母公司对子公司的管理和控制模式研究

现代大型企业集团的出现,形成了集团母公司与下属各子公司(包括参股公司)之间复杂的组织结构与关系网络。由于母公司与子公司都是平等的企业法人,因此母公司如何对子公司进行有效的管理,发挥集团的整体优势,就成为理论界与企业界普遍关心的问题。本文对目前理论界和企业界所采取的母公司对子公司的管理和控制模式进行了研究。     

Investing with Prejudice: the Relationship Between Women's Presence on Company Boards and Objective and Subjective Measures of Company Performance

This paper presents a comprehensive archival examination of FTSE 100 companies in the period 2001–2005, focusing on the relationship between the presence of women on company boards and both accountancy‐based and stock‐based measures of company performance. Consistent with work by Adams, Gupta and Leeth this analysis reveals that there was no relationship between women's presence on boards and ‘objective’ accountancy‐based measures of performance (return on assets, return on equity). However, consistent with ‘glass cliff’ research there was a negative relationship between women's presence on boards and ‘subjective’ stock‐based measures of performance. Companies with male‐only boards enjoyed a valuation premium of 37% relative to firms with a woman on their board. Results support claims that women are found on the boards of companies that are perceived to be performing poorly and that their presence on boards can lead to the devaluation of companies by investors. Yet the findings also indicate that perceptions and investment are not aligned with the underlying realities of company performance.     

The financial crisis,investor activists and corporate strategy: will this mean shareholders in the boardroom?

The concept of stakeholder engagement is gaining increasing attention in the mainstream media and may feature as part of a corporation’s strategy for corporate social responsibility. Not only are boards considering how they might engage with key stakeholders, but stakeholders are also pursuing greater participation in the strategic decisions of companies in which they invest. While this is an emerging concept in companies governed by unitary boards, as in North America, the issue of stakeholder engagement in various forms is also entering debate in other countries around the world. In general, however, the idea of shareholder or stakeholder representation on the boards of most UK and Commonwealth companies is anathema. Forces now influencing the development of strategies for stakeholder engagement and the rise of active investors include changing corporate governance rules which give investors more power in the election of directors, the increasing role of pension plans and hedge fund investment groups which have produced investors who keep a close eye on company performance and value, and a sluggish or turbulent stock market as a result of the financial crisis initiated by the credit crunch in the sub-prime mortgage markets. In this paper the phenomenon of stakeholder representation is examined and results of a recent survey conducted among a large sample of New Zealand directors are presented. The findings suggest that these traditionally oriented boards are increasingly inwardly focused and are without an agenda for building and managing shareholder and stakeholder relations. Accordingly, such boards are unlikely to regard stakeholder engagement as a serious strategic issue and are thus also likely to miss significant opportunities in the changed business environment to benefit from stakeholder support.     

Women on the boards of listed companies: Evidence from Finland

This paper investigates gender differences on the corporate boards of Finnish listed companies. The personal characteristics, careers, and boardroom roles of female and male directors on boards were analyzed on the basis of empirical data collected by questionnaire. An analysis of the findings revealed only minor differences between the women and men in personal characteristics such as their marital status, number of children and education, or in their careers. However, female board members were on average younger than their male counterparts and considered themselves to be more protean, took more active roles on the board, and enjoyed power more than men did. They also felt a need for more women on the board. The goal of this study is to contribute to the existing research in two ways. Firstly, it provides empirical evidence on women??s representation on boards from Finland, where women??s and men??s rights are regarded as more equal than in many other countries. Secondly, the study aims to increase our knowledge of gender differences, careers and roles of women in top positions in Finnish business.     

Females and Precarious Board Positions: Further Evidence of the Glass Cliff

The ‘glass cliff’ posits that when women achieve high profile roles, these are at firms in precarious positions. Previous research analysed appointments (male/female), estimated the precariousness of firms involved and drew inferences about the glass cliff. This study is different as it directly tests the relationship between a precarious situation and changes in board gender diversity. The sample is companies listed on the UK stock exchange reporting an initial loss in the years 2004–2006. A matched control sample is used in a difference‐in‐differences analysis to avoid inadvertently attributing improvements arising from societal/regulatory changes in gender diversity to the loss event. Findings suggest that when the loss is ‘big’ there is a difference in the increase in gender diversity versus both the control and the ‘small’ loss subsamples, i.e. compelling evidence of the glass cliff. In the context of ongoing political and social debates about women on boards our work (i) identifies continuing structural barriers for women ascending to board level in that women are more likely to be over‐represented on boards of companies that are more precarious and (ii) sounds a note of caution about celebrating increased gender diversity on boards without considering the precariousness of the company involved.     

