CAPITAL,LABOR, AND THE FIRM: A STUDY OF GERMAN CODETERMINATION

Under the German corporate governance system of codetermination, employees are legally allocated control rights over corporate assets through seats on the supervisory board—that is, the board of nonexecutive directors. The supervisory board oversees the management board—the board of executive directors—approves or rejects its decisions, and appoints its members and sets their salaries. We empirically investigate the implications of this sort of labor participation in corporate decision making. We find that companies with equal representation of employees and shareholders on the supervisory board trade at a 31% stock market discount as compared with companies where employee representatives fill only one‐third of the supervisory board seats. We show that under equal representation, management board compensation provides incentives that are not conducive to furthering shareholders' interests, possibly because labor maximizes a different objective function than shareholders. We document that, under equal representation, companies have longer payrolls than their one‐third representation peers have. Finally, we provide evidence that shareholders respond to the allocation of control rights to labor by linking supervisory board compensation to firm performance and by leveraging up the firm. (JEL: G32, G34)     

All on board? New evidence on board gender diversity from a large panel of European firms

Using a unique database of over 20 million firms over two decades, we examine industry sector and national institution drivers of the prevalence of women directors on supervisory and management boards in both public and private firms across 41 advanced and emerging European economies. We demonstrate that gender board diversity has generally increased, yet women remain rare in both boards of firms in Europe: approximately 70% have no women directors on their supervisory boards, and 60% have no women directors on management boards. We leverage institutional and resource dependency theoretical frameworks to demonstrate that few systematic factors are associated with greater gender diversity for both supervisory and management boards among both private and public firms: the same factor may exhibit a positive correlation to a management board, and a negative correlation to a supervisory board, or vice versa. We interpret these findings as evidence that country-level gender equality and cultural institutions exhibit differentiated correlations with the presence of women directors in management and supervisory boards. We also find little evidence that sector-level competition and innovativeness are systematically associated with the presence of women on either board in either group of firms.     

营运资本管理效率对公司盈利能力的影响——基于中国制造业上市公司的经验证据

本文使用2004-2006年我国沪深两市519家制造业上市公司作为研究样本,考察营运资本管理效率与公司盈利能力之间的关系.研究发现,公司盈利能力与反映营运资本管理效率的综合指标现金周期显著负相关,而且与现金周期的各组成部分应收账款周转期、存货周转期和应付账款周转期显著负相关.研究结果表明,管理层可以通过制定适当的信用政策和存货政策,将现金周期、应收账款周转期、存货周转期和应付账款周转期控制在合理的最优水平,实现营运资本的高效周转,提高公司盈利能力.     

公司证券投资、所有权类型与资本结构决策关系研究

考察了股市收益波动与公司资本结构决策之间的关系,以此分析上市公司是否存在违规举债炒股行为。研究发现:股市收益波动与公司负债水平正相关,即上市公司会根据市场收益情况举债进行证券投资决策,这种正相关关系在非国有企业更为显著;政府的监管政策效果不明显。研究结果证实了上市公司存在违规举债炒股行为,检验了政策效果并明确了监管的重点与方向。     

我国上市公司CFO薪酬与盈余质量的相关性研究

本文研究了我国上市公司CFO薪酬与盈余质量的相关性.研究发现,随着我国上市公司治理机制的不断完善,上市公司逐步建立起了以盈余为业绩指标的CFO薪酬激励机制.通过文章逐层递进的研究,我们发现我国上市公司CFO薪酬激励契约显著地区别反映了盈余中的非经常性损益和经常性损益,但是却未能有效地区别反映经常性损益中的应计项目和经营性现金流,存在类似"功能锁定"的现象.进一步细分研究样本后,我们发现由于盈余管理上市公司CFO薪酬激励契约对非经常性损益和经常性损益的不合理权重赋值,扭亏上市公司的CFO薪酬激励契约反而刺激了CFO进行盈余管理.根据研究我们认为,解决CFO薪酬激励契约对应计项目和经营性现金流的"功能锁定"现象,改进盈余管理上市公司CFO薪酬激励契约成为目前我国上市公司完善CFO薪酬激励机制的两个重要任务.     

