中小商业银行公司治理机制与经营绩效关系的实证分析

理论和实证研究证明,良好的公司治理对金融体系稳健运行有十分重要的作用.商业银行公司治理的研究和实践既是银行业改革的迫切要求,也是银行业改革的核心内容之一.本文用36家商业银行2005年的截面数据,对股权结构、董事会、监事会和高管人员薪酬激励等四个治理机制与银行绩效之间的关系进行了实证研究.结果表明,国有与非国有控股商业银行绩效不存在显著差异,第一大股东对银行绩效的影响并不显著,但外部大股东能显著地提高银行绩效.董事会与监事会规模与银行绩效正相关,但独立性难以得到保证.此外,高管人员薪酬激励不能改善银行绩效.     

Director tenure and contribution to board task performance: A time and contingency perspective

Director tenure is a topic of great interest in the corporate governance debate. Researchers try to assess the effects of tenure on director contribution, board effectiveness and firm performance. Regulators, corporations, and institutional investors advocate for term limits for outside directors to reduce the risks of impaired governance. Despite the burgeoning interest, there is lack of consensus on the mechanisms shaping directors' contributions over time. We argue that next to the ‘loss of independence’ and ‘knowledge acquisition’ hypotheses, respectively predicting a negative and positive effect of tenure on task performance, socio-cognitive and behavioral approaches elucidate the way in which directors' contributions rise and decline with time. Using a multiple case study approach, we document wide variability in directors' contributions at similar levels of tenure. We find this is due to a series of contingencies including whether directors are novice or experienced, the frequency and nature of board interactions, and the relative power of a director. This variability is particularly clear in longer serving directors for whom we find polarizing results: while some grow stale in the saddle, others sustain high levels of contribution despite extreme tenures. The latter finding is at odds with agency-based assumptions and general predictions from the literature. Overall, our study offers a tentative explanation as to why setting an ‘ideal’ tenure for outside directors has proven so difficult and encourages boards and policy makers to consider the influence of director-level features as well as board dynamics in shaping directors' contributions.     

The Performance-Governance Relationship: The Effects of Cadbury Compliance on UK Quoted Companies

This paper investigates the extent to which recommendations madeby the Cadbury Committee have affected UK company performance.The Committee recommended that certain internal monitoringmechanisms should be adopted by quoted firms because they weremore effective than others as a means of promoting shareholderinterests. The mechanisms analysed are duality, the number ofoutside directors on the board and the presence of a remunerationcommittee. We analyse the relationship between governancestructures and performance for two years, 1992 and 1995. Usingsamples of 200 companies for each of the years, we find that theproportion of firms adopting the governance structuresrecommended by Cadbury has increased. However there is mixedevidence that the structures are associated with betterperformance. Depending on the choice of dependent variable, thepresence of a remuneration committee has a positive effect onperformance and outside director representation has a negativeeffect. However, there is evidence of a simultaneous relationshipbetween outside director representation and performance, a resultconsistent with additional outside directors being appointedafter a period of poor performance. Complete compliance with themodel of governance proposed by the Cadbury Committee does not,however, appear to be associated with performance which is betterthan that achieved by either partial or non compliance.     

CEO duality and firm performance: The moderating roles of other executives and blockholding outside directors

This study examines how the effect of CEO duality on firm performance is affected by two internal governance forces – namely other executives in the top management team and blockholding outside directors. Results based on a longitudinal dataset from the U.S. computer industry were consistent with my hypotheses. Specifically, I found that the effect of CEO duality was negative when the CEO had dominant power relative to other executives and when the board had a blockholding outside director, but was nonsignificant otherwise. This study enriches our understanding of the effect of CEO duality, and helps reinforce the call for the nonduality structure as the default choice and put the burden of proof on those who wish to justify otherwise on special grounds.     

