corporate goverance syllbus
德国公司治理原则
German Panel on Corporate GovernanceCorporate Governance RulesforQuoted German CompaniesJanuary 2000German Panel on Corporate Governance *Code of Best PracticeforGerman Corporate GovernanceI.General questions of Corporate GovernanceThe purpose of Corporate Governance is to achieve a responsible, value-ori-ented management and control of companies. Corporate Governance Rules promote and reinforce the confidence of current and future shareholders, lend-ers, employees, business partners and the general public in national and inter-national markets. The Supervisory Board, Management Board and Executive Staff of the Company identify themselves with these Rules and are contractually bound by them. They are part of the general obligation to observe other inter-ests related to the corporate activity.The Rules of the Code serve as general guidelines for Corporate Governance for quoted German companies. Quoted companies are all enterprises whose shares are officially listed on a German stock exchange or traded over-the-counter. The Rules, their acceptance, implementation and respective adjust-ments to the specifics of the individual Company shall be communicated in the Annual Report.Due to the various legal systems, institutional parameters and traditions, there is presently no internationally accepted universal model for Corporate Govern-ance. The parameters for the Code are provided by codified law and leading cases, generally accepted national and international codes of good conduct and market practice. They include the directly relevant provisions of company and group law, in particular, the law governing stock corporations, financial ac-counting, banking supervision and the capital market as well as the Company's Memorandum and Articles of Association. From these derive the provisions, some of them detailed, with regard to the responsibilities and duties of the gov-erning bodies: Supervisory Board (§§ 95-116 German Stock Corporation Act), Management Board (§§ 76-94 German Stock Corporation Act) and General Meeting (§§ 118-147 German Stock Corporation Act) as well as the code of conduct of the members of the governing bodies.The essential points of the OECD Principles for Corporate Governance of May 1999 are covered as follows:Protection of Shareholders' rights: Following the introduction of the German Act on Corporate Control and Transparency (KonTraG) in 1998, there are adequate provisions safeguarding the rights of shareholders through the comprehensive mandatory rules under the German Stock Corporation Act. In particular, the fol-lowing OECD points are covered by mandatory law (§ 23 German Stock Corpo-ration Act):____________________________* Members:Prof. Dr. Theodor Baums, Prof. Dr. Dieter Feddersen, Ulrich Hartmann,Robert Koehler, Ulrich Hocker, Prof Dr. Rolf Nonnenmacher,- 2 -•full voting right for each ordinary share (§ 12 German Stock Corporation Act)•no impediments with regard to ownership or registration (§ 67 German Stock Corporation Act)•transferability of shares at any time (§ 68 German Stock Corporation Act)•participation, proxy and exercise of voting rights at General Meetings (§134 German Stock Corporation Act)•election of members of the Supervisory Board (§ 101 German Stock Corpo-ration Act)•participation in company profits (§ 58 German Stock Corporation Act).These points are mandatorily covered by German Law (§ 23 German Stock Corporation Act).An authorization to increase the share capital with exclusion of shareholder participation rights in order to pursue either an acquisition or a share placement near the prevailing market price will only be exercised by the Management Board if the share capital increase does not exceed 10 % of the then existing share capital. In this calculation the re-utilization of any repurchased shares will be included.Equal treatment of shareholders: The 'Equal treatment of shareholders' stipu-lated by the OECD is also in place for German companies. The precautionary measures against insider trading, self-dealing and disclosure of any personal interests in transactions or matters are extended beyond the legal requirements by the subsequent points 'II. Management Board' and 'III. Supervisory Board'. Until the enactment of the German Takeover Law, the voluntary Takeover Code of the Capital Markets Expert Commission of the German Ministry of Finance applies. This Code is accepted by the Company.In the case of repurchase of own shares according to § 71, subparagraph 1, No. 8 German Stock Corporation Act, the Company shall observe the principle of equal treatment of all shareholders.Disclosure and transparency: The point 'Disclosure and transparency' of the OECD Principles is generally covered by law for German companies through the corresponding provisions on the obligation to provide and enclose informa-tion (§§ 20 - 22, 160, 328 German Stock Corporation Act; §§ 15, 25 German Securities Trading Act; §§ 285, 325 ff German Commercial Code; §§ 35, 39 German Antitrust Act; § 24 German Banking Act). In addition, the Management Board shall regularly and with due regard to equal treatment of all shareholders ('Fair Disclosure') report on all Company matters through Annual and Interim Reports, 'ad hoc' communications, analyst and press conferences. The OECD information requirements are covered by these publicity undertakings.The Company shall adopt an accounting standard that is suitable for interna-tional comparison purposes..../3- 3 -As the Management Board and Supervisory Board of German companies have the decisive functions for Corporate Governance, the relevant points are dealt with in detail below:BoardI I.Management1.)Responsibilities and dutiesa) In the management of the Company, the Management Board is boundby Corporate interest, Company policy and the Group's guidelines aswell as the basic principles of proper management (§ 76 German StockCorporation Act).b) The Management Board develops, in consultation with the SupervisoryBoard, the strategy for the Group and is responsible for its implementa-tion.c) The Management Board is responsible for ensuring compliance withlegal provisions within the Group and to ensure their observation byGroup companies.2.)Information and disclosure requirementsa) The Management Board will publish without delay any new facts arisingin the sphere of the Company's activities which are not yet publiclyknown and, due to their impact on their financial position of the Com-pany or its general course of business, are likely to impact significantlyon the price of the Company's listed securities (§ 15 German SecuritiesTrading Act).As part of its regular communication efforts, the dates of major regularpublications (such as annual and quarterly reports, General Meetings)shall be published in a 'Financial Calendar' (at least one year) in ad-vance.The information published by the company shall also be available in the'Internet'. This is to include the invitation to General Meetings, theiragenda as well as shareholder initiatives and management commentshereto as well as voting results of such meetings. If possible, all publi-cations are provided in the English language.b) The company shall pursue the principle of equal treatment of all share-holders in the matter of information dissemination.c) The regular financial reporting (annual and quarterly reports) will betimely. The quarterly reports contain segment reporting as well as re-sults per share.d) The Management Board shall inform the Supervisory Board on a regu-lar basis, in good time and comprehensively about all relevant mattersregarding business development, risk exposure and risk managementof the company and major group subsidiaries.e) Should the business trend or risk exposure of the Group change sig-nificantly against plan, the Management Board must immediately in-f) The Management Board shall list in the Notes to the Company Ac-counts the corporations in which the Company holds a minimum of10% of the share capital. Exempt from this are participations that are ofimmaterial importance for the Company's asset, financial and profitsituation.Equally, any existing mutual shareholdings and any shareholdings inthe Company which have been notified by third parties as well as theowner(s) of such shareholdings must be reported in the Notes to theAccounts.g) As soon as the Company is notified (§ 25 German Securities TradingAct), or becomes otherwise aware that another party has obtained, ex-ceeds or no longer holds 5, 10, 25, 50 or 75% of the voting rights in theCompany, this will immediately be published by the ManagementBoard.h) In the Notes to the Company Accounts details with regard to the Man-agement Board's interest in shares of the Company (including any ex-isting option rights) and their changes in relation to the previous yearhave to be published.3.)Remunerationa) The remuneration of the Management Board and the Executive Staffshall include sufficient motivation to ensure long-term corporate valuecreation. This includes share option programmes and performance-re-lated incentives related to the share price development and the con-tinuing success of the company. In connection with the granting ofshare options and similar rights to members of the Management Boardand the executive staff the following points shall be observed:The initial exercise of the rights arising from share option programmesshall not be possible before two years since the grant. To document theincentive character as well as to balance the surrender of the subscrip-tion right by the shareholders, the exercise shall depend on achievingor exceeding relevant and transparent benchmarks (e.g. the develop-ment of an industry index).The structure, total amount, exercise prices and exercise periods aswell as the allocations of share options and similar rights in the report-ing period shall be published in the Notes to the Company Accounts,separately by members of the Management Board and Executive Staff.To ensure compliance with insider laws, suitable precautions likeclosed periods of time are implemented.b) The fixed and variable remuneration elements of the ManagementBoard shall be detailed in the Annual Report.4.)Rules governing conflicts of interest and own-account transactionsa) In the running of the management of the company, the ManagementBoard members must not pursue any own interest that could be in con-flict with the interest of the Company.b) Members of the Management Board must disclose to the SupervisoryBoard material personal interests in transactions of the Company and Group companies as well as other conflicts of interest. They must also inform their Management Board colleagues.c) All transactions between the Company or any Group company andManagement Board members as well as associated persons or com-panies must comply with normal industry standards. The transactions and the terms and conditions thereof must be approved in advance by the Supervisory Board. They may not run counter to the interests of the Company or any Group company. The granting of loans to Manage-ment Board members must be approved by the Supervisory Board with advance notice to the Management Board. In all such transactions, the Company shall be represented by the Supervisory Board.d) Management Board members and senior Group executives may notexploit business opportunities available to the Company or Group com-panies for themselves or for the benefit of associated persons or com-panies.e) Management Board members and senior Group executives are alsoprohibited from conducting transactions, conflicting with the interests of the Company or any Group company, for themselves or for associated persons. This prohibition also extends beyond their business duties.Management Board members must disclose to the whole Management Board transactions (except daily life transactions) among themselves or with Supervisory Board members or senior Group executives. The transactions require the approval of the Supervisory Board.f) Management Board members and senior Group executives are duringtheir employment subject to a comprehensive prohibition of competition (Members of the Management Board: § 88 German Stock Corporation Act).g) Any other activities of Management Board members, in particular theacceptance of Supervisory Board appointments, require the approval of the Supervisory Board. Any other activities of senior Group executives require the approval of the Management Board.h) The purchase and sale of Company shares, options or other share de-rivatives by members of the Management Board and senior Group ex-ecutives are subject to special rules. It is generally welcomed that the Management Board and senior Group executives document their iden-tification with the Company through a shareholder status.However, they should refrain from frequent transactions and counter transactions which aim to achieve very short term gains (speculative deals). Appropriate measures such as closed periods for the purchase or sale of shares should ensure the observation of the provisions of the insider laws. The Management Board shall ensure the compliance through a Compliance Officer that shall report to the Supervisory Board at least once a year.i) Management Board members and Group employees may in connec-tion with their activity neither request nor receive gifts or other advan-tages for themselves or third parties, if this could jeopardize the inter-ests of the Group or the interests of customers.I I I.Supervisory Board1.)Compositiona) The proposals for election of Supervisory Board members to the Gen-eral Meeting shall ensure that the proposed candidates have both therequired knowledge and skills as well as the relevant professional ex-perience. To ensure efficiency, regard will be given to size and compo-sition of the Supervisory Board. Board Members must make sufficienttime available to exercise their activity in a diligent manner.b) The Supervisory Board shall ensure independent advice and monitor-ing of the Management Board through a sufficient number of independ-ent persons who have no current or former business association withthe Group. This shall