股东价值取向差异与股东利益最大化实践问题——佛山照明案例分析

本文比较分析了业务发展策略、投资行为和红利政策截然不同的2家同行企业上市以来,短期及长期股票投资收益,长期经营业绩和行业竞争地位。在短期投机交易获利偏好主导股票市场的环境下,佛山照明坚持基于增强主业产品市场持续竞争优势的业务发展策略和高派现政策,嘉宝集团采取迎合股票市场短期投机交易偏好的业务发展策略及高股票股利政策。分析结果表明,佛山照明没有给部分短期投机交易的A股股东创造资本高收益,但为大多数长期股东创造了价值。嘉宝集团则相反。本文进一步讨论了“股东价值最大化”在实践中面临的问题。我们认为,股票市场投资者及上市公司控股股东的价值取向都会多样化,股东价值最大化是股东细分市场上的目标股东价值最大化,而不是笼统的所有不同风险偏好的股东价值最大化。本文结果对上市公司股东价值最大化实践、正确运用金融经济学实证研究方法等有启示意义。     

Environmental proactivity and business performance: an empirical analysis

This paper analyses the relationship between environmental proactivity and business performance on a sample of 186 industrial companies. This relationship is approached by studying a bundle of relationships between different dimensions or manifestations of environmental proactivity and different measures of business performance. The analysis in part supports the idea that environmental management can bring about competitive opportunities for companies, although it also reveals that some environmental practices produce negative effects. It is thus concluded that there is no one single response for the question of whether environmental proactivity has positive effects on business performance and that this relationship must be disaggregated into more specific and concrete relationships.     

Strategy and the “business portfolio”

In this article the author goes on to develop the conclusion reached in his previous article which appeared in the December edition of Long Range Planning. These conclusions concerned the requirements for strategic success for an individual business, here they are developed into their implications for strategy development in the typical multibusiness company.It is argued that relative competitive position and growth are the two fundamental parameters which must be considered in determining the strategy that an individual business should follow when viewed within the context of the company's overall ‘business portfolio’. The likely patterns of business strategy which will lead to overall corporate success are discussed and contrasted with those which can lead to disaster.The key is that strategies should be made to differ widely from business to business, as a function of the growth and relative competitive position of each business and the company's overall resource position particularly with respect to cash. The ‘across the board’ defensive measures which many companies have adopted in recent years as their response to the pressures of inflation and recession are therefore argued to be singularly inappropriate for the long term. The ‘business portfolio’ concept provides a superior approach for developing the differentiated strategic business objectives which are necessary for any company to make the most of its opportunities.     

Inter-firm collaborations and supply chain coordination: review of key elements and case study

Considering the effects of globalisation, the increase of production and energy costs, and the introduction of advanced technologies, companies need to change their way of doing business if they want to stay competitive. One way of doing this is to establish collaborations with suppliers, distributors and retailers, in order to exchange products efficiently and create value for customers. Nevertheless, the structure of the collaboration must be designed carefully and some coordination mechanisms must be implemented to support this way of doing business. In this article, we first analyse: why companies work together, how they should build their partnership, and which strategies they can implement to facilitate coordination of supply chain activities. We then report a case study of collaboration in the forest industry that shows the benefits of implementing coordination mechanisms as well as the necessity of using incentives to better share these benefits.     

A Study of the Role Played by Manufacturing Strategic Objectives and Capabilities in Understanding the Relationship between Porter's Generic Strategies and Business Performance

An appropriate alignment between business strategy, manufacturing strategic objectives and manufacturing capabilities reportedly influences business performance positively. However, few papers empirically analyse this proposition for the case of Porter's generic strategies of cost leadership and differentiation, and none jointly considers all four elements. This paper integrates strategies, capabilities and performance in a single model and proposes that both manufacturing competitive priorities and capabilities, articulated in terms of cost and flexibility, are essential for explaining the link between generic business strategies and business commercial and financial performance. Within this analytic framework, we test whether companies that emphasize one business strategy rather than another achieve a better alignment and superior performance. The analyses conducted with a sample of 148 Spanish manufacturers provide general support for these propositions and contribute to a deeper understanding of the role played by functional strategies in understanding the outcomes of business strategy.     

Valuing corporate environmental performance: Innovest's evaluation of the electric utilities industry

Investment analysts are often skeptical of any link between a company's environmental performance and business performance. However, a study of twenty-six electric utilities by Innovest shows a striking difference in share value between the best and worst environmental performers. Deregulations of the U.S. electric power industry has little noticed implications for environmental performance and risk. Add to that increasing regulatory pressure and public awareness, and environmental strategy emerges as a pivotal factor underlying success—or failure—in the industry. In the article, the authors show how forward-thinking companies are turning environmental threats into business opportunities, with shareholders pocketing the returns.     

