Corporate governance and accountability in multinational enterprises: Concepts and agenda

The objective of this editorial article is twofold: (1) to develop a conceptual foundation that defines corporate governance and accountability in MNEs and (2) to present issues for future research on the ground of this conceptual foundation. Despite recent attention and greater efforts to understand MNE corporate governance and accountability using multiple disciplines, a cohesive and integrated foundation to define them and their interrelationships is still lacking. Even among submissions to this special issue, there is no one article that conceptualizes all of these issues. To fill this void, this article explains what constitutes corporate governance and accountability in an MNE; we address what elements the concepts entail, how they differ from domestic firms and in what ways governance and accountability are mutually facilitative. This article also discusses several major research issues that have strong implications for MNE governance and accountability design.     

Family Business Performance from a Governance Perspective: A Review of Empirical Research

Given the complexity of the family business phenomenon, empirical research has still reached no consensus on whether family control is beneficial or detrimental to firm performance. To shed new light on this issue, this paper covers more than 350 articles published in 37 top finance and management journals. More specifically, it provides an in‐depth analysis of the family business governance system in three steps. First, after examining the various family business definitions and measures of performance used in empirical research, the authors discuss the findings on the direct effect of family control on performance in different geographical regions. Second, the authors pay special attention to the choice of ownership structures by business families and analyse how family owners influence strategic decisions faced by their corporations, including the succession process. Finally, the authors explore the interaction of family control with other governance devices to gain a better understanding of family firms' corporate decision‐making and performance. The holistic approach highlights the need to contemplate the multiple relations that exist among the various governance dimensions of family firms to explain their unique performance. In addition to enhancing understanding of family business conduct, the authors emphasize the need to go beyond the borders of the family firm to identify its external antecedents and consequences. By integrating the finance and management perspectives and analysing the theoretical frameworks and methodologies used in these disciplines, the review highlights the need for interdisciplinary collaboration to advance family business research and thus to consolidate it as a distinctive academic field.     

Comparative and International Corporate Governance

Abstract

In this article, we examine the state of the art in comparative and international corporate governance by identifying the key research questions, main concepts, and paradigms of explanations of cross‐country diversity in corporate governance. First, we discuss the multiple definitions of corporate governance across disciplines and explore how this multi‐dimensional nature of corporate governance posses challenges when making cross‐national comparisons. Second, we review existing comparative research on corporate governance and highlight some of the main characteristics of comparative analysis. Third, we analyze how comparative corporate governance has been understood from four different scholarly perspectives: economics and management, culture and sociology, legal, and political paradigms. We conclude from this third section that future research should make an effort to better integrate cross‐disciplinary paradigms. Fourth, we investigate what insights these four perspectives bring to understand change and stability better in two particular governance dimensions: corporate ownership and the role of labor in comparative corporate governance. Finally, we conclude the article with some forward looking suggestions regarding (1) how different perspectives of corporate governance can be more effectively integrated by adopting case‐based, historical, and actor‐centered forms of institutional explanations and by (2) discussing the current U.S. corporate governance system, frequently seen as the “best practice” model.     

How Independent,Competent and Incentivized Should Non‐executive Directors Be? An Empirical Investigation of Good Governance Codes

There is a commonly held conviction among governance scholars and practitioners that increasing the number of non‐executive directors may have beneficial effects on board practices. This view has gained momentum after each wave of scandals. Given the relevance of the issue in governance studies and practices, the aim of this paper is to investigate how independent, competent and incentivized non‐executive directors should be according to governance scholars and board best practices. To answer this question, we conducted a review of the literature on non‐executive directors. We then collected corporate governance codes developed worldwide at the end of 2005, and made a comparative analysis of their recommendations about the independence, the competencies and the incentives of non‐executive directors. Our results show that (i) non‐executive directors' independence is a commonly recommended governance practice, the meaning of which differs widely among countries; (ii) non‐executive directors' competencies and incentives are not considered a governance issue to be regulated in detail; (iii) agency theory and the search for appropriate board demography tend to dominate the recommendations of governance literature and codes. Our findings have implications for both research and practice.     