also be taken into consideration for the composi-tion of the Supervisory Board committees. The proposal for election tothe Supervisory Board shall not include as a matter of course the elec-tion of retiring Management Board members.c) If a member of the Supervisory Board does not participate personally inmore than half of the Board Meetings of any given fiscal year, this hasto be notified in the Annual Report.d) The remuneration of the Supervisory Board shall appropriately reflectthe responsibility, the work performed and the increase in the corporatevalue. The total remuneration shall be listed in the Notes to the Com-pany Accounts.e) The Notes to the Company Accounts shall contain details of the share-ownership (including existing option rights) of the Supervisory Boardmembers and their changes in relation to the previous year.2.)Responsibilities and dutiesa) The Supervisory Board advises the Management Board on a regularbasis regarding the management of the Company and the Group andmonitors the achievement of the long term corporate goals (monitoring:§ 111 German Stock Corporation Act). The Supervisory Board appointsthe members of the Management Board and ensures an orderly long-term succession planning (§ 84 German Stock Corporation Act).b) The Supervisory Board can subject certain transactions to its approval(§111 German Stock Corporation Act). This refers in particular to in-vestment projects, loans, the establishment of subsidiaries as well asthe acquisition or disposal of shareholdings above a certain size.c) The members are bound to confidentiality with regard to all specific in-formation and company secrets.d) The Supervisory Board issues its own Standing Rules and stipulatesthe information and reporting duties of the Management Board.e) The Supervisory Board mandates the Auditors to audit the Companyand the Group annual accounts (§111 German Stock Corporation Act).Particular regard shall be given to:•that the mandated Auditor has not achieved during the last five years with the Audit and advice of the Company (or with corpora-tions where the Company is a shareholder with more than 20%)more than 30% of his total revenue. This should also not be ex-pected for the current fiscal year,•that no auditor is employed in the Audit that has issued the audi-tors' confirmation for the Annual Accounts or Group Accounts inmore than 6 instances in the 10 years preceding the audit,•that no conflicts of interest exist for the Auditor.All members of the Supervisory Board shall receive the Audit Reportsin good time before the pertinent Supervisory Board meetings (§ 170German Stock Corporation Act). Audit related meetings shall be held inthe presence of the Auditors (§ 171 German Stock Corporation Act).f) Contracts, in particular consulting contracts of the company with mem-bers of Supervisory Board require the approval of Supervisory Board(except every day transactions).g) The Supervisory Board shall receive regularly (at least annually) a re-port by the Management Board with regard to donations exceeding anamount determined by the Supervisory Board.3.)Establishment of CommitteesThe Supervisory Board shall establish in line with its Standing Rules vari-ous committees to deal with complex business matters. With regard to the composition of such committees, the Supervisory Board shall ensure the requisite professional experience. Incorporation and duties of committees are subject to the specific circumstances and the size of the Company. The following committees could be instituted:•General Committee: The General Committee shall advise the Man-agement Board and prepare the decisions to be taken by the Super-visory Board. The General Committee deals with general policy mattersfor the Group. It discusses the strategy and planning for the Group andits business segments submitted by the Management Board on the ba-sis of different scenarios and their feasibility. The General Committeeassesses the internal state of the Group with regard to its operatingstrength, efficiency and potential to achieve the formulated targets. Itreviews the Corporate Governance Rules and their compliance on aregular basis (generally once a year).•Accounts and Audit Committee: The Accounts and Audit Committee is responsible for matters pertaining to the accounting and auditing for the Company and the Group. The Committee evaluates the Auditor's reports and reports to the Supervisory Board on its assessment of the comments in the audit report, particularly with regard to the future de-velopment of the Group. It verifies the Management Board's assump-tions on the budget figures for the Group and its business segments.Important other documents issued to shareholders shall be presented before publication to the Committee.The tasks of the Accounts and Audit Committee regularly comprise:- the preparation of the selection of the Auditor, the determination of major auditing issues, even if exceeding the legally required pointsand content of the Audit, as well as the determination of the Audi-tors' fee,- the preparation of the audit of the Annual and Group Accounts by the Supervisory Board, including the relevant business reports onthe basis of the results of the audit and additional points raised bythe Auditor,- the preparation of a report by the Management Board with regard to corporate donations exceeding an amount determined by theSupervisory Board,and, if applicable,- the discussion of partial auditing results during the year (e.g. of the internal control system),- the discussion of Interim Accounts and the results of any audits performed therefor.•Personnel Committee: The Personnel Committee deals with the per-sonnel issues of the Management Board (including its succession planning). The Personnel Committee shall recommend with regard to the content of the employment contracts of the Management Board in-cluding their remuneration. In addition, the Committee is responsible for the approval of paid for outside company work by members of the Man-agement Board. The granting of loans to members of the Management Board and the Supervisory Board shall also be dealt with by the Com-mittee.•Nomination Committee: The Nomination Committee is in charge of the composition, size and balance of the Supervisory Board and the proposals for election to the General Meeting.•Market- and Credit Risk Committee: This Committee supervises the handling of market risks and credit matters of the Group. It handles loans and other transactions requiring its approval and is informed of loans requiring its notification. For urgent matters, decisions can be delegated to nominated Committee members.- 9 -•Mediation Committee: German Stock companies that are subject to codetermination by law, are legally required to establish a MediationCommittee (§ 27 subpara 3 Co Determination Act of 1976). This Com-mittee delivers proposals for the appointment of Management Boardmembers if the required two thirds majority for the appointment or ter-mination of Management Board members has not been achieved.4.)Rules governing conflicts of interest and own-account transactionsa) The Supervisory Board members must disclose any conflicts of interestto the Chairman of the Supervisory Board or his deputy unless they re-tire for cause. In the event of conflicts of interests, the Chairman of theSupervisory Board or his deputy shall decide to whom the informationshould be forwarded and whether the member of the SupervisoryBoard in question shall participate in meetings.b) In their decisions Supervisory Board members must not pursue theirown interests or those of associated persons or companies, which arein conflict with the interests of the Company or any Group company.They may not pursue for their own benefit business available to theCompany or its Group companies. In the event of possible conflicts ofinterest, the interests of the Company and its Group companies musttake priority and the Supervisory Board members concerned must ab-stain from voting.c) All transactions between the Company, any Group company and Su-pervisory Board members as well as associated persons or companiesmust comply with normal industry standards. The transactions (except:daily life transactions) and their terms must be approved in advance bythe Supervisory Board. They may not run counter to the interests of theCompany or any Group company.d) The granting of loans to Supervisory Board members by the Companyor Group companies require the agreement of the Management Boardand the Supervisory Board.e) Supervisory Board members may, in conjunction with their activity,neither request nor receive gifts or other advantages for themselves orthird parties, if this could jeopardize the interests of the Group or cus-tomers.Frankfurt, January 2000。
管理学常用英文单词-含音标
管理学常用词汇A 11access discrimination ['æksɛs] [dɪ,skrɪmɪ'neʃən]进入歧视action research ['ækʃən] ['risɝtʃ] 动作研究；行为研究adjourning [ə'dʒɝnɪŋ] 解散期；解散阶段；中止阶段adhocracy [æd'hɔkrəsi] 无固定结构的管理方式或组织；临时委员会组织；administrative principle [əd'mɪnɪstretɪv] ['prɪnsəpl] 管理原则advanced negotiation[əd'vænst] [nɪ,ɡoʃɪ'eʃən]高级谈判alignment[ə'laɪnmənt] 结盟artifacts ['a:rtifækts]人工环境artificial intelligence [,ɑrtɪ'fɪʃl] [ɪn'tɛlɪdʒəns] 人工智能、巧匠avoiding learning [ə'vɔɪdɪŋ] ['lɜːnɪŋ]规避性学习ambidextrous approach [,æmbɪ'dekstrəs] [ə'prɔtʃ]双管齐下策略B 9balance sheet ['bæləns] [ʃit]资产负债表bias['baɪəs] 偏见BCG matrix（ BCG:Boston Consulting Group['bɔstən] [kən'sʌltɪŋ] [gru ːp]） ['metrɪks] 波士顿矩阵，波士顿咨询集团矩阵bona fide occupation qualifications [,bəunə'faidi] [,ɑkju'peʃən] [,kw ɑləfə'keʃən] 善意职业资格审查bounded rationality ['baʊndɪd] [,ræʃən'æləti]有限理性bounded rationality perspective ['baʊndɪd] [,ræʃən'æləti] [pə'spekt ɪv]有限理性方法bureaucracy [bjʊ'rɑkrəsi]官僚机构benchmarking ['bentʃ,mɑ:kiŋ] 标杆管理；标记；确定基准点boundary-spanning roles ['baʊndri] ['spæniŋ] [rolz] 跨超边界作用C 42capturing value through pricing['kæptʃɚrɪŋ] ['vælju] [θru] ['praɪsɪŋ] 通过定价获取价值change agent [tʃendʒ] ['edʒənt] 变革推动者，促变者challenge ['tʃælɪndʒ]挑战chaos theory ['keɑs] ['θiəri] 混沌理论charismatic leaders [,kærɪz'mætɪk] ['lidɚz]魅力型领导者charity principle ['tʃærəti] ['prɪnsəpl] 博爱原则closing bell['klozɪŋ] [bɛl]收盘corporate social responsibility ['kɔrpərət] ['soʃl] [rɪ,spɑnsə'bɪləti]企业的社会责任competitive strategy[kəm'pɛtətɪv] ['strætədʒi]竞争战略；竞争策略confrontation [,kɑnfrənfrʌn'teʃən] 对话, 对抗；面对；对质confrontation meeting [,kɑnfrən'teʃən] ['mitɪŋ] 碰头会consortia [kən'sɔ:tɪə] 企业联合、联盟、合作coercive power [kəʊ'ɜːsɪv] ['paʊə] 强制权，强制力cohesiveness [ko'hisɪvnɪs] 凝聚力collaborative management [kə'læbəretɪv] ['mænɪdʒmənt]合作型管理comparable worth ['kɑmpərəbl] [wɝθ]可比价值；同值同酬competitive benchmarking [kəm'petɪtɪv] ['bentʃ,mɑ:kiŋ]竞争性基准competitive strategy[kəm'pɛtətɪv] ['strætədʒi]竞争策略constancy of purpose ['kɑnstənsi] [əv] ['pɜːpəs] 永久性目标contingency approach [kən'tɪndʒənsi] [ə'protʃ] 权变理论；权变方法；随机应变法corporate governance['kɔrpərət] ['gʌvɚnəns]企业管治corporate social performance ['kɔrpərət] ['səʊʃ(ə)l] [pə'fɔːm(ə)ns]企业社会绩效；公司社会表现corporate social responsibility ['kɔrpərət] ['səʊʃ(ə)l] [rɪ,spɑnsə'bɪləti]公司社会责任corporate social responsiveness ['kɔrpərət] ['səʊʃ(ə)l] [rɪ'spɑnsɪvnɪs]公司社会反应critical incident ['krɪtɪkl] ['ɪnsɪdənt] 危机事故；关键事件current assets ['kʌr(ə)nt] ['æset s] 流动资产current liabilities ['kʌr(ə)nt] [,laɪə'bɪləti]流动负债; 经常性贷款culture strength ['kʌltʃə] [streŋθ]文化强度; 文化力creative department [krɪ'etɪv] [dɪ'pɑrtmənt] 创造性部门creation of value[krɪ'eʃən] [əv] ['vælju]价值创造craft technology [kræft] [tɛk'nɑlədʒi]工艺技术、技艺性技术contextual dimension [kən'tɛkstʃuəl] [daɪ'mɛnʃən]关联性维度continuous process production [kən'tɪnjʊəs] ['prɑsɛs] [prə'dʌkʃən]连续加工生产collectivity stage [,kɑlɛk'tɪvəti] [stedʒ] 集体化阶段clan control [klæn] [kən'trol] 小团体控制clan culture [klæn] ['kʌltʃɚ] 小团体文化coalition [,koə'lɪʃən] 联合；结合，合并；联合团体collaborative [kə'læbəretɪv] 协作网络centrality [sɛn'træləti] 中心；中央；向心性；集中性centralization [,sɛntrəlɪ'zeʃən]集权化；中央集权管理charismatic authority [,kærɪz'mætɪk] [ə'θɔrəti] 魅力型权威、竭尽忠诚的权力customer insight['kʌstəmɚ] ['ɪn'saɪt]消费者洞察力；客户需求D 18decentralization [dɪ'sɛntrəlaɪ'zeʃən]分权；非集权化decision premise [dɪ'sɪʒn] ['premɪs]决策前提democracy management [də'mɑkrəsi] ['mænɪdʒmənt] 民主管理departmentalization [di:pɑ:t,mentəlai'zeiʃən]部门化; 部门划分designing effective organization[dɪ'zaɪnɪŋ] [ɪ'fɛktɪv] [,ɔrɡənə'zeʃən]设计有效的组织development structure[dɪ'vɛləpmənt] ['strʌktʃɚ]发展结构dialectical inquiry methods [,daɪə'lɛktɪkl] ['ɪŋkwaɪri] ['mɛθədz]辩证探求法differentiation strategy [,dɪfərenʃɪ'eɪʃn] ['strætədʒi] 差别化战略；差异化竞争战略differential rate system ['dɪfə'rɛnʃəl] [ret] ['sɪstəm] 差别报酬系统direct interlock [də'rɛkt] ['ɪntɚlɑk] 直接交叉divisional form [də'vɪʒənl] [fɔrm] 事业部模式division of labor [də'vɪʒən] [əv] ['lebɚ] 劳动(力)分工downward mobility ['daʊnwɚd] [mo'bɪləti] 降职流动、社会地位的下降dynamic engagement [daɪ'næmɪk] [ɪn'ɡedʒmənt]动态融合dynamic network [daɪ'næmɪk] ['nɛtwɝk] 动态网络domain [do'men] 领域；；域名；产业；地产dual-core approach ['dʊəl] [kɔr] [ə'protʃ] 二元核心模式dynamics of synergy[daɪ'næmɪks] [əv] ['sɪnɚdʒi]协力优势E 28effective decision making[ɪ'fɛktɪv] [dɪ'sɪʒn] ['mekɪŋ]有效决策制定effective leadership[ɪ'fɛktɪv] ['lidɚʃɪp]有效领导effective conflict resolution[ɪ'fɛktɪv] ['kɑnflɪkt] [rezə'luːʃ(ə)n]高效冲突管理electronic data-processing(EDP) [ɪ,lɛk'trɑnɪk] ['detə] ['prɑsɛsɪŋ]]电子数据处理employee-oriented style [ɪm'plɔɪi] ['orɪɛntɪd] [staɪl] 员工导向型风格empowerment [ɪm'paʊɚmənt] 许可，授权encoding [ɪn'kodɪŋ] 解码; 编码end-user computing ['end,ju:zə] [kəm'pjʊtɪŋ]终端用户计算系统enter ['ɛntɚ]进入；参加enterprise ['ɛntɚ,praɪz]企业entrepreneurship [,ɑntrəprə'nɝʃɪp] 企业家精神equity ['ɛkwəti]平等；相等equity theory ['ɛkwəti] ['θiəri] 公平理论espoused value [ɪ'spaʊzid] ['vælju]信仰价值ethics['eθɪks] 伦理学；伦理观；道德标准ethnocentric manager [,ɛθno'sɛntrɪk] ['mænɪdʒɚ] 种族主义的管理者expectancy theory [ɪk'spɛktənsi] ['θiəri] 期望理论expense budget [ɪk'spɛns] ['bʌdʒɪt] 费用预算;支出预算expense center [ɪk'spɛns] ['sɛntɚ]费用中心external audit [ɪk'stɝnl] ['ɔdɪt] 外部审计; 独立审计external stakeholders [ɪk'stɝnl] ['stekholdɚ] 外部利益相关者extreme circumstances[ɪk'strim] ['sɝkəmstæns iz]极端情况extrinsic rewards [ɛks'trɪnsɪk] [rɪ'wɔrdz] 外部奖励；外部报酬ethic ombudsperson ['ɛθɪk] [,ɔmbudz'pɝsn] 伦理巡视官external adaption [ɪk'stɝnl] [ə'dæpʃən] 外部适应性elaboration stage [ɪ,læbə'reʃən] [stedʒ] 精细阶段entrepreneurial stage [,ɑntrəprə'njʊrɪəl] [stedʒ] 创业阶段escalating commitment ['ɛskəletɪŋ] [kə'mɪtmənt] 顽固认同F 14family group ['fæməli] [gruːp] 家族集团;家族企业financing growth[fɪ'nænsɪŋ] [ɡroθ]财务增长financial management [faɪ'nænʃl] ['mænɪdʒmənt] 