Shareholders' Wealth‐Maximizing Operating Decisions and Risk Management Practices in a Mixed Contracts Economy

This paper establishes a critically important positive role for operations management practices and financial hedging. We show that operations management decisions and financial hedging are intertwined, and we advance a framework that can identify their combined effects on investors' wealth. We show that: (a) firms (publicly traded corporations) will optimally hold adequate riskless working capital (e.g., cash) to minimize the cost of obtaining non‐financial inputs, and the magnitude of this cash holding depends on operating details, and (b) operations management and financial hedging can lower firms' cash requirements, and boost productivity, defined as the wealth created in the firm per dollar of invested capital. Productivity‐enhancing practices—by “freeing up” some of the firm's cash—can maximize the investors' wealth. We show that these results obtain because firms' contracts with many of the providers of non‐financial inputs are not traded, and because investors can invest not just in public corporations but also in businesses “outside the markets” (e.g., proprietorships, partnerships, and private equity).     

Investment Appraisal and Measures of Performance in Italian Divisionalised Companies

The aim of this study was to describe and analyse the current practice and trends in the development of management control practice as regards divisional investments in large Italian firms, using a survey questionnaire method. Some comparison with top North-American and German international manufacturing units were also made.The findings of the study supported two theoretical propositions. In the identification stage, firms tend to decentralise the process of capital budgeting and the control mechanism ensuring the link between corporate strategic objectives and capital expenditure projects at divisional level is based on guidelines produced by headquarters. In the selection stage firms which perceive a high interface level with the corporate strategic objectives in divisional capital expenditure tend to use discounted cash flow techniques when choosing one or more investment projects. When an economic approach is used to provide a comprehensive measure of performance, the theoretical framework fails to predict the relationship between corporate control and performance evaluation system in divisionalised companies. Essentially, financial control combines non-financial measures, used to understand manufacturing operations, with traditional accounting measures, used to understand the effects of manufacturing activities on the level of operating cash flow and operating income, as a comprehensive measures of performance in the medium-term of divisional investments.     

基于流动性偏好的上市公司现金持有行为研究

以流动性偏好理论为基础,通过理论模型推导出不同融资约束的公司会依据其现金流波动性进行有差异的现金持有行为决策;以2001～2006年间4 285个公司年数据为样本,实证检验并分析了中国上市公司融资约束、现金流波动性和现金持有量之间的相互关系.结果表明:在中国资本市场,融资约束公司的现金流波动性高于非融资约束公司,而现金持有量却低于非融资约束公司;前者现金持有量与现金流波动性显著正相关,而后者无显著相关性.     

CEO Duality,Agency Costs,and Internal Capital Allocation Efficiency

This study examines the impact of CEO duality on firms’ internal capital allocation efficiency. We observe that when the CEO is also chair of the board, diversified firms make inefficient investments, as they allocate more capital to business segments with relatively low growth opportunities over segments with high growth opportunities. The adverse impact of CEO duality on investment efficiency prevails only among firms that face high agency problems, as captured by high free cash flows, staggered board structure and low board independence. Depending on the severity of the agency problem, CEO duality is associated with a decrease in industry‐adjusted investment in high‐growth segments of 1% to 2.1% over the following year, relative to that in low‐growth segments. However, CEOs’ equity‐based compensation curbs the negative effect of CEO duality on internal capital allocation efficiency. Overall, the findings of this study offer strong support for the agency theory and postulate the internal capital allocation policy as an important channel through which CEO duality lowers firm value in diversified firms.     