Towards a re-conceptualization of firm internationalization: Heterogeneous process,subsidiary roles and knowledge flow

This paper proposes a re-conceptualization of firm internationalization to understand and predict the rapid global expansion of firms since the 1990s, especially those from emerging markets. First, based on a review of existing literature, we re-conceptualize firm internationalization as a heterogeneous process of strategic development of subsidiaries in overseas countries or regions. This re-conceptualization captures the pluralistic character of the process of firm internationalization.Second, we delineate peculiar roles played by subsidiaries in pursuit of multinational enterprise (MNE) headquarters' internationalization strategies. We argue that the HQ's heterogeneous strategies toward overseas subsidiary development define the corresponding roles of subsidiaries, which in turn shape the knowledge-flow patterns within the MNEs. Finally, we link firms' internationalization strategies with different subsidiary roles to generate hypotheses concerning the effect of such links on subsidiary performance. We argue that the proper alignment of HQ's internationalization strategies with subsidiary roles will lead to success of the overseas subsidiaries; by contrast, a mismatch will lead to subsidiary failure. The paper thus contributes to the field of firm internationalization by linking its new conceptualization with the literature on subsidiary roles and knowledge flows in MNEs.     

National Networks of Corporate Power: An Irish Perspective

This paper maps the network of interlocking directorships formed by the boards of the top 50 financial and 200 non-financial companies in Ireland. The Irish network is compared with those in ten countries, based on the same sample size and selection criteria as used in this paper, using the methods and theory of Social Network Analysis (SNA). Fundamental to the paper is the idea that the network of interlocking directorates is in some way structured, and not the result of random processes.Irish boards were found to have a relatively loosely connected network structure which is sparser and less dense than those of other countries. This is reflected in the relatively low percentage of multiple directors and the relatively fewer number of directorships per multiple director.In general, indigenous Irish public companies tended to be central in the network, while a disproportionately large number of foreign and private companies were isolated on the periphery. However, a number of foreign-owned companies were central to the network -- in particular, those which started as indigenous Irish companies which were subsequently taken over.When account is taken of the nature of the Irish economy and business, in comparison with that of the ten other countries, it is seen that the opportunities for company interlinking at board level in Ireland are relatively fewer. However, within these constraints, there is a thriving network of corporate power in Ireland.     

Corporate social responsibility in the board room – when do directors pay attention?

When do board directors pay attention to corporate social responsibility (CSR) issues? Board directors have traditionally focused on maximizing shareholder profit and viewed corporate governance narrowly as a way to meet this goal. They have paid little or no attention to CSR issues because they see CSR as a contrast to profit maximization. We argue in this article that companies can no longer ignore CSR. We propose that three conditions must be met in order for boards to pay attention toCSR. First, the board must have a mindset that considers CSR as contributing value to the firm. Second, the board must have relevant competences that enable members to understand CSR issues. Third, compensation of top-level management should reflect CSR performance. The first two conditions are directly linked to human resource development because, in order to embrace the specific challenges that CSR possesses, board members must develop an understanding of the CSR field and related challenges and opportunities for the company.     

Increasing the board's involvement in strategy

For a long time, boards of directors have been considered weak, incapable of contributing to the financial success of their companies. This article proposes a way to revitalize boards by involving them in mapping corporate strategic directions. Building on recent changes in boardroom practices, it outlines eight conditions for an effective strategic contribution by boards and specifies areas of potential for an effective strategic contribution by boards and specifies areas of potential interest to directors. Taken together, these suggestions are expected to ensure continuous and disciplined contribution by boards to strategy and, ultimately, to effective corporate performance.     

Strategic vision or strategic con?: Rhetoric or reality?

Major companies devote considerable effort to communicating corporate visions and missions. Yet three recent surveys suggest that much of this effort has been counter-productive. A gap has emerged between rhetoric and reality. Arenas of confrontation have arisen between directors and managers, head offices and business units, holding companies and their subsidiaries, and between specialists and generalists. A widespread desire for corporate transformation is not matched by understanding of how to bring it about. The lack of top management commitment and of communication skills are major barriers to change. More competent directors and more effective boards are needed. The article suggests key roles for the chairman and the chief executive. It examines how best to share a compelling vision, and identifies a requirement for new attitudes and approaches to communication.     