财务管理；金融管理financial statement [faɪ'nænʃl] ['stetmənt] 财务报表flat hierarchies [flæt] ['haɪə,rɑrkiz] 扁平型结构flexible budget ['flɛksəbl] ['bʌdʒɪt] 弹性预算force-field theory [fɔrs] [fild] ['θiəri] 场力理论formal authority ['fɔrml] [ə'θɔrəti] 正式授权;正式权限;合法权力formal systematic appraisal ['fɔrml] ['sɪstə'mætɪk] [ə'prezl] 正式的系统评估franchise ['fræntʃaɪz] 特许经营权formalization stage [,fɔməlɪ'zeʃən] [stedʒ] 规范化阶段functional grouping ['fʌŋkʃənl] ['ɡrupɪŋ] 职能组合formal channel of communication ['fɔrml] ['tʃænl] [əv] [kə,mjunɪ'keʃən] 正式沟通渠道fundamentals [,fʌndə'mɛntl] 基本面；基本原理G 16game theory [geɪm] ['θiəri] 博弈论general financial condition ['dʒɛnrəl] [faɪ'nænʃl] [kən'dɪʃən] 一般财务状况geocentric manager [,dʒio'sɛntrɪk] ['mænɪdʒɚ] 全球化管理者geographic and cultural boundaries[,dʒiə'ɡræfɪk] [ənd] ['kʌltʃərəl] ['baʊndri]地理和文化界限global brand['ɡlobl] [brænd]全球品牌global enterprise['ɡlobl] ['ɛntɚ'praɪz]全球化企业global market ['ɡlobl] ['mɑrkɪt]全球市场；国际市场globalization [,ɡləubəlai'zeiʃən] 全球化gossip chain ['ɡɑsɪp] [tʃen] 传言链grapevine ['ɡrepvaɪn] 小道消息；秘密情报网;传言网global strategic partnership ['ɡlobl] [strə'tidʒɪk] ['pɑrtnɚʃɪp] 全球战略伙伴关系general environment ['dʒɛnrəl] [ɪn'vaɪrənmənt] 一般环境；总体环境generalist ['dʒɛnrəlɪst] 通才；多面手;全面战略geographic grouping [,dʒiə'ɡræfɪk] ['ɡrupɪŋ] 区域组合global company ['ɡlobl] ['kʌmpəni] 跨国公司;全球公司global geographic structure ['ɡlobl] [,dʒiə'ɡræfɪk] ['strʌktʃɚ]全球区域结构H 11Hawthorne effect [hɔθən] [ɪ'fɛkt] 霍桑效应heuristic principles [hjʊ'rɪstɪk] ['prɪnsəpl] 启发性原理hierarchy ['haɪərɑrki] 科层制度high ambition[haɪ] [æm'bɪʃən]更高志向、雄心壮志high commitment[haɪ] [kə'mɪtmənt]高承诺high performance[haɪ] [pɚ'fɔrməns]高效能hiring specification ['haiəriŋ] ['spɛsəfə'keʃən] 招聘细则horizontal linkage model ['hɔrə'zɑntl] ['lɪŋkɪdʒ] ['mɑdl] 横向联系模型hybrid structure ['haɪbrɪd] ['strʌktʃɚ] 混合结构high-velocity environments [haɪ] [və'lɑsəti] [ɪn'vaɪrənmənts] 高速环境human resources['hjumən] [ri'zɔ:siz]人力资源I 23impoverished management [ɪm'pɑvərɪʃt] ['mænɪdʒmənt] 放任式管理 I income statement ['ɪnkʌm] ['stetmənt] 损益表information transformation ['ɪnfɚ'meʃən] [,trænsfɚ'meʃən] 信息转换infrastructure ['ɪnfrə'strʌktʃɚ] 基础设施integrative process ['ɪntɪɡretiv] ['prɑsɛs] 整合过程intelligent enterprises [ɪn'tɛlɪdʒənt] ['ɛntɚ,praɪz]智能企业；智慧型企业internal audit [ɪn'tɝnl] ['ɔdɪt] 内部审计internal stakeholder [ɪn'tɝnl] ['stekholdɚ] 内部相关者internship ['ɪntɝnʃɪp]实习intrapreneurship [,ɪntrəprɛ'nɝʃɪp]内部企业家精神intrinsic reward [ɪn'trɪnsɪk] [rɪ'wɔrd]内在报酬; 内在奖励inventory ['ɪnvəntɔri] 库存, 存货internal integration [ɪn'tɝnl] ['ɪntə'greʃən] 内部整合interorganization relationship [,ɪntɚ'ɔrɡənə'zeʃən l [rɪ'leʃən'ʃɪp] 组织间的关系intergroup conflict ['ɪntɚ'grʊp] ['kɑnflɪkt] 团体间冲突intergroup dynamics ['ɪntɚ'grʊp] [daɪ'næmɪks] 组间动力interlocking directorate [,intə'lɔkiŋ] [də'rɛktərət] 交叉董事会institutional perspective [,ɪnstɪ'tuʃənl] [pɚ'spɛktɪv] 制度视角;机构的观点intuitive decision making [ɪn'tuɪtɪv] [dɪ'sɪʒn] ['mekɪŋ]直觉决策idea champion [aɪ'diə] ['tʃæmpɪən] 构思倡导者incremental change [ɪnkrə'məntl] [tʃendʒ] 渐进式变革; 递增量informal organizational structure [ɪn'fɔrml] [,ɔɡənɪ'zeʃənəl] ['strʌkt ʃɚ]非正式组织结构informal performance appraisal [ɪn'fɔrml] [pɚ'fɔrməns] [ə'prezl]非正式业绩评价J 6job description [dʒɒb] [dɪ'skrɪpʃən]工作说明；职务描述job design[dʒɒb] [dɪ'zaɪn] 工作设计，职务设计job enlargement [dʒɒb] [ɪn'lɑrdʒmənt] 职务扩大化job enrichment [dʒɒb] [ɪn'rɪtʃmənt] 职务丰富化job rotation [dʒɒb] [ro'teʃən] 职务轮换job specialization [dʒɒb] [,spɛʃəlɪ'zeʃən]职务专业化K 2key performance areas [kiː] [pɚ'fɔrməns] ['ɛrɪəz]关键业务区key result areas [kiː] [rɪ'zʌlt] ['ɛrɪəz]关键绩效区L 18labor productivity index ['lebɚ] [,prodʌk'tɪvəti] ['ɪndɛks] 劳动生产力指数laissez management [lei'sei'] ['mænɪdʒmənt]自由化管理large batch production [lɑrdʒ] [bætʃ] [prə'dʌkʃən]大批量生产lateral communication ['lætərəl] [kə,mjunɪ'keʃən] 横向沟通leadership decision ['lidɚʃɪp] [dɪ'sɪʒn]领导决策leadership style ['lidɚʃɪp] [staɪl] 领导风格leadership in teams ['lidɚʃɪp] [ɪn] [timz]团队管理；团队领导力leading a turnaround['lidɪŋ] ['tɝnəraʊnd] 领导转变；管理转变least preferred co-worker(LPC) [list] [prɪ'fɝd] [,kəu'wə:kə] 最不喜欢的同事legitimate power [lɪ'dʒɪtɪmət] ['paʊɚ]合法权力liability ['laɪə'bɪləti] 债务；负债liaison [lɪ'ezɑn] 联络者line authority [laɪn] [ə'θɔrəti] 直线职权liquidity [lɪ'kwɪdəti] 流动性liaison role [lɪ'ezɑn] [rol] 联络员角色long-linked technology [lɔŋ] ['lɪŋkt] technology 纵向关联技术losses from conflict [lɔsiz] [frɒm] ['kɑnflɪkt]冲突带来的损失low-cost leadership [ləʊ] [kɔst] ['lidɚʃɪp] 低成本领先M 21management by objective ['mænidʒmənt] [baɪ] [əb'dʒɛktɪv]目标管理Managerial Grid [,mænə'dʒɪrɪəl] [ɡrɪd] 管理方格matrix bosses ['metrɪks] [bɔsiz] 矩阵主管management champion ['mænɪdʒmənt] ['tʃæmpɪən] 管理倡导者materials-requirements planning(MRP) [mə'tiəriəlz] [ri'kwaiəmənts] ['plænɪŋ]物料需求计划Maslow’s hierarchy of needs ['mæzləu] ['haɪərɑrki] [əv] [nid] 马斯洛需求层次论marketing argument ['mɑrkɪtɪŋ] ['ɑrɡjumənt] 管理文化多元化营销观market segmentation['mɑrkɪt][,sɛɡmɛn'teʃən]市场划分；市场细分multiculturalism [,mʌltɪ'kʌltʃərəlɪzm] 文化多元主义multi-divisional firm ['mʌlti] [də'vɪʒənl] [fɝm] 多部门公司moral rules ['mɔrəl] [rulz]道德准则management by walking around(MBWA) ['mænɪdʒmənt] [baɪ] ['wɔkɪŋ] [ə'raʊnd]走动式管理matrix structure ['metrɪks] ['strʌktʃɚ]矩阵结构multinational enterprise(MNE) [,mʌltɪ'næʃnəl] ['ɛntɚ'praɪz]跨国公司moral relativism ['mɔrəl] ['rɛlətɪvɪzəm] 道德相对主义mechanistic system [,mɛkə'nɪstɪk] ['sɪstəm] 机械式组织middle-of-the-road management ['mɪdl] [əv] [ðə] [rod] ['mænɪdʒmənt]中庸式管理meso theory ['mɛso] ['θiəri] 常态理论multi-domestic strategy ['mʌlti] [də'mɛstɪk] ['strætədʒi] 多国化战略mediating technology ['miːdɪeɪtɪŋ] [tɛk'nɑlədʒi] 调停技术motivation[,motə'veʃən] 动机；积极性；推动N 9naïve relativism [naɪ'iv] ['rɛlətɪvɪzəm] 朴素相对主义need-achievement [nid] [ə'tʃivmənt] 成就需要net asset [nɛt] ['æsɛt]净资产norming ['nɔ:miŋ] 规范化norms [nɔ:ms] 规范non-programmed decisions [nɑn 'proɡrəmd] [dɪ'sɪʒnz]非程序化决策non-substitutability [nɑn,səbstə,tjutə'biləti]非替代性non-routine technology [nɑn rʊ'tin] [tɛk'nɑlədʒi] 非例行技术niche [nitʃ] 领地; 壁龛；合适的职业;小众O 14off-the-job training ['ɔfðə'dʒɔb ] ['trenɪŋ ] 脱产培训on-the-job training ['ɑnðə'dʒɔb ] ['trenɪŋ ] 在职培训operation[,ɑpə'reʃən]运营operational budget ['ɑpə'reʃənl] ['bʌdʒɪt] 运营预算order backlog ['ɔrdɚ] ['bæklɔɡ] 订单储备organic system [ɔr'gænɪk] ['sɪstəm] 有机系统organizational development(OD) [,ɔɡənɪ'zeʃənəl] [dɪ'vɛləpmənt]组织发展organizational hierarchies [,ɔɡənɪ'zeʃənəl] ['haɪə,rɑrki] 组织层级；组织架构organizing for innovation['ɔrgə,naɪz ɪŋ] [fɔː] [,ɪnə'veʃən]组织创新orientation [orɪɛn'teʃən] 定位outcome interdependence ['aʊt'kʌm] [,ɪntɚdɪ'pɛndəns]结果的相互依赖性outplacement services ['aʊtplesmənt] ['sə:visis] 外延服务overconfidence['ovɚ'kɑnfɪdəns] 过分相信；自负organization ecosystem [,ɔ:ɡənai'zeiʃən] ['ɛko,sɪstəm] 组织生态系统P 27paradox of authority ['pærədɑks] [əv] [ə'θɔrəti]权威的矛盾paradox of creativity ['pærədɑks] [əv] [,krie'tɪvəti] 创造力的矛盾paradox of disclosure ['pærədɑks] [əv] [dɪs'kloʒɚ] 开放的矛盾paradox of identify ['pærədɑks] [əv], [aɪ'dɛntɪfaɪ] 身份的矛盾paradox of individuality ['pærədɑks] [əv] [,ɪndɪ,vɪdʒu'æləti] 个性的矛盾paradox of regression ['pærədɑks] [əv] [rɪ'ɡrɛʃən] 回归的矛盾partial productivity ['pɑrʃəl] [,prodʌk'tɪvəti] 部分生产率participative management [pɑ:'tisipə,tiv] ['mænɪdʒmənt] 参与式管理path-goal model [pæθ] [ɡol] ['mɑdl] 路径目标模型peer recruiter [pɪr] [rɪ'krʊtɚ] 同级招聘political action committees(PACs) [pə'lɪtɪkl] ['ækʃən] [kə'mitiz]政治活动委员会polycentric manager [pɑlɪ'sɛntrɪk] ['mænɪdʒɚ]多中心管理者portfolio framework [pɔrt'folɪo] ['fremwɝk] 业务组合框架portfolio investment [pɔrt'folɪo] [ɪn'vɛstmənt] 资产组合投资positive reinforcement ['pɑzətɪv] [,riɪn'fɔrsmənt] 正强化production flexibility [prə'dʌkʃən] [,flɛksə'bɪləti] 生产柔性profitability [,prɑfɪtə'bɪləti] 收益率; 赢利能力；利益率programmed decisions ['proɡr æ md] [dɪ'sɪʒən]程序化决策psychoanalytic view ['saɪko,ænl'ɪtɪk] [vju]精神分析法paradigm ['pærə'daɪm] 范式; 典范personal ratios ['pɝsənl] ['reʃoz]人员比例pooled dependence [puld] [dɪ'pɛndəns]集合性依存professional bureaucracy [prə'feʃənəl] [bjʊ'rɑkrəsi]专业官僚机构problem identification ['prɑbləm] [aɪ'dɛntəfə'keʃən]问题识别problemistic search ['prɔbləmistik] [sɝtʃ]问题搜寻population ecology model [,pɔpju'leiʃən] [ɪ'kɑlədʒi] ['mɑdl]种群生态模型public financing['pʌblɪk] [fɪ'nænsɪŋ]公共融资Q 4quality ['kwɑləti]质量quality circle ['kwɑləti] ['sɝkl] 质量圈question mark ['kwɛstʃən] [mɑːk] 问题类市场quid pro quo ['kwidprəu'kwəu] 交换物; 补偿物；相等物；交换条件；让步条件R 11rational approach ['ræʃnəl] [ə'protʃ] 理性方法rational model ['ræʃnəl] ['mɑdl] 理性模型rational-legal authority ['ræʃnəl] ['ligl] [ə'θɔrəti]理性—合法权威rational model of decision making ['ræʃnəl] ['mɑdl] [əv] [dɪ'sɪʒn] ['mek ɪŋ]理性决策模式realistic job preview(RJP) [,riə'lɪstɪk] [dʒɒb] ['pri'vjʊ]实际工作预览; 述评;reciprocal interdependence [rɪ'sɪprəkl] [,ɪntɚdɪ'pɛndəns] 相互依存性resource dependence ['risɔrs] [dɪ'pɛndəns] 资源依赖理论retention [rɪ'tɛnʃən] 保留reward system[rɪ'wɔrd] ['sɪstəm]薪酬体系routine technology [rʊ'tin] [tɛk'nɑlədʒi] 例行技术rules [rulz] 规则；条例S 39semivariable cost [,sɛmaɪ'vɛərɪəbl] [kɔst] 准可变成本sense of potency [sɛns] [əv] ['potnsi]力量感sensitivity training ['sɛnsə'tɪvəti] ['trenɪŋ]敏感性训练sexual harassment ['sɛʃʊəl] [hə'ræsmənt] 性骚扰short-run capacity changes ['ʃɔ:t'rʌn] [kə'pæsəti] [tʃendʒ] 短期生产能力变化single-strand chain ['sɪŋɡl] [strænd] [tʃen] 单向传言链situational approach [sɪtʃʊ'eʃənəl] [ə'protʃ] 情境方法situational force [sɪtʃʊ'eʃənəl] [fɔrs] 情境力量; 情境压力situational leadership theory [sɪtʃʊ'eʃənəl] ['lidɚʃɪp] ['θiəri] 情境领导理论sliding-scale budget ['slaɪdɪŋ] [skel] ['bʌdʒɪt] 移动规模预算small-batch production [smɔl] [bætʃ] [prə'dʌkʃən] 小规模生产sociotechnical approaches ['soʃiə 'tɛknɪkl] [ə'protʃiz]社会科技方法span of management [spæn] [əv] ['mænɪdʒmənt]管理幅度staff authority [stæf] [ə'θɔrəti] 参谋职权; 辅助权限standing plan ['stændɪŋ] [plæn]长设计划step budget [stɛp] ['bʌdʒɪt] 分步预算stewardship principle ['stuɚdʃɪp] ['prɪnsəpl] 管家原则stimulus ['stɪmjələs] 刺激storming ['stɔrmɪŋ] 激荡期;调整阶段strategic acquisitions[strə'tidʒɪk] [,ækwɪ'zɪʃən]战略并购strategic human resources[strə'tidʒɪk] ['hjumən] [ri'zɔ:siz]战略人力资源strategic maketing [strə'tidʒɪk] ['mɑrkɪtɪŋ]战略市场营销strategic management [strə'tidʒɪk] ['mænɪdʒmənt] 战略管理strategic partnering [strə'tidʒɪk] ['pɑrtnɚɪŋ]战略伙伴关系strategy formulation ['strætədʒi] [,fɔrmjə'leʃən] 战略制定strategy implementation ['strætədʒi] [,ɪmpləmɛn'teʃən] 战略实施strategic control [strə'tidʒɪk] [kən'trol] 战略控制strategic contingencies [strə'tidʒɪk] [kən'tɪndʒənsiz] 战略权变satisficing ['sætisfaisiŋ] 满意；满意法；满意度subsystems [sʌb 'sɪstəmz]子系统subunits [sʌb'junɪt] 子单位synergy ['sɪnɚdʒi]协同system boundary ['sɪstəm] ['baʊndri]系统边界structure dimension ['strʌktʃɚ] [daɪ'mɛnʃən] 结构性维度sequential interdependence [sɪ'kwɛnʃl] [,ɪntɚdɪ'pɛndəns]序列性依存; 相互依存self-directed team[,self di'rektid] [tim]自我管理型团队specialist ['spɛʃəlɪst] 专家；专门战略strategy and structure changes ['strætədʒi] [ənd] ['strʌktʃɚ] [tʃendʒz]战略与结构变革symptoms of structural deficiency ['sɪmptəm] [əv] ['strʌktʃərəl] [dɪ'f ɪʃənsi]结构无效的特征T 17tall hierarchies [tɔl] ['haɪə,rɑrki] 高长型科层结构task force or project team [tæsk] [fɔrs] [əv] ['prɒdʒekt] [tim] 任务小组或项目团队task independence [tæsk] [,ɪndɪ'pɛndəns]任务的内部依赖性task management [tæsk]['mænɪdʒmənt] 任务型管理task-oriented style [tæsk] ['orɪɛntɪd] [staɪl] 任务导向型管理风格team process [tim] ['prɑsɛs] 团队进程；团队合作total productivity ['totl] [,prodʌk'tɪvəti] 总生产率total quality management ['totl] ['kwɑləti] ['mænɪdʒmənt]全面质量管理trade agreement [treid] [ə'grimənt] 贸易协定；雇用合同；劳资协议training positions ['trenɪŋ] [pə'zɪʃənz]挂职培训training program ['trenɪŋ] ['proɡræm]培训程序transactional leaders [trænz'ækʃənl] ['lidɚz]交易型领导transformational leaders [,trænzfə'meʃənəl] ['lidɚz]变革型领导treatment discrimination ['tritmənt] [dɪ,skrɪmɪ'neʃən] 歧视待遇two-factory theory [tu] ['fæktri]['θiəri] 双因素理论two-boss employees [tu] [bɔs] [,ɛmplɔɪ'iz]双重主管员工technical or product champion ['tɛknɪkl] [ɔr] ['prɑdʌkt] ['tʃæmpɪən] 技术或产品的倡导者U 2unfreezing [ʌn'friz] 解冻unit production ['junɪt] [prə'dʌkʃən]单位产品V 11variation [,vɛrɪ'eʃən]变化；[生物] 变异，变种variety [və'raɪəti]变量valence ['veləns] 效价variable costs ['vɛrɪəbl] [kɔsts] 可变成本vertical communication ['vɝtɪkl] [kə,mjunɪ'keʃən] 纵向沟通vertical integration ['vɝtɪkl] ['ɪntə'greʃən] 纵向一体化vestibule training ['vɛstɪbjul] ['trenɪŋ] 仿真培训volume flexibility ['vɑljum] [,flɛksə'bɪləti] 产量的可伸缩性vertical linkage ['vɝtɪkl] ['lɪŋkɪdʒ]纵向连接venture team ['vɛntʃɚ] [tim] 风险团队value based leadership ['vælju] [best] ['lidɚʃɪp] 基于价值的领导W 7win-lose situation [wɪn] [luz] [,sɪtʃu'eʃən] 输赢情境win-win situation ['wɪn'wɪn] [,sɪtʃu'eʃən] 双赢情境workforce literacy ['wɝkfɔrs] ['lɪtərəsi]员工的读写能力work in progress [wɝk] [ɪn] ['prɑɡrɛs]在制品work flow redesign [wɝk] [flo] [,ridɪ'zaɪn] 工作流程再造成work flow automation [wɝk] [flo] [,ɔtə'meʃən]工作流程自动化whistle blowing ['wɪsl] ['bloɪŋ]揭发;举报Z 2zero-sum ['ziro'sʌm]零和；零和博弈zone of indifference(area of acceptance) [zon] [əv] [ɪn'dɪfrəns]（['ɛr ɪə] [əv] [ək'sɛptəns]）无差异区域(可接受区域)。
工商管理专业外文翻译--企业公民的阶段
