Korreferat zum Beitrag: Hanno Merkt,Die Rolle des Bilanzrechts in der aktuellen Corporate Governance-Diskussion

Objective of my discussion is to assess the findings of Hanno Merkt and to provide some suggestions regarding several of the discussed issues. The coactions of company law and capital market regulation as well as codices pertaining to accounting and corporate governance as mentioned by Hanno Merkt call for a differentiated approach. In particular, a distinction regarding capital market orientation of companies as well as regarding differing purposes of individual and consolidated financial statements has to be made. Also, I encourage the research community to discuss the company’s management and monitoring philosophy (“Unternehmensinteresse”) and its enforcement in more detail (again). In my opinion, financial reporting serves the purpose of accountability and therefore is—in this sense—only a part of corporate governance in the area of capital markets.     

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.     

Board attributes and foreign shareholdings in Malaysian listed firms

This study examines the association between foreign shareholdings and several characteristics of board of directors in the context of a developing capital market. Using data of 777 listed firms on Bursa Malaysia for the financial year 2008, the study predicts that foreign shareholdings are positively related to board independence, multiple directorships, and financial literacy of the board of directors. The study finds a strong positive relationship between multiple directorships and foreign shareholdings. Contrary to our expectation, the association between board financial literacy and foreign shareholdings is negative and significant. With regard to the link between board independence and foreign shareholdings, we find weak evidence to support our prediction that there is positive relationship between board independence and foreign shareholdings. The multivariate results also show strong positive relationships between foreign shareholdings and number of foreign directors on boards, and between foreign shareholdings and audit quality. The study also documents a significant negative association between foreign shareholdings and firm size, and between foreign shareholdings and book-to-market ratio. The findings of the study supports the view that multiple directorships is an important asset to firms in emerging markets partly due to limited pool of potential talents and experts which in turn could signal reputational capital and quality of directors. Since there is a mandated presence of finance and accounting qualified director on the audit committee, foreign shareholders can somewhat rely on the oversight of audit committee instead of depending entirely on the board of directors for the quality of financial statements and financial reporting oversight. Finally, the presence of foreign directors on a board of directors may signal a firm’s commitment to adopt good corporate governance practices. It is also possible that foreign investors can influence corporate governance through their participation on the board of directors.     

External audit and bankruptcy prediction

In this paper, we investigate the relationship between external auditor characteristics and the likelihood of bankruptcy. We use a sample of US public companies to analyse whether auditor attributes are associated with default. We also test whether the inclusion of such attributes in bankruptcy prediction models improves their predictive ability. We find that firms audited by industry-expert auditors, large audit firms and long-tenured auditors are less likely to default. Firms with higher audit fees are more likely to default. Our results also show that the inclusion of auditor attributes significantly increases the predictive ability of bankruptcy prediction models. This paper contributes to the literature about auditing and bankruptcy prediction. Our results suggest that the auditor attributes can provide predictive signals concerning a default risk and that an external audit can play a relevant role in early warnings of financial distress. Our study also suggests that bankruptcy prediction models can become more effective if they are complemented with audit data. Our results are of interest to market participants, auditors, regulating authorities, banks and other financial institutions that are interested in credit risk assessment.     

Sind die Regeln der externen Unternehmensrechnung auf die kommunale Rechnungslegung übertragbar?

The replacement of public sector accounting methods in municipalities by double-entry bookkeeping has been discussed as well as implemented for some time now. This paper examines whether municipal accounting comprises accounting purposes which are comparable to the purposes of external financial reporting and whether the recognition and valuation rules used in firms can also be applied to municipal accounting. We argue that municipalities and businesses have similar accounting purposes. However, the application of financial reporting, including the corresponding recognition and valuation rules, to municipal accounting requires a critical look for several reasons. First, the concept of accounting income is not suitable in terms of decision-facilitating and decision-influencing in municipalities. Furthermore, it is doubtful how meaningful the valuations of municipal assets in annual financial statements are. The equivalent of providing dividend restrictions based on accounting income is often thought to consist in ensuring intergenerational fairness by asset preservation in municipalities. However, this element of municipal accounting requires rules that are not based on an asymmetrical recording of risks and chances according to the principle of prudence and that take into account the assessment of future generations regarding the benefits of municipal projects.     

