内部控制信息披露与市场反应研究——来自中国沪市上市公司的经验证据

本文以2006-2009年沪市A股上市公司为研究对象,实证考察了内部控制信息披露的市场反应。研究发现,从总体上看,我国上市公司内部控制信息披露具有明显的市场反应,但从不同侧面看,内部控制信息披露的市场反应存在显著差异:从披露内容看,内部控制有效引起股票价格上涨,而内部控制缺陷则引起股票价格下跌;从披露类型看,强制性披露较自愿性披露更具有价值相关性;从披露详略看,详细披露会引起股票价格上涨,而简单披露则不一定。此外,与单独的强制性披露或自愿性披露的市场反应相比,内部控制强制性披露和自愿性披露交互影响的市场反应更加显著。据此本文认为,在进一步加强强制性披露的日常监管的同时完善自愿性披露的激励政策,是当前规范我国上市公司内部控制信息披露行为和提高内部控制信息披露质量的关键。     

The tone of business model disclosure: an impression management analysis of the integrated reports

The rising emphasis on the business model (BM) as a reportable element reflects the view that it constitutes one of the key starting points for investors’ analysis. In spite of this, recent academic and professional studies describe current reporting on BMs as uninformative: too optimistic, generic and incomplete. The International Integrated Reporting Council (IIRC) claims that these limitations may be overcome by means of an “Integrated Report”, an innovative report which is expected to offer a complete and balanced representation of how organizations create value by mean of their BMs. The paper investigates the informativeness of BM disclosure questioning whether companies adopt impression management (IM) strategies by manipulating the tone of the BM disclosures provided in their reports. We perform a manual content analysis of all the reports identified in the IIRC website and a multivariate statistical analysis to assess if a positive tone of BM disclosure is significantly associated with weak corporate governance, bad performance and low verifiability of the disclosure itself. Our findings support the idea that managers use BM disclosure as an IM strategy. This evidence has relevant implications for both accounting scholars and practitioners, since it questions the role of integrated reporting in improving corporate reporting on BMs.     

Business models as a basis for regulation of financial reporting

The paper observes that the term ‘business model’ has been incorporated in recent financial reporting regulations. The first section of the paper describes various meanings of ‘business model’ and demonstrates that the term has no settled or agreed meaning. The second part of the paper considers the suitability of the term ‘business model’ as a basis for a measurement standard (IFRS 9) or for requirements for narrative reporting and concludes it is not suitable for either purpose. Examples from the UK FTSE 100 index companies are used to illustrate existing usage in narrative reporting, finding varying levels of informativeness of disclosures about business models. The final part of the paper discusses reasons for incorporating an ambiguous and contested term in reporting guidance. It identifies parallels with ambiguity in other branches of financial reporting and the potential utility of ambiguity in allowing consensus to be arrived at on a form of words, apparently tightening up reporting regulation, while allowing participants ‘wiggle room’.     

信息披露的作用 ——来自拍拍贷的经验证据

  信息披露对于降低信息不对称、减少市场的非效率的作用已经得到广泛的认可。因为中国依然缺乏完善的征信体系，P2P市场上也存在着更严重的信息不对称，所以信息披露在P2P借贷市场中发挥着更为重要的作用，值得学界和业界更深入的研究。         基于拍拍贷的数据，对信息披露在P2P市场上的作用进行研究。为了比较可验证的和不可验证的标准信息披露的不同作用，选择Logistic和Tobit等不同的回归模型以及不同的模型设置，实证检验其对于是否借款成功、是否违约、内部收益率的影响以及与借款利率之间的关系。         研究结果表明，信息披露对借款成功有正向影响，可验证的标准信息披露影响更大；信息披露具有的可验证性对借款成功有正向影响。同时，信息披露多的借款者更愿意提高借款利率，表明他们可能具有更低的信用。信息披露并不总是降低违约风险，部分信息及其可验证性反而导致更高的违约率。为了得到更可靠的结果，进一步对信息披露和内部收益率进行研究，结果同样表明，部分信息披露及其可验证性会带来更低的内部收益率。在稳健性检验中，上述结论依然不变。         研究结果丰富了信息披露、信息经济学、行为经济的研究内容，有利于平台设计更好的信息披露机制，即应控制披露信息条目，只披露能反映风险的信息，从而减少信息不对称，降低由投资人决策偏差导致的损失。同时，也为监管部门制定监管条例去纠正市场偏差和保护投资者权益提供了实证依据。     