外文原文Stages of Corporate CitizenshipBusiness leaders throughout the world are making corporate citizenship a key priority for their companies.1 Some are updating policies and revising programs; others are forming citizenship steering committees, measuring their environmental and social performance, and issuing public reports. Select firms are striving to align staff functions responsible for citizenship and move responsibility—and accountability—into lines of business. Vanguard companies are trying to create a broader market for citizenship and offer products and services that aim explicitly to both make money and make a better world.Amid the flurry of activity, many executives wonder what’s going on and worry whether or not their myriad citizenship initiatives make sense. Is their company prepared to take appropriate and effective actions on transparency, governance, community economic development, work-family balance, environmental sustainability, human rights protection, and ethical investor relationships?Is there any connection between, say, efforts in risk management, corporate branding, stakeholder engagement, supplier certification, cause related marketing, and employee diversity? Should there be? Studies conducted by the Center for Corporate Citizenship at Boston College suggest that the balance between confusion and coherence depends very much on what stage a company is in its development of corporate citizenship.Comparative neophytes, for instance, often lack understanding of these many aspects of corporate citizenship and have neither the expertise nor the machinery to respond to so many diverse interests and demands. Their chief challenges are to put citizenship firmly on the corporate agenda, get better informed about stakeholders’ concerns, and take some sensible initial steps.At the other extreme are companies that have already made a full-blown foray into citizenship. Their CEO is typically leading the firm’s position on social and environmental issues, and their Board is fully informed about company practices. Should these firms want to move forward, they might next try to connect citizenship to corporate branding and everyday employees through a “live the brand” campaign like those at IBM and Novo Nordisk or establish citizenship objectives for line managers, as DuPont and UBS have done.When it comes to making sense of corporate citizenship, much depends on what acompany has accomplished to date and how far it wants (and has to) go. The Center’s surveys of a random sample of American businesses find that roughly ten percent of company leaders don’t understand what corporate citizenship is all about. On the other end of the spectrum, not quite as many firms have integrated programs and are setting new standards of performance. In the vast majority in between, there is a wide range of companies in transition whose knowledge, attitudes, structures, and practices represent different degrees of understanding of and sophistication about corporate citizenship.Knowing at what stage a company is, and what challenges it faces in advancing citizenship, can clear up an executive’s confusion about where things stand, frame strategic choices about where to go, aid in setting benchmarks and goals, and perhaps speed movement forward.Stages of DevelopmentWhat does it mean that a company is at a “stage” of corporate citizenship?The general idea—found in the study of children, groups, and systems of all types, including business organizations—is that there are distinct patterns of activity at different points of development. Typically, these activities become more complex and sophisticated as development progresses and therefore capacities to respond to environmental challenges increase in kind. Piaget’s developmental theory, for example, has children progress through stages that entail more complex thinking and finer judgments about how to negotiate the social world outside of themselves. Similarly, groups mature along a developmental path as they confront emotional and task challenges that require more socially sensitive interaction and sophisticated problem solving.Greiner, in his groundbreaking study of organizational growth, found that companies also develop more complex ways of doing things at different stages of growth. They must, over time, find more direction after their creative start-up phase, develop an infrastructure and systems to take on more responsibilities, and then “work through” the challenges of over-control and red-tape through coordination and later collaboration across work units and levels.Development of CitizenshipThere are a number of models of “stages” of corporate citizenship. On a macro scale, for example, scholars have tracked changing conceptions of the role of business in society as advanced by business leaders, governments, academics, and multi-sectorassociations. They document how increasingly elaborate and inclusive definitions of social responsibility, environmental protection, and corporate ethics and governance have developed over recent decades that enlarge the role of business in society. Others have looked into the spread of these ideas into industry and society in the form of social and professional movements.At the level of the firm, Post and Altman have shown how environmental policies progressively broaden and deepen as companies encounter more demanding expectations and build their capability to meet them. In turn, Zadek’s case study of Nike’s response to challenges in its supply chain highlights stages in the development of attitudes about social responsibilities in companies and in corporate responsiveness to social issues. Both of these studies emphasize the role of organizational learning as conceptions of company responsibilities become more complex at successive stages of development, action requirements are more demanding, and the organizational structures, processes, and systems used to manage citizenship are more elaborate and comprehensive.What such firm-level frameworks have not fully addressed are the generative logic and mechanisms that drive the development of citizenship within organizations. Here we consider the development of citizenship as a stage-by-stage process where a combination of internal capabilities applied to environmental challenges propels development forward in a m ore or less “normal” or normative logic.Greiner’s model of organizational growth illustrates this normative trajectory. In his terms, the development of an organization is punctuated by a series of predictable crises that trigger responses that move the organization forward. What are the triggering mechanisms? They are tensions between current practices and the problems they produce that demand a new response from a firm. For instance, creativity, the entrepreneurial fire in companies in their first stage, also generates confusion and a loss of focus that can stall growth. This poses a “crisis of leadership” that is resolved—and a stage of orderly growth results—once the firm gains direction, often under new leadership and with more formal structures. A later tension between delegation and its consequences, sub-optimization and inter-group conflict, triggers a “crisis of control” and moves toward coordination. In development language, companies in effect “master” these challenges by devising progressively more effective and elaborate responses to them.The model presented here is also normative in that it posits a series of stages in thedevelopment of corporate citizenship. The triggers for movement are challenges that call for a fresh response. These challenges center initially on a firm’s credibility as a corporate citizen, then its capacities to meet expectations, the coherence of its many subsequent efforts, and, finally, its commitment to institutionalize citizenship in its business strategies and culture.Movement along a single development path is not fixed nor is attaining a penultimate “end state” a logical conclusion. This means that the arc of citizenship within any particular firm is shaped by the socio-economic, environmental, and institutional forces impinging on the enterprise. This effect is well documented by Vogel’s analysis of the “market for virtue” where he finds considerable variability in the business case for citizenship across firms and industries and thus limits to its marketp lace rewards. Notwithstanding, a company’s response to these market forces also varies based on the attitudes and outlooks of its leaders, the design and management of its citizenship agenda, and firmspecific learning. Thus, there are “companies with a conscience” that have a more expansive citizenship profile and firms that create a market for their good works.Dimensions of CitizenshipTo track the developmental path of citizenship in companies, we focus on seven dimensions of citizenship that vary at each stage:Citizenship Concept: How is citizenship defined? How comprehensive is it? Definitions of corporate citizenship are many and varied. The Center’s concept of citizenship considers the total actions of a corporation (commercial and philanthropic). Bettignies makes the point that terms such as citizenship and sustainability incorporate notions of ethics, philanthropy, stakeholder management, and social and environmental responsibilities into an integrative framework that guides corporate action.Strategic Intent: What is the purpose of citizenship in a company? What it is trying to achieve through citizenship? Smith observes that few companies embrace a strictly moral commitment to citizenship; instead most consider specific reputational risks and benefits in the market and society and thereby establish a business case for their efforts. Rochlin and Googins, in turn,see increasing interest in an “inside-out” framing where a value proposition for citizenship guides actions and investments. Leadership: Do top leaders support citizenship? Do they lead the effort? Visible, active, top level leadership appears on every survey as the number one factor drivingcitizenship in a corporation. How well informed are top leaders are about citizenship, how much leadership do they exercise, and to what extent do they “walk the talk”? Structure: How are responsibilities for citizenship managed? A three-year indepth study of eight companies in the Center’s Executive Forum on Corporate Citizenship found that many progressed from managing citizenship from functional “islands” to cross-functional committees and that a few had begun to achieve more formal integration through a combination of structures, processes, and systems.Issues Management: How does a company deal with citizenship issues that arise? Scholars have mapped the evolution of the public affairs office in corporations and stages in the management of public issues. How responsive a company is in terms of citizenship policies, programs, and performance?Stakeholder Relationships: How does a company engage its stakeholders? A wide range of trends—from increased social activism by shareholders to an increase in the number of non-governmental organizations (NGOs) around the world—has driven major changes in the ways companies communicate with and engage their stakeholders.Transparency: How “open” is a company about its financial, social, and environmental performance? The web sites of upwards of 80% of Fortune 500 companies address social and environmental issues and roughly half of the companies today issue a public report on their activities.Citizenship at Each StageThe model in Figure 1 presents the stages in the development of corporate citizenship along these seven dimensions. We illustrate each stage with selected examples of corporate practice. (Note, however, that we are not implying that these companies currently operate at that stage; rather, at the times noted, they were illustrative of citizenship at that development stage.) A close inspection of these companies reveals instances where they had a leading-edge practice in some dimensions but were less developed in others. This should come as no surprise. For example, the pace of a child’s physical, mental, and emotional development is seldom uniform. One facet typically develops faster than another. In the same way, the development of group and organizational capabilities is uneven. Firm-specific forces in society, industry dynamics, and other environmental influences feature in how citizenship develops within a firm.Stage 1. ElementaryAt this base stage, citizenship activity in a company is episodic and its programs are undeveloped. The reasons are straightforward: scant awareness of what corporate citizenship is all about, uninterested or indifferent top management, and limited or one-way interactions with external stakeholders, particularly in the social and environmental sectors. The mindset in these companies, and associated policies and practices, often centers on simple compliance with laws and industry standards.Responsibilities for handling matters of compliance in these firms are usually assigned to the functional heads of human resources, the legal department, investor relations, public relations, and community affairs. The job of these functional managers is to make sure that the company obeys the law and to keep problems that might arise from harming the firm’s reputation. In many cases, they take a defensive stance toward outside pressures—e.g., Nike’s dealings with labor activists in the early 1990s.Some corporate leaders, for example, have espoused economist Milton Friedman’s notion that their company’s obligations to society are solely to“make a profit, pay taxes, and provide jobs.”20 Others, particularly those heading smaller and mid-size businesses, comply willingly with employment and health, safety, and environmental regulations but have neither the resources nor the wherewithal to do much more for their employees, communities, or society.Former General Electric CEO Jack Welch is an exemplar of this principled big-business view. “A CEO’s primary social responsibility is to assure the financial success of the company,” he says. “Only a healthy, winning company has the resources and capability to do the right thing.”21GE’s financial success over the past two decades is unquestioned. However, the company’s reputation suffered toward the end of Welch’s tenure when it was revealed that that one of its business units had discharged tons of the toxic chemical PCB into the Hudson River. When challenged, Welch was defensive and pointed out that GE had fully complied with then existing environmental protection laws.This illustrates one of the triggers that move a company forward into a new stage of citizenship. Welch’s sta nce was plainly out of touch with changing expectations of corporate responsibilities and the contradiction between GE’s success at wealth creation and loss of reputation was palpable. Welch’s successor,Jeffrey Immelt, reversed this course, accepted at least partial financial responsibility for the clean up, and thereafter reprioritized citizenship on the company’s agenda.中文译文企业公民的阶段全世界的商界领袖都认为企业公民是他们公司的一个优先环节。
THE COMPANIES ORDINANCE香港公司章程中英文
THE COMPANIES ORDINANCE (CHAPTER 32)公司条例(香港法例第32章)Private Company Limited by Shares私人股份有限公司MEMORANDUM OF ASSOCIATIONOFJUST& UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATIONLIMITED中正财经法律翻译有限公司的组织章程大纲First:- The name of the Company is " JUST & UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED”、Second:- The Registered Office of the Company will be situated in Hong Kong、Third: -The liability of the Members is limited、Fourth:- The Share Capital of the Company is HK$10,000、00 divided into 10,000 shares of HK$1、00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights or to any conditions or restrictions and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained、第一:公司名称为“中正财经法律翻译有限公司”。
公司理财(罗斯)第1章(英文
03 Valuation Basis
The concept and significance of valuation
要点一
Definition
Valuation is the process of estimating the worth of an asset or a company, typically through the use of financial metrics and analysis.