管理层持股、领导权结构与财务重述

本文以我国2005-2009年间A股市场补充与更正报告中出现"会计差错更正"项目的公司为研究对象,以是否发生财务重述为因变量,采用配对样本分析的Logit回归方法研究了管理层持股、领导权结构与财务重述之间的关系。本研究发现,管理层持股比例与财务重述之间存在显著的U型关系,领导权结构对财务重述没有显著影响,然而管理层持股的利益协同效应(堑壕效应)在两职分离(两职合一)的公司中更容易得到发挥。本研究发展了财务重述、管理层持股以及领导权结构的研究内容,为完善公司治理机制、防范会计错报提供了相应的思路。     

The Phenomenology of Earnings Management within the Confines of Agency Theory

Agents' selective and acceptable reporting of economic events by different accounting systems, compounded by alternative accounting methods and estimates, make financial statements an approximation of economic reality. The tendency to delay accounting recognition of some transactions suggests that financial statements lag behind reality. The difference between reality and imaginary is often referred to as the agency problem. An essential characteristic of this problem is risk attitudes of principals (shareholders) and agents (management). Shareholders are considered risk neutral in their preferences for individual firms. They are in a position to diversify their shareholdings across multiple firms. Agents on the other hand have security and income that are inextricably linked to one firm. It would not be surprising to find agents exhibiting risk aversion in decisions regarding the firm. Immediately one's attention is drawn to the opportunity costs that arise for the risk-neutral shareholders who prefer that agents maximize their returns. The risk differential between agents and principals creates a problem in principal-agent relationship. It is within this framework that supervisory and incentive alignment mechanisms that alter the risk orientation of agents are set up. Powerful incentives act upon agents as they exercise their judgment, particularly when the judgment can trigger a stock market response that will, in turn, affect the firm in numerous ways. The responsibility of agents is to manage earnings. From a principal's perspective not all of the methods used to achieve this goal are equally desirable. Agents can either increase productivity or they can strategically manipulate accounting choices to affect earnings. The latter method need not come with any associated changes in productivity. Consequently, there is misstatement of the financial results and position. The calculus of earnings management is considered within the confines of agents' treatment of risk. Using an Agency Theory framework, this study examines the techniques used by agents to manage and manipulate earnings. The study initially tests the hypothesis whether earnings are really managed. For this purpose two manipulation indices were developed and based upon these indices the phenomenology earnings management was considered.     

Rising prices,financial statements and fundamental research

Adequate consideration cannot be given to the subject of inflation accounting without a rigorous reappraisal of the nature and usefulness of published financial statements. It is argued that much fundamental research is a necessary prerequisite for the evaluation of methods of accounting in a period of inflation. Such research should begin with a consideration of the purposes to be served by the publication of financial statements. A framework is presented for such fundamental research and the results of some preliminary work outlined to assess the usefulness of financial statements in providing information to assist investors to make investment decisions. The use of financial statements by investors for this purpose is one of a number of possible objectives for financial statements.     

Regulation and Enforcement of Financial Reporting in Austria

This paper provides an overview of financialreporting instruments and enforcementmechanisms in Austria, with special emphasis onthe role of the courts in this process. Formerresearch in this area has either focused on thecontent of judicial rulings and interpretationsof the law or on the interplay betweenregulation and creative accounting, whereasthis paper focuses on the involvement of courtsand administrative authorities in theregulation and enforcement process by means ofa statistical analysis of judicial rulings andinterpretations of the law in the case ofAustria between 1990 and 2003. TheAdministrative Court, in its role as thehighest court of appeal in all tax matters,emerges as by far the most active enforcementagent in Austria. This is a direct result offiscal authorities fulfilling the role of anenforcement agency of financial reportingregulations in Austria. Regulation andenforcement of financial reporting regulationsoccur less frequently in the civil and criminalcourts and emerge as a by-product of companylitigation issues. Almost fifty percent ofcases are not primarily concerned with theenforcement of accounting regulations, but withthe enforcement of filing regulations.     

Auditor independence, corporate governance and aggressive financial reporting: an empirical analysis

This paper seeks to provide empirical evidence on the efficacy of three important governance mechanisms (auditors, directors, and institutional shareholders) in constraining aggressive financial reporting, proxied by abnormal accruals. It also examines the effects of the Sarbanes–Oxley Act (SOX) on their efficacy. Using a sample of US firms audited by the Big 5 (4) auditors between 2000 and 2004, we document a positive relation between abnormal accruals (our proxy for financial reporting aggressiveness) and auditors’ economic dependence on their clients. Furthermore, we find that this relation is driven by firms with weak non-auditor governance mechanisms before and after the enactment of SOX. The results suggest that aggressive financial reporting occurs only when multiple governance mechanisms ‘fail’. More specifically, such type of reporting requires that a highly dependent auditor operates in a ‘poor’ governance setting. Thus, the paper underscores the importance of strong governance in constraining aggressive financial reporting. Moreover, our results suggest that governance regulation (such as SOX) is not a substitute for strong governance mechanisms and thus caution against the over reliance on SOX-type legislation in other parts of the world.     

