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.     

When Financial Intermediaries are Corporate Owners: An Agency Model of Institutional Ownership

Increasingly, the equity investments of individual investors are being channeled through financial institutions. This article posits that the role of institutional owners as financial intermediaries, and the resulting complexity that institutions bring to ownership, distinguish institutional ownership from individual ownership. I develop a model of institutional ownership, referred to as the nexus agency model (NAM), which reflects this complexity. The model provides a framework for identifying the potential additional agency costs to beneficial owners that are associated with owning via financial institutions. The degree to which owning via institutions benefits individual owners depends on the adequacy of the legal and regulatory environment and governance mechanisms in protecting individual owners' interests. The applicability of the nexus model to different institutional owner types is then demonstrated in a discussion of U.S. public and private pension plans and mutual funds, leading to the generation of a NAM-based research agenda for each type and across the types. The article ends with discussion of the model's applicability to non-U.S. institutional environments.     

审计委员会与信息披露质量:来自中国上市公司的经验证据

本文选择深交所信息披露考评结果与证券分析师盈余预测精度作为上市公司信息披露质量的衡量指标,使用2006年深市上市公司的相关数据,实证检验了审计委员会与上市公司信息披露质量之间的关系.研究发现,与未设置审计委员会的上市公司相比,设立审计委员会的上市公司具有更高的信息披露质量,审计委员会的独立性对提高上市公司信息披露质量有着积极的促进作用.本文的政策含义是,在进一步完善资本市场的过程中应重视上市公司审计委员会建设.     

资本结构、金融中介和公司治理

公司治理作为当前国有企业改革的重要措施之一,受到了人们广泛的关注。而金融中介机构的发展与成熟程度直接影响着公司的资本结构和治理结构,进而影响着公司的竞争能力。本文借鉴西方财务理论和日美公司治理方面的经验与教训对金融中介机构是否应积极参与公司治理进行了较深入的探讨,提出其积极参与公司治理的理性决策模型,同时也回答了如何来完善我国上市公司的公司治理结构的问题:重构现代金融体系,激励国有商业银行,大力发展资本市场、培育机构投资者以及修改与制定相关的法律制度,促使其积极参与公司治理。     

公司治理结构信息披露:若干发现

本文以 “ 公司治理结构 ” 定性信息披露为观察对象,通过认真阅读 2001 年度 1160 家上市公司的公司治理结构信息披露的文本,我们发现上市公司治理结构信息披露总体上存在 “ 表述操纵 ” 的特征主要表现为:华而不实、 文字游戏、避重就轻、虚假披露等现象。     

媒体关注下的CSR信息披露与企业财务绩效关系研究及启示——基于我国A股上市公司CSR报告的实证研究

企业社会责任(CSR)及信息披露已成为当前社会各界共同关注的热点问题。本文利用独立机构发布的我国A股上市公司CSR报告的评级数据,验证了当前时代背景下我国企业社会责任信息披露与企业财务绩效的关系,以及作为信息传递媒介和"公众日程设置者"的媒体的关注对于二者关系的影响作用。研究发现,高水平披露社会责任信息的企业的绩效明显高于低水平企业,但是这种作用关系是在媒体关注度这一变量的完全中介作用之下实现的。这一新发现不仅丰富和拓展了企业社会责任及信息披露的理论研究框架,对于基于战略性CSR思维制定相关战略的企业管理者也深具启发意义。     

Unintended agency: Impression management support as a trigger of institutional change in corporate governance

In this paper we describe an emergent process of institutional change in which institutional entrepreneurs are unintentional contributors to the change process. Our theory suggests how change in the predominant institutional logic of corporate governance at public U.S. companies resulted not from deliberate attempts by corporate leaders to change the criteria by which governance is evaluated, but from the cumulative efforts of top executives to provide “impression management support” (IM support) for individual leaders of other firms. We first discuss how IM support has spread among corporate leaders through generalized social exchange. Then we suggest how individual leaders, in seeking to persuade journalists about the quality of corporate leadership at particular other firms, tend to invoke evaluative criteria that deviate from the prevailing institutional logic of governance. We further suggest how the rhetoric of IM support instigated a cascading social influence process that has contributed to changing perceptions about corporate governance among a broad range of other corporate stakeholders. We discuss the implications of our model for sociological perspectives on corporate governance and the corporate elite. Finally, we consider how the occasional negative commentary by corporate leaders about their peers, in combination with IM support, helps to sustain the credibility of the social system in which leaders, journalists, and other information intermediaries operate.     

