第八届公司治理国际研讨会征文

作为治理改革的先行者,我国的公司治理正经历着由行政型治理向经济型治理转型的变革过程,并沿着从治理结构到治理机制再到治理有效性的路径逐步提升公司治理能力。在治理改革持续深入之际,互联网时代也悄然来临,为公司治理提供了新的手段和氛围。在国内"新常态"和国际新环境下,进一步借鉴国际公司治理的前沿理论与实践,在全球大背景下探讨我国公司治理体系     

中国公司治理:从"违规"到合规

公司治理改革已经成为全球性的焦点问题。近20年来,全球公司治理研究以美国一国为主逐步发展到英、日、德等主要发达国家,至今已扩展到转轨经济和新兴市场经济国家;研究内容从治理结构与治理机制,扩展到治理模式与治理原则。当前,公司治理质量与治理环境倍受关注,研究重心转移到公司治理评价。中国公司治理研究也大致经历了这几个阶段,即公司治理理念的导入、从法人治理结构到公司治理机制、从单个公司治理到企业集团治理、从国内公司治理到跨国公司治理、从传统企业治理到网络组织治理等理论研究。有代表性的研究成果和法规文件包括《中国…     

董事会治理评价、治理指数与公司绩效实证研究

在优化中国上市公司董事会治理评价指标体系的基础上,对上市公司董事会治理状况进行指数化评价,并对董事会治理评价指数及其与公司绩效的关系进行实证分析.实证结果显示,董事会治理质量趋于改善,独立性有所增强,但整体治理指数仍然较低;行业因素、控股股东性质对董事会治理产生重要影响,即行业的竞争性越强董事会治理质量越高,当控股股东为职工持股会和民营企业时董事会治理指数较高;不同董事会治理机制间存在替代效应,董事会治理水平的提高对公司绩效产生显著的正向效应,由于替代效应的存在,单一董事会治理机制与公司绩效间的关系缺乏显著性和一致性,但作为一个整体,董事会治理质量的改善显著地提高公司绩效.据此提出改善中国上市公司董事会治理的政策建议.     

公司治理与企业财务风险防范

席卷全球的金融危机对企业带来的冲击,使我们认识到,公司治理不仅具有改善公司业绩的作用,更应该具有风险效应.本文基于已有的研究文献,在分析公司治理对企业财务风险影响的基础上,提出了防范企业财务风险的对策.     

从公司治理角度浅析会计信息质量——试论我国上市公司内部治理存在问题

会计作为"当今公司治理结构的语言",主要体现了公司治理的机制和效果。公司治理的完善程度直接制约着会计信息的质量。可靠、相关的高质量会计信息是资本市场稳定、健康发展的必要条件。而它直接原自公司的内部治理行为。从目前我国上市公司内部治理存在问题着手,分析了其对会计信息质量的影响,并提出了建议,目的是改善我国资本市场会计信息质量利于资源最优配置。     

中小企业公司内部治理机制与公司绩效的关系研究

本文从股权治理、债务治理、董事会治理、管理层激励治理四个维度入手,定量考察了中小企业的内部治理机制对公司绩效的影响。研究发现:股权治理机制和债务治理机制与公司绩效负相关,高管激励治理机制与公司绩效正相关。但无论在单一机制还是整体治理机制中,董事会治理机制对公司绩效的提升作用不显著。     

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。     

商业银行的治理风险:避免成为大股东的"钱袋子"

20世纪90年代的亚洲金融危机使人们更深刻地认识到完善金融机构公司治理的重要性,导致了商业银行公司治理研究在全球范围内的兴起.在目前我国国有大银行实施股份制改造并上市的过程中,面临的重要转变是公司治理机制的转变,面临的最大风险也是公司治理风险.为此,要解决的核心问题是避免银行成为大股东的"钱袋子".     

公司治理研究:股权结构与治理机制

股权结构是公司治理的基础,研究股权结构与公司治理机制之间的关系是公司治理研究的重点。本文从委托代理理论的角度,分析了两权分离、股权分散结构下公司治理机制,对如何提高公司治理机制运行效率提出建议。     

中国上市公司治理指数与治理绩效的实证分析

本文根据中国上市公司治理环境 ,设置了公司治理状况评价指标体系 ,并建立公司治理指数评价模型。在对模型的稳定性与可靠性检验的基础上 ,对中国上市公司治理状况进行了实证分析。研究结果表明:股权结构是决定公司治理质量的关键因素 ,国有股一股独大不利于公司治理机制的完善;良好的公司治理将使公司在未来具有较高的财务安全性、有利于公司盈利能力的提高 ,投资者愿意为治理状况好的公司支付溢价;控股股东的行为具有很强的负外部性;董事会治理状况尚有待改善 ,董事会参与战略决策的功能并没有发挥应有的作用;监事会治理水平对公司治理绩效并没有显著影响;我国经理层治理的总体水平较低 ,激励约束方面需要进一步完善制度建设;公司治理水平对信息披露质量产生了影响。     

Corporate Governance in Asian Countries: Has Confucianism Anything to Offer?

