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。     

Beyond the “silo view” of strategic management and corporate governance: evidence from Fiat,Telecom Italia and Unicredit

While corporate governance and strategic management have for a long time suffered from artificial separation and, therefore, generally been tackled in a secluded manner, their combined organizational impact makes them stringently related to one another in the firms’ evolution. In this paper, we argue that, transcending the “silo view” of corporate governance and strategic management, time has come to acknowledge that, depending on circumstances and time periods, within a firm is possible to detect the relative dominance of corporate governance over strategic management, rather than the leadership of strategic management over corporate governance. Drawing on a contingency approach, we dissect the relationships (and the mechanisms that control it) between the strategic function (i.e., which defines the firms’ strategy and supervisions its implementation) and the governance function (i.e., the congruence assessment between the firm strategy selected and the interests of the ownership and of other relevant stakeholders represented in the board of directors and the effectiveness appraisal of the entrepreneurial action). Then, by performing a thorough retrospective qualitative analysis of three relevant case-histories of Italian firms (Fiat, Telecom Italia and Unicredit) operating in three different industries (automobile, banking and telecommunications), we surmise that, either in corporate governance (board) oriented or in strategic management (CEO) oriented companies, the ‘real’ problems arise when the quality of corporate governance or strategic management is poor. Interestingly, we eventually suggest to adopt a value-based approach to the relationship between corporate governance and strategy that may fruitfully complement the contingency perspective taken at the onset of the work.     

制度环境、公司治理对企业竞争优势的影响研究——基于中国上市公司的经验证据

如何通过外部制度和内部制度的安排延续企业的竞争优势,是制度变迁背景下中国企业面临的核心问题.本文以2002年-2005年的中国上市公司为样本,基于国内地区差距,实证分析了制度环境和公司治理时企业竞争优势的影响.回归结果发现,政府支持市场化程度、经济法律环境水平、股权集中度、股权竞争度、董事会独立性、专业委员会设置程度以及股东参与决策程度与企业竞争优势显著正相关.研究结果表明,好的制度环境与有效的公司治理能提高企业的竞争优势;企业持续竞争优势的源泉应包含以政府为主体的宏观层次的制度竞争和以企业为主体的微观层次的公司治理竞争.     

Director tenure and contribution to board task performance: A time and contingency perspective

Director tenure is a topic of great interest in the corporate governance debate. Researchers try to assess the effects of tenure on director contribution, board effectiveness and firm performance. Regulators, corporations, and institutional investors advocate for term limits for outside directors to reduce the risks of impaired governance. Despite the burgeoning interest, there is lack of consensus on the mechanisms shaping directors' contributions over time. We argue that next to the ‘loss of independence’ and ‘knowledge acquisition’ hypotheses, respectively predicting a negative and positive effect of tenure on task performance, socio-cognitive and behavioral approaches elucidate the way in which directors' contributions rise and decline with time. Using a multiple case study approach, we document wide variability in directors' contributions at similar levels of tenure. We find this is due to a series of contingencies including whether directors are novice or experienced, the frequency and nature of board interactions, and the relative power of a director. This variability is particularly clear in longer serving directors for whom we find polarizing results: while some grow stale in the saddle, others sustain high levels of contribution despite extreme tenures. The latter finding is at odds with agency-based assumptions and general predictions from the literature. Overall, our study offers a tentative explanation as to why setting an ‘ideal’ tenure for outside directors has proven so difficult and encourages boards and policy makers to consider the influence of director-level features as well as board dynamics in shaping directors' contributions.     

Institutional work through empathic engagement

A growing body of literature examines how actors engage with institutions and how they prompt institutional change and evolution. This article takes stock of this knowledge and contributes an affective dimension to the study of how institutional entrepreneurs achieve momentum and field-level impact. The article views institutional work as relational agency and conceptualises empathic engagement as a way for institutional entrepreneurs to relate affectively to other actors and induce cooperation. We demonstrate how empathic engagement by institutional entrepreneurs can nurture communities of practice that co-create change in institutional fields. Our argument hinges on the actors’ affective investment and advances the less developed non-cognitive dimension of institutional work. By integrating empathic engagement into institutional entrepreneurship, we demonstrate how institutional entrepreneurs nurture their ability to engage and cooperate with others to diffuse particular values through institutional work. This integration focuses on the way of knowing generated through empathic engagement: the ability to bring about a consensus by creating frames of reference and identities that others are enchanted by and subscribe to, as opposed to using coercive mechanisms.     

