Entrenchment in publicly traded family firms: Evidence from the S&P 500

Family involvement in corporate governance through ownership, management, and board membership presents a unique dilemma for understanding the strategic impetus and costs of entrenchment decisions. The presence of shared family ties and the family-centered goals of firm principals call to question the applicability of extant agency arguments regarding the nature and antecedents of managerial entrenchment. Exploring this, we develop and test a model of family firm-specific determinants (i.e., family ownership and family's involvement in management and governance) of entrenchment in publicly traded firms by drawing upon principal-principal agency theory. Findings of the empirical analysis of family owned S&P 500 firms suggest family firms are motivated to entrench managers when doing so supports the pursuit of family-centric goals. However, the extent to which entrenchment supports such goals varies at different levels of family ownership.     

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.     

中国上市公司董事会行为与公司绩效关系实证研究

以2005年中国证券市场公布的指标股为研究样本,用董事会会议频率表示董事会行为,实证分析了董事会行为的决定因素以及董事会行为与前期、当期和后期公司绩效之间的关系.研究表明,独立性越强的董事会将导致较高强度的董事会行为,内部所有权和董事会行为在规范管理方面存在替代性,股权制衡有助于产生积极的董事会行为,而外部董事的声誉激励制度和机构投資者制度对董事会行为的作用还有待进一步加强;董事会行为与前期经营绩效显著负相关,与当期和后期绩效显著正相关,两者之间存在显著的内生关系,而董事会行为的决定因素在内生关系中起着重要的作用.     

Governance,boards and value co-creation: Changing perspectives towards a service dominant logic

In this multidisciplinary and conceptual paper, we use insights from new and challenging developments in the management and marketing literature to inform corporate governance research. We shed light on the role of governance and specifically boards of directors in value creation in small and medium enterprises. While corporate governance research mostly tends to emphasise the role of governance mechanisms such as boards in the protection and distribution of value, our research problematises such a narrow view and (re)conceptualises their role in value co-creation. By exploring the role of boards as resource integrators within a wider service ecosystem, we propose novel ways in which boards can become integral to firms’ value creation processes. In doing so, we develop a new logic for framing the boards’ tasks and suggest new directions for corporate governance research and practice. We apply an empirical conceptualisation strategy in order to make our findings more accessible.     

中国民营上市公司的家族治理与企业价值

本文以最终控制者可以追溯到家族或自然人的民营上市公司为研究对象,将广义家族上市公司区分为真正或狭义家族上市公司(FB)和自然人上市公司(PB)两类,从家族所有、家族控制和家族管理三个维度考察了民营上市公司的家族治理对企业价值的影响。实证结果表明:总体上,家族治理降低了民营上市公司的价值,但家族所有、控制、管理三个维度的影响各不相同,家族治理的绩效最终取决于不同维度之间的组合。鉴于不同类型家族上市公司的主要回归结果皆不相同,本文认为家族企业的不同界定标准会在很大程度上影响到相关实证研究的结论。     

顾客参与公司治理与公司相互持股的比较研究

通过顾客参与公司治理与公司相互持股的比较研究,从企业战略联盟的角度,得出了顾客参与公司治理实质上是代表了一种新型的企业战略联盟类型——治理权战略联盟——的结论,它与现有的包括公司相互持股在内的股权型战略联盟和契约型战略联盟相比更具生命力和优越性。在当前经济总体上由短缺经济过渡到过剩经济、卖方市场变成买方市场的背景下,通过顾客参与公司治理的形式在供需双方间建立治理权的战略联盟必将成为越来越多企业的现实选择。     

Institutional Complementarities within Corporate Governance Systems: A Comparative Study of Bankruptcy Rules

Recent research work has put forward theconcept of national system of corporate governance to describe the complex architecture of legal rules, economic mechanisms and mentalities which constrain managerial discretion in a different way according to the country considered. The role played by the legal system in this set of mechanisms is particularly important and, as part of the legal system, the bankruptcy law performs a specific function: designed as a governance device for financially distressed firms, it also acts as a monitoring mechanism for healthy ones. The aim of this paper is to investigate the mechanisms of corporate governance in the context of bankruptcy in a comparative perspective. Relying on a broad definition of corporate governance (i.e., one which takes into account the influence of all stakeholders on managerial discretion), we first examine the insolvency codes of five countries (France, Germany, Japan, the United Kingdom and the United States). The stance of the law (creditor-oriented vs. debtor-oriented) is discussed in relation to the legal tradition of each country. We then study the way bankruptcy law in each country articulates with the other governance mechanisms. For that purpose, a typology of those mechanisms is used, based on the type of device each kind of stakeholder is able to activate. Results of both theoretical and empirical studies on bankruptcy are used to understand which of the different devices are used in each country. The comparative approach underlines the impact of institutional differences on organizations through the incentives sent to their stakeholders.     

