A social stakeholder model

Corporate governance is a concept that attracted the attention of jurists and economists in the US in the 1970s and 1980s. The concept then became widespread on the European continent in the 1990s. More recently, corporate governance elements have turned up in other fields as well. When applied to social institutions, this model is referred to as 'social governance'. The (corporate) governance concept can be valuable in the social area. The debate on corporate governance is much more fundamental than the debate on the relationship between shareholders and management or between minority and majority shareholders. The essence of corporate governance can be found in the pursuit of a situation of 'checks and balances', which gives the stakeholders the possibility to complement and control each other. This article analyses the different stakeholders in the social area, their legitimisation as stakeholders and the practicability of a social stakeholder model.     

论代理问题与公司治理安排

本文在综述前人公司治理理论的基础上，分析了公司代理问题和世界上现有的三种主要公司治理安排。我们认为任何有效的公司治理安排必须考虑一、该国的文化传统和社会现实；二、构成公司治理的权力基础；三、股东的法律保护和大股东(债权人)在公司治理中的作用。     

金融全球化与“股东导向型”公司治理制度的跨国传播——对中国公司治理改革的社会学分析

自20世纪80年代以来,由于金融全球化和美式“股东资本主义”的兴起,“股东导向型”公司治理制度在全世界的影响越来越大,被誉为最佳公司治理模式或“国际惯例”。它不但影响了德、日等发达国家,也影响了中国等发展中国家和转型国家的公司治理改革。本文认为,“股东导向型”公司治理制度在中国的传播主要由内生性和外生性两大动机驱动,经过两个阶段和通过三种机制完成。第一阶段是在跨国层面,“模仿性同构”机制和“规范性同构”机制发挥了重要作用;第二阶段是在国内企业层面,政府通过法律法规和政策等手段要求企业采用新的公司治理模式,即“强制性同构”机制发挥了主导作用。对中国公司治理改革的社会学分析有助于我们从一个不同于经济学和管理学的新视角加深对中国金融市场和上市公司的理解,对于反思西方新自由主义企业制度,构建具有中国特色的现代企业制度具有较为重要的理论和现实意义。     

The Governance of Higher Education According to the Marxist View of Fairness

According to Marxism, fairness or equity is concrete, evolving, and practice-based, and has as its ultimate aim the realization of the full and free development of man. Xi Jinping Thought on Fairness and Justice underscores governing the country according to law, improving work styles, innovating the social governance model, and making social welfare and people's full and free development the point of departure and ultimate goal, in a fresh development of the Marxist approach to equity in the contemporary era. Guided by this approach, Chinese higher education institutions should break free of the traditional regimen, shifting the governance structure from bureaucratic management to shared governance and from the traditional rule of man to the rule of law. Through institutional measures and observance of the basic laws of higher education development, we can build a new type of collaborative relationship among governments, institutions of higher learning, academics and students, and society as a whole. In this way, all participants will find their proper place and realize their full potential, thus activating and enhancing the innovative capacity of higher education. Only thus will higher education institutions be able to modernize their governance systems and capacity.     

Effectiveness of Local Governance: Interactions Between Social Capital and Institutional Structures

This paper critically evaluates the debate on what makes local governments more effective, higher social capital (such as trust, reciprocity, and informal social networks) or stronger institutional structures (such as democratic processes, ombudsman, and social audits). Empirical analysis of a decentralized welfare scheme in India, the Andhra Pradesh Rural Employment Guarantee Scheme (APREGS), using the latent variable path analysis modeling approach reveals that creation of formal democratic institutional channels in itself does not impact governance performance. Rather, it is mediated by complex institutional and social capital issues. For example, formal information dissemination activates social capital, leading to effective local governance. However, this (higher social capital and better institutions) does not automatically lead to empowerment or trust in the local government. The influence of the economically and politically powerful mediates this relationship. These and other results, cumulatively, highlight the complexity involved in the effectiveness of government empowerment initiatives. The paper calls for a fresh and wider debate on decision‐making dynamics in rural India, especially the interaction between government institutions, social capital, and the historical societal dynamics.     

The contribution of environmental,social, and governance disclosure to a sustainable economy

This article discusses ways that environmental, social, and governance disclosure can promote transition to a sustainable economy by paving the way for better business operations. It presents a conceptual analysis and identifies how environmental, social, and governance disclosures actuate corporate sustainability and contribute to a sustainable economy. It also offers a sustainability framework for companies transitioning to a sustainable economy.     