Although Confucianism is a resilient cultural tradition in Asian societies, its role in their corporate governance systems is ambiguous. Confucian values have been pushed to the periphery because of a preoccupation in these countries to emulate corporate governance systems from the West. This article argues that Confucianism has much to offer in enhancing director conduct and corporate governance standards. As the attention of the global business community turns eastwards, it is opportune to revive interest in Confucianism and to explore ways in which it can be integrated formally into companies' governance systems.     

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.     

Financial Reporting,Private Disclosure and the Corporate Governance Role of Financial Institutions

This paper explores how large UK financial institutions (FIs) pursued a private corporate governance agenda with their portfolio companies. It also investigates the role of financial reporting in private and public corporate governance. The case financial institutions argued that the limited quality of public information, especially in financial reports, was a major constraint on their ability to act in fund management and corporate governance roles. However, the financial reporting cycle determined a private institutional and company meeting cycle and this created opportunities for private information collection and for governance influence by FIs. In addition, the perceived limitations of public governance mechanisms such as voting encouraged private governance approaches. As a result, the case financial institutions had the incentive and the means to improve the quality of their sources of corporate information and to obtain a competitive edge over other financial institutions and the market through their direct contact with companies. Despite the limitations of public information, the paper reveals how public disclosure in financial statements and the financial reporting cycle played a central role in corporate governance. Public sources of information were combined with private sources to create a financial institutional knowledge advantage. The institutions used this knowledge to diagnose problem areas in strategy, management quality, and the effectiveness of the board, and their impact on financial performance. The financial reporting cycle meant that the quasi insider financial institution had the access opportunity and the joint public/private insight to influence companies across a wide corporate governance agenda and in a range of corporate circumstances. The case institutions exploited these private access and knowledge advantages for investment purposes and for Cadbury style corporate governance purposes. Thus, the private governance process was critically dependent on the FI knowledge advantage, which in turn relied on both financial reports and private disclosure. This wide ranging governance behaviour by institutions corresponds to recommendations subsequently made by the Hampel report in 1998 concerning UK corporate governance. The paper ends by exploring how the private institutional and company meeting agenda can suggest new directions for financial reporting and public disclosure and how this can further improve public and private corporate governance.     

Corporate governance as custodianship of the business model

Recently businesses have been encouraged to discuss their business models in their annual reports as a means of communicating their future intentions to readers of their financial statements. At the same time, corporate governance has continued to be a focus of attention. In this paper we set out the view that a useful way of regarding corporate governance is that of custodianship of the business model—by which we mean that the directors are responsible for sustaining and developing a company’s business model. A comparison of corporate governance and the activities required to sustain and develop the business model shows them to be essentially the same. A business model view has the advantage that it unifies the compliance and monitoring aspects of governance with the advisory and strategy-setting roles of directors, roles that have sometimes been seen as conflicting. Viewing corporate governance from a business model perspective highlights aspects of board responsibilities that are not explicitly recognised in the UK Corporate Governance Code and may have been neglected in the prevailing emphasis on compliance, but which are intimately connected to both network relationships and corporate culture which are now becoming a source of concern.     

Social movement spillover: Barriers to board gender diversity posed by contemporary governance reform

Managerial oversight is strengthened and firms' strategic performance improved when boards are gender-diverse. Yet the rate of women's appointment to corporate boards is decelerating. This study proposes an explanation for the unexpected attenuation rooted in social movement dynamics, particularly cross-movement influences originating from the contemporary governance reform movement. Seeking to alleviate managerialist tendencies, the governance reform movement has compelled major changes to board structure, composition, and activity, as well as the broader logic surrounding corporate boards. By definition, social movements' cognitive and structural advances manifest “spillover” effects – unintentional impacts affecting the opportunity structure, and ultimately progress, of neighboring campaigns. Drawing on social movement theory, a conceptual model is outlined explicating the mechanisms by which governance reform's broad enactments have incidentally impeded board gender diversity's advance. Theoretically-grounded strategies for reversing those effects are also outlined and the study closes with a discussion of implications for research, practice, and policy.     