Shareholders Should Welcome Knowledge Workers as Directors

The most influential approach of corporate governance, the view of shareholders’ supremacy does not take into consideration that the key task of modern corporations is to generate and transfer firm-specific knowledge. It proposes that, in order to overcome the widespread corporate scandals, the interests of top management and directors should be increasingly aligned to shareholder’ interests by making the board more responsible to shareholders, and monitoring of top management by independent outside directors should be strengthened. Corporate governance reform needs to go in another direction altogether. Firm-specific knowledge investments are, like financial investments, not ex ante contractible, leaving investors open to exploitation by shareholders. Employees therefore refuse to make firm-specific investments. To gain a sustainable competitive advantage, there must be an incentive to undertake such firm-specific investments. Three proposals are advanced to deal with this dilemma: (1) The board should rely more on insiders. (2) The insiders should be elected by those employees of the firm who are making firm-specific knowledge investments. (3) The board should be chaired by a neutral person. These proposals have major advantages: they provide incentives for knowledge investors; they countervail the dominance of executives; they encourage intrinsic work motivation and loyalty to the firm by strengthening distributive and procedural justice, and they ensure diversity on the board while lowering transaction costs. These proposals for reforming the board may help to overcome the crisis corporate governance is in. At the same time, they provide a step in the direction of a more adequate theory of the firm as a basis for corporate governance.     

How does interpersonal justice affect outside directors’ governance behavior? A cross-cultural comparison

We examine the impact of interpersonal justice among outside directors on the board and between a director and the CEO regarding the director’s monitoring and resource provision behaviors in different cultural contexts. We argue that directors from individualistic countries are more influenced by CEO interpersonal justice while directors from collectivistic countries are more affected by the board interpersonal justice. Our main effect results indicate that interpersonal justice with board members is positively related to both monitoring and resource provision by a director, while CEO interpersonal justice is related only to resource provision. Our results also show different effects on the director’s behaviors between three countries, i.e., Canada, Singapore, and Spain. We found that CEO interpersonal justice is positively associated with resource provision in Canada, while board interpersonal justice is positively related to both monitoring and resource provision in Singapore and Spain. These results suggest that directors discharge their board duties differently by how they are treated by other directors and the CEO and that their governance behaviors vary by culture. This study contributes to the literature on comparative corporate governance by showing the differences in directors’ behaviors in different cultural contexts.     

董事会非正式层级与高管薪酬契约有效性

董事会治理是影响高管薪酬契约有效性的关键,已有研究主要从董事会结构层面展开,缺乏对董事会内部运作机制与高管薪酬契约有效性关系的具体分析。基于董事权威不平衡性的治理效应视角,系统考察了董事会非正式层级与高管薪酬契约有效性的逻辑关系及其作用机理,得出了一些具有重要价值的结论,主要包括:1.董事会非正式层级对高管薪酬业绩敏感性具有显著的负向调节作用,且主要体现在业绩下滑的样本公司中,表明董事会非正式层级对高管薪酬契约的影响主要体现在公平性和风险匹配性方面。2.只有当最高层级董事身份为独立董事时,董事会非正式层级对高管薪酬业绩敏感性具有显著的负向调节效应。3.董事会非正式层级增强了高管薪酬的行业和地区薪酬敏感性,进一步验证了董事会非正式层级的社会公平效应。论文的研究为从微观运作层面理解董事会治理和高管薪酬契约有效性提供一种新的视角和结论,对于优化董事会治理和提高高管薪酬契约有效性等均具有重要借鉴意义。     

Monitoring the monitor: Enabling strategic change when the former CEO stays on the board

Firms often retain their former CEOs on the board after succession to benefit from the former CEOs’ firm-specific expertise. However, their presence can inhibit successor CEOs from implementing meaningful strategic change, as the former CEOs seek to preserve their personal legacy and may see the strategic landscape differently, especially when the successor CEO is hired from outside the firm. Using a strategic leadership interface perspective, we propose that board members can alleviate this potential tension and enable strategic change. To test our theory, we focus on a subsample of succession events: when the former CEO stays on board as chair and the successor CEO is an outsider. This scenario is likely to result in strategic tension and cognitive differences between these two organizational leaders. We find that in such situations, boards with a higher proportion of outside directors experience greater post-succession strategic change; we find no effect in other succession scenarios. We isolate legacy conservation as a motivating factor by showing that the effect manifests for divestitures but not for acquisitions.     

投资机会（IOS）设定下公司内部治理对经营绩效的影响——基于中国上市公司的经验研究

传统的公司治理研究将处于不同组织环境的企业等同对待,造成了研究结论的较大分歧.本文依据投资机会集(IOS)理论,运用我国上市公司的经验证据,在设定投资机会集的条件下,考察了不同成长性的企业其公司治理对经营绩效的影响.研究结果表明:成长性较高的公司,其经营绩效的改善与独立董事比例、高管层的持股比例显著正相关,但与高管层年薪相关关系不显著;成长性较低的公司.其经营绩效的提高与独立董事比例和高管层的持股比例相关关系均不显著,但与高管层年薪存在弱的正相关关系.     