Corporate Governance und Eigenkapitalkosten - Bestandsaufnahme des Schrifttums unter besonderer Ber��cksichtigung des Informationsaspektes und Forschungsperspektiven

The present paper provides an overview of research concerning the relationship between corporate governance and the cost of equity capital. The purpose is to explore whether and to what extent corporate governance attributes manifest in firms?? cost of capital. Since the separation of ownership and control is seen as the starting point for the academic thinking on this issue, the term of corporate governance from a shareholder perspective is discussed in more detail. Apart from this terminological discussion the emphasis of this paper lies on the critical review of theoretical and empirical literature. In conducting this review, empirical concepts measuring the relevant dimensions and their potential limitations are explained. Based on these limitations I suggest opportunities for expanding research on the relationship between corporate governance and cost of equity capital, thereby showing future research directions.     

The Impact of Investor Horizon on Say‐on‐Pay Voting

Shareholder investment horizons have a significant impact on say‐on‐pay voting patterns. Short‐term investors are more likely to avoid expressing opinion on executive pay proposals by casting an abstaining vote. They vote against board proposals on pay only in cases where the CEO already receives excessive pay levels. In contrast, long‐term investors typically cast favourable votes. According to our findings, this is due to effective monitoring rather than collusion with the management. Overall, investor heterogeneity in terms of investment horizons helps explain say‐on‐pay voting, in particular the low levels of say‐on‐pay dissent, which have recently raised questions over the efficiency of this corporate governance mechanism .     

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.     

Whistle-blowing regulation in different corporate governance systems: an analysis of the regulation approaches from the view of path dependence theory

The research question of this paper is, if and why countries need different legal approaches to whistle-blowing regulation. The paper specifically explores whether regulation approaches from other countries are suitable to regulate whistle-blowing in the German corporate governance system. First, it is clarified which factors influence the choice of the desired action—that is, “internal whistle-blowing”—and it is demonstrated that the underlying corporate governance system has a potential influence on these factors. Next, it is shown that the consistency of systems is responsible for the lack of success of some legal approaches of the whistle-blowing regulation in special corporate governance systems, whereas in other systems they can be very successful. Finally, the paper presents the requirements for whistle-blowing regulation that does not damage the consistency of the underlying corporate governance system. The findings support path dependence theory, which claims that legal approaches of one country cannot be transferred to other countries. Moreover, whistle-blowing literature is expanded by the fact that the underlying corporate governance system of a country influences the power and loyalty of the employee. It suggests new avenues for whistle-blowing research as well as for the potential convergence of corporate governance regulation. The findings offer insights for policy makers interested in the development of legal proposals for whistle-blowing regulation in their countries. Moreover, it provides a new perspective to enable managers of multinational firms to design whistle-blowing systems within different corporate governance systems.     

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.     

Corporate Governance and Director Accountability: an Institutional Comparative Perspective*

This paper examines the role of boards of directors in light of institutional contingencies and recent best practice governance guidelines and regulation such as the United Kingdom Higgs Review and the United States Sarbanes‐Oxley Act 2002. Particular attention is paid to discussing the role of independent directors across countries, and the implications for corporate governance innovation. It concludes by posing questions about recent corporate governance transformations and providing suggestions for future research.     

公司治理强度、审计力度与审计质量

自安然事件以来,公司治理和外部审计的重要性得到了前所未有的重视.本文构建了一个公司所有者与外部审计师之间的博弈理论模型,以分析均衡状态下公司治理强度、审计力度与审计质量之间的关系,并讨论所有者和审计师赔偿责任对博弈均衡的影响.我们特别引入了公司治理成本函数和审计成本函数,并同时考虑了公司所有者和审计师的赔偿责任.在本模型中,公司所有者对公司治理强度的决策和外部审计师对审计力度的决策共同影响审计报告对外部投资者的信息有用性(即审计质量),并最终影响了公司的成交价格.研究得到的主要结论是:(1)均衡状态下公司治理强度的增加有助于提升审计力度和审计质量;(2)所有者赔偿责任的增加只会提高公司成交价格,但不会影响博弈均衡和均衡状态下的审计质量;(3)审计师赔偿责任的增加并不一定导致所有者降低公司治理强度,且只有在特定情况下才能提升审计力度和审计质量.     