论机构投资者在公司治理中角色的定位及政策建议

在研究公司治理和资本市场发展时,机构投资者的作用越来越受到重视,随着机构投资者所持有公司股份的不断上升,他们开始积极参与公司治理.但是,不同类型的机构投资者所持有公司的股权比例、监督成本以及风险偏好等存在较大的差异,因而他们在公司治理活动中的表现也将截然不同.正是基于此,本文通过对机构投资者积极参与公司治理进行数理模型的一般分析,分析了机构投资者是否积极参与公司治理的条件机构投资者持有公司的股权比例、监督成本、风险偏好.结论表明,上述三个因素的变动影响着机构投资者是否进行监督及其监督的临界值.本文对机构投资者积极参与我国上市公司治理进行了适用性分析,并提出一些政策性建议.     

The making of active boards in Swedish public companies

Boards of directors are a vital part of corporate governance systems. In the on-going discussion about the development of national corporate governance systems, however, little interest has been given to the issue of how and why board behavior changes over time. In this article, we use an institutional approach and study the development of board behavior in Sweden between 1994 and 2004 and if it is affected by board composition and board network characteristics. In order to do so, we introduce the constructs of board activities, i.e. what the boards do, and board involvement, i.e. when in the decision process they get involved. Findings show that range of board activities and board involvement have increased drastically during this period, which indicates a change in the logic of appropriateness of Swedish board behavior. There are robust indications that new types of actors affect activities and involvement positively, as do board interlocks, whereas network centrality affects activities and involvement negatively.     

Multinationals’ political activity for institutional change: Evidence from Spain during the international crisis of 2008

International crises generate uncoupling between multinational enterprises (MNEs) and the institutional environment. In these settings, industry associations of MNEs have an incentive to engage in institutional change by taking a role as institutional entrepreneurs in order to generate change within the existing, unsuitable institutions. However, MNEs can also try to avoid such institutions or try to adapt to them. Because the antecedents and outcomes of these three forms of engagement in institutional change (institutional avoidance, adaptation, and entrepreneurship) have been scarcely studied in Europe, this reflection examines the case of Spain during the international crisis and analyses the coordinated action of MNEs through their associations in seven industries. The discussion of 30 pieces of evidence regarding the engagement in institutional change in Spain suggests a model that proposes relevant antecedents of different forms of engagement and the expected outcomes resulting from the chosen forms, among them: co-evolution and co-involution.     

CEO duality and agency cost: evidence from Bangladesh

This study examines if Chief Executive Officer (CEO) duality reduces the firms’ agency cost in Bangladesh. The agency costs are measured as two efficiency ratios: ‘expense ratio’ and ‘asset utilization ratio’. The finding is that, there is no significant relationship between CEO duality and agency costs. These findings imply that, duality may have given the CEOs enormous powers; it may have reduced the check and balance or board’s ability to exercise the governance (monitoring) function, which is not helpful to enhance firm efficiency. This study contributes to the global debate on CEO duality and provides a new avenue of knowledge on CEO duality and firm efficiency in the context of an emerging economy.     

最终控制人性质、两权分离度与机构投资者持股——兼论不同类型机构投资者的差异

上市公司所有权与控制权的严重分离会影响其公司价值,进而会影响投资者的投资决策.本文以2004-2007年我国A股上市公司为研究样本,考察了上市公司两权分离状况对机构投资者总体和各类机构投资者持股决策的影响.研究发现,最终控制人所有权比例越高,两权分离度越小时,机构投资者(主要是证券投资基金)持股比例越高;而且两权分离度指标对机构投资者持股决策的影响在最终控制人为非国有性质的企业中表现更为明显.本文的研究结论表明.我国机构投资者总体上能够做到自我利益保护,在投资者保护方面发挥积极的作用,但是这种作用的发挥在各个类型机构投资者中存在显著差异.     

Governance in the Age of Globalization: Challenges and Opportunities for South and Southeast Asia

This article addresses governance in the age of globalization, the confusion over the meanings of governance, and the flaws of ‘good governance,’ while offering a novel theory of ‘sound governance’ with many elements or dimensions. It also discusses the implications, challenges, and opportunities for governance and administration in South and South East nations in a rapidly changing world of predatory globalization, and suggests strategies for coping with and managing global pressures while practicing sound governance at home.     

