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.     

Unintended agency: Impression management support as a trigger of institutional change in corporate governance

In this paper we describe an emergent process of institutional change in which institutional entrepreneurs are unintentional contributors to the change process. Our theory suggests how change in the predominant institutional logic of corporate governance at public U.S. companies resulted not from deliberate attempts by corporate leaders to change the criteria by which governance is evaluated, but from the cumulative efforts of top executives to provide “impression management support” (IM support) for individual leaders of other firms. We first discuss how IM support has spread among corporate leaders through generalized social exchange. Then we suggest how individual leaders, in seeking to persuade journalists about the quality of corporate leadership at particular other firms, tend to invoke evaluative criteria that deviate from the prevailing institutional logic of governance. We further suggest how the rhetoric of IM support instigated a cascading social influence process that has contributed to changing perceptions about corporate governance among a broad range of other corporate stakeholders. We discuss the implications of our model for sociological perspectives on corporate governance and the corporate elite. Finally, we consider how the occasional negative commentary by corporate leaders about their peers, in combination with IM support, helps to sustain the credibility of the social system in which leaders, journalists, and other information intermediaries operate.     

How does globalization affect corporate governance and accountability? A perspective from MNEs

This paper addresses how the global activities undertaken by multinational enterprises (MNEs) in international settings impact corporate governance mechanisms and accountability systems. International corporate governance and accountability research, whether from a political science, economics, finance, or accounting perspective, has thus far predominantly focused on the comparison of corporate governance schemes in different countries and on the investigation of institutional parameters that determine these schemes. Straying from this line of inquiry, this article discusses how globalization at the firm level affects governance and accountability systems at parent- and subsidiary-levels. It emphasizes how an MNE's globalization attributes such as globalization scale, foreign adaptation, global competition, and international experience influence the design of governance mechanisms such as board size, board composition, executive compensation, market discipline, interlocking directorate, ownership concentration, duality and inbreeding, as well as the design of accountability systems such as accounting information, auditing standards, and financial and non-financial disclosures. This article bases its conjectures on information processing and agency theories.     

Can information technology enable profitable diversification? An empirical examination

Investments in information technology (IT) are now a major part of corporate investment, and the management of IT is essential to performance. In general, IT is expected to have performance effects when it is judiciously used to complement existing corporate capabilities. In this research, we examine how IT can complement diversification strategy. Using hypotheses and measures suggested by information processing theory and the theory of corporate strategy, testable hypotheses are derived to examine how IT can complement diversification. Results suggest that spending on computer technology significantly complements a strategy of unrelated diversification. Implications for theory and practice are discussed.     

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.     

会计信息质量与公司资本配置效率——来自我国上市公司的经验证据

高质量会计信息能通过改善契约和监督,降低道德风险和逆向选择,从而提高公司资本配置效率,但至今仍未出现针对我国上市公司的经验证据.结合我国新兴加转轨的制度背景,以我国沪深上市公司为研究样本,实证结果表明:会计信息质量与上市公司投资不足和过度显著负相关,其中应计质量和盈余平滑性与上市公司投资不足和过度间的负相关性最为显著.因此,我们应该完善我国上市公司财务报告和披露系统的市场基础设施,如机构投资者和分析师队伍等,进一步进行制度创新以更好发挥会计信息在公司资本配置中的作用.     

Corporate Governance in Russia:: towards a European, US, or Russian Model?

This article analyzes Russia’s emerging corporate governance system taking into account both foreign and domestic influences. It discusses influences on Russia’s corporate governance from other countries, particularly the US, Germany, and France. Aspects of Russian culture and traditions are then examined to see how they might influence the country’s evolving corporate governance system. Although Russia will continue to be influenced by international standards and systems of other countries, the article concludes that Russian corporate governance will evolve into its own unique model reflecting the country’s traditions, values, and culture. Implications for Western investors are discussed.     

“Good” corporate governance and the quality of internal auditing departments in Italian listed firms. An exploratory investigation in Italian listed firms

One of the most important issue relating to corporate governance reports refers to their ability to provide users with a complete set of information regarding the effective ability of an entity to achieve oversight objectives by the compliance to corporate governance practices required by a specific law or industry code. In addition, other features, such as the quality of the internal auditing function or the sensitivity of top management to issues relating to corporate internal controls and risk management, can also be taken into account when formulating a judgment on the quality of corporate governance practices. Is there an association between the compliance to codes and internal controls effectiveness? We propose to assess the quality of corporate governance through a proxy that considers several characteristics of internal audit departments and combines them to determine an Internal Audit Departments global quality index—IAD Index. To define IAD global quality we consider the effectiveness of an internal audit function analysing its operational aspects. The IAD Index is based on several signalling elements that previous literature assumed as proxies for quality of IADs which are grouped into four pillars: a formal quality index; a static quality index; an activity-related quality index; and a performance-linked quality index. We then test the IAD index on a sample of Italian listed firms and conclude that there are significant associations (positive and negative) between the degree of compliance to some corporate governance regulations for listed firms and the IAD Index for the sample being considered.     