The Glass Cliff: Evidence that Women are Over-Represented in Precarious Leadership Positions

There has been much research and conjecture concerning the barriers women face in trying to climb the corporate ladder, with evidence suggesting that they typically confront a ‘glass ceiling’ while men are more likely to benefit from a ‘glass escalator’. But what happens when women do achieve leadership roles? And what sorts of positions are they given? This paper argues that while women are now achieving more high profile positions, they are more likely than men to find themselves on a ‘glass cliff’, such that their positions are risky or precarious. This hypothesis was investigated in an archival study examining the performance of FTSE 100 companies before and after the appointment of a male or female board member. The study revealed that during a period of overall stock‐market decline those companies who appointed women to their boards were more likely to have experienced consistently bad performance in the preceding five months than those who appointed men. These results expose an additional, largely invisible, hurdle that women need to overcome in the workplace. Implications for the evaluation of women leaders are discussed and directions for future research are outlined.     

The Market for Non‐Executive Directors: Does Acquisition Performance Influence Future Board Seats?

This paper investigates whether non‐executive directors associated with good (bad) board decisions are subsequently rewarded (penalized) in the market for directors. This question is addressed by assessing whether the post‐acquisition performance of acquiring companies influences the number of non‐executive directorships that non‐executives involved in these acquisitions hold subsequent to the acquisition. We find that non‐executives on the boards of acquirers that increase (omit or cut) their dividend subsequently hold more (fewer) non‐executive directorships in listed companies. Our findings suggest that the non‐executive labour market is efficient and rewards (penalizes) non‐executives for good (bad) acquisitions.     

Corporate governance and corporate social responsibility: lessons from the land of OZ

Australia corporate boards and senior management have been spirited from the Land of Milk and Honey (profit) to the Land of OZ. They are to embark on a journey, following the “yellow-brick road”, a proverbial path to a promised land of one’s hopes and dreams, in order to find brains, a heart and courage. The effect of new regulations introduced in Australia to curtail corporate misbehaviour is detailed by storytelling. The Wizard of OZ is the title of a story written by L. Frank Baum and published in 1899. In 1939, Metro Goldwyn Mayer Studios made a movie of the story. I have used The Wizard of Oz to argue that corporate boards and senior management need to make decisions using a balance of intellect (brains), emotionality (heart), and a sense of purpose (courage). The inspiration for using Baum’s story, as an analogy for the transformation needed in corporate boards and senior management, comes from Biberman and Whitty (Journal of Organisational Change Management 10(2):130–188, 1997). This research is based on interviews with Board members and non-executive directors from five companies listed in the Business Review Weekly (BRW) Top Twenty-five Companies in Australia (2007) and a range of secondary data sources. The financial and reputational success of the organisation and its members is out of balance with the human and social costs and benefits. Respondents confirmed that board members and senior management should willingly provide information about the corporation and its activities to its stakeholders, that information and data should be transparent, the true extent of director remuneration should be revealed and that financial reporting should be true and accurate. Board members and senior management can be assisted to operate in a way that observes socially responsible values and balances the obligation for profit maximisation with corporate social responsibilities (CSR). This study provides steps that organisations can take to achieve a balance of intellect, emotionality and sense of purpose and therefore realise their corporate social responsibility. The results of this empirical and secondary research suggest a method that may be used to make board members and senior managers more aware of their corporate social responsibilities and curtail corporate misbehaviour where the introduction of a range of new regulations has had little effect.     

Editorial

In this paper we want to investigate the impact of company owners on the low percentage of women on management boards and whether they are attempting to increase this percentage. After analysing whether ownership concentration influences the number of women on management boards we distinguish between different types of owners. We find that ownership concentration has no effect on the presence of women on German management boards, we show however that institutional and individual owners have a significantly positive effect. Classifying institutional owners into national and foreign owners illustrates that foreign investors are the primary driver of the positive effect within the class of institutional owners; the presence of national investors that are strongly influenced by the national banking system does not show any effect. Our analyses are based on 15,976 management board member positions from 2000 to 2007 in approximately 600 German-listed companies.     