Dual class shares,board of directors’ effectiveness and firm’s market value: an empirical study

This study aims to identify whether a relationship exists between the controlling shareholders’ voting power and outside directors’ effectiveness in maximizing firms’ financial performance. We analyze a panel data with 3057 observations for the 2000–2012 period using a random effects model, logit and probit regressions, and the two-stage model of Heckman in the Brazilian stock market. Our findings show that firms whose controlling shareholders use dual class shares to leverage their voting power have less independence from the board and worse financial performance and market value. Further, the percentage of outside directors tends to be ineffective in increasing the firm’s value, and in changing the firm’s chief executive officer (CEO) when (1) the controlling shareholder’s voting power is leveraged, or (2) when the CEO assumes a position on the board of directors simultaneously. We interpreted that these results are in line with the arguments in favor of the existence of a new agency cost, which is related to the undue obedience of board members to authority, such as the largest controlling shareholder or the CEO in Brazilian listed firms.     

CEO Reciprocal Interlocks in French Corporations

In France the chairperson of the board is mostoften the firm's CEO. This position strengthensthe insiders' hold on the board of directors.Moreover, a large fraction of outside directorsis composed of CEOs of other firms. Thereciprocal interlocking of CEOs creates the possibility of mutual interdependence of CEOs.We investigate factors explaining reciprocalinterlocking directorates of CEOs in Frenchcorporations. Our results indicate that CEOs oflarger firms hold more reciprocal CEOinterlocks and when CEOs have more outsidedirectorships, CEOs hold more reciprocalrelationships. We also find a positiverelationship between the number of CEOsreciprocal interlocks and their firms'performance measured by ROA. We find evidencethat CEOs hold more reciprocal interlocks whena blockholder is present on the CEO's board.     

双重委托代理下独立董事治理效应研究

为深入理解独立董事在双重委托代理关系下的治理功用,并为构建具有中国特色的公司治理结构提供理论借鉴,运用双重委托代理理论对独立董事治理效应进行分析,结果表明:一方面为监督CEO而提高董事会中独立董事比例,CEO会越不愿意与董事会共享公司内部信息,使得独立董事难以直接降低第1类代理成本;另一方面,为监督大股东侵占而必须进行的独立董事"独立化"有可能在抑制第2类代理问题的同时,削弱大股东治理机制的有效性,诱发严重的股东与经理层之间的利益冲突,间接增加第1类代理成本。     

Making Boards Effective: An Empirical Examination of Board Task Performance

Despite the increasing attention of management scholars to boards of directors, there is still scant evidence on the antecedents of board task performance. The lack of significant results seems to be due to some theoretical and methodological choices followed by scholars, i.e. the almost exclusive reliance on agency theory and the use of demographic data. Following the call for dismantling the fortresses dominating past studies, this paper contributes to opening the 'black box' of boards of directors, developing a conceptual model that considers the impact of board members' diversity, commitment and critical debate on board task effectiveness in performing its service and control tasks. We collected primary data through a questionnaire survey, and we tested the model controlling for board, firm and industry characteristics. Our findings suggest that (i) the predictors we identified, and particularly the board members' commitment, are far more important than board demographics to predict board task performance; (ii) firm and industry contexts exert a significant influence on board task performance; (iii) predictors have a different impact on specific sets of tasks. Thus, our findings support the idea that several board characteristics and contingencies at both industry and firm level must be acknowledged in board design.     

外资参股、董事会特征与商业银行经营绩效——基于中国121家商业银行的实证分析

董事会是公司治理的核心,本文首次从外资股东参与董事会治理的视角,在运用固定效应模型和手工收集面板数据的基础上,使用分组比较研究方法,实证检验了2007-2016年121家商业银行外资参股、董事会特征与经营绩效的关系,结果发现引入外资参股的商业银行中：（1）董事会规模、非执行董事占比、董事会会议频率、专业委员会数目均与经营绩效之间存在显著正相关关系;（2）董事会中外资董事占比的增加,董事会规模、董事会会议频率、专业委员会数目与经营绩效之间的正相关关系均会显著减弱,然而非执行董事占比与经营绩效之间的正相关关系则会显著增强。据此,本文建议商业银行引入外资参股后：（1）应鼓励外资参与董事会治理,适当扩大董事会规模;向外资股东提供适量的非执行董事席位;适度增加董事会会议频率;积极完善专业委员会体系。（2）控制董事会中外资董事占比的不合理增加,确保外资董事与独立董事之间的实质性独立。     