A Review of Theory in Family Business Research: The Implications for Corporate Governance

In recent years, increasing scholarly attention has been directed toward the field of family business research. Based on an exhaustive sample of 235 publications, this article provides a comprehensive review and a critical assessment of the theoretical underpinnings and corporate governance issues in family business research. Three predominant theoretical perspectives, namely principal–agent theory, stewardship theory and the resource‐based view of the firm, have emerged and provide empirical evidence that family businesses significantly differ from non‐family firms in important dimensions such as agency costs, competitive advantages or corporate governance structure. On their own, none of the aforementioned perspectives succeeds in addressing all complexities associated with family businesses and their corporate governance. Accordingly, joint approaches combining different theoretical frameworks can help to improve understanding of the family business. The article concludes by discussing possible directions for future research that might further contribute to building a comprehensive theory of the family business and its corporate governance.     

公司治理影响债务期限结构类型吗?——来自中国上市公司的经验证据

本文采用面板数据,应用Logit模型和排序选择模型实证检验公司治理机制如何影响债务期限结构类型。研究发现公司治理确实对债务期限结构类型具有显著影响。经验结果大多支持治理水平高的公司,其内部人（管理者,控制股东）受到更严格的监督,债务供给者（银行）更愿意为其提供长期债务,其更倾向使用高的债务期限类型的论点。     

中国上市公司组合治理机制实证研究

一般地,按公司治理机制发挥作用的机理不同,可将其划分为基于公司治理结构的内部治理机制、基于市场的市场治理机制和基于社会环境的社会治理机制。公司绩效是这些治理机制共同作用的结果。本文首先选择设计了15个公司内部与外部治理机制的实证分析指标和1个公司绩效指标:接着以公司绩效为导向,运用数据挖掘技术对截止到2003年3月26日已发布2002年度报的305家沪市上市公司进行实证分析,得到了不同公司治理机制组合与公司绩效的对应关系,这为优化和设置公司治理机制组合、提高公司绩效提供借鉴。     

Evaluating the Evaluators: Should Investors Trust Corporate Governance Metrics Ratings?

Companies are under increasing pressure to have their corporate governance rated by an independent corporate governance metrics firm, such as Institutional Shareholder Services (ISS) or Governance Metrics International (GMI). These rating firms claim to be able to determine how effective and responsive a company’s board is. Institutional investors have begun using these board governance ratings when deciding which firms to include in their stock portfolios. This paper considers whether investors, many of whom claim to be socially responsible, should be relying upon board governance metrics. We find that these metrics are not good indicators of either the quality of a firm’s earnings or of its ethics.     

融资融券对上市公司治理影响的研究

以融资融券机制推出为背景, 运用我国内地A股市场上市公司为样本, 研究了融资融券对上市公司治理水平的影响.回归结果显示, 成为融资融券标的后, 上市公司高管离职与高管薪酬对于公司绩效的黏性均有提高, 表明融资融券可以作为外部公司治理机制.机制检验显示融资融券是通过促进公司信息释放而提升公司治理水平的.进一步分析显示, 当公司面临行业竞争压力较小或面临财务约束时, 融资融券对于公司治理的促进作用更加明显.最后, 将融资和融券分开分析, 发现融资机制和融券机制均对公司治理有提升作用.证明了融资融券机制可以提高资本市场对企业的监督, 促进企业信息释放, 从而提高上市公司治理水平.     

International Evidence on the Determinants of Organizational Ethical Vulnerability

This paper proposes a model to explain what makes organizations ethically vulnerable. Drawing upon legitimacy, institutional, agency and individual moral reasoning theories we consider three sets of explanatory factors and examine their association with organizational ethical vulnerability. The three sets comprise external institutional context, internal corporate governance mechanisms and organizational ethical infrastructure. We combine these three sets of factors and develop an analytical framework for classifying ethical issues and propose a new model of organizational ethical vulnerability. We test our model on a sample of 253 firms that were involved in ethical misconduct and compare them with a matched sample of the same number of firms from 28 different countries. The results suggest that weak regulatory environment and internal corporate governance, combined with profitability warnings or losses in the preceding year, increase organizational ethical vulnerability. We find counterintuitive evidence suggesting that firms’ involvement in bribery and corruption prevention training programmes is positively associated with the likelihood of ethical vulnerability. By synthesizing insights about individual and corporate behaviour from multiple theories, this study extends existing analytical literature on business ethics. Our findings have implications for firms’ external regulatory settings, corporate governance mechanisms and organizational ethical infrastructure.     