The Impact of Insider Power on Fraudulent Financial Reporting

This study examines the relationship between top management team duality and the decision to release false financial information. Using a matched sample of 103 firms that were convicted of issuing fraudulent financial statements in the period from 1992 to 1996, the results show that this form of illegal corporate behavior is more likely to occur when there is a concentration of power in the hands of insiders. For these firms, insiders control the top management team and the Board of Directors by simultaneously occupying the key managerial positions of clout within the firm while also sitting on the Board (duality), and through their ownership interest in the firm.     

金融投资中的教育溢价及其性别异质性——基于P2P网贷投资的实证检验

通过匹配出来的P2P网贷投资中关于投资者个人特征和投资结果的数据,本文从投资的成功率、违约率、收益率三方面检验了P2P网贷投资中的教育溢价及教育溢价的性别异质性。研究首先发现在金融投资绩效上存在显著的性别差异和教育溢价,男性在投资成功率和投资收益率上占优,女性在违约风险识别上占优。教育溢价效应在提高投资成功率、降低违约风险和提高投资收益率上均有体现。进一步的检验结果表明,教育溢价效应存在性别异质性,受教育水平的提高进一步提升了女性投资者在违约风险识别上的能力和男性投资者对投资机会上的把握能力以及投资收益上的获取能力。这意味着教育在整体改善投资绩效的同时,强化了男女性各自的优势,使得原有的性别差异进一步扩大。这些结论对于理解教育在金融投资中的作用及其异质性效果具有一定启示意义。     

Product market competition and analyst following

In this study, we investigate the link between product market competition and the extent of a firm’s analyst following. Our research is motivated by prior studies on analyst coverage, as well as the literature pertaining to the informational and monitoring role of product market competition. Using a sample of 520 French listed firms over 2000–2013, we find support to the hypothesis that the number of analysts following a firm decreases with the intensification of competition. This result suggests that the disciplinary power of product market competition makes investors more confident that firms are well monitored, which reduces their incentives to seek additional private information produced by financial analysts. In short, our findings corroborate previous evidence that there is a substitution effect between competition and other external corporate governance mechanisms, especially analyst following. Our results also shed more light on how the quality of firms’ monitoring mechanisms and information environment is affected by the intensity of product market competition.     

公司治理于财务困难公司效果之研究

美国Enron案发生后,为维护资本市场安定与保护投资大众,各国均致力提倡公司治理,如强化董监结构、股权结构与提升透明度等。然而,在主管机关与公司管理当局均认为企业公司治理机制已有显著的强化后,台湾企业诸如博达、讯碟等公司仍然持续爆发弊案。因此,治理政策是否确实落实执行于各企业,值得深入探讨。因此,本研究拟以财务危机公司的公司治理机制及其影响为探讨重点。首先了解公司爆发财务危机前的公司治理运作情形,进而讨论在发生财务危机后,采用各项公司治理机制是否对提升公司财务状况有所帮助,提供主管机关及投资人决策之分析。实证结果显示,董监事持股,控制股东担任董事监察人、专业经理人担任董事席位数、董事会规模这三项皆可做为投资人投资公司的参考,及财务危机公司是否能转危为安的判断依据。     

机构投资者与上市公司“合谋”了吗:基于高管非自愿变更与继任选择事件的分析

机构投资者在公司治理中究竟扮演的是有效监督者,还是旁观者,抑或合谋者的角色理论界对此一直存在争议。本文选择高管更替这一研究视角,以2004-2008年间沪深A股上市公司为研究样本,实证检验机构投资者持股对高管非自愿变更以及继任选择决策的影响,以此考察机构投资者在公司治理中的角色。结果显示,机构持股比例越高,公司高管因绩差被撤职的可能性越小,而且即使高管被更换后,公司也更倾向于从内部聘任继任者。进一步的研究发现,高管被撤换后公司业绩显著提高。其中,从外部聘任继任者的公司业绩有明显改善,而从内部选聘继任者的公司经营业绩没有转机。以上结果说明在高管更替事件上,机构投资者扮演的是上市公司管理层合谋者的角色。分组样本的结果表明,机构投资者的合谋者角色仅限于在总经理更替决策上具有显著的影响力,而对董事长的更替作用有限。而且,公司的股权集中度越高,机构投资者的作用越不显著。     

