内部控制信息披露与市场反应研究——来自中国沪市上市公司的经验证据

本文以2006-2009年沪市A股上市公司为研究对象,实证考察了内部控制信息披露的市场反应。研究发现,从总体上看,我国上市公司内部控制信息披露具有明显的市场反应,但从不同侧面看,内部控制信息披露的市场反应存在显著差异:从披露内容看,内部控制有效引起股票价格上涨,而内部控制缺陷则引起股票价格下跌;从披露类型看,强制性披露较自愿性披露更具有价值相关性;从披露详略看,详细披露会引起股票价格上涨,而简单披露则不一定。此外,与单独的强制性披露或自愿性披露的市场反应相比,内部控制强制性披露和自愿性披露交互影响的市场反应更加显著。据此本文认为,在进一步加强强制性披露的日常监管的同时完善自愿性披露的激励政策,是当前规范我国上市公司内部控制信息披露行为和提高内部控制信息披露质量的关键。     

The Mirror Effect: Corporate Social Responsibility,Corporate Social Irresponsibility and Firm Performance in Coordinated Market Economies and Liberal Market Economies

We investigate the classic management debate of agency versus institutional pressures through the application of the varieties of capitalism literature. In particular, we examine corporate social responsibility (CSR), corporate social irresponsibility (CSiR) and their relationships with firm performance in two types of capitalist systems: coordinated market economies (CMEs) and liberal market economies (LMEs). We note that while the CSR literature has tended to develop a balanced view on the influence of agency and institutional pressures, the CSiR literature has tended to emphasize the influence of agency. The latter appears to be a result of the fundamental attribution bias, where irresponsible corporate behaviours are attributed to individual managers or organizations, rather than the institutional environment. Our results, which include five years of data across 16 countries, show significantly greater CSR and significantly lower CSiR in CMEs compared with LMEs. Further, we find a positive relationship between CSR and firm performance in CMEs but not LMEs, and a negative relationship between CSiR and firm performance in LMEs but not CMEs. Overall, our results demonstrate the influence of the institutional environment, suggesting that corporate behaviours mirror the external environment.     

The Challenges of Socially Responsible Investment Among Institutional Investors: Exploring the Links Between Corporate Pension Funds and Corporate Governance

During the last few decades, globalization of finance markets has come under increasing pressure to manage the many risks that companies face due to the negative impact that certain financial crises have had on securities quoted on the stock exchange. Simultaneously, there is a growing tendency among different institutional investors to take into account nonfinancial aspects—social, environmental, and ethical values—of company management. In this respect, increasing numbers of asset managers are aware of the importance of nonfinancial aspects of company management for finance markets. Asset managers integrate corporate social responsibility, sustainability policies and corporate governance strategies as indicators in risk management and the search for long‐term investments. The largest segment of socially responsible investment (SRI) screened and mutual funds are portfolios that are privately managed on behalf of institutions. Socially responsible investors include private and public pension funds, mutual funds, and private accounts that are managed on behalf of institutional investors such as corporations, universities, hospitals, religious institutions, and nonprofit organizations, among others. The aim of this paper is to analyze the development of SRI‐screened management corporate pension plans in the Spanish finance market. Spain is one of the European countries with a less developed SRI institutional market. Since SRI is still at the fledgling stage in the Spanish institutional market, this analysis is restricted to the awareness of SRI among a sample of the total number of corporate pension funds or schemes in Spain. The paper concludes with some proposals to encourage wider SRI acceptance and practice in Spain.     

最终控制人性质、两权分离度与机构投资者持股——兼论不同类型机构投资者的差异

上市公司所有权与控制权的严重分离会影响其公司价值,进而会影响投资者的投资决策.本文以2004-2007年我国A股上市公司为研究样本,考察了上市公司两权分离状况对机构投资者总体和各类机构投资者持股决策的影响.研究发现,最终控制人所有权比例越高,两权分离度越小时,机构投资者(主要是证券投资基金)持股比例越高;而且两权分离度指标对机构投资者持股决策的影响在最终控制人为非国有性质的企业中表现更为明显.本文的研究结论表明.我国机构投资者总体上能够做到自我利益保护,在投资者保护方面发挥积极的作用,但是这种作用的发挥在各个类型机构投资者中存在显著差异.     

The effect of corporate governance on sustainability disclosure

Drawing on stakeholder theory, this paper examines the relationship of board composition, leadership and structure on sustainability disclosure. We discuss that good corporate governance and sustainability disclosure can be seen as complementary mechanisms of legitimacy that companies may use to dialogue with stakeholders. Specifically we claim that, as disclosure policies emanate from the board of directors, sustainability disclosure may be a function of the board attributes: we investigate the relationship between different characteristics of the board and sustainability disclosures among US and European companies. Our results show that in order to explain the effect of board composition on sustainability disclosure we need to go beyond the narrow and traditional distinction between insider and independent directors, focusing on the specific characteristics of each director.     

