieve high profile roles, these are at firms in precarious positions. Previous research analysed appointments (male/female), estimated the precariousness of firms involved and drew inferences about the glass cliff. This study is different as it directly tests the relationship between a precarious situation and changes in board gender diversity. The sample is companies listed on the UK stock exchange reporting an initial loss in the years 2004–2006. A matched control sample is used in a difference‐in‐differences analysis to avoid inadvertently attributing improvements arising from societal/regulatory changes in gender diversity to the loss event. Findings suggest that when the loss is ‘big’ there is a difference in the increase in gender diversity versus both the control and the ‘small’ loss subsamples, i.e. compelling evidence of the glass cliff. In the context of ongoing political and social debates about women on boards our work (i) identifies continuing structural barriers for women ascending to board level in that women are more likely to be over‐represented on boards of companies that are more precarious and (ii) sounds a note of caution about celebrating increased gender diversity on boards without considering the precariousness of the company involved.     

Does the presence of independent and female directors impact firm performance? A multi-country study of board diversity

This study empirically analyzes whether gender diversity enhances boards of directors’ independence and efficiency. Using data from 3,876 public firms in 47 countries and controlling for a wide set of corporate governance mechanisms, we find that firms with more female directors have higher firm performance by market (Tobin’s Q) and accounting (return on assets) measures. The results also suggest that external independent directors do not contribute to firm performance unless the board is gender diversified. These results hold with respect to different estimation models and robustness tests. Overall, our findings provide evidence that the female directors enhance boards of directors’ effectiveness. Finally, we find that firms that are concerned with board independence, and that firms in more complex environments are more likely to have gender-balanced boards.     

International corporate social responsibility and post-entry performance of developing market INVs: The moderating role of corporate governance mechanisms

Building on the stakeholder, agency, and resource dependence theories; this paper investigates the role of international corporate social responsibility (CSR) for the post-entry performance of developing market international new ventures (INVs) in the presence of corporate governance mechanisms to overcome their agency and environmental problems. We test and validate the conceptual model using survey data collected from 110 INVs operating in the developing market of Pakistan. Our results show that international CSR promotes the post-entry performance of developing market INVs. Further, we found that this association is moderated by corporate governance mechanisms of ownership, board independence, and returnee board members. Specifically, the relationship between international CSR and post-entry performance is weaker when ownership is concentrated but stronger when outsider and returnee board members are present in developing market INVs. The findings of this study have important theoretical and practical implications for INVs' social strategies and international performance contingent upon corporate governance.     

Corporate social responsibility,board of directors,and firm performance: an analysis of their relationships

This paper aims to contribute to the empirical evidence relating corporate social responsibility (CSR), board composition, and firm performance. Using a sample of Spanish listed firms included in the IBEX 35 over the period 2005–2010 the results show that the percentage of independent directors affect firm CSR activities, and that this effect is moderated by the resources available to the firm (measured by return on assets). Also, the CSR has a mediating role on the relation between the independence of the board of directors and firm value. These results hold for other board characteristics (board size and women as directors).     

Board compensation and ownership structure: empirical evidence for Italian listed companies

This paper investigates the relationships among corporate ownership, the level of board compensation, and firms’ future performance within Italian listed companies. Board compensation could be related to corporate ownership characteristics, like the type of controlling shareholder, ownership concentration, the separation between cash flow and voting rights, and the presence of shareholders’ agreements. The evidence of high levels of board compensation associated with certain governance characteristics could signal, in a principal-agent framework, rent extraction by entrenched managers or by controlling shareholders versus minority shareholders; high board compensation, however, could be related to the need to hire directors with higher professional standing and also to the desire to create a network with other companies through the enlargement of the board, according to a social network view. In this paper we disentangle this issue showing the relationship between excess board compensation and future performance: examining firms listed on the Milan Stock Exchange over the period 1995–2002, we show that board compensation is linked to many governance characteristics, but excess compensation is never positively related to future performance. For founder family firms, in particular, high board compensation is associated with (a) smaller board size; (b) higher proportion of family members on the board; (c) lower future performance. The whole evidence therefore doesn’t support the hypothesis suggested by the social network view, but is consistent with a rent extraction hypothesis. These results could add new empirical evidence to the recent debate on the need for global remuneration reform. According to our results, some control mechanism and an increase in transparency of executive compensation schemes could be appropriate.     

Is there a distinctive MENA model of corporate governance?

This study explores the diversity of corporate governance practices in the MENA region, with particular emphasis on Saudi Arabia and Egypt. Interviews with senior managers find that the state, foreign investors and large family groups act as monitors of corporations in both countries, whereas the role of institutional investors and other shareholder activist groups is minimal. Ownership was more concentrated in Egypt than in Saudi Arabia, particularly in family firms. However, control is firmly in the hands of dominant shareholders even when ownership concentration is not high enough to merit such control and boards are dominated by majority shareholders. The high levels of concentrated ownership and control, and the low levels of disclosure and transparency, clearly differentiates the corporate governance system in the region from that in Anglo-American countries while the importance of state and family shareholders reflects characteristics of organisation and control found in many developing countries, predominantly those in Asia. However, it remains premature to speak of a unique MENA model of corporate governance.     