效率逻辑还是权力逻辑——公司政治与上市公司CEO强制离职

基于1997-2007年676家中国上市公司的面板数据及其CEO、董事长、独立董事、基金经理和相关政府官员的访谈资料,本文深入分析了中国上市公司CEO强制离职的影响因素及作用机制,揭示出一种与代理理论预测和西方经验不同的中国的CEO解职规律。研究表明,CEO解职不仅仅是一个经济过程,受“效率逻辑”的支配,更是一个社会政治过程,受“权力逻辑”的强烈影响。组织中普遍存在的“权力逻辑”压倒“效率逻辑”的现象可能是阻碍中国公司治理改革和其他组织和制度变迁的深层原因,从而使改革流于形式,新制度止于表象。     

An exploratory study on the potential of social enterprise to act as the institutional glue of network governance

This study combines two topics of contemporary salience for public administration: social enterprise and governance networks. While operating at different levels, both are institutions which attempt to draw together the three pillars of state, market, and civil society. Nevertheless, the respective literatures focus on particular aspects of the three pillars. We connect the two concepts and suggest that some social enterprises can act as the institutional glue of networks due to their ability to benefit organizations in each of the three sectors. This requires social enterprises to have the managerial capacity to diffuse social know-how, and is facilitated by the trust of other organizations and a supportive policy framework. The links are explicated at the conceptual level before providing evidence from South Korea and the UK. Finally, research propositions are offered, which suggest new avenues for future research.     

浅析股东知情权制度

随着公司所有权与经营权分离治理结构的出现,使得公司管理层凭借信息优势侵犯股东权利的现象时有发生,若想恢复经营和管理信息在管理层和普通股东间的对称和平衡,构建和完善股东知情权制度显得尤为必要.股东知情权的确立是基于股东平等原则、公司履行对社会的责任等法理基础之上;股东知情权具有固有权利、基础性权利等性质.我国的股东知情权的完善要从以下方面着手:扩大股东查阅的范围,允许股东选任代理人,隐名股东被确认有股东资格的情况下具有知情权,而隐名股东资格的认定可以从公司章程和股东名册记载、实际出资及工商机关的登记内容等方面来加以认定;未履行出资义务的股东是否剥夺其知情权要视股东未履行出资的主观恶性及客观后果综合认定.     

The Legal Regulation of Irrational Elements in the Operations of Boards of Directors

The operating processes of boards of directors are delicate and complex, so corporate legislation cannot simply equate board structure law with board governance law. It is therefore necessary to start from China’s actual conditions and grasp the operating processes of Chinese boards with a sober appreciation of the irrational elements in their operating mechanisms. Board governance has entered a new stage of institutionalization, and the law should shift from its emphasis on structure to give equal attention to structure and process in optimizing institutional structure. In the construction of board operating mechanisms, we should treat differently such “living laws” as customs, experiences and traditions, give full play to the functionality of boards’ strategic choices, and provide legal regulation of irrational elements, so as to distinguish between different roles, develop consensus, select strong points and improve efficiency. We should build control over board operational procedures, improve the system of functional allocation, correct assessment mechanisms, develop a mechanism for judicial scrutiny of the affective relationships in society and curb such behavioral tendencies as relational identity, structural bias and group polarization, with a view to controlling such “living laws” within the framework of the basic values and principles of board governance.     

Corporate Governance and Firm Performance: A Sociological Analysis Based on Chinese Experience

Based on the 1997-2007 panel data of 676 listed companies and in-depth interviews with the senior executives, independent directors, fund managers and securities analysts of these companies, this paper tries to analyze the relationship between corporate governance and firm performance from a sociological perspective. The results show that the relationship between corporate governance and firm performance in the Chinese institutional environment is sharply different from the predictions of the agency theory. The empirical findings from China lend strong support to the new institutional argument that “best” corporate governance practices are socially “constructed” by various social forces and interests groups in specific social, political and cultural contexts, and how “good” a corporate governance practice is depends to a large extent on whether it fits in with the institutional environment in which it is embedded. There exists no universally “best” model of corporate governance across the world. Our empirical sociological study based on Chinese experience offers new perspectives and evidence for deconstructing the global myth of corporate governance.     

论我国上市公司的制度性缺陷

文章所述上市公司制度性缺陷主要是指公司治理的缺陷 ,它包括内部治理和外部治理两个方面 :从内部治理来看 ,主要是 :行政权力和行政机制几乎控制了从企业股票发行到上市直至公司运作的全过程 ;股权结构的畸形和单一 ;内部人控制 ;上市公司目标的扭曲 ;公司治理组织架构的矛盾和冲突等。从外部治理来看 ,主要是 :市场治理机制的不完善或治理力度不够 ;有关监管机构的监管不力和市场中介机构的不健全等     

Exploring the endogenous governance model for alleviating food insecurity: Comparative analysis of food bank systems in Korea and the USA

Food security is one of the dimensions in reducing poverty. Food bank governance is a key system for increasing food security. Even if thousands of food banks operate around the world by importing the standard US model, a universal standard of governance cannot always be applied to all countries, because actors, networks, and institutions embedded in unique social, economic, cultural, and political contexts retain endogenous properties. Hence, the governance model must reflect the endogeneity each society has. This article aims to theoretically suggest the endogenous governance model and to empirically demonstrate the validity of this model by comparing the governance of food banks in the USA and Korea. Although Korea introduced the US food bank model, the Korean model has been adapted and changed, evolving its own system. To find the difference in endogenous food bank governance between the two countries, we compared the variety of governance models, the institutional context, mode of network, actors' attributes, and time perspective.     