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.     

Financial Ownership,Diversification and Firm Profitability in Japan

The Japanese system of corporate governance andin particular the role played by banks andother financial institutions have been thesubject of considerable research andcontroversy in recent years. We estimate theimpact of equity ownership by financialinstitutions on firm performance in Japan for1986–1991, a period that precedes many of theproblems of the ensuing decade. We find thatwhile ownership by financial institutions isassociated with unprofitable diversification,such ownership is, on balance, positivelyassociated with firm profitability. Someimplications of these findings for Japan'sunique system of governance are discussed.     

高管从军经历影响公司治理吗?--来自中国上市公司的经验证据

从军经历影响高管行为选择和管理风格,对于公司治理具有重要的价值。采用2004-2014年上市公司数据样本,以盈余管理程度以及审计意见类型作为反映公司治理的代理变量,本文实证分析了高管从军经历对公司治理的影响。研究发现,有过从军经历的高管所在民营上市公司被出具非标审计意见的可能性以及实施盈余管理的程度相对更低,国有企业则不显著;制度环境影响高管从军经历的治理效应,表现为所在地区政府干预越弱时,高管从军经历对于完善民营企业公司治理的作用越大;高管从军经历与MBA教育在影响民营企业公司治理方面具有替代效应,且从军经历具有更为重要的稳定影响;管制行业民营企业高管从军经历的治理效应更为显著。本文的研究对理解我国企业高管从军经历对于公司治理的重要性以及拓展高管异质性影响公司决策的相关研究具有重要的价值。     

民营上市公司高管人员报酬的决定因素研究

高管报酬的确定并非单纯的技术设计,而是与财务、公司治理机制密切相关的整体.以2002年～2004年深、沪两市的224家民营上市公司为样本,采用面板数据处理方式,实证检验企业绩效、治理机制与高管报酬的相关性.实证结果表明,中国民营上市公司的企业绩效与高管报酬正相关,内部股东比例与高管报酬正相关,外部董事比例与高管报酬负相关;民营上市公司的内部股东比例越大反而带来更高的高管报酬水平,二者之间存在互补关系,说明中国民营上市公司中存在大股东对高管层的赎买行为;外部董事的治理机制可以有效地解决高管层的内部人控制问题,降低代理成本,表明董事会在民营上市公司治理中发挥着重要的战略参与作用.     

Corporate social responsibility recognition and support for the arts: Evidence from European financial institutions

This research investigates whether financial institutions that have gained a good reputation in relation to their CSR activities also engage in significant corporate support for the arts (CSA). Using a sample composed of the 42 largest listed European financial institutions, data from 2004 to 2013 (i.e., 420 firm-year observations) and manually collected CSA disclosure information, our findings indicate that entities rewarded for their CSR initiatives are also those that engage in significant CSA. We also find that CSA disclosure reported in the social reports of financial institutions is a predictor for the attainment of a CSR award, whereas that reported in annual reports is not. Our findings suggest that annual and social reports have a different informative relevance, at least in relation to CSR initiatives in the form of CSA, for the stakeholders of financial institutions. Thus, our results provide useful insights for companies’ communication strategies showing, for example, that social reports are the best channel to communicate about CSA.     

How knowledge attributes influence alliance governance choices: A theory development note

This note develops theory regarding how attributes of corporate knowledge influence the selection of alliance governance mode. Different types of corporate knowledge are placed on a spectrum between a classic public good and deeply embedded knowledge. Hypotheses are developed regarding knowledge characteristics such as transfer costs, consequences of appropriation, observability, information asymmetry between negotiating partners, the difficulty of valuing knowledge, and the “disclosure dilemma.” Next, hypotheses are presented on the choice of alliance governance mode as determined by knowledge attributes (codification, newness, complexity, and teachability) and partner characteristics (such as knowledge absorptive capacity). These testable propositions should make for fruitful empirical studies on the relatively little researched area of alliance governance modal choice.     

