Institutional Change and Debt-based Corporate Governance: A Comparative Analysis of Four Transition Economies

Countries in transition now represent a significant sector of the international political economy. One of the challenges that they face in moving towards market-based systems and institutions is that of transforming the structure of business enterprises into forms more compatible with capitalist economies. Corporate governance is an important part of this. We argue that, certainly during an interim stage whilst equity markets are weak or non-existent, debt finance has a useful role to play. However for this to be possible there are some important institutional changes that are necessary in order to provide the infrastructure within which debt finance can operate effectively and efficiently. We then present an overview and evaluation of the progress of change in four selected transition countries. This revised version was published online in July 2006 with corrections to the Cover Date.     

美日中小企业公司治理比较分析

在美国经济中,中小企业有着举足轻重的作用.日本是仅次于美国的世界经济大国,中小企业是日本经济发展的主要支撑.本文通过具体分析,在股权结构、控制权约束、劳动力雇佣关系、董事会作用、贷款渠道、公司治理优劣等6个方面对美日中小企业经营状况进行了比较.     

Institutional Complementarities within Corporate Governance Systems: A Comparative Study of Bankruptcy Rules

Recent research work has put forward theconcept of national system of corporate governance to describe the complex architecture of legal rules, economic mechanisms and mentalities which constrain managerial discretion in a different way according to the country considered. The role played by the legal system in this set of mechanisms is particularly important and, as part of the legal system, the bankruptcy law performs a specific function: designed as a governance device for financially distressed firms, it also acts as a monitoring mechanism for healthy ones. The aim of this paper is to investigate the mechanisms of corporate governance in the context of bankruptcy in a comparative perspective. Relying on a broad definition of corporate governance (i.e., one which takes into account the influence of all stakeholders on managerial discretion), we first examine the insolvency codes of five countries (France, Germany, Japan, the United Kingdom and the United States). The stance of the law (creditor-oriented vs. debtor-oriented) is discussed in relation to the legal tradition of each country. We then study the way bankruptcy law in each country articulates with the other governance mechanisms. For that purpose, a typology of those mechanisms is used, based on the type of device each kind of stakeholder is able to activate. Results of both theoretical and empirical studies on bankruptcy are used to understand which of the different devices are used in each country. The comparative approach underlines the impact of institutional differences on organizations through the incentives sent to their stakeholders.     

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.     

顾客参与公司治理与公司相互持股的比较研究

通过顾客参与公司治理与公司相互持股的比较研究,从企业战略联盟的角度,得出了顾客参与公司治理实质上是代表了一种新型的企业战略联盟类型——治理权战略联盟——的结论,它与现有的包括公司相互持股在内的股权型战略联盟和契约型战略联盟相比更具生命力和优越性。在当前经济总体上由短缺经济过渡到过剩经济、卖方市场变成买方市场的背景下,通过顾客参与公司治理的形式在供需双方间建立治理权的战略联盟必将成为越来越多企业的现实选择。     

中外证券公司治理结构比较分析

从股权结构、董事会、激励机制和信息披露四个方面对中外证券公司的治理状况进行比较,并提出了一些对应的改革建议,即实现产权制度多元化、实现产权分散化、重视职业生涯计划的长期激励作用、建立对独立董事的法人约束和实行全面的信息披露制度等.     

Methods for Uncertainty Analysis: A Comparative Survey

This paper presents a survey and comparative evaluation of methods which have been developed for the determination of uncertainties in accident consequences and probabilities, for use in probabilistic risk assessment. The methods considered are: analytic techniques, Monte Carlo simulation, response surface approaches, differential sensitivity techniques, and evaluation of classical statistical confidence bounds. It is concluded that only the response surface and differential sensitivity approaches are sufficiently general and flexible for use as overall methods of uncertainty analysis in probabilistic risk assessment. The other methods considered, however, are very useful in particular problems.     

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.     

公司治理模式的多维度比较研究:构建公司治理权变模式

本文依据制度环境维度,将公司治理模式分为外部监管模式、家族监管模式和内部监管模式;依据人力资本维度,将公司治理模式分为股东至上主义模式、双边治理模式、员工至上主义模式;依据企业成长维度,将公司治理模式分为古典治理模式、过渡治理模式和现代治理模式。本文进行了公司治理模式三个维度的比较研究,即从宏观层面、中观层面和微观层面对公司治理模式进行比较研究。在综合考虑三个维度因素基础上,构建了公司治理权变模式。     

Integration and Autonomy in Organizational Governance: A Comparative Study of Two Government-Owned Railways in Hong Kong

This article identifies the patterns of integration and autonomy in organizational governance in two government-owned railways in Hong Kong in relation to relevant external and internal actors from the government, market and civil society. The Kowloon Canton Railway Corporation, a government department turned into a statutory corporation, and the Mass Transit Railway Corporation Limited, a statutory corporation turned into a listed company, are both profitable enterprises. They have been subjected to similar macro-governance influences (mainly political and policy changes), but their patterns of integration and autonomy with relevant actors in organizational governance are not the same. The historical variations in the integration-autonomy patterns, notably an increased tendency for government intervention, as well as major differences between the two railways in their relationships with market and civil society actors, can often be explained by three interrelated factors, namely, political conditions, community expectations and performance.