终极控制权与资本结构决策

以2004～2008年我国上市公司为研究对象,从终极控制人的视角实证检验了终极控制股东特征对公司资本结构的影响。研究表明,负债融资扩大了终极控制股东可控制的资源,便利了其攫取行为,且不会导致控制权的稀释,终极控制股东两权分离程度与资本结构显著正相关。较高的现金流权能够有效制约终极控制股东通过扩大负债融资获取私有收益的行为,终极控制股东现金流权对其两权分离程度与资本结构间的关系具有显著的调节作用。与非国有控制公司相比,国有终极控制股东通过扩大负债融资获取私有收益的动机相对较弱,其两权分离程度对资本结构的正向影响也相对较小。     

经营、投资和筹资现金流动态交互影响分析

本文提出系统现金流的面板向量自回归模型(Panel Vector Autoregression,PVAR)考察经营、投资和筹资现金流三者间的动态交互影响效应。该模型不但解决了变量内生性问题,并且有效刻画了系统变量间的冲击反应。敏感度分析与方差分解的结果表明:中国制造业上市公司投资现金流对经营现金流具有突出的敏感性,而投资现金流的波动则更多地受到筹资现金流的波动影响。正交冲击反应分析则进一步表明:经营现金流对投资、筹资现金流冲击的反应不显著,而投资现金流对经营、筹资现金流冲击的反应要持续较长时间,并且筹资现金流与经营现金流具有一定程度上的短期替代作用。以上研究结果分别从现金流敏感度和现金流波动性两个角度说明中国制造业上市公司存在外部融资约束问题。     

The value of board monitoring in promoting R&D: a test of agency-theory in the US context

Prior agency-theory research has presented conflicting findings regarding the importance of board monitoring in motivating R&D. We reinvestigate this literature by examining the value monitoring exerts in abating both the agency costs of underinvestment and overinvestment in R&D. We argue that monitoring that relies on board independence has both benefits and costs associated with promoting R&D. While we assert that intense monitoring by the board heightens underinvestment in the US context, it can also provide discipline over a firms free cash flows. We test our theory using a longitudinal panel data set consisting of a cross-section of S&P 1500 US-firms between 1997 and 2007. On average our study finds inside directors increase overinvestment in R&D, but facilitate better resource allocation when a firm has rich growth opportunities. Also, while too much emphasis on outside directors heightens underinvestment in R&D, a more independent board encourages better resource allocation when firms have high free cash flows that need to be paid back to owners. Thus, our results suggest a more inclusive perspective of agency-theory can help managers make better R&D investment decisions.     

The governance role of multiple large shareholders: evidence from the valuation of cash holdings

This paper investigates the governance role of multiple large shareholders (MLS, henceforth), as evidenced by their impact on the valuation of cash holdings. For a sample of 2,723 firms from 22 countries, we find that the presence of MLS enhances the valuation of firms’ cash holdings. In particular, we show that the valuation of cash is positively associated with an even distribution of blockholders’ voting rights and with higher contestability of the largest shareholder’s control. We also show that the impact of MLS on the valuation of cash holdings is more pronounced for family-controlled firms, consistent with investors perceiving family owners as associated with greater expropriation risk. Overall, our results contribute to the literature on corporate governance by showing that MLS improve internal monitoring and moderate the agency costs of firms’ cash holdings.     

公司持有现金和负债是相互替代的吗?

通过利用2001-2008年上市公司财务数据,采用GMM动态面板分析方法,研究了公司持有现金和债务比例的相互关系以及两者随现金流变动的变化规律。尽管总体样本表明,我国上市公司都存在显著的正的现金-现金流敏感性和负的债务-现金流敏感性,且现金持有和负债存在显著的替代关系。但是,在逐步考虑融资约束和对冲需求的条件下,公司持有现金和降低债务的偏好随之发生较大的差异和分化,而且,现金和债务的严格替代关系主要存在于未来现金流紧张的融资约束公司中。这些实证结果说明,我国上市公司既有与发达国家相似的持有现金与债务择机而变的现金流管理政策,同时也存在与我国资本市场不完善条件下自有的财务最优行为。     

Bankers on boards as corporate governance mechanism: evidence from Poland

This paper examines whether a bank exercises a monitoring role when a banker is represented on a firm’s board. Bank monitoring reduces information asymmetries, and hence lessens firm’s financial constraints—phenomenon frequently measured by investment-cash flow sensitivity in the sample of all non-financial companies listed during 1999–2002 on the Polish stock exchange. I find that firms with a banker on the board rely more heavily on bank loans than on internal capital in their investment activities. In contrast, firms with no banker on the board finance to a larger extent their investment with internal capital than with credit. However, firms with the bank-lender representation on the board are almost as much financially constrained as firms without a bank-lender representative on the board. Hence, the presence of bankers on boards is not associated with bank monitoring. They rather promote their employer’s business. The findings show that investment of firms with a banker on the board is less sensitive to cash flow than investment of firms without bank representatives on the board. This result suggests that bankers on the board provide financial expertise that help those firm to reduce financial constraints.     