All on board? New evidence on board gender diversity from a large panel of European firms

Using a unique database of over 20 million firms over two decades, we examine industry sector and national institution drivers of the prevalence of women directors on supervisory and management boards in both public and private firms across 41 advanced and emerging European economies. We demonstrate that gender board diversity has generally increased, yet women remain rare in both boards of firms in Europe: approximately 70% have no women directors on their supervisory boards, and 60% have no women directors on management boards. We leverage institutional and resource dependency theoretical frameworks to demonstrate that few systematic factors are associated with greater gender diversity for both supervisory and management boards among both private and public firms: the same factor may exhibit a positive correlation to a management board, and a negative correlation to a supervisory board, or vice versa. We interpret these findings as evidence that country-level gender equality and cultural institutions exhibit differentiated correlations with the presence of women directors in management and supervisory boards. We also find little evidence that sector-level competition and innovativeness are systematically associated with the presence of women on either board in either group of firms.     

Unintended agency: Impression management support as a trigger of institutional change in corporate governance

In this paper we describe an emergent process of institutional change in which institutional entrepreneurs are unintentional contributors to the change process. Our theory suggests how change in the predominant institutional logic of corporate governance at public U.S. companies resulted not from deliberate attempts by corporate leaders to change the criteria by which governance is evaluated, but from the cumulative efforts of top executives to provide “impression management support” (IM support) for individual leaders of other firms. We first discuss how IM support has spread among corporate leaders through generalized social exchange. Then we suggest how individual leaders, in seeking to persuade journalists about the quality of corporate leadership at particular other firms, tend to invoke evaluative criteria that deviate from the prevailing institutional logic of governance. We further suggest how the rhetoric of IM support instigated a cascading social influence process that has contributed to changing perceptions about corporate governance among a broad range of other corporate stakeholders. We discuss the implications of our model for sociological perspectives on corporate governance and the corporate elite. Finally, we consider how the occasional negative commentary by corporate leaders about their peers, in combination with IM support, helps to sustain the credibility of the social system in which leaders, journalists, and other information intermediaries operate.     

Total Board Compensation,Governance and Performance of Spanish Listed Companies

In this paper we present empirical evidence on the relationship between board remuneration of a sample of large Spanish companies and a set of explanatory variables such as performance and size of the company. The objective is to provide additional empirical evidence based on the agency theory for the Spanish institutional context, which differs from most ‘Anglo–Saxon’ model studies. We focus on the impact of a company's governance structure on the relationship between pay and performance. Specifically, we consider ownership concentration and firm leverage as key determinants of the board–shareholders relationship. Our results confirm the positive relationship between board remuneration and company performance, which is stronger for book values than for stock market measures. Industry performance also explains the remuneration and provides useful information for evaluating board behaviour. Company size is also related to board remuneration and affects the pay–performance relationship, although it is not relevant when we use an elasticity approach. Finally, the governance structure of companies is relevant when explaining the power of the compensation–performance relationship, and differences between the impact of ownership concentration and firm leverage on this relationship are found.     

Processing Institutional Change in Public Service Provision

With the proliferation of New Public Management (NPM) worldwide, public service providing agencies are increasingly expected to operate in a business-like manner and exposed to ‘competing institutional logics’. Exploring the German hospital sector, this article shows that this is processed within two areas of collective action simultaneously: at enterprise-level and at the regulatory infrastructure of the organizational field. In both places, ‘institutional work’ takes place, albeit differently. With emerging tensions, trial-and-error strategies (deployed by individual hospitals) and mitigating (regulatory) measures engender a nervous cohabitation of the two logics, endangering potentially the sector’s public mission in the long term.     

