双重委托代理下独立董事治理效应研究

为深入理解独立董事在双重委托代理关系下的治理功用,并为构建具有中国特色的公司治理结构提供理论借鉴,运用双重委托代理理论对独立董事治理效应进行分析,结果表明:一方面为监督CEO而提高董事会中独立董事比例,CEO会越不愿意与董事会共享公司内部信息,使得独立董事难以直接降低第1类代理成本;另一方面,为监督大股东侵占而必须进行的独立董事"独立化"有可能在抑制第2类代理问题的同时,削弱大股东治理机制的有效性,诱发严重的股东与经理层之间的利益冲突,间接增加第1类代理成本。     

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.     

The Information Content of Common Stock Repurchases: An Empirical Study1

Share repurchase announcements are known to be associated with significant positive abnormal stock returns. Past studies have argued that the main explanation of this value creation is that share repurchases signal new (and favourable) information about the repurchasing firms' future cash flows. This paper examines this hypothesis and provides evidence on the nature of the information revealed by share repurchases. Using a sample of 41 repurchase announcements from the USA, we show that the new information signalled to the stock market through share repurchasing is not only about changes in the level of future cash flows but also about changes in the riskiness of these cash flows.     

Corporate Diversification,Information Asymmetry and Insider Trading

The literature suggests that corporate diversification destroys firm value. This value destruction is usually considered to be a consequence of managers' pursuing diversification strategies to benefit themselves rather than to increase firm value. This paper provides evidence that casts doubt on this agency theory‐based explanation for corporate diversification. Evidence based on insider trading suggests that managers themselves consider their diversification strategies to be value‐increasing. Specifically, it is documented that corporate insiders (directors) purchase more of their firms' shares in the open market when corporate diversification is high. Moreover, insiders purchase more when the level of diversification discount is high, suggesting that they disagree with outside investors' undervaluation due to diversification. It is also found that the market reaction to insiders' purchases is positively related to corporate diversification. This result suggests that outsiders consider the amount of favourable information contained in insiders' purchases to increase with the extent of corporate diversification.     

Board attributes and foreign shareholdings in Malaysian listed firms

This study examines the association between foreign shareholdings and several characteristics of board of directors in the context of a developing capital market. Using data of 777 listed firms on Bursa Malaysia for the financial year 2008, the study predicts that foreign shareholdings are positively related to board independence, multiple directorships, and financial literacy of the board of directors. The study finds a strong positive relationship between multiple directorships and foreign shareholdings. Contrary to our expectation, the association between board financial literacy and foreign shareholdings is negative and significant. With regard to the link between board independence and foreign shareholdings, we find weak evidence to support our prediction that there is positive relationship between board independence and foreign shareholdings. The multivariate results also show strong positive relationships between foreign shareholdings and number of foreign directors on boards, and between foreign shareholdings and audit quality. The study also documents a significant negative association between foreign shareholdings and firm size, and between foreign shareholdings and book-to-market ratio. The findings of the study supports the view that multiple directorships is an important asset to firms in emerging markets partly due to limited pool of potential talents and experts which in turn could signal reputational capital and quality of directors. Since there is a mandated presence of finance and accounting qualified director on the audit committee, foreign shareholders can somewhat rely on the oversight of audit committee instead of depending entirely on the board of directors for the quality of financial statements and financial reporting oversight. Finally, the presence of foreign directors on a board of directors may signal a firm’s commitment to adopt good corporate governance practices. It is also possible that foreign investors can influence corporate governance through their participation on the board of directors.     

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.     

Public Disclosure and Dissimulation of Insider Trades

Regulation requiring insiders to publicly disclose their stock trades after the fact complicates the trading decisions of informed, rent‐seeking insiders. Given this requirement, we present an insider's equilibrium trading strategy in a multiperiod rational expectations framework. Relative to Kyle (1985), price discovery is accelerated and insider profits are lower. The strategy balances immediate profits from informed trades against the reduction in future profits following trade disclosure and, hence, revelation of some of the insider's information. Our results offer a novel rationale for contrarian trading: dissimulation, a phenomenon distinct from manipulation, may underlie insiders' trading decisions.     