Biopharmaceutical and chemical firms’ R&D disclosure,and cost of equity: The impact of the regulatory regime

Based on the proprietary costs theory, this paper aims to survey whether the regulatory regime (mandatory versus voluntary) of research and development (R&D) narrative disclosures impacts, by the means of a reduced information asymmetry, on the cost of equity capital. In order to construct a disclosure index to investigate the extent and the comprehensiveness of R&D information, the methodology adopted was the content analysis of 77 biopharmaceutical and chemical listed companies’ management reports from eight Western European countries across the period 2005–2009. Hence, we obtained an (unbalanced) panel data of 309 observations. The cost of capital has subsequently been regressed on the disclosure index. Results confirm a larger amount of R&D disclosures whereas information is more regulated, but they do not confirm an inverse relation with the cost of capital.     

Determinants of voluntary CSR disclosure: empirical evidence from Germany

Currently, companies spend a great deal of effort on Corporate Social Responsibility (CSR) disclosures. CSR disclosure relates to the provision of information on companies’ environmental and social performance. From an economic perspective, companies might disclose this information to avoid or decrease potential political costs. We construct a CSR disclosure index based on the Global Reporting Initiative (GRI) guidelines. Using content analysis, we analyze 130 listed German companies’ CSR disclosures (470 firm-year observations) to investigate the determinants of these voluntary disclosure activities. Our results show that, consistent with the political cost theory, German companies’ disclosures of all CSR issues are affected by their visibility, shareholder structure, and relationship with their US stakeholders. In addition, higher profitability is associated with more environmental disclosures. Finally, size and industry membership affect the amount of CSR disclosure.     

The effect of corporate governance on sustainability disclosure

Drawing on stakeholder theory, this paper examines the relationship of board composition, leadership and structure on sustainability disclosure. We discuss that good corporate governance and sustainability disclosure can be seen as complementary mechanisms of legitimacy that companies may use to dialogue with stakeholders. Specifically we claim that, as disclosure policies emanate from the board of directors, sustainability disclosure may be a function of the board attributes: we investigate the relationship between different characteristics of the board and sustainability disclosures among US and European companies. Our results show that in order to explain the effect of board composition on sustainability disclosure we need to go beyond the narrow and traditional distinction between insider and independent directors, focusing on the specific characteristics of each director.     

研发披露、管理层动机与市场认同:来自信息技术业上市公司的证据

研发是公司竞争力的重要来源,而研发披露是市场了解公司研发活动和未来发展潜力的主要方式。但是,管理层在是否披露及以何种方式披露的选择上具有很大自主权。那么,市场最认同哪种研发披露方式呢?本文基于股票市场的证据对三种最主要的研发披露方式(开发支出、董事会报告和现金流量表附注)进行了探讨。通过摘录信息技术业上市公司2001-2009年年报的披露信息,本文比较不同披露方式在资本市场的价值相关性以及不同披露方式下披露的公司与不披露的公司产品市场绩效的差异,并以此来检验不同研发披露方式的市场认同度。实证结果表明,董事会报告的研发披露由于一方面没有盈余管理的嫌疑,另一方面在显著位置表明管理层对公司研发活动的信心,因此应该最受市场认同;而现金流量表附注的研发披露虽然也没有盈余管理的嫌疑,但以附注披露的位置而言很难认为是公司有意对市场的信号显示,因此,市场认同度虽高于有盈余管理的开发支出,但却低于董事会报告的研发披露。本文的结论对于我国上市公司研发披露的实务和基于研发数据的实证研究都具有现实与学术意义。     

Proprietary costs,governance and the segment disclosure decision

Focusing on the Spanish setting, characterized by high ownership concentration and a regulatory framework that traditionally has given more priority to the avoidance of proprietary and competition costs related to disclosure than to promoting transparency, this paper aims to identify the main factors influencing the segment reporting decision. In particular, we aim to test whether the strength of concentrated ownership structures together with the persistence of the pre-IAS reporting philosophy offsets the role of independent directors. If this is the case, it would be in spite of the new IAS/IFRS reporting standards based on relevance and transparency, and would also run counter to the improvements in the Spanish governance framework which strengthens the presence of independent non-executive directors. The empirical evidence suggests that, under the new IAS/IFRS reporting philosophy, proprietary costs may have lost relevance due to the introduction of mandatory segment information requirements. In addition, within an institutional context of high ownership concentration, independent directors play a significant role in raising the level of reported information. The context of the new IFRS 8 offers opportunities to observe how governance and proprietary costs affect the new ‘management approach’ to segment classification.     