Integrated enterprise modelling: A method for the management of change

'The capability to adjust to new conditions quickly has developed into a decisive competitive advantage. You cannot waste any time if you want to be successful.' (Emeritus Professor Dr h. c. mult. Changing conditions in the market place issue new challenges to small- and medium-sized enterprises. Organization and qualification of employees have to be adjusted to the modified situation. If the only steady factor is change, the management of change is going to be the outstanding role of the leader. The successful structuring of change processes requires powerful methods and tools: to make business processes transparent and lean; to find a common 'corporate language' based upon customers benefits and shareholders value; Dr-Ing. G. Spur) to bring together process know-how in a central information base. This contribution summarizes the experiences from several projects. We will show how the synchronization of necessary reengineering measures makes corporate knowledge active, e.g. to improve the shareholders value, reduce investment costs, and shorten the duration of projects. As successful examples two medium-sized companies are described.     

制造企业服务业务扩展及其认知因素研究

制造企业的竞争越来越激烈,几乎所有的企业都要面对快速反应多变市场和应对价格压力的要求,面对越来越小的产品利润空间和越来越复杂的客户需求,本文从对工业服务管理文献分析和制造企业的调查研究入手,揭示了制造企业从纯粹的产品生产者向客户支持方案提供者发展的转移趋势.通过对瑞士和德国30多家机器和设备制造企业进行的调查研究,说明了服务业务对制造企业在开发财务、营销和战略机会上的重要作用,并对转移过程中服务业务的扩展过程进行了总结.结合具体企业实践,本文对制约制造企业扩展服务业务中在管理动机上的认知因素进行了分析和研究.结合中国加入WTO后,中国制造企业将全面融入国际竞争的背景,本文期望对中国制造企业的发展和竞争地位的提高提供理论和实践上的指导.     

The delusion of intrapreneurship

The purpose of this article is to provide some insight into the limitations in the concept of intrapreneurship, the definition of an ’intrapreneur‘ being an entrepreneur operating within a large comany rather than in his own business. The author believes that intrapreneurship is not a formula for successful innovation in large companies as a bureaucratic system cannot provide the rewards and the personal autonomy which the true entrepreneur requires.     

Humanizing strategy

In this article, we apply our latest thinking on knowledge to provide insights on how to reconceptualize strategy to cope with a VUCA world, epitomized recently by COVID-19. We demonstrate that business leaders must draw on phronesis, or practical wisdom, for strategy to become more future-oriented, society-focused, dynamic, and human-centric. Using in-depth case studies, we show how companies will survive in the long run if they start with a moral purpose, and end by offering value to customers, contributing to society, living in harmony with nature, and creating a new and better future. We came up with six practices that enable business leaders to create new and better futures, citing evidences from neuroscience. We conclude that humans should be at the center of strategy, driving future-making with the help of digital-led automation. Reconceptualizing strategy based on this “inside-out” approach, the reward to the company is resilience, longevity, and sustainability.     

CAPITAL,LABOR, AND THE FIRM: A STUDY OF GERMAN CODETERMINATION

Under the German corporate governance system of codetermination, employees are legally allocated control rights over corporate assets through seats on the supervisory board—that is, the board of nonexecutive directors. The supervisory board oversees the management board—the board of executive directors—approves or rejects its decisions, and appoints its members and sets their salaries. We empirically investigate the implications of this sort of labor participation in corporate decision making. We find that companies with equal representation of employees and shareholders on the supervisory board trade at a 31% stock market discount as compared with companies where employee representatives fill only one‐third of the supervisory board seats. We show that under equal representation, management board compensation provides incentives that are not conducive to furthering shareholders' interests, possibly because labor maximizes a different objective function than shareholders. We document that, under equal representation, companies have longer payrolls than their one‐third representation peers have. Finally, we provide evidence that shareholders respond to the allocation of control rights to labor by linking supervisory board compensation to firm performance and by leveraging up the firm. (JEL: G32, G34)     

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.     

Evaluation of corporate governance systems by credit rating agencies

In periods of high market volatility, and in order to minimize their risks, some investors prefer to invest their funds in well-governed companies. This paper aims to describe the methodology used by rating agencies to assess corporate governance systems (CGS) and to compare agencies’ practices. More and more the shareholders and creditors incorporate mechanisms related to CGS in the assessment of risks. Using a sample of five rating agencies, we distill 51 governance criteria to two governance factors using principal components analysis. The first factor represents the “shareholders rights and board of directors”. The second one is related to “remuneration policy and convergence of interests for shareholders and managers”. We identify three different business models for the corporate governance rating process.     