AUTOCORRELATED CASH FLOWS AND THE SELECTION OF A PORTFOLIO OF CAPITAL ASSETS *

Capital budgeting models for analyzing real assets typically are based on a set of restrictive assumptions that influence financial managers' decisions and may prevent optimization of the firm's objectives. This research examines the common restrictive assumption that cash flows are intertemporally independent by first developing an economic state and simulation model based on a Markov process for including autocorrelated cash flows in the capital budgeting decision process and then demonstrating why managers should include autocorrelated cash flows in capital budgeting models by empirically testing the impact of assuming intertemporally independent cash flows on capital budgeting decisions. The results indicate that ignoring autocorrelated cash flows seriously limits the ability of capital budgeting models to provide optimal investment decisions. The model also is very attractive for practical application because it can be implemented with a minimum number of estimates and provides the set of input data required by a number of capital budgeting models. A discussion of the implementation of the model is included.     

产权结构、企业类型与企业行为——日本电气机械产业上市企业的实证研究

给出 S型、O型和 M型三种企业类型的分类标准 ,而后对日本电器机械产业的 1 41家企业 90年代的产权结构和企业行为进行了实证研究 .研究结果表明 :(1 )尽管三类企业在产权结构上存在显著差异 ,但三类企业利润率均值不存在显著差异 ;(2 )三类企业的管理者行为存在显著差异 .M型企业的管理者追求企业规模的最大化 ,S型企业的管理者追求资本周转率的最大化 ,O型企业的管理者追求销售利润率的最大化     

Directors’ human capital,firm strategy,and firm performance

Ideally, corporations are directed by boards whose directors provide valuable human capital that match the firms’ strategy. We investigate how directors’ human capital (international experience, industrial know-how, CEO experience, and financial know-how) affects firm performance including the firm’s strategy (diversification and internationalization) and how human capital is related to acquisition strategies (non-diversifying and international acquisitions). Our sample consists of 560 firm-year observations in Switzerland. We find empirical evidence that directors’ human capital affects firm performance and that this relationship depends on the firm’s strategy. Furthermore, human capital is also correlated with acquisition strategy. The study shows that focusing on board independence and compliance issues may be unrewarding in board research and practice.     

Internationalization of family firms: the effect of ownership and governance

Despite family firm’s dominant role in economies worldwide, there is little empirical knowledge on their internationalization. Drawing on a sample of Austrian firms, this paper investigates the impact of family influence and various governance factors on internationalization. The findings reveal an inverted U-shaped relationship between family influence and internationalization. Family firms with medium family influence are the most internationally active companies. This indicates that concerning internationalization the advantages of being a family firm are highest when the family’s ownership share and involvement in management and governance boards is not too extensive. Additionally, neither the incumbent generation, nor the level of non-family executives in the management board, nor the existence of a supervisory board has a significant influence on going international. Since advisory boards seem to foster internationalization, they might be an adjuvant means of equipping family firms with the necessary capabilities, know-how and contacts to operate internationally.     

从委托理财收益率看上市公司委托代理问题

本文将委托理财收益率作为研究对象,考察了上市公司的委托代理问题.通过研究发现,"可操控现金"与委托理财收益率显著负相关;若给定"可操控现金",大股东持股比例越高的公司其委托理财收益率越高.这一结果说明,"可操控现金"越多,上市公司的委托代理问题越严重;大股东的持股比例越高,其对管理层代理问题的约束力越强.研究还发现国外同类研究常用的"自由现金流"变量不能捕捉这一现象.