Corporate Governance and Firm Performance： A Sociological Analysis Based on Chinese Experience

基于676家上市公司1997-2007年问的面板数据及对上市公司高管、独立董事、基金经理和证券分析师等的深度访谈资料,分析公司治理和企业绩效之间的关系,揭示在中国制度背景下与代理理论的预测颇为不问的公司治理与企业绩效的关系模式。而所谓的“最佳”公司治理做法是在特定社会、政治、文化等制度环境下各种复杂社会力量和利益群体进行“建构”的结果,其作用的发挥在很大程度上取决于是否契合所在的制度环境,因此,并不存在普适的“最佳”公司治理模式。基于中国经验的社会学实证研究,为解构这一世界性公司治理迷思提供了新视角和证据。     

On the Status and Function of Judicial Justice in Social Governance Innovation

Social governance innovation is a basic requirement of China's socialist construction, and an important guarantee that people can live and work in peace and enjoy long-term stability and order. Strengthening and innovating social governance has great significance for the modernization of the national governance system and governance capacity, and this is where judicial justice plays a unique role at the level of government, society, and the individual. That is, judicial justice is the key to transforming governmental functions; the guarantee of a new-type social construction; and the guide to upgrading autonomy at the grass-roots level. To achieve judicial justice, we must popularize the idea of the rule of law, improve judicial work style and innovate judicial institutions.     

A nice thing to do but is it critical for business? Corporate responsibility and Australian business

There is said to be a “new paradigm in business” proposing that business has far broader social and environmental responsibilities than simply making profits for shareholders. This paper examines the concept of corporate responsibility to see how far Australian business has moved towards the new paradigm. Fifty‐four different stakeholders from one large business were interviewed about the meaning of corporate responsibility. Most acknowledged that business has a responsibility beyond simply making profits, however, profit remained the primary motivation in moves towards corporate citizenship, community involvement and social responsibility.     

A Community of Shared Future for Mankind—The Contemporary Development of the Social Foundations Theory of International Law*

In the traditional understanding, the social basis of the emergence and existence of international law can be summed up as an international society in which interstate conflict and cooperation and interests and contradictions coexist. In recent years, the term “international community” has been widely used in national practice and academic discourse. Many scholars believe that the development of interstate relations indicates that the international community is being transformed into a global international community. The concept of “a community of shared future for mankind” reflects China’s new understanding of the social foundations of international law. It introduces Chinese traditional culture into global governance, develops Marxist theory on the community, is concerned both for mankind as a whole and for individuals, highlights the ultimate issues of the international community, and emphasizes the international community’s union of diversity and interdependence. The idea of “a community of shared future for mankind” is of great significance for the theory and practice of international law; it reflects the emergence of methodological holism, the response of international law to the questioning of its legitimacy, and the trend toward hierarchical systematization in international law. The concept of “a community of shared future for mankind” is of great value to China’s participation in the reform of the global governance system. It will help promote appreciation of the relations between China and the world, enhance China’s international discourse power and discourse force, and promote the rule of law in international relations that China advocates.     

我国股东代表诉讼实用性的经济学分析

设置股东代表诉讼的目的是为了完善公司治理,强化股东的经营监督和抑制违法的作用。但由于股东提起代表诉讼是为了公司和全体股东的利益,如何降低原告股东的诉讼成本对实现股东代表诉讼的立法目的具有重要的意义。     

股东与员工:利益的冲突与整合

现代企业制度的缺陷在于以股东会为企业的最高权力机构 ,而股东利益并不等同于企业利益 ,这实质上形成企业利益的代表者在企业法人治理结构中的缺位 ,并且也现实地会损害企业员工利益 ,从而影响企业的健康发展。企业利益是股东利益与员工利益的统一 ,现代企业制度的内容创新是十分必要的 ,这应体现在两个方面 :一是要确立代表企业利益的机构 ;二是要确立职工代表大会为企业员工最高权力组织进入企业法人治理结构。     

论我国股东派生诉讼约束机制的现状及对策

股东派生诉讼制度有利于完善公司法人治理结构,保护中小股东的利益。但由于股东派生诉讼约束机制的不足,实践中容易出现滥用股东派生诉讼的情形。建议从健全前置程序、缩小被告范围、引入股东诉讼费用担保机制方面完善我国的股东派生诉讼约束机制。