机构投资者持股偏好、筛选策略与企业社会绩效

以中国上市公司为研究对象,采用最小二乘法和两阶段最小二乘法,借助EViews工具,检验中国机构投资者持股与企业社会绩效的关系,以考察机构投资者基于企业社会绩效的持股偏好和筛选策略,选取2005年至2009年沪深两市918家上市公司为样本进行实证检验。研究结果表明,机构投资者表现出对企业社会绩效的持股偏好,在制定持股决策时会考虑企业社会绩效,尤其是近两年的企业社会绩效。进一步对机构投资者进行分类研究表明,各类机构投资者持股与企业社会绩效关系的差异性较大,仅有基金表现出类似的持股偏好。机构投资者整体和基金的持股偏好是源于筛选策略的介入,正面筛选策略比负面筛选策略对持股偏好的影响程度更大,即机构投资者制定投资决策时以正面筛选策略为主要手段,负面筛选策略为辅。     

企业信息披露中的模仿行为研究——基于制度理论的分析

本文在制度理论的分析框架下,研究合法性压力和不确定性条件下企业信息披露中的模仿行为及由此导致的制度同形现象.本文以2006-2010年我国重污染行业上市公司年报中的环境信息披露为研究对象,发现企业环境信息披露存在同形性和模仿行为,且属于模仿其它企业平均水平的频率模仿,而不是模仿领先者.本文将已有的信息披露研究从经济学分析的视角向经济社会学进行拓展,丰富了对信息披露过程中决策者认知过程和制度化过程的认识,同时也透过信息披露中的模仿行为从更加微观的层面为制度化过程中的趋同现象提供了新的证据.     

The Role of Financial Institutions in the Corporate Governance of Listed Chinese Companies*

This paper explores the role of Chinese financial institutions in the corporate governance of listed companies through interviews with both senior managers of financial institutions and board directors of listed companies. Our results show that, while most securities companies are passive investors, a good proportion of the active mutual funds help their portfolio companies prepare financial forecasts, standardize their operations, raise external funds, strengthen their company image in the capital markets, and sometimes intervene in corporate issues. This limited role can be attributed to a number of factors specific to the Chinese context including highly concentrated state ownership, an immature regulatory environment, inadequate transparency and disclosure of financial information, and weak corporate governance within financial institutions themselves. It could also be affected by several other factors that are considered to cause institutional passivity in developed countries such as conflicts of interest, monitoring costs and lack of expertise.     

Verbot von Leerverkäufen in der Krise

During the recent financial and economic crisis political and corporate representatives demanded for stricter regulations of short sales to limit the risks of price manipulation and potential stock price crashes. In autumn 2008 regulators of most industrial countries decided to implement temporary short sale restrictions to prevent a further collapse of the capital market. While some countries restricted only naked short sales and increased their disclosure requirements, other markets like the USA and Great Britain implemented a full ban on short selling. The analysis of these two markets supports the hypothesis that temporary bans are unlikely to prevent or limit large price drops in the affected stocks. Instead the results suggest that the implemented emergency measures led to a temporary overvaluation of stock prices and to a deterioration of market efficiency. These results become even more prominent for stocks with high dispersion of investor opinion.     

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.     

机构投资者参与公司治理积极性的分析

在对公司治理和资本市场发展的研究中,机构投资者的作用越来越受到重视.本文基于机构投资者与公司治理间的相关性和国内外已有的研究成果,通过数理模型的一般分析阐释了影响机构投资者参与公司治理积极性的四个因素:持有单个公司的股权比率、资本市场中公司治理结构不完善的概率、所投资公司治理结构的完善程度以及监督成本,并得出了有关的研究结论.最后本文,对机构投资者积极参与我国上市公司治理提出了若干政策建议.     

Biopharmaceutical and chemical firms’ R&D disclosure,and cost of equity: The impact of the regulatory regime

Based on the proprietary costs theory, this paper aims to survey whether the regulatory regime (mandatory versus voluntary) of research and development (R&D) narrative disclosures impacts, by the means of a reduced information asymmetry, on the cost of equity capital. In order to construct a disclosure index to investigate the extent and the comprehensiveness of R&D information, the methodology adopted was the content analysis of 77 biopharmaceutical and chemical listed companies’ management reports from eight Western European countries across the period 2005–2009. Hence, we obtained an (unbalanced) panel data of 309 observations. The cost of capital has subsequently been regressed on the disclosure index. Results confirm a larger amount of R&D disclosures whereas information is more regulated, but they do not confirm an inverse relation with the cost of capital.     

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.     