基于联立方程模型的公司治理溢价研究——兼谈如何检验公司治理评价指标的有效性

公司治理溢价研究可以揭示公司治理与企业价值之间的互动机理,不仅有助于深化和丰富公司治理理论,为上市公司优化公司治理指明方向和重点,而且有助于投资者全面评估企业价值.而对公司治理的客观评价是公司治理溢价研究中的关键问题,本文在以往研究成果基础上,以上证公司治理板块的评选结果为参照样本,给出了检验公司治理评价指标有效性的科学方法,进而验证了以DEA方法构建的公司治理效率值指标的有效性;在此基础上利用联立方程模型对公司治理溢价进行研究,解决了公司治理与企业价值之间可能存在的内生性问题;以2007年中国沪市578家A股公司为样本对联立方程模型进行估计.结果表明,中国股票市场存在公司治理溢价,公司治理效率值每增加0.1,流通盘市场附加值就会有37.2%的溢价.     

Corporate governance and credit rating in Islamic banks: Does Shariah governance matters?

We investigate whether Islamic banks with strong corporate governance benefit from higher credit ratings relative to Islamic banks with weaker governance and whether Shariah governance can affect the credit ratings of Islamic banks or not. We document, after controlling for Islamic bank-specific risk characteristics, that credit ratings are negatively associated with the number of blockholders, CEO power, the supervisory role of the Shariah board and investment deposits; and positively associated with share listing ownership, board independence, women directors, board directors expertise and Shariah board expertise. As well as, credit rating is higher for Southeast Asian Islamic banks and weaker for GCC Islamic banks.     

Corporate governance convergence in Germany through shareholder activism: Impact of the Deutsche Boerse bid for London Stock Exchange

This case study examines the shareholder revolt initiated by a small activist shareholder, which eventually thwarted a takeover bid by Deutsche Boerse for the London Stock Exchange and forced the resignation of two of its highest profile board members. Primarily the case marks the emergence of the Anglo-American style shareholder rights movement in a country that offers only limited power to the shareholders of corporations. In the process it illustrates the mechanisms by which functional convergence of corporate governance regimes can occur long before the legal framework catches up. In Germany, the corporate governance regime requires stakeholder interests to be maximised rather than the sole interests of shareholders. This paper chronicles the shareholder actions that forced the takeover bid to be abandoned and seeks to provide an understanding of the motivations behind the activists’ campaign and the process by which they were able to overcome difficult odds and win their campaign. In this respect, it provides a useful insight into the processes used by relatively small investors to exercise their rights to thwart a takeover offer and topple some powerful corporate executives. Furthermore, the case illustrates how a single issue such as the strategic logic or the value creation potential of a takeover bid can rapidly spiral to become a wider campaign over deeply rooted governance concerns at targeted companies. Event study analysis reveals the stock market reaction to the activists’ intervention. Thirdly, the case sheds light on the importance of communication between management and shareholders especially when corporate decisions of great strategic import, such as a takeover, are being implemented. The globalisation of stock markets is empowering shareholders to assert their rights and their activism is driving corporate governance regimes towards greater convergence and recognition of the primacy of shareholder interests. Overall, the case raises a number of important issues regarding the corporate governance regime in Germany, the challenges posed by overseas investors, and the international convergence of corporate governance regimes. The case further suggests an additional mechanism by which international governance systems can converge functionally towards a common theme even if the form of national regimes remains largely unaltered. Our results are consistent with the institutional theory perspective of coercive isomorphism in adopting the shareholder value paradigm by Deutsche Boerse.     

Applying the ‘comply-or-explain’ principle: discursive legitimacy tactics with regard to codes of corporate governance

The comply-or-explain principle is a central element of most codes of corporate governance. Originally put forward by the Cadbury Committee in the UK as a practical means of establishing a code of corporate governance whilst avoiding an inflexible “one size fits all” approach, it has since been incorporated into code regimes around the world. Companies can either comply with code provisions or may explain why they do not comply, i.e., why they deviate from a code provision. Despite its wide application very little is known about the ways in which comply-or-explain is used. In addressing this we employ legitimacy theory by which explanations for deviating can be understood as means of legitimizing the company’s actions. We analyzed the compliance statements and reports of 257 listed companies in the UK and Germany, producing some 715 records of deviation. From this we generated an empirically derived taxonomy of the explanations. In a second order analysis we examine the underlying logic and identify various legitimacy tactics. We discuss the consequences of these legitimacy tactics for code regimes and the implications for policy makers.