The role of human and social board capital in driving CSR reporting

The objective of this paper is to analyze the effect of the professional, technical and relational background (human and social capital) of outside directors on promoting firm CSR disclosure. Following the Hillman et al. (2000) taxonomy of board members, we classify outside directors as business experts, support specialists and community influential, and examine whether business and technical expertise or political ties in the boardroom affect CSR disclosure.This study confirms that not all outside directors are equally effective in improving CSR disclosure and that only certain kinds of outside directors, those classified as support specialists, help promote it. On the other hand, our findings also show that directors with previous experience as politicians affect CSR disclosure negatively, probably due to their interests in safeguarding their reputation within the company, in avoiding public scrutiny and in protecting their political connections. In addition, our set of analysis with interaction effects reveals that powerful CEOs have the incentive to promote CSR-related strategies and to convince business experts and support specialist directors to enhance profitable sustainability strategies and transparency in CSR disclosure. Nevertheless, the powerful CEO effect is not enough to compensate the negative role of political directors on CSR reporting. Therefore, this paper supports the theories in favor of analyzing the multiple configurations of corporate governance mechanisms by adopting a holistic approach, and the need to combine these configurations in order to analyze their impact on CSR behavior.     

Board age and corporate financial fraud: An interactionist view

Unlike past studies which have focused on either executives or boards of directors, this study takes an interactionist view to investigate the determinants of corporate financial fraud. We propose that CEOs evaluate the opportunities for financial fraud according to both situational stimuli and their own personal characteristics. As older directors are often more experienced and have more to lose if they fail in their monitoring duties, we expect them to be more capable and to have stronger motivation for monitoring CEOs closely. As such, we propose that a CEO is less likely to engage in corporate financial fraud when the average age of the board of directors increases (i.e., board age). However, when the CEO is older than the board, the CEO may attach less importance to board age when deciding whether to commit fraud. Therefore, we further propose that the CEO–board directional age difference can weaken the effect of board age. Our empirical analyses provide strong support for these hypotheses. Our study contributes to the literature on corporate governance by highlighting the often neglected roles of board age and CEO–board directional age difference in deterring corporate financial fraud.     

Der Einfluss von Mehrfachmandatstr?gern auf die Unternehmensperformance

Although interlocking directorates are regularly associated with a negative connotation, empirical evidence is as yet insufficient to offer convincing answers about their impact on performance. Contradicting results can mostly be explained both by the use of different theoretical frameworks and value creation measures. In order to shed more light as to what effect busy directors have on shareholder??s wealth, we have developed a two-pillar model explaining the potential contributions of directorship interlocks to value creation within an enlarged corporate governance perspective. The validity of the model has been tested through a panel data analysis of director networks within German Blue Chip corporations over a 5 year period from 2001 to 2005. Empirical tests indicate that the performance effects of interlocks depend on the nature of the board positions occupied. Moreover, statistical modelling confirms the existence of cognitive contributions of interlocked directors and partially shows positive effects on value creation. Finally the study argues in favour of board composition without external executive directors and suggests that a simple reduction of the number of external board positions legally authorized, does not within itself enhance corporate performance.     

基于机构投资者的董事会效率变化研究

利用面板数据模型研究了机构投资者对董事会效率的影响。研究结果发现,机构持股比例与当期的董事会规模、董事会独立性、领导权机构、董事会激励机制和董事会会议次数无显著相关关系,但与后期的董事会独立性和董事会会议次数之间存在显著相关性,从而证实了机构投资者对董事会效率的提高有积极作用,这对目前我国监管机构提倡大力培育机构投资者的政策有一定的参考意义。     

The involvement of board of directors and institutional investors in investing in transition economies: An agency theory approach

We investigate the influence of the composition of the board of directors and stock ownership patterns on the decision to enter markets in Central and Eastern Europe. Our findings suggest that board composition alone does not influence the entry decision while firms with less concentrated stock ownership were more likely to enter these developing markets. We also found that while better performing firms were attracted to opportunities in Central and Eastern Europe, firms with poor prior performance and outside dominated boards were also more likely to enter these markets.