Die Bedeutung von Steuern in der Nachhaltigkeitsberichterstattung: Eine international vergleichende empirische Analyse

Due to tax competition, high levels of national debt and promulgated tax avoidance strategies of large corporations, there is a growing interest of multiple stakeholders in taxation putting taxes on the corporate social responsibility (CSR) agenda. This study empirically examines the relevance of taxes in sustainability reports of 90 corporations listed on the Dow Jones 30, DAX 30 and FTSE 100. The findings show that 54,4?% of these corporations disclose tax information in their reports. The quality of disclosure is examined using a scoring model based on the tax-related performance indicators of theGlobal Reporting Initiative Guidelines and two standards for voluntary disclosure of tax information. In most cases, disclosure practices are of low quality. However, there are a few corporations providing high disclosure quality, especially in the UK. By analyzing the determinants of disclosure, this study demonstrates that extractive companies and companies that have been object of negative tax-related media coverage tend to disclose more information. Furthermore, corporations with higher profitability and high performance in CSR rankings rather disclose tax information.     

政府行为、股权安排与公司治理的有效性——基于盈余质量视角的研究

本文以我国2000至2005年期间A股上市公司为研究对象,探讨在政府控制的特殊经济环境下,股权安排对会计盈余质量的影响,试图从会计契约角度对公司治理有效性做出新的诠析。本研究发现,控股股东对盈余质量的影响是非线性的,而第二大股东则对控股股东的壕沟防御效应起到有效的遏制作用。研究还发现,在政府行政干预力度加大和内部人利益侵害行为加剧的双重推动下,国有上市公司财务报告质量将进一步被降低。     

‘I want it fast,factual, actionable’—tailoring competitive intelligence to executives' needs

Today even corporate giants have been awakened from slumbering complacency by the intensifying forces of global competition. Deepening recession, political upheaval, volatile currency markets, and new, and more aggressive, competition all combined to signal the end of ‘the good old days’. As the hard hit fortunes of DEC, GM, IBM, NEC, Merck, Philips Electronics, VW and others prove, no company is invincible.In response to new and changing pressures in the competitive environment, managers virtually stumble into each other as they scramble for yet another look inwards, before the inevitable decision to restructure or fine-tune the organization and its offerings. But this is not enough.In order to formulate, and effectively implement, winning competitive strategies the firm must have in place a formal mechanism to collect, process, analyse, and disseminate competitive intelligence. Competitive intelligence enables managers to understand what the competition can and will do, and when and where it plans to do it.The article describes what competitive intelligence is, why it represents a key element in the strategic management system of the company, and how it works in practice.     

Idiosyncratic volatility,executive compensation and corporate governance: examination of the direct and moderate effects

Entrenchment of private benefits by the CEO or dominant owners can lead corporations to avoid riskier but more private benefits resulting in greater idiosyncratic volatility and information flow trading. Using a unique database of 806 listed firms, we investigate the impact of CEO compensation and corporate governance on idiosyncratic volatility and information flow trading. We find strong and robust evidence that equity-based (fixed income) CEO compensation is negatively (positively) related to volatility and information trading. Incorporating an agent principal–principal perspective into our models of managerial discretion provides us with an accurate prediction of how the proportion of CEO compensation and the degree of entrenchment will influence risk-taking decisions as well as how equity-based compensation interacts with related-party transaction and ownership dispersion to influence stock volatility. Finally, we find that idiosyncratic volatility and information flow trading are also affected by CEO compensation and corporate governance, which act as instrumental variables, while subject to environmental variants and the jointly determined.     

独立董事连锁对内部控制的影响机理: 基于声誉效应与学习效应的实证研究

本文首次从独立董事连锁的声誉效应和学习效应视角,运用匹配(1:1 Pairing)+双重差分(DID)法研究独立董事连锁对企业内部控制质量的影响机理。研究发现:在声誉效应视角,独立董事连锁能显著提高企业的内部控制质量,且兼任公司家数较多的连锁独立董事对内部控制质量的提高作用更明显;在学习效应视角,独立董事连锁能显著提高其董事会出席率,且该种效应主要出现在高学历的连锁独立董事身上。此外,本研究首次发现了独立董事连锁对企业内部控制质量的传导机制,即通过提高连锁独立董事的董事会出席率进而提升了企业的内部控制质量。本文的结果表明,我国监管部门和上市公司应当重视独立董事连锁的作用,这对公司治理与内部控制相关政策的制定具有重要的启发意义。     

Self-regulation of corporate governance in Russian firms: translating the national standard into internal policies

We consider how firms develop internal corporate governance policies based on external nation-wide standards. Flexibility in interpreting external standards allows firms to develop internal regulations focused on governance procedures that are only loosely coupled with expected governance outcomes. Our results demonstrate that firms tend to adopt less restrictive policies than what is recommended by the national standard and are more willing to adopt policies regulating governance procedures than policies regulating governance decisions. We also argue that the process of translating external standards into internal guidelines is affected by firm-specific characteristics and explore factors that determine to what extent firms switch the focus of internal policies from regulating governance decisions to regulating governance procedures.     