The Time Value of Money
ACCA P1 第一部分 scope of corporate governance 背书笔记
考试 5 10 18解决agency problem 可以说成是reduce agency costDirector常说的话11点Accountability is a key relationship between two or more parties. It implies that one party is accountable to, or answerable to, another. This means that the accountable entity can reasonably be called upon to explain his, her or its actions and policies.This means that the accountable party can be held to account and may be required to actually give an account. This has the potential to influence the behaviour of the accountable party, in this case Hayho, because of the knowledge that they will have to answer for it when they give that account.Whilst it is clear that the board is accountable to the shareholders as stewards of their investment, it may be the case, nevertheless, that the board may need to account to WB because of its influence among politicians and in wider society, as outlined below.目录第一章Scope of corporate Governance (5)1.Definition and Concepts of corporate governance (5)1.1 Definition of corporate governance(两点) (5)1.2 Purpose of corporate governance (POSIA) (5)1.3 Concept of good corporate governance frameworks (5)2. Agency theory (6)2.1 Definition of agency relationship (6)2.2 Accountability and fiduciary duty（对象不同）CPBOS (6)2.3 Agency in the context of corporate governance (7)2.4 Agency problems and agency costs (7)<1> Agency problems in delegation（2定义4原因） (7)<2> Agency costs 控制监控成本 (7)<3> Resolving the agency problem: alignment of interest（4点） (7)2.5 Transaction costs theory（按照买东西的三个顺序来想三个cost） (8)3. Stakeholders theory (8)3.1 Definition and components of stakeholders (8)3.2 Classifications of stakeholders（四种） (8)3.3 Stakeholder theory（4点2个不同的view） (9)3.4 Role and interest of stakeholders (9)3.4.1 Internal stakeholder（都是讲自己的利益） (9)3.4.2 External stakeholder（自己的利益和公司的利益） (11)3.5 Institutional investors (12)<1> Definition (12)<2> Four types of institutional investor: (12)<3> Role of institutional investors (13)<4> Means of exercising institutional investor’s i nfluence (13)<5> problems (13)3.6 Stakeholder power interest Matrix (Mendelow)三个选择防止进化策略4个问题 (13)3.7 Compare stakeholder theory with agency theory and company law (14)4 Major issues in corporate governance (15)第二章Approaches to corporate governance (15)1. Distinguish between public company, private company and NPO (15)<1> Principal stakeholders and accountability (15)<2> Monitor and disclosure (16)<3> Structure of board (corporate governance) (16)<4> Transparency (16)2. Principles-based approach and rules-based approach (16)2.1 Principles-based approach (16)<1> Feature: (16)<2> Advantage（flexible三点emphasis三点再加定义开始两点） (17)<3> Disadvantage （5点） (17)<4> Application (17)<5> Example (17)2.2 Rules-based approach(compliance三点) (18)3. Influence of ownership system (18)3.1 Insider system (18)3.2 Outsider system (19)4. Relevant Codes (19)4.1 Driving forces of development of corporate governance codes （5点） (19)4.2 Developments of corporate governance codes (20)4.2.1 UK codes (20)4.2.2 US codes (Sarbanes-Oxley Act) (21)<1> Background: the Enron Scandal (21)<2> Detail provisions 9点关键改变点6点 (21)<5> Criticisms of SOX （3点） (23)4.2.3 King report of South Africa (23)4.2.4 Singapore code of corporate governance (23)4.3 International corporate governance codes (24)4.3.1 OECD Guidance 2004 (the Organization for Economic Co-operationand Development) (24)<1> Objectives (24)<2> Principles (24)a. The rights of shareholders (24)b. The equitable treatment of shareholders (24)c. The role of stakeholders (24)d. Disclosure and transparency (25)e. The responsibilities of the board (25)4.3.2 ICGN report 2005 (International Corporate Governance Network) (25)4.3.3 Convergence of international guidance (26)4.3.4 Advantage of international codes (26)4.3.5 Limitations of international codes 4点 (27)4.3.6 Contribution of international codes（5点） (27)4.3.7 Impact of corporate governance codes (27)第三章Principles and Best Practices (27)1. The board of directors (27)1.1Roles and responsibilities (27)1.2 Board structure and members (28)1.2.1 Composition and structure of board (28)<1> Composition (28)<2> Attributes and skills of broad (29)<3> Balance of board （diversity的优点gender diversity的优点quota的优缺点） (29)<4> Unitary boards and Two – tier boards (29)1.2.2 Broad members – chairman and CEO (30)<1> Chairman（7点从收到信息） (30)<2> CEO （6点） (30)<3> Division of responsibilities between chairman and CEO （6点） (31)<4> Alternative arrangement (31)1.2.3 Broad members –NEDs (no executive / managerial responsibilities) (32)<1> Purposes of NEDs (32)<2> Role of NEDs – Higgs report (32)<3> Number of NEDs (32)<4> Independent of non-executive directors （5点safeguard） (32)<5> Advantages of NEDs （根据4点role来扩展） (33)<6> Problems of NEDs （7点） (34)1.3 Legal and regulatory framework of director (34)1.4 Introduction and CPD (Continuing professional development) of directors . 351.5 Performance evaluation of directors (36)2. Broad committee (37)2.1 Brief introductions of broad committee (37)2.2 Nominations Committee （6点） (38)2.3 Remuneration committee (38)<1> Consideration of remuneration committee 3 (38)<2> Role and function of remuneration committee 4 (39)2.4. Directors’ remuneration (39)<1> Purpose of director’s remuneration (39)<2> Remuneration policy (39)<3> Remuneration packages – Linking remuneration to company strategy: 6个 (39)<4> Other consideration associated with directors’ remuneration （9点） (40)3. Corporate governance: reporting and disclosure (41)3.1 Communication with shareholders (41)<1> General principles (41)<2> AGM (Annual General Meeting) (41)<3> EGM (Extraordinary General Meeting) (41)<4> Proxy votes (42)3.2 Disclosure with shareholders (annual report) (42)<1> General principles (42)<2> Specific requirement (combined code 2003) (42)<3> Mandatory and voluntary disclosure (43)a. Definition (43)b. Examples of voluntary disclosure (43)c. The reasons for voluntary disclosure (43)d. The principles of voluntary disclosure (44)第一章Scope of corporate Governance1.Definition and Concepts of corporate governance1.1 Definition of corporate governance(两点)<1> A set of relationships between the company’s directors, its shareholders and other stakeholders<2> The system by which organizations are directed and controlled, in theinterests of shareholders and stakeholders1.2 Purpose of corporate governance (POSIA)<1> Set best practice guidelines, provide a framework for an organizationto pursue its strategy in an ethical and effective way.<2> Operate an adequate and appropriate system of control for risk management.<3> Attract new investment and safeguard resources owned by investorsin a company.<4> Improve corporate performance and accountability, increase shareholder’s value.1.3 Concept of good corporate governance frameworks<1> Fairness: balanced by taking into account all stakeholders and respecting their rights and views.<2> Openness/transparency: voluntary disclosure (above the minimumrequired by law) of reliable information to stakeholders in F/S, managementreport and other communication media, set transparent relationship with shareholders to reduce agency cost.<3> Independence: need for independent non-executive directors who caneffective monitor the company and promote the interest of shareholder and stakeholder (free from conflicts of interest).<4> Probity/honesty: telling the truth and not misleading.<5> Responsibility: use a system to allow corrective action and penalizing mismanagement, accept liability in decisions making, set the company on theright path<6> Accountability: directors should answerable for consequence of theiractions, to shareholders and stakeholders<7> Reputation: public perception or expectations. The price of publiclytraded shares is often dependent on reputation and reputation is often avery valuable asset of the organization.<8> Judgment: making decisions that enhance the prosperity of the organization.<9> Integrity:straightforward dealing and completeness, F/S should behonest and give a true and fair view of the company.2. Agency theory2.1 Definition of agency relationship“A contract under which one or more persons (the principals) engageanother person (the agent) to perform some service on their behalf which involves delegation some decisions making authority to the agent.”<1> Agents: one person is employed by others (principal) to carry out atask on their behalf.<2> Principles: one person employs others (agent) to carry out a task onhis behalf.<3> Agency is acting on behalf of another (principal) in dealing with others.2.2 Accountability and fiduciary duty（对象不同）CPBOS<1> Accountability: in the context of agency, means that the agent is answerable under the contract to his principal and must account for the resources of his principal and the money he has gained working on his principal’s behalf.<2> Fiduciary duty: a duty imposed upon certain persons because of theposition of trust and confidence in which they stand in relation to another. (Directors own a fiduciary duty to the company not to individual shareholders)a. Full disclosure of information held by the fiduciary (agent)b. A strict duty to account for any profit received as a result of the relationshipc. A duty to avoid conflicts of interest<3> Accountability in agency theory and corporate governancea. Performance: agent has a contractual obligation to perform agreed legaltask with reward be paid.b. Obedience: agent must act strictly in accordance with his principal’slawful and reasonable instruction.c. Skill: agent should maintain the standard of professional skill and care.d. Personal performance: agent owes a duty to perform his task himselfand not to delegate, except a few special circumstances (required by law, etc)e. No conflict of interest: agent owes a duty not to conflict of interest withhis principal.f. Confidentiality: agent must keep confidence with principal’s affairs evenafter the agency relationship has ceased.g. Benefit: agent must hand over all benefit to his principal unless it isallowed to retain.2.3 Agency in the context of corporate governance2.4 Agency problems and agency costs<1> Agency problems in delegation（2定义4原因）a. The principal and agent have a conflict of interest, or they have differentattitude in risk management.b. It is difficult and expensive for the principal to verify what the agent isactually doing (introduce mechanisms to control; spend time, money andresource to monitor).<2> Agency costs 控制监控成本a. The principal spend time, money and resources to monitor the activitiesof agents. (Information Asymmetry)b. To introduce mechanisms to control the activities of the agent<3> Resolving the agency problem: alignment of interest（4点）a. Profit-relate pay / economic value added payb. Reward manager with shares: management buy-in/buy-out, managersbecome joint owner-managers.c. Executive share option (ESOPs):increase in company value lead toincrease in share price.d. Monitoring mechanisms (monitor mangers’behavior): NEDs,management audit, additional report, and significant shareholder engagement.2.5 Transaction costs theory（按照买东西的三个顺序来想三个cost）<1> Definition: companies try to keep as many transactions as possiblein-house (vertical integration) in order to reduce uncertainties aboutdealing with suppliers (purchase price and quality).a. Search and information costs (find the supplier)b. Marketing, bargaining and decision costs (purchase component)c. Policing and enforcement costs (monitor quality)<2> Relationship with agency theorya. Difference: transaction costs theory focus on opportunistic; agencytheory focus on agency problem and costsb. Similar: they all deal with conflict of interest, managers should pursue shareholders’best interests rather than their own3. Stakeholders theory3.1 Definition and components of stakeholders<1>Definition: any entity (person, group or possibly non-human entity) thatcan affect or be affected by the actions or policies of an organization. It is abi-directional relationship. Each stakeholder group has different expectationsabout what it wants and different claims upon the organization.<2>Components: directors; employee; suppliers; customers; bank; lenders; regulators; government; community and environmental pressure groups, etc.3.2 Classifications of stakeholders（四种）<1> Internal, connected, and external stakeholdersa. Internal: employees, managementb. Connected: shareholder, customers, suppliers, competitors, trade unionsc. External: government, the public, pressure group, opinion leaders<2> Narrow and wide stakeholders (affected by the organization’s strategy,how much the organization affects the stakeholder)a. Narrow (most affected): managers, employees, supplies, dependent customers, shareholdersb. Wide (less affected): government, wide community, less dependent customers<3> Primary and secondary stakeholders (level of participation will affect the company’s continuing as a going concern or not, how much the stakeholder affected the organization)a. Primary (most affected): customers, suppliers, governmentb. Secondary (less affected): broad communities, management<4> Active and passive (seek to participate in the organization’s activities)a. Active: managers, shareholders, regulators or pressure groupsb. Passive: shareholders, local communities, government3.3 Stakeholder theory（4点2个不同的view）<1> Content of stakeholder theorya. Stakeholders’ contribution and requirement: stakeholders contributefor company’s development and expect the company to satisfy their interest.b. Different goals and claims of stakeholder: each stakeholder group has different goals and expectations, so they have different claim upon the organization.c. Company’s corporate responsibility: companies should take corporate accountability to not only shareholder but also a broad range of stakeholder.d. Manager’s reconciliation of conflict of interest: management, as agent to all other stakeholders, should try to reconcile the competing interests of stakeholders based on maximum of long-term value. (Mendelow Matrix)<2>Stakeholders’ claima. Definition: what does stakeholder want from an organization?b. The legitimacy of each stakeholder’s claim will depend on your ethical and political perspective on whether certain groups should be considered as stakeholders.<3> Different views of organizations’ reaction to stakeholder concernsa. Instrumental view –mainly economic/legal responsibilities with the aim of maximizing profits and no moral standpoint of its own. (Company believes fulfilling the responsibility to stakeholders will increase their profits.)b. Normative view –ethical/philanthropic responsibilities as well as economic/legal, and have moral duties toward stakeholders. Company accepts a responsibility to sustain social cohesion.3.4 Role and interest of stakeholders3.4.1 Internal stakeholder（都是讲自己的利益）<1>Directora. Roles:(a) Executive director responsible for corporation management of the company(b) NEDs focus on monitor and control company in best interest of stakeholdersb. Interests:(a) Remuneration package(b) Status/reputation/power<2> Company secretarya. Roles:(a) Ensure compliance with company laws and regulations and keep board members informed of their legal responsibilities(b) Attend meetings and prepare minutes to follow up, administer company’s affairs(c) Help board to deal with corporate governance matters and improve corporate governance of listed companyb. Interests:(a) Remuneration package(b) Security and job stability(c) Career path and development(d) Status/position<3> Sub-board managementa. Roles:(a) Day to day running of business and implement board policies(b) Risk management and internal control of the company(c) Concern with corporate governance and report to board of directorb. Interests:(a) Remuneration package(b) Security and job stability(c) Career path and development(d) Status/position<4> Employeesa. Roles:(a) Implementation of strategy and comply with the corporate governance systems in place and adopt appropriate culture(b) Perform routine activities and comply with internal controls(c) Give feedback, report breaches to senior management or boardb. Interests:(a) Remuneration package(b) Security and job stability(c) Career path and development(d) Status/position<5> Trade unions（公会）a. Roles:(a) Distribute information to employee and protect employee interests(b) Secure employee benefit and enforce government regulations/employee legislations, e.g. protection of whistleblowersb. Interests:(a) Influence/ power/impact3.4.2 External stakeholder（自己的利益和公司的利益）<1> Suppliersa. Roles:(a) Provide material as operation input, giving financial credit through discount and extension of payment periodb. Interests:(a) Profitable sales, payment of goods, long-term relationship(b) Cost and quality of materials, reliability of delivery<2> Customer:a. Roles:(a) Realize company value through purchase of its productb. Interests:(a) Value for money of goods and services (material needs and deeper moral needs)(b) Customer power increase and take their business elsewhere<3> Auditorsa. Roles:(a) Independent review of company’s F/S (whether it’s give a true and fair view)(b) Increase investors’confidence (together with company’s auditor committees and effective accounting standard)b. Interests:(a) Audit fees(b) Reputation(c) Quality of relationship(d) Compliance with audit requirements<4> Regulatorsa. Roles:(a) Establish rules and standards(b) Carry out inspections and audit to maintain shareholder/stakeholder confidenceb. Interests:(a) Compliance with regulations<5> Governmenta. Roles:(a) Control of taxes regulations(b) Establish and determine the overall regulatory and control climate (laws) in a country(c) Provide funds or offer tax incentives to encourage investment(d) Influence companies and the relationship between companies.b. Interests:(a) Compliance with laws(b) Taxes revenue(c) Level of employment(d) Social and environment responsibility<6> Stock exchangea. Roles:(a) Provide a means for companies to raise money and invertors to transfer