Corporate boards, audit committees and voluntary disclosure: evidence from Italian Listed Companies

This paper investigates the interplay between governance and disclosure in an agency setting, featured by concentrated ownership and high insider shareholders representation in the board. In this context, agency conflicts happen between large controlling shareholders and minority outside investors, with risks of private benefits exploitation. We regressed a voluntary disclosure index on seven governance variables related either to the board structure and functioning. The empirical evidence is provided by the Italian stock market. Our results suggest the presence of a complementary relationship between governance and disclosure. Diligent monitoring activity is associated with greater transparency to the outside. The findings are consistent with the view that internal and external control tend to be present at the same time, since the presence of one of them reduces the incentive for the controlling shareholders to limit the other. The empirical evidence also show that larger boards are not detrimental to outside shareholders, with regard to voluntary disclosure. The study can contribute to the understanding of the relationship between governance and disclosure in a particular agency setting. They might be of interest to practitioners and regulators, insofar as they are consistent with calls for more disclosure requirements in this agency setting.     

The type and quantity of corporate social disclosures of German ‘Universal’ banks

Grounded in legitimacy theory and deductive in nature, this paper uses content analysis of annual report social disclosures of 169 German ‘universal’ banks belonging to three different categories (credit, saving, and cooperative) to report on the type and quantity of social disclosure by these banks, and to test seven hypotheses related to the nature of their social disclosures and their association with size, financial performance, corporate form, and other selected variables. The findings provide evidence of the importance of social disclosure for the German banking sector as a means to legitimize their business and relay to the society the extent of their fulfillment of social obligations. Greater importance is attributed to product and customers as well as human resource disclosures. In addition, a strong positive association is found between these disclosures and the size variables as well as the number of apprentices, whereas ROE and net profits as financial performance proxies provide evidence of a significant relationship. Furthermore, the findings indicate that the quantity of social disclosure varies with bank category, corporate form and listing status, but seems to be almost unrelated to bank age and overseas presence. These promising findings could be used to inform corporate social responsibility policies and practices of German banks; nevertheless, further longitudinal analysis to validate them over time is warranted.     

Financial Reporting,Private Disclosure and the Corporate Governance Role of Financial Institutions

This paper explores how large UK financial institutions (FIs) pursued a private corporate governance agenda with their portfolio companies. It also investigates the role of financial reporting in private and public corporate governance. The case financial institutions argued that the limited quality of public information, especially in financial reports, was a major constraint on their ability to act in fund management and corporate governance roles. However, the financial reporting cycle determined a private institutional and company meeting cycle and this created opportunities for private information collection and for governance influence by FIs. In addition, the perceived limitations of public governance mechanisms such as voting encouraged private governance approaches. As a result, the case financial institutions had the incentive and the means to improve the quality of their sources of corporate information and to obtain a competitive edge over other financial institutions and the market through their direct contact with companies. Despite the limitations of public information, the paper reveals how public disclosure in financial statements and the financial reporting cycle played a central role in corporate governance. Public sources of information were combined with private sources to create a financial institutional knowledge advantage. The institutions used this knowledge to diagnose problem areas in strategy, management quality, and the effectiveness of the board, and their impact on financial performance. The financial reporting cycle meant that the quasi insider financial institution had the access opportunity and the joint public/private insight to influence companies across a wide corporate governance agenda and in a range of corporate circumstances. The case institutions exploited these private access and knowledge advantages for investment purposes and for Cadbury style corporate governance purposes. Thus, the private governance process was critically dependent on the FI knowledge advantage, which in turn relied on both financial reports and private disclosure. This wide ranging governance behaviour by institutions corresponds to recommendations subsequently made by the Hampel report in 1998 concerning UK corporate governance. The paper ends by exploring how the private institutional and company meeting agenda can suggest new directions for financial reporting and public disclosure and how this can further improve public and private corporate governance.     