Corporate governance and accounting irregularities: Canadian evidence

This study examines the extent to which corporate governance acts as an efficient means of protecting investors against accounting irregularities. It is grounded in the literatures on public enforcement of securities laws by market authorities, governance, and fraudulent financial statements. A unique feature of the Canadian tracking and enforcement system for reporting issuers in default is used to refine the definitions of accounting irregularities or fraudulent financial statements used in other studies. We test and find that the governance mechanisms of firms found in default of financial reporting regulations during the first 5 years of existence of the Canadian system are weak compared to a sample of no-default firms. For instance, they have fewer independent and financial expert directors on their boards and audit committees, are more prone to have recently changed auditor and to having their CEO as chair of the board. They also appear to fulfill their financing requirements through private rather than public funds, which is consistent with the fact that default firms are less likely to be in a position to return to the public market to fulfill their needs. This study offers evidence relevant to policy makers and others who are concerned with the potential role of market authorities and governance in protecting investors against accounting irregularities.     

The tone of business model disclosure: an impression management analysis of the integrated reports

The rising emphasis on the business model (BM) as a reportable element reflects the view that it constitutes one of the key starting points for investors’ analysis. In spite of this, recent academic and professional studies describe current reporting on BMs as uninformative: too optimistic, generic and incomplete. The International Integrated Reporting Council (IIRC) claims that these limitations may be overcome by means of an “Integrated Report”, an innovative report which is expected to offer a complete and balanced representation of how organizations create value by mean of their BMs. The paper investigates the informativeness of BM disclosure questioning whether companies adopt impression management (IM) strategies by manipulating the tone of the BM disclosures provided in their reports. We perform a manual content analysis of all the reports identified in the IIRC website and a multivariate statistical analysis to assess if a positive tone of BM disclosure is significantly associated with weak corporate governance, bad performance and low verifiability of the disclosure itself. Our findings support the idea that managers use BM disclosure as an IM strategy. This evidence has relevant implications for both accounting scholars and practitioners, since it questions the role of integrated reporting in improving corporate reporting on BMs.     

上市公司治理因素与财务困境关系的实证研究

对中国上市公司治理因素与财务困境的关系进行了实证研究。以1998~2005年被ST(special treatm ent)的公司及其配对样本共计528家作为研究样本,通过使用二元Log istic回归分析方法,发现大股东持股比例、H-10股权集中指数、股权制衡度、国家股比例、最终控制人类型、独立董事持股比例以及审计意见与公司发生财务困境的可能性显著负相关,管理者代理成本显著提高了公司陷入财务困境的危险性。而高管持股比例、董事会规模以及CEO的双职合一对困境发生的概率无显著影响。     

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.     

The research frontier in corporate governance

In this paper we attempt to identify the research frontier in corporate governance using three different approaches: (1) what challenges does the financial crisis 2007–2009 pose for corporate governance research? We show that the financial crisis is a huge natural experiment which has exposed gaps in our knowledge of corporate governance and is likely to lead of a rethink of central concepts like shareholder value, debt governance, and management incentives (2) what do we know and what do we need to how about the impact of national institutions on corporate governance? (3) What research questions are raised by a focus on current corporate governance practices?     

基于控制权私有收益视角的可转债融资的治理效应研究

通过在职消费、过度投资、自由现金流和现金股利支付4个变量间接测度管理者攫取的控制权私有收益,并运用中国A股市场数据实证检验权益、债务和可转债3种不同融资方式下(横向比较)以及可转债发行前后(纵向比较)企业控制权私有收益的差异。研究结果表明,可转债发行将导致在职消费和自由现金流的降低以及现金股利支付的增加;但在抑制管理者过度投资中可转债并未发挥积极作用。研究结果为优化我国企业融资结构,完善内部公司治理提供了理论支持;同时,也将为促进我国资本市场金融创新提供新的证据。     

Financial reporting in Europe: Prospects for research

This paper is a commentary on the future of financial reporting in Europe and on how research into accounting issues can be relevant to policy makers. Combining scholarship in accounting with scholarship in management can offer insight into national and global issues where accounting communicates information that affects managerial decisions at the microeconomic level and political decisions at the macroeconomic level. The paper cites examples of recent research in financial reporting and points to the current work plans of leading policy makers to illustrate the potential for researchers to influence policy directions. The context of financial reporting, nationally and globally, and the data available in the public domain, provide continued opportunities for researchers investigating accounting issues in the private sector and the public sector.