Corporate Reputation: Do Board Characteristics Matter?

Our study draws on institutional and signalling theories to postulate relationships between board characteristics and corporate reputation. Based on a sample of 324 firms featured in Fortune's list of most admired corporations in the USA, our findings indicate that board characteristics significantly influence the assessment of firm reputation by the business community. Specifically, we found that firms with a greater proportion of outside directors and those with larger boards exhibited better reputation than those with smaller boards and a higher proportion of insiders. In addition, we observed an inverted‐U relationship between the average tenure of outside directors and corporate reputation. However, contrary to expectations, our findings indicate a negative association between independent leadership structure (i.e. absence of duality) and corporate reputation.     

Breaking the boardroom gender barrier: the human capital of female corporate directors

Although there is a paucity of female corporate directors in Canada, women are slowly managing to break the gender barrier of all-male boards of directors. Using resource dependency theory a model is developed that identifies the human capital characteristics that contribute to a woman being appointed to an all-male board. The model is tested on a sample of 193 Canadian firms that appointed women to their boards of directors between 1996 and 2004. The results show that women who are appointed to all-male boards have specialized knowledge skills; either they have firm-specific knowledge as insiders, or they are support specialists with a specific financial or legal expertise.     

Insider Trading,Stochastic Liquidity,and Equilibrium Prices

We extend Kyle's (1985) model of insider trading to the case where noise trading volatility follows a general stochastic process. We determine conditions under which, in equilibrium, price impact and price volatility are both stochastic, driven by shocks to uninformed volume even though the fundamental value is constant. The volatility of price volatility appears ‘excessive’ because insiders choose to trade more aggressively (and thus more information is revealed) when uninformed volume is higher and price impact is lower. This generates a positive relation between price volatility and trading volume, giving rise to an endogenous subordinate stochastic process for prices.     

解禁股份交易中的“择时”行为与大股东侵害

本文以股改后的解禁股份出售事件为研究对象,考察这一过程中的内幕交易与大股东侵害问题。研究发现,大股东在解禁股份交易中具有显著的择时能力,表现为通过出售股份赚取了超常收益、也及时规避了损失;股东对上市公司的控制力有助增强其择时能力,但由于信息优势在主动型内幕交易和被动型内幕交易中的不对称作用,只有控制力较强的股东才更有可能及时规避损失;股东关系有助于弥补控制力的不足,在与公司控股股东关系密切的情况下,控制力较弱股东也能在股份交易中及时规避损失。研究从股东控制力和股东关系两个角度,较为全面地分析了大股东侵害的可能途径;研究发现为思考全流通背景下的大股东侵害问题提出了新思路,也为加强对解禁股份的交易监管提供了理论依据。     

Controlling shareholders and the composition of the board: special focus on family firms

This article analyses the relevance of the agency problems that exist between shareholders and managers (type I agency problems) and between majority and minority shareholders (type II agency problems), in determining the composition of the board of directors, differentiating between family owned and non-family owned firms. The hypotheses are tested on a sample of 173 Spanish listed companies for the period 2004–2011. The results of our study indicate that, on one hand, as type I agency problems increase, firms increase their percentage of outside directors and, on the other, as type II agency problems increase, firms increase the ratio of independent to nominee directors. Whether the company is a family firm or not does moderate the influence of insider ownership over the composition of the board. Generally speaking, our findings support the view that firms configure their board of directors in such a way as to best signal to the market both efficient management and a balance of the interests of all shareholders. Likewise, these results could be taken into account when formulating recommendations on the composition of the board of directors.     

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.     

Does insider shareholding matter to corporate payout reactions to tax reforms?

Theory indicates that since Germany’s 2001 Tax Reform Act non-qualified shareholders have strongly preferred share repurchases over dividends, even though qualified or corporate shareholders are typically expected to be indifferent between the two. By contrast, prior to the reform most shareholders preferred dividends. As payout policies may be driven by taxes but also by factors arising from asymmetric information of agents and principals, this raises the question whether payout decisions are driven by ownership structure, i.e., members of the management board or other influential shareholders such as blockholders. Kaserer et al. (Z Betriebswirtschaft 82, 2012) investigate the impact of insider shareholding on payout policy. Their study sheds light on the mechanisms behind corporate payout policies and provides important new insights into the influence that insiders’ actions have on payout policies. The authors leave issues like the impact of voting power and of dominant shareholder groups more or less untreated, hence preparing the floor for a whole series of interesting future empirical studies.     