A cyclical view of the relationship between corporate governance and strategic management

The vast majority of research on the relationship between corporate governance and strategic management focuses on the impact of corporate governance on strategic management. In this article we propose a cyclical model, highlighting that strategic decisions can also affect corporate governance through shaping firm ownership structure. We discuss the impacts of strategic decisions on firm ownership structure and corporate governance in the contexts of publicly traded firms, private firms, and the privatization of state-owned enterprises. We hope that our cyclical model can promote researchers to develop a more complete view about the relationships between strategic management, ownership structure, and corporate governance.     

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.     

Performance measurement system contingency factors: a cross analysis of Italian and Indian SMEs

Recent studies have highlighted the presence of a strong relationship between performance measurement systems (PMSs) and corporate governance structures in European firms. Taking into account the growing economic relevance of developing countries, we investigated the role of corporate governance structure as a PMS contingency factor in Italian and Indian SMEs using a multiple case-study approach. The results show that the first development of a PMS was determined by two different factors; in Italian SMEs, the changes in the corporate governance structure promoted the implementation of an advanced PMS, while in Indian SMEs, environmental changes pushed the development of the PMS without affecting any modification in the corporate governance structure. Moreover, after the adoption of an advanced (or almost advanced) performance management system, relevant environmental changes or the positive impacts of the PMS use, were enough to promote further development of the system in both Italian and Indian SMEs, without any change in the corporate governance structure.     

Political connections,gender diversity and compensation policy

In this paper we analyze the influence of corporate governance, specifically political connections and gender diversity, on board and managers’ remuneration in savings banks in Spain. We also analyze whether financial experience moderates the relation between political experience and board compensation. To the best of our knowledge, the effects of having politicians on remuneration levels of financial firm have not been studied. Connections are important in hiring decisions and in generating business so it is interesting to explore whether they are important when it comes to compensation policies. We use a panel data and financial and corporate governance information from 44 savings banks for the period 2004–2009. Our results show that the previous political activity of the chairperson positively influences board remuneration. Our study provides the first evidence for a link between political connection and compensation policy, showing that, in addition to the standard firm-level factors, political and financial experience are material determinants of economic significance in compensation policies. Specifically, we show that financial expertise may substitute for governance mechanisms that are lacking in firms with weak governance environments (e.g. saving banks with high politicization).     

上市公司信息披露与资本成本：来自中国证券市场的经验证据

以沪深股市502家公司为研究对象,对上市公司信息披露与资本成本的相关性进行了实证检验。研究表明,对于采取保守盈余政策的366家公司,盈余保守度与资本成本显著负相关,而对于采取激进盈余政策的136家公司,盈余激进度与资本成本没有显著关联。结论:高质量的信息披露可以降低上市公司的资本成本,良好的公司治理有助于提高经营绩效。     

Corporate governance effectiveness along the entrepreneurial process of a family firm: the role of private equity

This paper was motivated by the increasing interest in the corporate governance debate on how effective structure and processes may influence entrepreneurial transitions. Along the entrepreneurial process, little research to date has investigated the exit in the context of entrepreneurial family firms. Previous literature has considered the exit mainly as a failure for entrepreneurial families, but when uncertainties arise this choice may enable ownership transitions, thus facilitating survival and long term strategies. Among the exit options, a private equity buyout may balance the family’s wealth protection and the firm’s future growth. However, which family specific characteristics and strategic needs may affect the exit option still remains a neglected topic. Drawing on corporate governance literature and recent research addressing entrepreneurship in family firms, this paper investigates, by a single case study, the bridging role of private equity buyout for going through entrepreneurial transitions. Findings suggest that a private equity buyout is a governance mechanism that may sustain an entrepreneurial transition by realigning family interests and goals. It may also allow the family commitment for improving organizational capabilities required by an entrepreneurial transition.     

投资机会（IOS）设定下公司内部治理对经营绩效的影响——基于中国上市公司的经验研究

传统的公司治理研究将处于不同组织环境的企业等同对待,造成了研究结论的较大分歧.本文依据投资机会集(IOS)理论,运用我国上市公司的经验证据,在设定投资机会集的条件下,考察了不同成长性的企业其公司治理对经营绩效的影响.研究结果表明:成长性较高的公司,其经营绩效的改善与独立董事比例、高管层的持股比例显著正相关,但与高管层年薪相关关系不显著;成长性较低的公司.其经营绩效的提高与独立董事比例和高管层的持股比例相关关系均不显著,但与高管层年薪存在弱的正相关关系.