Does family matter? Ownership,motives and firms’ environmental strategy

Extant research has primarily focused on the economic drivers and outcomes of corporate environmental performance. This trajectory oversimplifies the motives for environmental strategies across all firm types and particularly overlooks how firm ownership presents other motives for environmental strategies. In this study, we leverage institutional theory to examine how family motives, underpinned by family members' desire to gain or preserve family legitimacy and socio-emotional wealth, affect ISO 14001 certification. Using firm-level data, we find that family ownership has a positive effect on ISO 14001 certification. This effect is stronger for firms whose names include the family name and also for firms located closer to large cities. Our study contributes to nonmarket strategy literature by showing that family motives underpin firms’ environmental initiatives. It also contributes to institutional theory by delineating the levels of legitimacy that spur nonmarket strategy in family firms.     

为什么CEO解职如此罕见? 一种基于前景理论的解释

基于前景理论和公司行为理论,本研究将商业风险、所有权集中度及CEO解职后的继任来源整合于同一框架。基于中国上市公司数据所进行的大样本实证分析表明,商业风险、CEO与董事长兼任、所有权集中度与CEO解职率正相关,所有权集中度负向调节商业风险对CEO解职关系。但针对CEO解职后不同继任来源的分析显示,这种调节作用尽管在两类CEO解职中仍然得到保持,但其它所考察变量在外部继任型解职中则有着明显不同。这些发现,进一步加深了对高所有权集中度情境下,CEO解职这一极为重要的战略决策过程的理解。     

管理层持股、领导权结构与财务重述

本文以我国2005-2009年间A股市场补充与更正报告中出现"会计差错更正"项目的公司为研究对象,以是否发生财务重述为因变量,采用配对样本分析的Logit回归方法研究了管理层持股、领导权结构与财务重述之间的关系。本研究发现,管理层持股比例与财务重述之间存在显著的U型关系,领导权结构对财务重述没有显著影响,然而管理层持股的利益协同效应(堑壕效应)在两职分离(两职合一)的公司中更容易得到发挥。本研究发展了财务重述、管理层持股以及领导权结构的研究内容,为完善公司治理机制、防范会计错报提供了相应的思路。     

Shareholders and managers: Who care more about corporate diversity and employee benefits?

We test two competing theories that explain a firm’s engagement in corporate diversity and employee benefits: socially responsible investment theory and management overinvestment theory. We find that publicly-traded companies with strong shareholder rights are more likely to promote women and/or minorities to the positions of CEO and board of directors in their organizations, conduct business with women- and/or minority-owned operations, and provide better family benefits to their employees than firms with strong management power. These findings indicate that the companies with strong shareholder rights engage more actively in internal aspects of CSR activities, which supports the socially responsible investment theory rather than the management overinvestment theory. Shareholders (i.e. institutional investors) tend to integrate their social goals (i.e. internal CSR issues) and financial goals into their investments. In response to these changes, managers should engage in the internal aspects of corporate social issues more aggressively as the agents of shareholders.     

Ownership structure,investors’ protection and corporate valuation: the effect of judicial system efficiency in family and non-family firms

Research on the effect of ownership structure on firm performance shows no convergent evidence concerning the sign and form of the above-mentioned relationship. Similarly, there is no homogeneous evidence documenting family ownership concentration is always positively or negatively correlated with firm value, or irrelevant. This paper analyses whether and how the de facto investor protection provided by the judicial system affects the relationship between corporate performance and ownership structure in 1314 firms operating in four European countries (Germany, France, Italy, and Spain) over a five-year period, 2010–2014. Moreover, we analyse whether judicial system efficiency influences if and how family firms in the controlling coalition collude for expropriating minority shareholders. Our findings show that the level of shareholder protection, derived from judicial efficiency, is relevant to the relationship between ownership structure and firm performance, thus corroborating literature in that institutional contexts matter in explaining such relations. The results suggest the need for more efficient external mechanisms of corporate governance to facilitate investment in equity capital, thus decreasing the country risk perceived by investors.     

Do ‘soft law’ board gender quotas work? Evidence from a natural experiment

In a new era of “open governance”, in which societal and corporate change is taking place, 15 predominantly European countries, including Spain, enacted board gender quotas to increase the share of women on boards. In this paper, we explore the effectiveness of the European Union’s first “soft” quota – the 2007 Spanish Gender Equality Act recommending all large public and private Spanish firms to appoint a target of 40 percent of each gender to serve as board directors by 2015. The Act provides an incentive in that quota compliant firms may receive a preference for the tendering of public contracts. We draw on institutional and resource dependency theories to motivate the first empirical test of a “soft” quota which is distinct from Norway’s “hard law” board gender quota, and more similar to the proposed EU-wide quota. Using a large novel panel of 767 Spanish firms and 2786 firm-year observations from 2005 to 2014, we exploit the Spanish Act as a natural experiment and employ a difference-in-differences model. We find that less than nine percent of targeted firms fully comply with the quota. Firms that depend on public contracts are significantly more likely to increase female representation, although quota compliant firms do not actually benefit from the Act’s potential incentive. The results highlight the Spanish government’s lack of commitment to the quota, and that the quota’s normative obligations did not trigger the adoption of gender-balanced boards.     

Women on boards and bank efficiency in ASEAN-5: the moderating role of the independent directors

Corporate governance codes around the world promote women’s presence in corporate board. The extant literature suggests women directors contribute to improve monitoring and advisory role of the board. This study aims to examine the role of independent women directors in improving banks’ efficiency. Using 102 commercial banks from ASEAN-5 countries for a period of 1999–2012, we run generalized method of moments models to test the relationship between the variables. Our results show that banks with independent women directors on board contribute significantly to the bank’s efficiency level. Contrary to the literature, we found that the appointment of women directors or independent directors alone does not significantly enhance banks’ efficiency. The result suggests that women directors are more effective on boards if they are also appointed as independent directors. This finding implies that a combination of corporate governance mechanism is more powerful than relying on a single element of corporate governance.