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).     

The Effect of Temporary Agency Workers on Wage of Permanent Employees: Evidence From Linked Employer‐Employee Data

The effect of flexibility at‐the‐margin on wage of permanent employees is evaluated using Italian Linked Employer‐Employee Data for the period 1991–2004. Temporary Agency Workers (TAW) introduced in Italy in 1997 in some specific industries represents a form of flexible job providing a quasi‐experimental setup that can be used to obtain identification by applying difference‐in‐differences. Concerns related to confounding trends are addressed through several robustness and falsification tests. Norms introducing TAW in all sectors in 2000 are also exploited. Results show an increase in permanent employees’ wage in industries involved in the reform. This evidence is consistent with insider‐outsider theories wherein — in a dual labor market — a rise in the share of unprotected employees may spill over upon insiders’ wage.     

How does interpersonal justice affect outside directors’ governance behavior? A cross-cultural comparison

We examine the impact of interpersonal justice among outside directors on the board and between a director and the CEO regarding the director’s monitoring and resource provision behaviors in different cultural contexts. We argue that directors from individualistic countries are more influenced by CEO interpersonal justice while directors from collectivistic countries are more affected by the board interpersonal justice. Our main effect results indicate that interpersonal justice with board members is positively related to both monitoring and resource provision by a director, while CEO interpersonal justice is related only to resource provision. Our results also show different effects on the director’s behaviors between three countries, i.e., Canada, Singapore, and Spain. We found that CEO interpersonal justice is positively associated with resource provision in Canada, while board interpersonal justice is positively related to both monitoring and resource provision in Singapore and Spain. These results suggest that directors discharge their board duties differently by how they are treated by other directors and the CEO and that their governance behaviors vary by culture. This study contributes to the literature on comparative corporate governance by showing the differences in directors’ behaviors in different cultural contexts.     

现代公司治理结构与会计舞弊关系的实证研究

本文以我国证券交易所成立至2003年12月31日期间被证监会公开查处的财务报告舞弊的上市公司为样本,比较全面地选取了分别代表公司治理结构中董事会特征、监事会特征、经理层特征、股权结构等方面的14个指标对公司治理结构与会计舞弊之间的关系进行了实证研究。研究结果发现内部人控制度、国家股比例、股权制衡度与财务报告舞弊显著正相关,法人股比例、股权集中度、高级管理层持股比例与财务报告舞弊显著负相关。     

中国证券市场内幕交易的信息含量及与操纵市场的比较

基于1993-2000年中国证券市场内幕交易和操纵行为事件,采用事件研究、修正的Meulbroek(1992)模型和横截面检验,同时比较内幕交易、操纵市场的信息含量,发现事件研究中,内幕交易的信息含量总合计量结果与字样本结果并不一致,Meulbroek(1992)存在对内幕交易信息含量高估的现象,而操纵市场信息含量是明显显著的。更进一步,论文采用事件期中与前述不同的数据和具体的交易细节研究基于内幕信息的操纵行为。发现,中国证券市场内幕交易买进不能取得异常收益,而卖出向市场发出错误的信号。纯粹操纵、基于内幕信息操纵买进的市场反应异常显著,信息含量相比于纯粹内幕交易要大很多。最后,给出国内证券市场内幕交易与操纵行为的建议。     

Why do firms decide to stop their share repurchase programs?

We explore the distinguishing characteristics of firms that completed or ended share repurchase programs. Our findings help further understanding of the economic reasons for cancelling such programs. Based on a U.S. sample of 457 completed and 79 non-completed repurchase programs, we find a significant drop in systematic risk around completed buybacks. This suggests a response to deteriorating investment opportunities. In contrast, the systematic risk of non-completers decreases prior to the announcement, followed by an increase that peaks during the event period. This suggests that firms cancel their repurchase intentions when growth options move into the money.