shares(b) Establishing rules and regulations for listed company, impact the way corporate governance is implementedb. Interests:(a) Compliance with rules and regulations<7> Institutional investorsa. Roles:(a) Monitoring and performance(b) Intervention to improve good corporate governanceb. Interests:(a) Security of funds invested(b) Value of shares and dividend payments(c) Timely information received from company<8> Small investorsa. Roles:(a) Limited power and influenceb. Interests:(a) Maximization of shareholders’ value(b) Be treated equally3.5 Institutional investors<1> DefinitionInstitutional investors manage funds invested by individuals<2> Four types of institutional investor:a. Pension fundsb. Insurance companiesc. Investment and unit trust (set up to invest in portfolios of share)信托基金d. Venture capital organization (invest in expending companies)<3> Role of institutional investorsa. Monitoring performance (voting on the board, attending meeting, contributing to decision making and corporate governance)b. Intervention (unsuitable or risky strategy; poor operational performance;NEDs failing to hold management to account; major failures in internal controls;failure to comply with laws and regulations or governance codes; excessivelevels of directors’remuneration; poor attitudes towards corporate social responsibility)<4> Means of exercising institutional investor’s influencea. One-to-one meeting to discuss strategy, whether objectives are being achieved, how the company is achieving its objectives, the quality of management.b. Voting (in AGM or EGM)c. List of underperforming companiesd. Contributing to corporate governance rating system (that measure key corporate governance performance indicators such as number of NEDs, role ofthe broad and the transparency of the company)<5> problems3.6 Stakeholder power interest Matrix (Mendelow)三个选择防止进化策略4个问题<1> Power/Interest matrixa. The framework is often used to understand the influence that each stakeholder has over an organization’s objectives and strategy.b. It estimates which stakeholders have the most influence by evaluatingeach stakeholder’s individual power and interest to the organization’s affairs.The stakeholders with the highest combination of power and interest are likelyto be those with the most actual influence over objectives.c. It describes the political context within which an individual strategy wouldbe pursued by classifying stakeholders in two dimensions:(a) The power they hold(b) The extent to which they are likely to show interest in supporting or opposing a particular strategy<2> The matrix indicates the type of relationship which organizations typically might establish with stakeholder groups in the different quadrantsa. Segment A: minimum effort (such as small investors)b. Segment B: keep informed, they have limited ability to influence strategybut they can influence more powerful stakeholders by lobbying (such as community representatives)c. Segment C: keep satisfied, they can move to segment D so that theyshould be treated with care (such as large institutional shareholders)d. Segment D: key player, they participate in decision making and strategymust be accepted by them (such as major customer)<3> Two steps in completing the matrix:a. Place the stakeholder in the appropriate quadrant of the matrixb. Assess their attitude with ‘+’or ‘-’<4> Each of these group has three basic choices:a. Loyalty. They can do as they are told.b. Exit. E.g. by selling their shares, or get a new jobc. Voice. They can stay and change the system. Those who choose voiceare those who can influence the organization<5> Scholes (1998) suggests the following strategies to deal with each quadrant:a. Segment A –Direction(a) Lack of interest and power(b) Open to influence(c) Normally accept what they are told and follow instructionsb. Segment B –Education / Communication(a) For supportive stakeholders: may lobby others to support the strategy(b) For dissenters: stop them joining forces with more powerful dissentersin C or Dc. Segment C –Intervention / Persuasion(a) Keep the occupants satisfied to avoid them gain interests and shiftinginto D(b) Reassuring them of the likely outcomes of the strategy well in advanced. Segment D –Participation(a) Major drivers of change or major opponents(b) Firstly education / communication , then discuss the implementationissues3.7 Compare stakeholder theory with agency theory and company law<1> Agency theory: Agent (manager) and principal (shareholders); Makeas much money as possible, in the interest of the owners.<2> Company law: managers have fiduciary and legal obligations to maximize shareholder wealth.<3> Stakeholder theory: Managers as agents to all other stakeholders, tryto reconcile their interests; emphasis on the ethical and social responsibility.4 Major issues in corporate governance<1> Duty of directors: fiduciary duty to act in the best interests of the company, use their power properly, avoid conflict of interest and exercise a dutyof care<2> Composition and balance of the board: balance in member (directorand NEDs), skills and talents (specialist), level and age (help succession planning)<3> Reliability of financial reporting and external auditors: together withexternal auditors, greater regulation of practices led to greater transparency andreduces the risk of investors<4> Directors’remuneration and rewards: corporate governance codesavoid directors being paid excessive salaries and bonuses<5> Responsibility of the board for risk management and internal control system: set up adequate system for measurement and reporting of risk<6> Right and responsibility of shareholder: shareholders should have theright to receive all material information which may affect the value of their investment and to vote on measures affecting the organization’s governance<7> Corporate social responsibility and business ethics: mutual benefit relationship between company and shareholder create sustained businesssuccess and steady long-term growth in corporate value<8> Public and non-governmental corporate governance: governance andnon-governance bodies should also apply corporate governance (integrity, supervise, ensure appropriate control and risk management and reporting system)第二章Approaches to corporate governance1. Distinguish between public company, private company and NPO<1> Principal stakeholders and accountabilitya. Public company: Shareholdersb. Private company: Shareholdersc. NPO: Donors, fund providers, regulators, general public, members<2> Monitor and disclosurea. Public company: F/S financial statementb. Private company: F/Sc. NPO: F/S, other financial and non-financial measures<3> Structure of board (corporate governance)a. Public company: Executive directors and NEDs, appointment throughformal process in line with governance requirementsb. Private company: Executive directors, appointment may be the result of shareholding or other recruitment processed.c. NPO: Executive board and stakeholder board, appointments through recruitment or recommendation process<4> Transparencya. Public company: In line with corporate governance requirementb. Private company: Limited disclosure requirementc. NPO: Limited disclosure requirements due to methods of funding, but itmust ensure all funds are used appropriately, in accordance with organizations’objective and corporate governance requirement.2. Principles-based approach and rules-based approach2.1 Principles-based approach<1> Feature:a. Focus on objectives of good corporate governance, rather than the mechanism by which those objectives will be achievedb. Works on a comply or explain bases, companies should act in accordingwith the principles and guidelines laid down in the code, otherwise they shouldexplain the reason and level that they have not apply。
CORPORATEGOVERNANCE集思广益坚持贯彻正确的
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CORPORATE GOVERNANCE
安本 隆晴
外部监事
柳井先生是一位心怀高远的经营者。他为未来描绘 出目标，并致力培养大批能够迅速共同向该目标迈进的 经营者和员工。经营方式没有正确答案，重要的是要思 考如何能有效利用人力、物力、资金和信息等资源。今后 我将一如既往地做一个严厉的监督者，为 FR 提供有建 设性的意见和提议，使其成长为更优秀的企业。
2012年11月就任本公司外部董事。 曾任麦肯锡公司董事，现为日本一桥大学研究生院国际企业战略研究科教授、波士顿咨询集 团高级顾问、NEC Capital Solutions 株式会社外部董事、株式会社电装外部董事、味之素 株式会社外部董事
以不同的视角建言献策
迅销集团（FR）正在经历一个不同于以往任何时期的全新阶段。随着全球化 的脚步快速拓展，公司在海外将可能面对意想不到的问题或新课题。FR 是一家 兼具速度和执行力的企业，公司监事肩负着支持企业成长的职责，同时，更加重 要的是，协助企业以各种不同的角度思考问题，从而避免不必要的经营风险。我 将不断纠正错误，不惜余力地为 FR 的经营体制提供全力支持。
2005年11月就任本公司外部董事。 历任日棉实业（现更名为双日）株式会社总裁，双日控股（现更名为双日）株式会社董事长兼共 同首席执行官。现为前田建设工业株式会社、纺织企业 Unitika 株式会社外部董事
致力提升企业价值
持续保持高速成长步伐的迅销集团今后检讨是否进行 M&A（企业并购）的 机会将越来越多。因此，董事会能否严格履行风险提示职能就显得尤为重要。我 将 根 据 本 身 积 累 的 经 验，对“ 资 本 市 场 如 何 看 待 迅 销 集 团 的 企 业 价 值 ”进 行 客 观 评价，并就如何提升企业价值提出建议。
管理学常用英文单词
Aaccess discrimination 进入歧视action research 动作研究adjourning 解散adhocracy 特别结构administrative principle 管理原则artifacts 人工环境artificial intelligence 人工智能工巧匠avoiding learning 规避性学习ambidextrous approach 双管齐下策略Bbalance sheet 资产负债表BCG matrix 波士顿咨询集团矩阵bona fide occupation qualifications 善意职业资格审查bounded rationality 有限理性bureaucracy 官僚机构benchmarking 标杆瞄准bounded rationality perspective 有限理性方法boundary—spanning roles 跨超边界作用CComputer—aided design and computer—automated manufacturing(CAD/CAM）计算机辅助设计与计算机自动生产confrontation 对话consortia 企业联合change agent 变革促进者chaos theory 混沌理论charismatic leaders 魅力型领导者charity principle 博爱原则coercive power 强制权cohesiveness 凝聚力collaborative management 合作型管理comparable worth 可比较价值competitive benchmarking 竞争性基准confrontation meeting 碰头会constancy of purpose 永久性目标contingency approach 权变理论corporate social performance 公司社会表现corporate social responsibility公司社会责任corporate social responsiveness公司社会反应critical incident 关键事件current assets 流动资产current liabilities 流动负债culture strength 文化强度creative department 创造性部门craft technology 技艺性技术contextual dimension 关联性维度continuous process production 连续加工生产collectivity stage 集体化阶段clan control 小团体控制clan culture 小团体文化coalition 联合团体collaborative 协作网络centrality 集中性centraliazation 集权化charismatic authority 竭尽忠诚的权力Ddecentralization 分权democracy management 民主管理departmentalization 部门化differential rate system 差别报酬系统dialectical inquiry methods 辩证探求法division of labor 劳动分工downward mobility 降职流动dynamic engagement 动态融合dynamic network 动态网络domain 领域direct interlock 直接交叉divisional form 事业部模式differentiation strategy 差别化战略decision premise 决策前提dual—core approach 二元核心模式Eelectronic data—processing（EDP）电子数据处理employee—oriented style 员工导向型风格empowerment 授权encoding 解码end—user computing 终端用户计算系统entrepreneurship 企业家精神equity 净资产equity theory 公平理论espoused value 信仰价值ethnocentric manager 种族主义的管理者expectancy theory 期望理论expense budget 支出预算expense center 费用中心external audit 外部审计external stakeholders 外部利益相关者extrinsic rewards 外部奖励ethic ombudsperson 伦理巡视官external adaption 外部适应性elaboration stage 精细阶段entrepreneurial stage 创业阶段escalating commitment 顽固认同Ffamily group 家庭集团financial statement 财务报表flat hierarchies 扁平型结构flexible budget 弹性预算force—field theory 场力理论formal authority 合法权力formal systematic appraisal 正式的系统评估franchise 特许经营权formalization stage 规范化阶段functional grouping 职能组合formal channel of communication 正式沟通渠道Ggame theory 博弈论general financial condition 一般财务状况geocentric manager 全球化管理者general manager 总经理globalization 全球化gossip chain 传言链grapevine 传言网global strategic partnership 全球战略伙伴关系general environment 一般环境generalist 全面战略geographic grouping 区域组合global company 全球公司global geographic structure 全球区域结构HHawthorne effect 霍桑效应heuristic principles 启发性原理hierarchy 科层制度hiring specification 招聘细则horizontal linkage model 横向联系模型hybrid structure 混合结构high tech 高接触high—velocity environments 高倍速环境Iimpoverished management 放任式管理Iincome statement 损益表information transformation 信息转换infrastructure 基础设施integrative process 整合过程intelligent enterprises 智力企业internal audit 内部审计internal stakeholder 内部相关者internship 实习intrapreneurship 内部企业家精神intrinsic reward 内在报酬inventory 库存，存货internal integration 内部整合interorganization relationship 组织间的关系intergroup conflict 团体间冲突interlocking directorate 交叉董事会institutional perspective 机构的观点intuitive decision making 直觉决策idea champion 构思倡导者incremental change 渐进式变革informal organizational structure 非正式组织结构informal performance appraisal 非正式业绩评价Jjob description 职务描述job design 职务设计job enlargement 职务扩大化job enrichment 职务丰富化job rotation 职务轮换job specialization 职务专业化Kkey performance areas 关键业务区key result areas 关键绩效区Llabor productivity index 劳动生产力指数laissez management 自由化管理large batch production 大批量生产lateral communication 横向沟通leadership style 领导风格least preferred co—worker(LPC）最不喜欢的同事legitimate power 合法权力liability 负债liaison 联络者line authority 直线职权liquidity 流动性liaison role 联络员角色long—linked technology 纵向关联技术losses from conflict 冲突带来的损失low—cost leadership 低成本领先Mmanagement by objective 目标管理Managerial Grid 管理方格matrix bosses 矩阵主管management champion 管理倡导者materials—requirements planning（MRP）物料需求计划Mslow,s hierarchy of needs 马斯洛需求层次论marketing argument 管理文化多元化营销观multiculturalism 文化多元主义multidivisional firm 多部门公司moral rules 道德准则management by walking around（MBWA）走动式管理matrix structure 矩阵结构multinational enterprise（MNE）跨国公司moral relativism 道德相对主义mechanistic system 机械式组织middle—of-the—road management 中庸式管理meso theory 常态理论multidomestic strategy 多国化战略mediating technology 调停技术Nnaïve relativism 朴素相对主义need—achievement 成就需要norming 规范化norms 规范nonprogrammed decisions 非程序化决策nonsubstitutability 非替代性nonroutine technology 非例行技术niche 领地Ooff—the—job training 脱产培训on—the—job training 在职培训operational budget 运营预算order backlog 订单储备organic system 有机系统organizational development（OD）组织发展orientation 定位outcome interdependence 结果的相互依赖性outplacement services 外延服务organization ecosystem 组织生态系统Pparadox of authority 权威的矛盾paradox of creativity 创造力的矛盾paradox of disclosure 开放的矛盾paradox of identify 身份的矛盾paradox of individuality 个性的矛盾paradox of regression 回归的矛盾partial productivity 部分生产率participative management 参与式管理path—goal model 路径目标模型peer recruiter 同级招聘political action committees(PACs）政治活动委员会polycentric manager 多中心管理者portfolio framework 业务组合框架portfolio investment 资产组合投资positive reinforcement 正强化production flexibility 生产柔性profitability 收益率programmed decisions 程序化决策psychoanalytic view 精神分析法paradigm 范式personal ratios 人员比例pooled dependence 集合性依存professional bureaucracy 专业官僚机构problem identification 问题识别problemistic search 问题搜寻population ecology model 种群生态模型Qquality 质量quality circle 质量圈question mark 问题类市场quid pro quo 交换物Rrational model of decision making 理性决策模式realistic job preview（RJP）实际工作预览reciprocal interdependence 相互依存性resource dependence 资源依赖理论routine technology 例行技术retention 保留rational approach 理性方法rational model 理性模型rational—legal authority 理性—合法权威Ssemivariable cost 准可变成本sense of potency 力量感sensitivity training 敏感性训练sexual harassment 性骚扰short-run capacity changes 短期生产能力变化single-strand chain 单向传言链situational approach 情境方法situational force 情境力量situational leadership theory 情境领导理论sliding-scale budget 移动规模预算small-batch production 小规模生产sociotechnical approaches 社会科技方法span of management 管理幅度staff authority 参谋职权standing plan 长设计划step budget 分步预算stewardship principle 管家原则stimulus 刺激storming 调整阶段strategic management 战略管理strategic partnering 战略伙伴关系strategy formulation 战略制定strategy implementation 战略实施strategic control 战略控制strategic contingencies 战略权变satisficing 满意度subsystems 子系统subunits 子单位synergy 协同system boundary 系统边界structure dimension 结构性维度sequential interdependence 序列性依存self—directed team 自我管理型团队specialist 专门战略strategy and structure changes 战略与结构变革symptoms of structural deficiency 结构无效的特征Ttall hierarchies 高长型科层结构task force or project team 任务小组或项目团队task independence 任务的内部依赖性task management 任务型管理task-oriented style 任务导向型管理风格total productivity 全部生产率Total Quality Management 全面质量管理training positions 挂职培训training program 培训程序transactional leaders 交易型领导transformational leaders 变革型领导treatment discrimination 歧视待遇two-factory theory 双因素理论two—boss employees 双重主管员工technical or product champion 技术或产品的倡导者Uunfreezing 解冻unit production 单位产品Vvariation 变种子variety 变量valence 效价variable costs 可变成本vertical communication 纵向沟通vertical integration 纵向一体化vestibule training 仿真培训volume flexibility 产量的可伸缩性vertical linkage 纵向连接venture team 风险团队value based leadership 基于价值的领导Wwin—lose situation 输赢情境win-win situation 双赢情境workforce literacy 员工的读写能力work in progress 在制品work flow redesign 工作流程再造成work flow automation 工作流程自动化whistle blowing 揭发Zzero-sum 零—-—和zone of indifference（area of acceptance）无差异区域（可接受区域）。
ACCAP1 重点解析(一)
ACCA P1Governance and responsibility1 The scope of governance1.1 The meaning of corporate governanceKEY TERMCorporate governance acts as an internal control over the all the activities of a company.Corporate governance is about relationships and structures. It covers the relationships between a company’s management, its board of directors, its shareholders, its creditors, and other stakeholders.Corporate governance deals with the fact that business is about risk taking for profit but those taking the risks generally don’t own the company. Therefore, there needs to be a system of controls in place to protect shareholders and stakeholders.治理与责任1 治理范围1.1 公司治理的含义关键词汇公司治理是“对组织进行管理和控制的系统”。
公司治理发挥了对公司所有活动进行内部控制的作用。
公司治理涉及的是关系和结构。
它涵盖了一个公司的管理层、董事会、股东、债权人和其他利益相关者之间的关系。
公司治理解决的是这样一个事实：企业是为了获利而冒险，但那些承担风险的人一般都不是公司拥有者，因此，需要建立一个控制系统，以保护股东和利益相关者。
国际财务管理课本单词