Beyond Transparency: Information Overload and a Model for Intelligibility

The role and evaluation of the modern corporation is being challenged by multiple stakeholders, changing markets and public expectations. Unfortunately, corporate governance, regulation and accounting have played a prominent role in business failure for the past decade resulting in a growing lack of public confidence in our markets. We present a new model that contributes to improving the quality of corporate information by providing not more, but better information through increased intelligibility of overall information, benefiting both the firm and its broad array of stakeholders. It has become apparent that boards, management and regulators have been unable to cope with the rise of business failures by adding increasing layers of regulation that have often served only to exacerbate the complexity and further cloud the transparency of needed information. We have identified a growing number of forward‐thinking firms that have found alternative means to provide betterinformation and strengthen their companies. We offer a stakeholder‐centric model for improving information intelligibility based upon the extensive scope and variety of external input derived from the growing social movement organizations. With the added focus on intelligibility, these groups can help foster greater corporate responsibility, meaningful transparency, increased stakeholder benefits, and improved overall performance of the firm.     

CSR投入下产品质量决策与专利授权合同设计

良好的专利授权有助于激发企业持续创新的动力,实现专利技术的商业化和产业化,而产品质量则是决定企业能否取得市场竞争优势的关键。本文针对由专利持有企业和品牌企业组成的系统,考虑市场需求信息不对称以及品牌企业承担社会责任（Corporate social responsibility, CSR）,研究品牌企业产品质量决策和专利授权合同设计问题,进而分析CSR投入对各个企业利润、消费者剩余以及社会福利的影响。研究结果表明：不同市场条件下,专利持有企业会策略性地设计专利授权合同形式,即选择仅包含"一次性固定授权费"或者"一次性固定授权费+版税提成"的专利授权合同;品牌企业CSR投入并不会影响专利授权合同的形式,但会提高一次性固定授权费;CSR投入会促使品牌企业提高产品质量,但并不一定会导致产品销售价格的提高;CSR投入虽然会降低品牌企业利润,但能有效提升专利持有企业利润、消费者剩余和社会福利。     

Developing a data base for planning— A shipping industry case

The shipping industry comprises many discrete sectors, with such widely differing characteristics of markets and vessel design that they are in effect separate industries. Planning therefore requires a detailed knowledge of each industry's characteristics—a data base from which future projections and corporate strategy can be developed.

International bulk shipping is not yet rigorously confined by intergovernmental agreements, except for regulations covering safety and technical standards, and it is therefore a market open to the economic forces of supply and demand. The market for parcel tankers, which carry a wide range of liquid cargoes in small quantities, is the subject of this study of how the supply and demand balance in a typical shipping industry is assessed.     

Corporate prediction markets: a tool for predicting market shares

Prediction markets have been applied for various forecasting issues, such as political events or sports. The ability of these markets to collect distributed information in a fast and efficient way provides useful support for corporate planning. A crucial criterion for the quality of the information aggregation process is the liquidity of the market, especially in corporate prediction markets, which typically consist of fewer traders than public markets. The use of automated market makers is one option with which to ensure enough liquidity, but it is always related to some drawbacks. This paper investigates a field study of a corporate prediction market that replaces the automated market maker with human traders. We analyze the efficiency of such markets, the impact of the applied incentive system and the effects of human market makers.     

高管团队职能异质性与企业绩效关系研究:基于管理者认知和团队冲突的中介分析

高管团队的职能特征如何反映到企业绩效中一直是管理领域研究的重点,但是其实证检验结果呈现出复杂化的特征,一致性的结论尚未达成。本文从高阶梯理论和信息处理理论出发,较为全面地探索高管团队职能异质性如何影响企业绩效。研究结果表明:(1)高管团队职能异质性对企业绩效水平有负向的影响;(2)高管团队职能异质性会显著促进管理者认知集中性和复杂性的提高;(3)管理者认知集中性和复杂性的提高会进一步促进绩效水平的提高;(4)管理者认知是高管团队职能异质性影响企业绩效水平的中介机制;(5)高管团队职能异质性的提高会显著促进团队冲突的提高;(6)团队冲突的增强会抑制企业绩效水平的提高;(7)团队冲突是职能异质性影响企业绩效水平的中介机制。