‘Shark repellents’: How to avoid hostile takeovers

Defensive measures againts the increasing merger trend in business are discussed. The purpose of the paper is to examine the types of measures that can be taken in the interests of top management and of shareholders. It takes no stand on whether mergers are themselves a good or bad phenomenon but discusses all the options available to enable managers and shareholders to effect their own decisions.     

发达国家企业后勤战略的新趋势

企业后勤战略是企业战略的一个重要组成部分.企业重组和兼并的浪潮、地区一体化和全球化的发展趋势以及竞争的日益加剧,使得企业的经济环境发生了很大变化.发达国家的企业审时度势,纷纷制定和实施新的后勤战略,如及时后勤战略、一体化后勤战略和全球后勤战略,以适应当今的经济环境,保持竞争优势,获取更大的生存与发展空间.这些战略对于即将加入WTO的我国企业来说,具有很大的借鉴作用.     

终极控制人、金字塔控制与控股股东的"掏空"行为研究

以我国上市公司2004～2007年相关数据为基础,从终极控制人的股权属性、金字塔控制结构、控制权和现金流权的分离3个维度对上市公司纵向股权结构与控股股东的“掏空”行为进行了实证研究。结果发现：中央政府控制的上市公司被控股股东“掏空”的总程度最小,地方政府和自然人控制的上市公司被控股股东“掏空”的总程度没有显著差异;政府控制的控股股东更多地通过生产性经营来“掏空”上市公司,自然人控制的股东则更多地通过非经营性方式来“掏空”上市公司;自然人对上市公司的金字塔控制层级越多,控制权和现金流权的分离程度越大,控股股东对上市公司的“掏空”行为越严重;在中央政府控制的上市公司中,金字塔控制层级越少,控制股东的“掏空”行为越严重,控制权和现金流权有分离的上市公司被控股股东占用的资金高于控制权和现金流权没有分离的公司。     

股权比例、过度担保与隐蔽掏空——来自我国上市公司对子公司担保的证据

本文借鉴LLSv的掏空模型,模型化推导了控股股东对上市公司的隐蔽掏空模式,建立了控股股东持股比例与掏空程度的分段函数关系.以2004年我国沪深A股上市公司对子公司担保的386起事件为样本,并把样本分为过度担保组和适度担保组,运用事件研究法进行实证检验.发现过度担保样本组累计超额收益率显著为负,而适度担保组的市场反应为正但不显著,由此推测过度担保的上市公司具有向控股股东输送利益的倾向.多元回归结果表明,对于第一大股东持股比例和国家持股比例的回归系数而言,60%均是其有效的临界点.当大股东持股比例低于60%时,大股东存在通过上市公司对子公司担保的方式掏空上市公司的现象,但回归系数不显著;当持股比例高于60%时,则产生了显著的利益协调效应.能有效地抑制掏空.通过分类变量和股权临界变量的多种组合,回归发现,国有性质的上市公司被控股股东掏空程度更高;与第一大股东持股比例变量相比.国家持股比例变量的股权临界值对CAR的影响更加显著.     

Strategic management of consumer services

A period of more rigorous strategic management is under way in consumer service businesses. In banking, insurance, lodging, media, retailing, housing, restaurants and education, more growth must come from competitive share shift. This paper b shows the need for a different set of strategies to win in services than have been shaped in the product business context. Specific illustrations show how leading U.S. consumer service companies are building strategic advantage while also improving the value of their business.     

The new academic health center hybrids: part business, part academic

Academic health centers have flourished since the 1960s and even managed to survive the shift toward prospective payment. But in their current quest to expand the number of managed care patients and compete with the private sector, they often must price services below cost and reduce the number of faculty members and other personnel. Unless their prices are competitive, managed care companies will not do business with them. AHCs that cannot compete find they are overbedded, underused, and in turmoil. This article explores what successful AHCs are doing to stay healthy in the managed care era.     

Shareholders’ Voting at General Meetings: Evidence from the Netherlands

We study annual general meetings of shareholders in the Netherlands. The Dutch corporate governance system is characterized by relatively concentrated shareholdings and large stakes owned by pension funds, banks and insurance companies. The legal protection of shareholders is poor due to the presence of takeover defenses, such as certificates, which deprive shareholders from their voting rights. An analysis of the minutes of 245 general meetings in the period 1998–2002 reveals that on average 30% of the equity capital is represented at the meeting. All proposals at the meeting are sponsored by the management and only 9 out of 1,583 proposals are rejected or withdrawn. Our analyses show that pension funds are the most active and critical shareholders at the meetings, while certificates effectively restrict shareholder rights. Our main conclusion is that the general meetings do not provide shareholders in the Netherlands any significant influence on management.