第二章exchange rate汇率 mergers并购 restructuring重组 monetary policy货币政策 exchange rate policy汇率政策 debt crisis债务危机European Monetary Union欧洲货币联盟fiscal union财政联盟 citizens referendum全民公投第四章全球各地的公司治理 corporate governance around the world公司治理 corporate governance股东财富最大化 Shareholder wealth maximization忠诚职责 duty of loyalty公司治理机制 corporate governance system股东 shareholder管理人员managers利益相关者 stakeholders上市公司 the public corporation利益冲突 the conflicts of interest代理问题 agency problem 自由现金流 free cash flows董事会 board of directors外部董事 outside directors激励合约 incentive contracts所有权集中 concentrated ownership利益联盟效应 alignment管理防御效应entrenchment透明度 accounting transparenc敌意收购 no stile takeover法律和公司治理 law and corporate governance英国普通法 English common law法国大陆法French civil law德国大路法 german civil law斯堪的纳维亚大陆法Scandinavian civil law用脚投票 voting by foot用手投票 voting by hand华尔街 the wall street 第五章American terms 美式标价 European terms 欧式标价Cross-exchange rate 套算汇率 spot rate 即期汇率 Forward rate 远期汇率 Foreign exchange market 外汇市场Interbank market 银行间同业市场 Spot market 即期市场Forward market 远期市场 retail market 零售市场Wholesale market 批发市场OTC 场外市场Client market客户市场 ask price卖出报价 Bid price买入报价 currency against currency 货币对货币互换Direct quotation 直接标价 indirect quotation 间接标价Forward premium /discount 远期升水/贴水Triangular arbitrage三角套利Correspondent banking relationships 通汇关系Appreciate 升值depreciate 贬值第六章套利 arbitrage 套利组合arbitrage portfolio 抵补套利covered interest arbitrage 市场假说efficient market hypothesis 费雪效应fisher effect 远期预期平价Forward expected parity 实际汇率Real exchange rate 利率平价 interest rate parity 国际费雪效应international fisher effect 一介定律law of one price 基本分析法fundamental approach 不可贸易商品Non-tradable Goods购买力平价purchasing power parity 货币数量理论 Quantity theory of money 技术分析法technical approach 非抵补利率平价 uncovered interest rate parity 自我筹资self-financing 汇率决定exchange rate determination 汇率预测forecasting exchange rate 随机漫步假说random walk hypothesis 第七章American option 美式期权 Exercise price/Striking price 执行European option 欧式期权 At-the-money 平价Settlement price 结算价格In-the-money 价内 Long 多头Out-of-money 价外Short 空头Call option看涨期权 Writer 开立者Put option 看跌期权 Open interest 未平仓合约 Futures 期货 Option 期权 Hedgers 套期保值者 speculators 投机者Contract size 合约规模 standardized 标准化Derivative security 衍生证券 premium 期权费第九章销售额 sales 变动成本 variable costs固定制造费用 fixed overhead costs 折旧额 depreciation allowances税前净利润 net profit before tax 所得税 income tax税后利润 profit after tax 加回折旧add back depreciation以英镑计算的经营现金流量 operating cash flow亿美元计算的经营现金流量 in pounds/dollars第十章利润表：income statement销售收入：sales revenue折旧费用: depreciation净营业利润：net operating income所得税： income tax税后利润：profit after tax外汇损益：foreign exchange gain(loss)净利润：net income股利：dividends留存收益增加额: addition to retained earings现金流量表 cash flow statement资产负责表 balance sheet现金 cash应收账款 accounts receivable存货 inventory固定资产净额 net fixed assets总资产 total assets应付账款 accounts payable应付票据 notes payable流动负债 current liabilities长期负债 long-term debt普通股 common stock留存收益 retained earnings累计换算调整 CTA(cumulative translation adjustment)利润表 INCOME STATEMENT产品销售净额Net sales of products减：产品销售税金Less：Sales tax产品销售成本 Cost of sales产品销售毛利 Gross profit on sales减：销售费用 Less：Selling expenses管理费用General and administrative expenses财务费用Financial expenses汇兑损失(减汇兑收益) Exchange losses (minus exchange gains)产品销售利润Profit on sales加：其他业务利润Add：profit from other operations营业利润Operating profit加：投资收益Add：Income on investment加：营业外收入Add：Non-operating income减：营业外支出Less：Non-operating expenses加：以前年度损益调整Add：adjustment of loss and gain for previous years利润总额 Total profit减：所得税 Less：Income tax净利润 Net profit资产负债表 Balance Sheet项目 ITEM 项目 ITEM货币资金 Cash 短期借款 Short-term loans短期投资 Short term investments 应付票款 Notes payable应收票据 Notes receivable 应付帐款 Accounts payab1e应收股利 Dividend receivable 预收帐款 Advances from customers应收利息 Interest receivable 应付工资 Accrued payro1l应收帐款 Accounts receivable 应付福利费 Welfare payable其他应收款 Other receivables 应付利润(股利) Profits payab1e预付帐款 Accounts prepaid 应交税金 Taxes payable期货保证金 Future guarantee 其他应交款 Other payable to government应收补贴款 Allowance receivable 其他应付款 Other creditors应收出口退税 Export drawback receivable 预提费用 Provision for expenses存货 Inventories 预计负债 Accrued liabilities其中：原材料 Including:Raw materials 一年内到期的长期负债 Long term liabilities due within one year 产成品(库存商品) Finished goods 其他流动负债 Other current liabilities待摊费用 Prepaid and deferred expenses 流动负债合计 Total current liabilities待处理流动资产净损失 Unsettled G/L on current assets 长期借款 Long-term loans payable一年内到期的长期债权投资 Long-term debenture investment falling due in a yaear 应付债券 Bonds payable其他流动资产 Other current assets 长期应付款 long-term accounts payable流动资产合计 Total current assets 专项应付款 Special accounts payable长期投资： Long-term investment：其他长期负债 Other long-term liabilities其中:长期股权投资 Including long term equity investment 其中:特准储备资金 Including:Special reserve fund长期债权投资 Long term securities investment 长期负债合计 Total long term liabilities*合并价差 Incorporating price difference 递延税款贷项 Deferred taxation credit长期投资合计 Total long-term investment 负债合计 Total liabilities固定资产原价 Fixed assets-cost减：累计折旧 Less:Accumulated Dpreciation * 少数股东权益 Minority interests固定资产净值 Fixed assets-net value 实收资本(股本) Subscribed Capital减：固定资产减值准备 Less:Impairment of fixed assets 国家资本 National capital固定资产净额 Net value of fixed assets 集体资本 Collective capital固定资产清理 Disposal of fixed assets 法人资本 Legal person"s capital工程物资 Project material 其中:国有法人资本 Including:State-owned legal person"s capital在建工程 Construction in Progress 集体法人资本 Collective legal person"s capital待处理固定资产净损失 Unsettled G/L on fixed assets 个人资本 Personal capital固定资产合计 Total tangible assets 外商资本 Foreign businessmen"s capital无形资产 Intangible assets 资本公积 Capital surplus其中:土地使用权 Including and use rights 盈余公积 surplus reserve递延资产（长期待摊费用）Deferred assets 其中:法定盈余公积 Including:statutory surplus reserve其中:固定资产修理 Including:Fixed assets repair 公益金 public welfare fund固定资产改良支出 Improvement expenditure of fixed assets 补充流动资本 Supplermentary current capital其他长期资产 Other long term assets * 未确认的投资损失（以“-”号填列） Unaffirmed investment loss普通股 Ordinary shares 累计换算调整 Cumulative translation adjustments其中:特准储备物资 Among it:Specially approved reserving materials 留存收益 Retained earnings无形及其他资产合计 Total intangible assets and other assets 外币报表折算差额 Converted difference in Foreign Currency Statements递延税款借项 Deferred assets debits 所有者权益合计 Total shareholder"s equity资产总计 Total Assets 负债及所有者权益总计 Total Liabilities & Equity第十一章International Banking And Money Market国际银行与货币市场International Debt Crisis国际债务危机Debt-for-Equity Swaps 债权转股权LDC (less-developed countries) "欠发达国家"MNCs(Multinational Company) 跨国公司Equity investor权益投资者LDC central bank欠发达国家中央银行Export-oriented industries出口导向型产业High-technology industries 高科技产业CFO(Chief Financial Officer )首席财务官Global Government Bonds国际政府债券第十二章外国债券 foreign bonds欧洲债券 Eurobonds记名债券 registration bonds 不记名债券 bearer bonds 全球债券 global bonds 固定利率债券 straight fixed-rate bond 欧洲中期债券 Euro-medium-term notes 浮动利率票据 floating-rate notes、可转换债券 convertible bonds 附认股权证的债券 bonds with equity warrants双重货币债券 dual-currency bonds一级市场 primary market二级市场 secondary market卖出价 ask price 买入价 bid price主承销商 lead manager Yankee bonds 扬基债第十四章Swap Bank互换银行quality spread 质量Eurobond欧元债券currency swap货币互换Market completeness 完备市场Comparative advantage 比较优势Currency swap货币互换Counter parties交易双方Parent company母公司 Subsidiary子公司Producers 生产商 Financing needs 融资需求Swap market price 互换市场报价第十五章Portfolio risk diversification证券组合的风险分散 Sharpe Performance measure夏普绩效值Correlation coefficient相关系数Efficient set有效集Systematic risk系统风险 Risk-free rate无风险利率hedge fund对冲基金Risk —Return风险—收益第十六章Country risk 国家风险 Cross-border mergers and acquisitions 跨国并购Foreign direct investments（FDI）flows 对外直接投资流量Foreign direct investments （FDI）stocks 对外直接投资存量Greenfield investments绿地投资Intangible assets 无形资产Internalization Theory 内部化理论 Overseas Private Investment Corporation 海外私人投资公司Political risk 政治风险Product life-cycle theory 产品生命周期理论Synergisitic gains 利润增长值效应第十七章资本结构-capital structure 资本成本-cost of capital 加权平均资本成本-weighted average cost of capital 资本资产定价模型-capital asset pricing model,CAPM市场投资组合-market portfolio 系统风险-systematic risk 国际资产定价模型-international asset pricing model,IAPM 可国际交易资产-internationally tradable assets 可国际间交易资产-internationally notradable assets 完全分割资本市场-completely segmented capital market 国家的系统风险-country systematic risk 完全一体化的世界资本市场-fully integrated world capital markets 世界系统风险-world systematic risk部分一体化世界金融市场-partially integrated world financial markets定价的举出效应-pricing spillover effect 间接世界系统风险—indirect world systematic risk 市场双重定价现象-price-to-market,PTM phenomenon 净外国市场风险-pure foreign market risk投资组合-subsitution portfolio。
Corporate Governance and Firm Value
.Corporate Governance and Firm Value:The Case of VenezuelaUrbi Garay and Maximiliano González*ABSTRACTManuscript Type:EmpiricalResearch Question/Issue:We examine the relationship between corporate governance andfirm value,and evaluate the relatively understudied governance practices in Venezuela.Research Findings/Results:We construct a corporate governance index(CGI)for publicly-listedfirms that is free of self-selection and self-reported bias andfind that its mean value is below the emerging market average in general,and below the Latin American average in particular.This weak investor protection environment makes Venezuela a good setting to study how corporate governance practices affectfirm value.We show that an increase of1per cent in the CGI results in an average increase of11.3per cent in dividend payouts,9.9per cent in price-to-book,and2.7per cent in Tobin’s Q.These findings are robust after considering the potential endogeneity of our regression variables.Theoretical Implications:Results contrast to those reported in the US due to the higher interfirm variations in CGI.Our findings are consistent with the theoretical models that relate good corporate governance practices to higher investor confidence,and with the agency model of dividend payout.Furthermore,we conjecture that our results are generalizable mainly to other countries where investor protection is low.Practical Implications:Two direct insights to policy makers and practitioners follow from our analysis:first,managers in weak investor protection environments could differentiate theirfirms adopting corporate policies to improve their gover-nance structure;and second,our measure of governance practices gives investors a quantitative tool to better assess Venezuelanfirms.Keywords:Corporate governance rating/index,corporate performance,South AmericaINTRODUCTIONM ore companies in a growing number of countries are increasingly attempting to adopt better corporate governance practices.In the case of Latin America,the Andean Development Corporation(Corporación Andina de Fomento–CAF)recently presented an outline for a corporate governance Andean Code(CAF,2005).Furthermore,the larger companies of the region,especially those that belong to thefinancial sector,are in the process of adopting other international codes of best corporate governance practices, such as the Sarbanes-Oxley Act and the Principles of Corporate Governance developed by the Organization for Economic Co-operation and Development(OECD,1999).It is not difficult to predict that the success or failure of these initiatives will depend on the real impact that they may have on thefinancial performance and market valuation of the companies that adopt them.La Porta,López-de-Silanes,Shleifer and Vishny(1997, 1998,2000a)show that the legal framework thatfirms and investors face differs significantly around the world,in part,because of differences in legal origin.They argue that investors are less protected in French Civil Law countries, compared with countries from the Common Law origin. All countries in Latin America have the same legal origin, which is French Civil Law.They alsofind that Latin American countries perform even worse than the average French Civil Law countries in terms of investor rights,and argue that this helps explain the low level offinancial development and the small size of stock exchanges of these countries.Chong and López-de-Silanes(2007)confirm thesefindings for a more recent period.Furthermore, according to Djankov,La Porta,López-de-Silanes and*Address for correspondence:Suite11629,6910N.W.50Street,Miami,FL/33166.Tel:5713394999(ext.3369);Email:mgf@.coVolume16Number3May2008©2008The AuthorsJournal compilation©2008Blackwell Publishing Ltddoi:10.1111/j.1467-8683.2008.00680.xShleifer(2008)Venezuela exhibits one of the worst scores in terms of investor protection.The weak investor protection inherent in many Latin American countries offers an opportunity forfirms to dif-ferentiate themselves from the rest and to send strong and credible signals to attract investors by self-adopting good corporate governance practices and policies,thus partially compensating investors for the weak legal environment in which thesefirms operate.Klapper and Love(2004) and Durnev and Kim(2005)show that corporate gover-nance provisions matter more in countries with weak legal protection.We know relatively little about the potential impact that the adoption of corporate governance practices may have on company value in Latin America(see Chong and López-de-Silanes,2007,for a recent review of this evidence).Measur-ing this effect is important for the region because the success or failure of implementing good corporate governance prac-tices may be greater if the market rewards those companies that adopt them.In the case of the US,the empirical evi-dence shows either no effect or an economically small effect.1 Black(2001)argues that perhaps these weak results in the US arise because the variation infirm governance is small given that the minimum quality of corporate governance, which is set by law and by norms,is very high in that country.On the other hand,interfirm governance variation is found to be much larger in Venezuela.This should not come as a surprise,as a country with weaker laws and norms offers a wider range for governance differences between firms and,therefore,the potential for stronger results on the effects of governance onfirm value.Furthermore,even though Venezuela is the fourth largest economy in Latin America(after Brazil,Mexico,and Argentina),relatively little is known about corporate governance practices in this country.In sum,Venezuela represents a very strong case study.We evaluate the current state of corporate governance practices in Venezuela by constructing a corporate gover-nance index(CGI)for allfirms listed in the Caracas Stock Exchange(CSE)as of the end of2004and comparing the results to other emerging and Latin American countries. We then evaluate whetherfirm dividend payout policies, price-to-book multiple,and Tobin’s Q(TQ)are related to our CGI.By undertaking a single country-study approach,we attempt to perform a straightforward empirical test that has the advantage of avoiding some of the potential econometric problems involved in cross-country studies such as the omitted variable bias and the usually high across-firm heterogeneity.In general,wefind a positive and strong relation between our index of corporate governance and the payout ratio, price-to-book multiple,and TQ forfirms in Venezuela.From the composition of the index,wefind that the subindexes on ethics and conflicts of interest,composition and perfor-mance of the board of directors,and shareholders’rights explain much of the cross-sectional difference in payout ratio;on the other hand,the subindex regarding ethics and conflicts of interest can explain much of the results when price-to-book and TQ are used as dependent variables. These results add to the growing literature that supports the idea that in countries with relatively low investor pro-tection,good corporate governance practices and policies could be used as an efficient mechanism forfirms that want to distinguish themselves to attract investors.Although our results are tentative given the small size of the CSE,they passed a series of robustness checks that attempted to tackle, among other potential problems,the issue of endogeneity,a common concern found in this literature.Our paper is similar to Black(2001)and Judge,Naoumova and Koutzevol(2003)who tested the relation between cor-porate governance andfirm value in Russia,a transition economy characterized by weak investor protection.Both papers have a small sample and Russia,like Venezuela,is also a country that scores low in terms of investor protection and exhibits a high interfirm variation in corporate governance practices.Our paper is also related to recent country studies done in Latin America2and especially with Garay and González(2005),who also studied the case of Venezuela.The evidence reported in this paper is important not only for Venezuela but also for other emerging markets in the process of attempting to improve their corporate governance practices.The evidence we show here adds to the growing literature worldwide that indicates thatfirms can differenti-ate themselves by adopting better corporate governance practices and policies.That is,even in a weak investor pro-tection environment,firms can increase their market value by adopting good corporate governance measures.The rest of the paper is organized as follows:first,we review the growing literature on corporate governance and market valuation,concentrating on recent papers that are based on Latin America.Second,we construct a CGI for Venezuela and compare it with other emerging economies and,more importantly,to other Latin American countries. Third,we present the data and conduct our econometric analysis testing the relation between afirm’s dividend payout ratio,price-to-book,and TQ,and our CGI.Fourth, we perform a number of robustness checks to our main findings.In the last section we present the conclusions and policy recommendations,as well as its potential practical applications and suggestions for future studies.LITERATURE REVIEWMany definitions of corporate governance stress the poten-tial conflicts of interest between insiders(managers,boards of directors,and majority shareholders)and outsiders (minority shareholders and creditors)of the company.The set of internal and external mechanisms to balance these conflicts of interest is what it is usually known as corporate governance.The effect that a set of good corporate governance prac-tices may have onfirm’s value is,however,an empirical question.Recently,different studies,trying to measure quantitatively the quality of corporate governance,have created indexes based on legal,accounting,andfirm-level financial information.Gompers,Ishii and Metrick(2003) construct a CGI based on24governance rules for1,500 large USfirms,and show thatfirms with higher corporate governance scores had higherfirm value.La Porta et al.