IPO发行制度与信息披露质量——基于保荐制实施与否的比较

本文针对近年来国内IPO公司信息披露质量不尽人意的现状,综合考虑拟上市公司、保荐人和监管部门之间的委托代理关系,采用信息不对称问题的研究框架比较了有无保荐制的发行制度下的社会效益最优模型。理论上,通过求解各模型的均衡解并对结果进行比较发现,在适宜的监管函数下保荐制能够一定程度上提高拟上市公司的信息披露质量。然而通过实证分析发现,目前国内IPO保荐制在提高信息披露质量方面表现堪忧,主要原因在于监管行为的力度不足以对各方参与人形成有效制约。     

Corporate social responsibility disclosure and market valuation: evidence from Spanish listed firms

Using a sample of listed Spanish companies pertaining to the IBEX35 index for the period 2007–2011, this paper examines whether those firms with higher CSR disclosure ratings are more valued by market participants. This study also complements the literature addressing the value relevance of CSR disclosure by further analyzing not only the direct effects of CSR reporting on stock prices but also its indirect effects through its interaction with main accounting variables (i.e., earnings and book value of equity). CSR reports can also affect stock price indirectly because the sustainability report may be perceived by investors to be a source of further and complementary information regarding the nature, composition and trends of the traditional value-relevant accounting variables. Finally, this study also analyzes whether CSR disclosure by firms operating in environmentally-sensitive industries is assessed differently by market participants than CSR disclosure by companies operating in other industries. By using a modified Ohlson (Contemp Account Res 1:661–687, 1995) model, it is found that CSR disclosure do have both a direct and indirect effect on stock prices by modifying the value-relevance of earnings and book value of equity. Moreover, CSR disclosure by companies operating in environmentally-sensitive industries is associated with higher market valuations than CSR disclosure by companies operating in nonsensitive industries. This may be due to the fact that CSR disclosures provide information that allow investors to make better assessments of the increased risk related to potential litigation and future environmental liabilities, thereby reducing information asymmetries and the risk of adverse selection.     

A geographic picture of Lean adoption in the public sector: Cases,approaches, and a refreshed agenda

Public organizations are immersed in challenging contexts, having to meet and balance internal and external demands for transparency, accountability, political goals, and specific regulatory requirements. In this scenario, there is a growing enthusiasm from worldwide governments toward improvements of operations within their public institutions, including the adoption of management practices borrowed from the manufacturing industry, such as Lean Manufacturing. A large body of literature is evolving and addressing the importance of nurturing debates over Lean in the public domain, and so are efforts to integrate and structure such knowledge. We claim that (mainly) considering the public sector context, a geographical analysis is imperative for the research progress to be effective. We, therefore, seek to provide an extended look by conducting a qualitative systematic review, thoroughly scrutinizing extant empirical investigations across the globe, and over the years. We provide a categorization of current literature on the topic, identifying gaps, and providing timely avenues for future research.     

审计委员会与信息披露质量:来自中国上市公司的经验证据

本文选择深交所信息披露考评结果与证券分析师盈余预测精度作为上市公司信息披露质量的衡量指标,使用2006年深市上市公司的相关数据,实证检验了审计委员会与上市公司信息披露质量之间的关系.研究发现,与未设置审计委员会的上市公司相比,设立审计委员会的上市公司具有更高的信息披露质量,审计委员会的独立性对提高上市公司信息披露质量有着积极的促进作用.本文的政策含义是,在进一步完善资本市场的过程中应重视上市公司审计委员会建设.     

内部控制鉴证报告的信号失灵和甄别——一个本土化的实证研究

本文从内部控制的三个关键点——内部控制实施、评价和审计师鉴证——分析了内部控制鉴证报告的信号失灵原因和甄别工具,采用我国上市公司数据进行检验并发现,公司披露鉴证报告与否和会计信息质量无关,但披露高质量(声誉)审计师签署的鉴证报告,公司的操控性应计更低,会计信息质量更高。研究结果表明,内部控制鉴证报告作为传递内部控制信息的二次信号是失灵的,而审计师质量具有信号甄别的作用。本文结论不仅有助于公司制定有效的内部控制信息披露策略,还为内部控制信息市场的监管导向决策提供依据。     

Is a loosely specified regulatory intervention effective in disciplining management commentary? The case of performance indicator disclosure