The impact of institutional changes on corporate governance mechanisms in transition economies

We examine how institutional changes affect corporate governance in transition economies. We develop a transition model that specifies three stages of the transition process including the early, intermediate, and late. We develop a framework for assessing the effectiveness of widely recognized corporate governance mechanisms (CGMs) in and across these stages. Our general proposition is that as transition economies move from early, to intermediate, to late stages, effective CGMs tend to be those that are based on state administrative control power, social networks and private orders, and market forces and formal institutions, respectively. Our study has contributions and implications regarding the transition economies and the impacts of institutions on corporate governance.     

Does strategic corporate performance depend on corporate financial architecture? Empirical study of European,Russian and other emerging market’s firms

Performance of the firm depends on its structural dimensions: capital structure, ownership structure and corporate governance. Their interactions are known as corporate financial architecture according to S. Myers. In this paper we analyze financial architecture which is a mix of ownership structure, capital structure, control and board’s composition, and therefore, provides the given framework for improving corporate performance. We contribute to the literature by different attributes of our study. In contrast to most empirical papers on performance, we develop integrated rather than segmented approach combining the intrinsic components of corporate financial design in one research model. We introduce new variable to capture the structure of ownership for the purpose of performance analysis. Our third contribution is based on comparative analysis of the influence of financial architecture over corporate performance in rather different capital market environment: developed European and emerging (developing) capital market’s countries. We start with a classic empirical model of the impact of ownership structure, capital structure and other components of financial architecture on the corporate performance. Further we verify the validity of exogenous nature of key variables of the classic model when applying it to companies in developed and emerging market environment. Our results could have some important policy implications for the firms in normal economic environment as well as in the period of global economic crisis. We found that the higher proportion of related ownership which indicates investors with significant voting power and the board’s composition affect firm performance positively. The related shareholders and independent directors seem to add more value to firms while the impact of government ownership differs depending on the country. The emerging market’s sample versus the one from developed countries proves the stronger influence of corporate financial architecture over performance.     

中国上市公司机构投资者对公司绩效影响的实证分析

伴随着2007年资本市场股权分置改革接近尾声,我国公司治理机制方面,在其实质上与形式上都产生了较有影响力的变化:一股独大的现象得到了改善,同股同权真正落实在每一个股东手上;同时资本市场也有了显著变化,以基金为主的形形色色的机构投资者粉墨登场,大量的闲散资金注入机构投资者。本文关注在后股权分置时代,机构投资者作为资本市场上实力与能力兼具的股东,能否对公司治理产生影响,从而改善公司绩效。通过建立机构投资者参与公司治理回归分析模型,来进行实证研究,为公司治理决策层和资本市场监管层提供科学依据。     

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.     

Ownership concentration and market value of European banks

This paper investigates the relationship between ownership concentration and market value of European banks, and the role of the institutional environment in shaping this relationship. Using GMM dynamic estimator on a sample of European banks over a 13-year period (1993–2005) we find on average a negative effect of ownership concentration on bank value, measured by Tobin's Q. However, this effect varies across different institutional settings; while higher ownership concentration results in a lower bank value particularly in the countries belonging to German legal family, the impact of ownership concentration is positive in Scandinavia. We propose that, besides the legal protection of small investors, the differences in the impact of ownership concentration across the countries could be due to the identity of the predominant owners, i.e. financial institutions in Germany and trusts and foundations in Scandinavia. This in turn implies that restrictions of shareholdings in banks could alleviate governance problems in some countries, but lower bank valuation in others.     

Union Power in a Welfare State

Abstract. Most West European countries have suffered from stagflation for many years. Mainstream economics has debated the question in particular in terms of the demand and supply of goods, labour and capital. But in recent contributions a new element has been introduced: the institutional structure of the economy as a source of imbalances. In this article we focus on the institutions of the labour market. For more than a century West European unions have been struggling to transform market economies into a more efficient and just order. Moral persuasion, strikes, and revolutionary threats were their main weapons. After the Second World War governments yielded to the pressure by building up, together with the unions, a welfare state. During the sixties however, the struggle was renewed, although the governments continued to improve the social security system and maintained their responsibility for full employment. A short sketch will be given of the ideological struggle during the first half of the twentieth century, leading to a significant institutional change: the transformation of a system of private wage bargaining into a collective wage bargaining system. Then the neoclassical, the Marxist and the Keynesian view on the effects of union power on the economic performance of a market economy and of a welfare state will be presented. The conclusion is drawn that the methods required to transform a market economy into a welfare state are anomalies as soon as a welfare state is more or less realized. This is particularly so, because the transformation of a welfare state into a centrally planned economy cannot be considered desirable. In present circumstances, it would be appropriate to pay more attention to the design of an extensive system of mediation and arbitrage to reduce the use of the strike weapon.     

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。