Asian Family Firms through Corporate Governance and Institutions: A Systematic Review of the Literature and Agenda for Future Research

Although the corporate governance model of Asian family firms has recently gained increased attention, it remains unclear how these firms’ corporate governance mechanisms (and their effectiveness) differ from those of family firms in the western world. Drawing upon a comparative institutional perspective, this paper systematically reviews 148 published articles in peer‐reviewed journals from 1980 to 2015. The aim of this paper is to contribute to the understanding of institutional complementarities that constitute informal governance mechanisms adopted by Asian family firms by considering a wider set of institutional factors (i.e. political environment, cultural values and social norms) embedded in the Asian context. The main findings suggest that: (i) given the lack of market‐supporting institutions and the presence of strong political control over Asian economies, family firms tend to cultivate political connections to respond to the failure of legal systems; (ii) Asian family firms still rely heavily on personal networks (e.g. guanxi) to reduce uncertainty, strengthen business ties, and gain access to external resources; and (iii) cultural values and social norms (e.g. ‘face’ saving, reputational concerns and adult child adoption) lead to functionally equivalent corporate governance mechanisms in Asian family firms. The downstream effects of such mechanisms are also discussed, and future research avenues are identified.     

Is there a liability of localness? How emerging market firms respond to regulatory punctuations

In the 1990s, emerging economies all over the world deregulated, privatized and liberalized their domestic markets. These regulatory punctuations caused radical institutional changes for emerging market firms (EMFs). We argue that, for EMFs, regulatory punctuations created a liability of localness, parallel to the liability of foreignness that firms face when they go abroad. Whereas liability of foreignness comes from the differences caused by changing one's geographic place from ‘here’ to ‘there’; liability of localness comes from changing one's point in time from ‘then’ (pre-exogenous regulatory shock) to ‘now’ (post-exogenous regulatory shock). In both cases, firms incur additional costs, and the ones that survive are ones that best develop strategies for coping with “being in a strange land”. We apply our arguments to the Mexican banking industry, which was privatized and liberalized in the 1990s.     

Corporate Governance Reform in Australia: A New Institutional Approach

From an international perspective, Australia has been one of the leading jurisdictions for corporate governance reform. Its first corporate governance code predates the Cadbury Report, and Australia is also one of the few countries internationally to have been only marginally affected by the recession that ensued after the Global Financial Crisis. Considerable governance reform has occurred since 2007–8 in Australia, however; much of it occasioned by pressure brought to bear by institutional investors as a reaction to both traditional governance failings and also social and environmental concerns such as a growing awareness of climate change. Institutional influence is primarily associated with the compulsory retirement income system that emerged in the 1980s in light of an economy‐wide union campaign. While governance structures are becoming more homogenous, institutional logics reflecting trustees’ concerns are driving and shaping this ongoing process. A new approach to corporate engagement has emerged under the influence of investor representative bodies such as the Australian Council of Superannuation Investors that is driving corporate governance change.     

Regulatory Institutional Distance and MNCs' Subsidiary Performance: Climbing up Vs. Climbing Down the Institutional Ladder

We investigate the possibility of regulatory institutional distance exerting an asymmetric effect on multinational corporations' (MNCs') subsidiary performance depending on the direction of institutional distance. We use the term ‘institutional ladder’ to differentiate between upward distance, referred to as when the subsidiary is operating in a relatively stronger institutional environment than its parent-firm's home country, and downward distance for vice versa. Combining institutional theory with organisational imprinting and learning perspectives, we argue that the implications of regulatory institutional distance on subsidiary performance are relatively more positive (or less negative) when MNCs are climbing down the institutional ladder as compared to when MNCs are climbing up the institutional ladder. We also argue that subsidiary ownership strategy – i.e. the choice of a wholly owned subsidiary (WOS) versus joint venture (JV) – moderates the above-mentioned implications of institutional distance on subsidiary performance. We test these hypotheses based on a panel data-set of 1936 foreign subsidiaries representing 70 host countries and 66 home countries and spanning the 12-year period: 2002–2013.     

Green Purchasing by MNC Subsidiaries: The Role of Local Tailoring in the Presence of Institutional Duality

To examine the essential determinants of green purchasing by multinational corporations’ (MNC) subsidiaries, this study takes institutional theory as a foundation and focuses on the institutional duality associated with localization and globalization. Specifically, we develop a model to explain subsidiaries’ green purchasing and empirically test the model with data from 141 purchasing managers and senior purchasing staff members from subsidiaries in 39 countries. Our results suggest that pressures from headquarters and the local environment do not affect subsidiaries’ green purchasing directly; rather, they exert indirect influences through local tailoring. This study contributes to extant literature by revealing the significance of local tailoring in an MNC context. In addition, our findings offer several implications for practice by providing a roadmap for disseminating green purchasing across the subsidiaries of an MNC, as well as highlighting the importance of both clear communication about the benefits of green purchasing and internal audits.