This paper offers a contribution to the call for research on the effectiveness of regulatory interventions governing management commentary disclosure. Specifically, we focus on the mandatory requirement concerning performance indicator disclosure introduced by the Modernisation Directive (2003/51/EC). In keeping with other regulators, the European legislator opted to implement a regulatory approach based on a rule with loose specifications. To understand the effects of this Directive, we have investigated the Italian context, in which neither the national legislator nor the standard setter have supported companies with detailed specifications or guidelines aimed at integrating the European provision. We have compared companies’ disclosure practices before and after the adoption of the Directive, investigating the number of disclosed indicators and also their modalities of presentation, as they are considered essential to guaranteeing the quality of this disclosure. Our results document that a mandatory intervention, even if based on loose specifications, is associated with an increase in disclosure practices. Nevertheless, such regulation does not seem able to guarantee high quality disclosure practices. In fact, before and after the regulation, companies primarily disclose common financial measures. Moreover, the usefulness of such disclosure is undermined by a limited compliance with the international guidelines concerning the modalities of presentation. These results reveal some weaknesses in the European approach to performance indicator regulation. In general, the EU legislator fails to explain the purpose and the objective of performance indicator disclosure and does not take into account the differences between financial and non-financial indicators. Furthermore, it does not provide firms with clear guidelines concerning the presentation modalities.     

Determinants of voluntary executive stock option disclosure in Brazil

This study investigates whether the governance attributes of Brazilian companies are associated with voluntary executive stock option (ESO) disclosure. Results show that Brazilian companies voluntarily disclose very little about their ESO plans, and that board size, presence of a compensation committee, and auditing by a Big 4 firm are significantly related to the degree of voluntary ESO disclosure. We also show that family-controlled companies in Brazil are associated with low voluntary ESO disclosure. Results are robust to a number of specification tests, dependent and explanatory variable measurements, and sample composition. This study has professional and regulatory implications for Brazil and other emerging capital markets. The results underscore the need for stricter rules for executive compensation reporting in Brazil, and they invite policy makers and regulators in emerging markets to consider the effects of company-level governance factors on disclosure incentives.     

Stakeholder value disclosures: anchoring on primacy and importance of financial and nonfinancial performance measures

In the growing debate about stakeholder values, there has been little discussion about information overload or whether the requested disclosures can be effectively used. Stakeholder advocates call for complicated and massive environmental and related social disclosures while not considering how information overload might affect the discourse about corporate performance. Stakeholders, including shareholders, plead for more transparency in financial statements, management discussion and analysis (MDA), and other corporate disclosures. As we know, shareholders and boards of directors are most concerned with the ‘Holy Trinity’ of earnings per share, dividends and market value changes. We believe that managers and stakeholders involved in performance evaluations have multiple interests that extend beyond traditional shareholder value measures. We note that the Balanced Scorecard (BSC) was developed as one tool to reflect and communicate these multiple measures. We test how managers use (or ignore) multiple performance measures and we posit that stakeholders will face many of the same constraints when using and processing multiple disclosures including Corporate Social Reports (CSR), environmental, or similar disclosures. While we do not directly test a wide variety of stakeholder disclosures, we examine eight (four for a single subject) shareholder values (financial measures) and four stakeholder values (nonfinancial measures). The eight measures included in our research instruments serve as proxies for the multiple concerns that might be of interest to many stakeholders. Note that stakeholders are likely to be extremely interested in nonfinancial performance measures, while many shareholders will likely concentrate on financial performance measures. Field research has reported managers tend to favor financial measures while discounting or ignoring nonfinancial measures when evaluating subordinates, making it difficult to align performance evaluations and incentives with corporate strategies (Ittner et al. Account Rev 78:725–758, 2003). In this study, we find the relative weights managers place on financial and nonfinancial performance measures are influenced by both (1) presentation order and (2) the relative importance of specific measures. When financial measures are presented first, the manager who performs better on financial measures is rated higher than the manager who performs better on nonfinancial measures. However, when nonfinancial measures are presented first, managers who excel on nonfinancial measures are rated higher. Reports that include financial measures that are relatively more (less) important also produce higher (lower) ratings for the manager who excels on financial measures. Thus, the relative weights that superiors place on financial and nonfinancial measures in evaluating corporate managers’ performance are substantially anchored both by the order in which measures are presented as well as by the importance of the specific performance measures employed. Other stakeholder disclosures are likely to be similarly anchored, perhaps biased, by primacy and a priori importance rankings.