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公司治理效率与投资者保护：一个理论分析框架

本文通过一个理论模型的分析框架,探讨了公司治理与投资者保护之间的内在联系.本文的研究结果表明,公司治理与投资者保护之间存在密切的联系.法律对投资者的保护越好,则股东经理转移公司利润的倾向越低,治理效率越高;在信息不对称情况下,所有上市公司都将选择治理效率最低的战略组合,这是目前我国上市公司治理效率普遍较低的原因之一;如果法律强制性地提高对投资者的保护,将使所有公司都能从中得到效率收益,从而使得所有公司的状况得到改善.     

Public-Private Wage Differentials in French-Speaking Africa: A Comparative Analysis

Abstract. In the framework of structural adjustment programs implemented in Africa, the idea that wages in the public sector are too high compared to those of the private sector is partly based on wage policies with regard to the public sector. But the existence of public-wage differentials, inducing a labour market segmentation within the modern sector, has rarely been the object of attentive examination. With the help of earnings functions, based on homogeneous cross-section and logitudinal data of seven capitals of French-speaking Africa, the author plans to verify this hypothesis. The main conclusion of this research is that distortions on the modern labour market of many African countries are less important than one may think. In most of the countries considered, public-private wage gaps are essentially attributable to characteristics of individuals. This suggests that policies aiming to reduce wages of the public sector are no longer justifiable, economically and socially.     

Governance in Organizations: A Cognitive Perspective

Governance in organizations according to traditionalagency theory is based on the premise that managersand employees do not have identical goals. As aconsequence, employees need to be monitored andcontrolled. If legal contracts are not sufficient forproper control, incentive contracts should be used. This paper argues that incentive contracts are notsufficient to solve governance issues in organizationsdue to problems in measurability and enforceability ofpresumed contract violations. Such problems arecomplicated by asymmetries in power, perspectives andaspirations between managers and employees. Acognitive argument is advanced suggesting that timeconstraints and bounded rationality render the idea ofmonitoring relatively ineffective. Governance ideasthat focus on communication flow and informationsharing are described. The role that other cognitiveelements such as memory play in a more comprehensiveand interdisciplinary framework for understandinggovernance relations is discussed.     

制度、体制与机制:对国家治理体系的系统分析

国家治理体系和治理能力现代化是一项超大规模的社会系统工程。系统科学是分析国家制度体系和国家治理体系的理论视角,是推动国家治理体系和治理能力现代化的科学方法论。中国国家治理体系是以社会主义为根本和特质,制度、体制、机制运行为一体,具有整体性、协同性、层次性、关联性等系统性特征。除了制度结构、资源禀赋,权力配置等“硬件”因素外,国家治理体系运行,优化和效能输出还取决于各子系统的协同与衔接机制,信息反馈与调平纠偏机制、系统能动性的激发机制等方面。以系统观推动改革发展,要注意把握系统整体涌现性、统一性与差异性、制度有限性与主体能动性、正负反馈的动态平衡等原则。     

基于资源的商务网络演化稳定性分析

从企业角度出发,着重分析网络化的稳定问题.先简单介绍商务网络的演化过程和随机稳定性的概念,然后分析了网络演化与资源变化的关系,最后就一个简化的商务网络模型的演化稳定性进行了研究.通过分析,认为商务网络的演化过程大抵上追随资源的变动,并且,随机稳定性是比拓扑稳定性更好的描述网络稳定性的方式.     

虚拟社会资本与我国互联网信用生态治理

随着互联网经济的深入发展,互联网信用危机不断加深。虚拟社会资本作为社会资本的一种新兴形式,可以通过行为态度、主观规范和知觉行为控制3个维度对互联网信用行为产生积极影响,利用这一影响机理,可以形成信用生态传播、产业化、信用数据一体化和分布式存储等策略来提升我国互联网信用生态的治理水平。     

A Framework to Guide Thinking and Analysis Regarding Climate Change Policies

The potential impacts from climate change, and climate change policies, are massive. Careful thinking about what we want climate change policies to achieve is a crucial first step for analysts to help governments make wise policy choices to address these concerns. This article presents an adaptive framework to help guide comparative analysis of climate change policies. The framework recognizes the inability to forecast long-term impacts (due in part to path dependance) as a constraint on the use of standard policy analysis, and stresses learning over time as a fundamental concern. The framework focuses on the objectives relevant for climate change policy in North America over the near term (e.g., the next 20 years). For planning and evaluating current climate policy alternatives, a combination of fundamental objectives for the near term and proxy objectives for characterizing the state of the climate problem and the ability to address it at the end of that term is suggested. Broad uses of the framework are discussed, along with some concrete examples. The framework is intended to provide a basis for policy analysis that explicitly considers the benefits of learning over time to improve climate change policies.     

A Comparative Analysis of Korean and American Management Education: A Knowledge-Based Odyssey

The evolution of post-industrial society is resulting in a `knowledgeeconomy. The changes involve `knowledge workers' in contrast to `manualworkers' of the past industrial economy. The quantity and quality of knowledgeworkers will determine success in national borderless competition. Althoughthe United State's recent prosperity and near perfect employment rate areexemplary, the technology leading to this success has been developed andshared by traditional industrial powers, i.e., Japan and France, and mid-techpowers such as South Korea.This paper examines methods by which South Korea incorporates Americanapplications of the knowledge economy into its system. The interdisciplinaryapproach includes sociological, linguistic, educational, and ethical elements.Suggested methods include double loop sharing, knowledge management withelectronic support systems, professional journals, and professionalinternational conferences. This paper offers a brief history and synopsis ofcurrent developments in knowledge-based systems, and suggests South Korean andAmerican applications. Recommendations also include the emphasis on Englishas the primary language to improve Korean communication among government,industry, and academic entities.