公司治理、控制权性质与审计定价

借鉴Simunic的审计定价模型,构建关于审计定价影响因素的多元线性回归方程,并以沪深两市上市公司2007年数据为研究对象,对股权结构、公司治理与审计定价之间的关系进行实证检验.研究结果表明,总体而言,公司治理因素对中国上市公司审计定价的解释力有限,说明中国会计师事务所在决定审计收费时对被审计单位的公司治理因素考虑较少.具体而言,终极控制人为政府的上市公司审计费用较低,股权集中度、管理层持股比例与审计定价之间大体上呈U型关系,即股权适度集中和管理层适度持股最有利于降低审计定价,进一步的研究发现,管理层持股比例与审计定价的U型关系仅存在于非国有控股公司样本中.研究还发现,中国会计师事务所在确定审计费用时会结合公司控制权的性质考虑风险因素时审计定价的影响.     

The research frontier in corporate governance

In this paper we attempt to identify the research frontier in corporate governance using three different approaches: (1) what challenges does the financial crisis 2007–2009 pose for corporate governance research? We show that the financial crisis is a huge natural experiment which has exposed gaps in our knowledge of corporate governance and is likely to lead of a rethink of central concepts like shareholder value, debt governance, and management incentives (2) what do we know and what do we need to how about the impact of national institutions on corporate governance? (3) What research questions are raised by a focus on current corporate governance practices?     

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.     

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。     

连锁董事与公司绩效:针对中国的研究

关于连锁董事对公司绩效产生正面影响还是负面影响的争论一直存在.一种假设认为,连锁董事在转型经济中能够弥补市场失灵和制度漏洞,从而有助于改善公司绩效.而另一相对的假设则认为,转型中的公司治理失灵催生了连锁董事作为一种社会凝聚的工具,有利于实现管理层利益的最大化.但是,还尚未有在制度变迁背景下对这一问题的研究.利用中国当前制度变迁的大环境,我们建立了284家上市公司连续八年的面板数据库,并针对以上两个假设进行了实证检验.研究结果发现,连锁董事的网络核心度与企业绩效呈负相关关系,即处于连锁董事网络中越核心位置的企业其绩效越差.该结果支持了治理失灵假设.本研究对连锁董事网络研究、公司治理以及转型经济研究具有重要借鉴.     

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.     

Changing Corporate Governance in Response to Negative Media Reports

We study how organizations change their corporate governance in response to negative publicity in the media. We build on insights from the literature on interpersonal trust to theorize how organizations respond to different types of trust‐damaging information. We suggest that organizations are likely to replace key individuals involved in the corporate governance process when trust‐damaging information provides evidence of low integrity. In contrast, organizations are likely to make changes in how the governance process is organized when trust‐damaging information provides evidence of low benevolence. We test our hypotheses by using data on publicly traded Korean firms from 2006 to 2013. Our results provide general support for our argument about corporate governance changes that organizations initiate in response to different types of trust‐damaging information. We also explore how foreign ownership and state ownership moderate organizational responses to trust‐damaging information.     

传媒管制与传媒集团公司治理模式的构建

传媒集团的公司治理是一个十分复杂的问题,中国经济制度和政治制度的特殊性决定了我国传媒集团公司治理的特殊性,本文从中国传媒的政府管制入手,分析了传媒产业的政府管制需求及管制产生的弊端,提出建构公司治理机制可以实现对政府管制的部分替代。在此基础上,客观剖析了目前中国传媒集团公司治理的现状及存在的问题。针对我国传媒集团存在的产权残缺、委托人残缺及管理者激励机制欠缺等问题,提出了中国传媒集团“三级治理”的公司治理模型,特别强调政府治理、外部治理、内部治理三者的有机结合。     

Corporate Governance in China—Is Economic Growth Potential Hindered by Guanxi?

Despite the opening of the market and partial privatization of state‐owned companies in China, the state still represents the controlling shareholder in larger companies. By analyzing the weaknesses of Chinese corporate governance we illustrate the framework for harmful corruption. China is characterized by a weak legal system and strong influences of traditions such as guanxi. In this article we analyze the influence of guanxi on the Chinese corporate governance system. We find that guanxi is in general a double‐edged sword, but business‐to‐government guanxi in particular can harm the weak Chinese corporate governance system and hamper its further economic development and growth.