A specific accounting approach for public universities

Many universities in Germany and other countries have introduced financial (or commercial) accounting to manage effectively their finances. It aligns with so-called new public sector management reforms worldwide. In this paper we analyze whether the components of this type of financial accounting reform suit the nature and objectives of German public universities. While the analysis mainly relates to the German situation, there are likely to be implications for public universities universally. Drawing on an analysis of the reports of two well known German-speaking universities, Heidelberg and Vienna, we analyze whether the components of the new financial accounting reforms suit the nature and objectives of those public universities. While we argue that cash-flow statements and balance sheets remain important, it is shown that it is necessary for state-run educational institutions to change several key elements of traditional commercial accounting. Because the success goals of such universities are non-profit-oriented, their financial accounting should be augmented by a ‘change in value statement’, replacing the traditional income statement. As their valuation cannot be correlated with the definition of profit in (German) public universities this term is suggested. By change in value we mean specifically that assets may experience a total loss or a decrease in value. In management accounting output measures and performance indicators should substitute revenues as the counterpart of costs. Furthermore, long-term financial decisions play a crucial role in universities. Therefore, a form of investment accounting is very important for them. The conventional form has to be modified by ‘investment statements’ and ‘knowledge balances’ of their intellectual capital. In this paper we also show how the concept of a balanced scorecard can be applied to public universities and how specific accounting instruments can be integrated into it.     

The Governance Role of Audit Committees: Reviewing a Decade of Evidence

Even though audit committees have traditionally been a key component of corporate governance regulation, the last decade has witnessed a greater emphasis on audit committee regulation and a parallel intensification of academic research on the subject. This review synthesizes recent empirical research seeking to investigate various aspects of audit committees’ governance role. The review is structured around current regulatory expectations of audit committees seeking to document the extent to which specific characteristics of good practice influence various components of audit committee effectiveness. It is found that larger and more independent audit committees as well as those with financial expertise are more likely to seek a higher level of external audit coverage and assurance. There is also evidence that more independent audit committees are associated with the purchase of lower levels of non‐audit services from auditors, thereby seeking to preserve the independence of the external audit process. There seems a consensus that more independent audit committees and those with greater accounting/financial expertise have a positive impact on the quality of financial statements. Evidence on the stock market reaction to audit committee issues suggests that investors both welcome the presence of audit committees and react positively when members are appointed with relevant expertise. It is also found that internal auditors view certain audit committee characteristics, specifically independence, expertise and frequency of meetings, as leading to more effective audit committee performance. In summary, therefore, this review documents a significant amount of evidence offering support to current regulations concerning the desired characteristics of audit committees.     

机构投资者持股与上市公司违规行为的实证研究

本文采用部分可观测的Bivariate Probit估计方法,对2001年至2009年中国1729家上市公司进行回归检验,发现机构投资者持股比例降低了公司违规行为倾向,同时增加了公司违规行为被稽查的可能性。该结论在控制了机构投资者变量内生性的因素后仍旧稳健。进一步研究表明,相比公司经营违规,机构投资者对信息披露违规倾向的影响更强。另外,相比证券机构投资者,养老保险基金、社保基金、企业年金持股的公司中违规公司比例更低。除此以外,机构投资者对公司违规的抑制与检举作用并不受其它公司治理变量的影响。本文的研究表明中国机构投资者在预防与打击上市公司违规行为方面发挥了重要的作用,并且也为上市公司与监管部门提供了治理和防范企业违规的线索。     

机构投资者持股与关联方占用的实证研究

近年来,一系列财务危机和舞弊事件的出现,使公司治理成为全球范围内倍受关注的研究课题。随着对这一问题研究的逐渐深入,机构投资者持股等更为广义的公司治理机制开始成为实务界和学术界共同关注的焦点。本文检验了机构投资者持股能否有效降低我国上市公司资金被关联方占用的程度。结果表明,前十大股东中存在机构投资者的上市公司被关联方占用的资金显著少于其它公司,同时机构投资者持股比例的增加与上市公司被关联方占用资金的程度呈显著负相关。以上发现意味着目前我国机构投资者已经参与到公司治理中,对公司的经营运作起到一定的监督作用。