Women on boards and firm performance

This study investigates the financial performance of Dutch companies both with and without women on their boards. The analysis extends earlier methods used in research by Catalyst (The bottom line: corporate performance and women’s representation on boards, 2007) and McKinsey (Women matter. Gender diversity, a corporate performance driver. McKinsey & Company, USA, 2007), two studies that are often cited in the literature, although, each has a number of methodological shortcomings. This article adds to the international debate, which is often normative, through examining 99 listed companies in the Dutch Female Board Index. Our results show that firms with women directors perform better than those without women on their boards.     

The Determinants of Non-Executive Representation on the Boards of Large UK Companies

An important aspect of current governance practice is theutilisation of non-executive directors to monitor the behaviourof senior management. The purpose of this paper is to provide aninitial insight on the determinants of non-executiverepresentation on the boards of large UK companies. The studyadopts an agency theory perspective, focusing specifically on theimpact of company size and ownership on non-executiverepresentation. I find that larger companies, where monitoringvia ownership is expected to be less efficient, utilise higherlevels of non-executive representation. I also find thatnon-executive representation is positively associated with theownership of external blockholders. The presence of CEO/chairmanduality has a negative impact on non-executive representation. Overall, the findings suggest that companies utilise boards withstronger monitoring potential when size and ownershipcharacteristics suggest that alternative governance mechanismsmay be unable to ensure managers pursue shareholders' interests.     

跨国公司在华子公司角色演化:理论及案例分析

本文根据影响子公司角色转变的因素,将子公司的角色根据每种因素的强弱不同分为八种类型,即起步者、淘汰者、办事员、支持者、小诸侯、贡献者、直辖领袖和自由领袖.根据该子公司角色划分方法和演化路径分析方法,本文深入研究了一家跨国公司在华子公司-BEC公司的角色演化情况,研究证实了本文得出的角色划分方法和演化路径分析框架的适用性,也得到了跨国公司在华子公司的一个具体演化路径.     

基于风险环境的企业多层交叉信用评分模型与应用

研究基于风险环境的企多层交叉信用评分模型与信用评级方法,解决同一地区具有多个地域、多个行业和多个企业的企业、行业和地域等具有二级或以上层级结构的企业、行业和地域信用评级问题.定义了地域信用形象,针对同一地域同一行业、不同地域同一行业、同一地域不同行业和不同地域不同行业等4种不同的企业层级结构,分别建立了企业信用评分模型、行业信用评分模型和地域信用评分模型,用以对企业、行业和地域进行信用评级.以某一地区某一行业的集团公司进行项目贷款申请为例,假定该公司同时在"好"、"中"和"差"3个不同的经济发展区域分别建立3个子公司,并分别计算了该公司及其3个子公司在不同地域信用环境影响下的信用评分值,然后综合计算了在不同地域同一行业下的具有多层级结构的公司多级信用评分值,给出公司相应的信用评级结果和银行相应的信贷策略.最后还给出了集团公司具有贷款申请资格的数值条件.该方法对集团公司的信用评级方法以及银行对集团公司的信贷策略及相应决策具有科学参考依据.     

我国上市公司治理结构与战略绩效的相关性研究

本文研究了我国上市公司治理结构安排的现状与代表公司战略绩效的公司价值指标的关系。在105家上市公司的相关资料基础上,具体考察了公司治理结构的股权结构、高层管理人员持股、两职兼任与分任、董监事会规模等几个方面对于公司相对价值和公司价值成长能力的影响。结果表明,我国上市公司的治理结构与公司战略绩效间存在一定的相关关系,但总体相关度低。这对于从提高公司战略绩效角度认识和改善我国上市公司的治理结构可以提供一些有益的启发。     

企业集团代理人风险态度、道德风险与信用风险传递

由于企业集团的关联企业众多,股权结构复杂,导致银企信息更加不对称,银行对企业集团贷款资金的监管更加困难,企业集团也更有机会产生不按照贷款合约使用贷款资金的道德风险,从而增大了银行的信用风险.针对此问题,首先分析了企业集团代理人转移银行贷款资金的动机,以及企业集团子公司之间信用风险的传递过程;其次,基于代理人效用最大化原理,分析委托代理合约、代理人风险态度,以及代理人转移贷款资金的道德风险对企业集团子公司信用风险的影响;最后,建立了度量企业集团子公司信用风险的违约概率模型.研究表明,代理人的风险态度、委托代理合约的状态都会影响企业集团子公司的违约概率.