(1997)study a sample of49countries and conclude that countries with legal systems based on CivilVolume16Number3May2008©2008The AuthorsJournal compilation©2008Blackwell Publishing LtdLaw,especially the French legal system,provide less pro-tection to investors and have less developed capital markets,particularly when compared with countries from the Common Law origin.These authors also conclude that dividend policy constitutes an essential tool to reduce agency conflicts to minority investors.3Thesefindings are consistent with the theoretical model presented in La Porta,López-de-Silanes,Shleifer and Vishny,(2002),where the positive effects of good corporate governance practices onfirm valuation are explained by higher investor confidence.This situation lowers the cost of capital and,ultimately,increasesfirm value.Also,these results are consistent with the agency model of dividend payout in the corporate governance framework developed in La Porta,López-de-Silanes,Shleifer and Vishny(2000b). Since the seminal empirical papers of La Porta et al. (1997,1998,2000a)showing that laws that protect investors differ significantly across countries,in part because of dif-ferences in legal origin,the academic focus has shifted to study corporate governance in the international setting.4 Klapper and Love(2004)was among thefirst and more comprehensive papers focusing on corporate governance in emerging ingfirm-level evidence on corporate governance practices for495companies from25emerging markets,they show that better corporate governance is highly correlated with better operating performance and market valuation.Many country-studies have used a methodology that is very similar to that of Klapper and Love(2004).For example, Black,Jang and Kim(2006a)constructed a CGI for South Korea;and Black(2001)and Black,Love and Rachinsky (2006b)both studied how their CGI affectsfirm value in Russia.The empirical evidence for Latin America has also grown rapidly in recent years.Leal and Carvalhal-da-Silva (2005)studied Brazil,Chong and López-de-Silanes(2006) studied Mexico,Lefort and Walker(2005)studied Chile, and Garay and González(2005)studied Venezuela.All these papers show that,on average,a good set of corporate gover-nance practices and policies is positively related tofirm value. Thesefindings in Latin America are especially important because the weak investor protection inherent in this region offers an opportunity forfirms to differentiate themselves to attract investors by self-adopting good corporate gover-nance practices.Easterbrook and Fischer(1991)argue that firms themselves,when it is optimal to do so,could offer private contracts with better terms than can be offered by the rigid legal system.In the same manner,Diamond(1989, 1991)presents a theoretical discussion of the effects of a firm’s reputation on its access to externalfinancing,and Coffee(1999)argues for a“global convergence”in corporate governance that is independent of the local legal environ-ment.Empirically,Klapper and Love(2004)and Durnev and Kim(2005)find that corporate governance practices play a more important role in countries where legal protection is weak.That is,firm-level improvements in corporate governance could,in some way,bypass the obstacles and inefficiencies of a country’s legal system.That makes Venezuela a good setting to corroborate the effect good corporate governance practices have onfirm valuation,given the overall low scores this country exhibits in terms of investors’protection and the high interfirm variation in corporate governance practices observed in this country.This suggests the following hypothesis: Hypothesis1:Better corporate governance practices will be positively related tofirm valuation in Venezuela.This paper is similar to Garay and González(2005)because both papers usefirm-level data for Venezuelan listedfirms. However,the two papers differ in three important aspects. First,we present a more detailed analysis of each of the questions in our CGI and exclude all questions that are not directly applicable to the Venezuelan market.In contrast, Garay and González(2005)used a standard and more general questionnaire that was very similar to the one used by Klapper and Love(2004).Second,we answered the ques-tions directly and therefore our paper is less likely to suffer from self-selection and self-reported bias.Third,here we have directly addressed the endogeneity issue,a typical concern in this type of empirical analysis.Moreover,the focus in Garay and González(2005)was not to test whether corporate governance affects market valuation but iffinan-cial performance somehow affects CEO turnover.Corporate Governance Index(CGI)Most studies onfirm-level evidence on corporate governance practices gather their information using questionnairesfilled by the companies themselves.This methodology presents various potential problems,among others:a low response rate,especially from those companies whose corporate gov-ernance practices are poor(self-selection bias);and,for the firms that do respond to the questionnaire,there is a tendency to present themselves not as they are at the moment when the questionnaire is being completed,but as they want to see themselves in the future(self-report bias).In our paper we follow a different route to construct our CGI.In the same spirit of Leal and Carvalhal-da-Silva(2005),we answer the questions ourselves using publicly available information. From Leal and Carvalhal-da-Silva(2005)’s24questions we ended up with17questions that are applicable to the Venezuelan setting.5Each one of these17questions was answered using publicly available information.We then grouped the questions into four subindexes,namely:infor-mation disclosure(five questions),composition and perfor-mance of the board of directors(five questions),ethics and conflicts of interest(three questions),and shareholders’rights(four questions).We report our results for each sub-index in Table1for the46companies listed in the CSE in the year2004.6The disclosure subindex shows that only19.6per cent of thefirms disclose penalties against management in case of deviating from the corporate governance policy;82.6per cent report their auditedfinancial statements on time;only 17.4per cent use international accounting standards;84.8 per cent hire internationally recognized auditors;and50 per cent disclose information on managerial compensation. The arithmetic mean for this subindex is50.9per cent. According to the composition and performance of the board of directors’subindex,for60.9per cent of thefirms in the sample,the chairman of the board is also the CEO or general manager;56.5per cent have monitoring committees;Volume16Number3May2008©2008The AuthorsJournal compilation©2008Blackwell Publishing LtdTABLE 1Corporate Governance Index (CGI)These questions were answered by the authors for each of the 46Venezuelan firms that were listed in the Caracas Stock Exchange (BVC)in 2004to determine for each firm its CGI.The answer to each question is either “Yes”or “No.”If the answer is “Yes,”we add 1,and if the answer is “No,”we add 0.All answers are based on publicly available information.The primary sources of information are firms’financial statements,bylaws,minutes of meetings,and annual reports available at the CNV .At the end of each question,there are remarks in italics on whether what is stated in the question is stipulated in the Venezuelan Code of Commerce.Arithmetic Affirmative N Questionsmean answersSUBINDEX –DISCLOSURE50.9%1Does the company indicate in its charter,annual reports,or in any other manner,the penalties against the management in case of breach of its desired corporate governance practices?Required by Generally Accepted Auditing Standards.19.6%9/462Does the company present reports of its audited financial statements on time?Required by the CNV.82.6%38/463Does the company use international accounting standards?Required by Generally Accepted Auditing Standards .17.4%8/464Does the company use any recognized auditing firm?Required by the CNV and by Generally Accepted Auditing Standards.84.8%39/465Does the company disclose,in any form whatsoever,the compensation of the general manager and of the board of directors?Required by the CNV.50.0%23/46SUBINDEX –COMPOSITION AND PERFORMANCE OF THE BOARD OF DIRECTORS 54.4%6Are the chairman of the board of directors and the general manager two different people?Not required by any legal instrument.60.9%28/467Does the company have monitoring committees,such as appointment or compensation or auditing committees,or all of these?The auditing committee is established in the Venezuelan Code of Commerce.56.5%26/468Is the board of directors clearly comprised of external directors and possibly independent ones?Stipulated in the Code of Commerce,but not limited to the fact that they be independent.32.6%15/469Is the board of directors comprised of five to nine members,as per recommendation of good international corporate governance practices?Not required by any legal instrument or regulatory entity.73.9%34/4610Is there a permanent auditing committee?Stipulated in the Code of Commerce.47.8%22/46SUBINDEX –EHTICS AND CONFLICTS OF INTEREST39.9%11Is the company free of any penalty or fine for breach of good corporate governance practices or of any rules of the CNV during the last year?CNV rules.82.6%38/4612Taking into account the agreements among shareholders,are the controllingshareholders owners of less than 50%of the voting shares?Not established in any legal instrument or by any regulatory entity.30.4%14/4613Is the capital/voting rights ratio of controlling shareholders higher than 1?Not established in any legal instrument or by any regulatory entity. 6.5%3/46SUBINDEX –SHAREHOLDERS’RIGHTS16.3%14Does the company charter or any other verifiable means facilitate the voting process of the shareholders beyond that established by law?Stipulated in the Code of Commerce.28.3%13/4615Does the company charter guarantee additional voting rights to that established by law?Stipulated in the Code of Commerce.13.0%6/4616Are there pyramidal structures that reduce concentration of control?Not established in any legal instrument or by any regulatory entity.15.2%7/4617Are there agreements among shareholders that reduce concentration of control?Not established in any legal instrument or by any regulatory entity.8.7%4/46AVERAGE CGI (equally weighting the four subindexes)40.3%Source:Comisión Nacional de V alores (CNV),Código de Comercio,.The questionnaire is adapted from Leal and Carvalhal-da-Silva (2005)to the Venezuelan setting.Volume 16Number 3May 2008©2008The AuthorsJournal compilation ©2008Blackwell Publishing Ltd32.6per cent have external directors7;73.9per cent have a board composed of between5to9members;and47.8per cent have a permanent audit committee.The arithmetic mean for this subindex is54.4per cent.The ethics and conflicts of interest’s subindex shows that 82.6per cent of the companies are free from penalties orfines on the part of the regulatory agency(the Comisión Nacional de Valores);there exists a shareholder that controls less than50 per cent of thefirm’s shares in30.4per cent of thefirms in the sample;and in6.5per cent of thefirms,the capital to voting rights ratio of majority shareholders is higher than1. The arithmetic mean for this subindex is39.9per cent. Finally,the shareholders’rights subindex shows that only 28.3per cent of thefirms in the sample facilitate the voting process beyond what is required by law;only13.0per cent have voting rights beyond that required by law;only15.2per cent do not exhibit a pyramidal structure that reduces the concentration of control8;and8.7per cent report special agreements among shareholders that reduce the concentra-tion of control.The arithmetic mean for this subindex is a very low16.3per cent.Taking together these averages,we can conclude that only around half of thefirms in our sample comply with the requirements of the disclosure of the composition and per-formance of the board of directors and more work needs to be done in terms of ethics and conflicts of interest,and, especially,in terms of shareholders’rights.At thefirm level the highest overall CGI was71.7per cent and the lowest was16.7per cent.We found a much larger variation in Venezuelanfirms’corporate governance practices when compared with the US(results are not reported here).The average CGI in the sample is a low40.3per cent.In Table2Panel A we compare our CGI with the results reported by Klapper and Love(2004)who analyzed495firms in25emerging countries,9Lefort and Walker(2005) who studied181firms in Chile,and Leal and Carvalhal-da-Silva(2005)who studied214firms in Brazil.Table2shows that Venezuela is14percentage points below the emerging market average and19percentage points below Chile,which is the leading country in Latin America in terms offinancial development and investor protection(Chong and López-de-Silanes,2007).The Venezuelan average is closer to the one reported for Brazil.In Panel B we summarize the results obtained for each subindex and compare them with the results presented in Garay and González(2005)and in Lefort and Walker(2005) for Venezuela and Chile,respectively.Overall,the CGI we obtained produces a score14percentage points below the CGI reported by Garay and González(2005).As mentioned before,this difference could represent an overestimation on that paper due to the self-selection and self-reported bias generated whenfirms’executives completed the question-naires.Only in the composition and performance of the board of directors(Board)subindex do wefind similar results. We also include in this panel the score reported by Lefort and Walker(2005)for Chile.The CGI for Chile is close to20 percentage points higher than the CGI for Venezuela.Only in the subindex of ethics and conflicts of interest(Ethics)are the scores relatively close.Finally,in Table2Panel C we show the correlation matrix among the subindexes.As expected,all subindexes are posi-tively and significantly related to the overall CGI.Chong and López-de-Silanes(2006)report a similarfinding for Mexico, even though their corporate governance components are not exactly comparable to ours,and Leal and Carvalhal-da-Silva (2005)do not provide a correlation matrix for Brazil.On the other hand,each of our subindexes shows little correlation with the other subindexes(none of the correlation coeffi-cients are statistically different from zero).Interestingly,each subindex seems to be taking into account a different dimen-sion of the overall governance of thefirm.Overall,these results confirm that Venezuela represents a good case study to test whetherfirms can somehow bypass a poor investor protection environment by voluntarily adopt-ing good corporate governance practices.A relatively high CGI is an indicator thatfirms can use to attract investors.We want to verify whether investors in Venezuela recognize this signal by assigning a higher market valuation to suchfirms.DATAHaving shown that Venezuela is a strong case study to test whether corporate governance is related tofirm valuation and dividend payout,in this section we present the depen-dent,independent,and control variables used to formally test our hypothesis.Dependent VariablesWe use three alternative dependent variables to test our hypothesis.First,we use the dividend payout ratio(DPR), which is measured as the quotient between cash dividends and net Porta et al.(2000b)show thatfirms in countries where investors are better protected exhibit higher dividend payouts thanfirms in countries where investors are poorly protected.On the other hand,Black et al.(2006a) and Leal and Carvalhal-da-Silva(2005)do notfind support for this hypothesis in the cases of South Korea and Brazil, respectively.The second dependent variable is the price-to-book ratio (price-to-book value or PBV),measured as the quotient between per share market price and book value.The price-to-book is a valuation measure that has been used in corporate governance studies by authors such as Leal and Carvalhal-da-Silva(2005)for Brazil.Finally,we use the TQ as the third of our dependent variables.This variable was com-puted as the market value of thefirm’s assets(book value of assets-book value of equity+market value of equity) divided by the book value of assets.TQ can be considered the classic valuation measure and has been used extensively in the corporate governance literature(see,for instance, Morck,Shleifer and Vishny,1988;La Porta et al.,2002; Gompers et al.,2003).Information regarding each one of these variables was obtained from the CSE Anuario(2004–yearbook)and corresponds to year-end values.Economatica’s database was also used in some cases to confirm the validity of stock market prices data.Independent VariablesAs we mentioned in the previous section,the CGI was constructed based on17questions pertaining to differentVolume16Number3May2008©2008The AuthorsJournal compilation©2008Blackwell Publishing Ltdcorporate governance practices.We answered these ques-tions for each of the46Venezuelanfirms that were listed in the CSE in2004to determine for eachfirm its CGI.The answer to each question is either“Yes”or“No.”If the answer is “Yes,”we add1and if the answer is“No,”we add0.All answers are based on publicly available information.These17 questions were answered after reviewing eachfirm’sfinan-cial statements,bylaws,minutes of the boards of directors and shareholders’meetings,and annual reports available at the Comisión Nacional de Valores library.TABLE2Comparative AnalysisIn this table we compare our corporate governance index(CGI)to similar studies done in other emerging markets.Panel A presents basic statistics comparing25different emerging markets(Klapper and Love,2004)together with the CGI calculated for Chile(Lefort and Walker,2005)and Brazil(Leal and Carvalhal-da-Silva,2005).Panel B divides the CGI into its four subindexes and compares the values with a similar study for Venezuela(Garay and González,2005)and Chile(Lefort and Walker,2005).Panel C shows the correlation matrix of each of the subindexes(p-values are reported below each correlation coefficient).Panel A:Comparative statistics for the Venezuelan CGI versus other emerging market studiesDescription This paper Klapper and Love(2004)Lefort and Walker(2005)Leal and Carvalhal-da-Silva(2005)Mean40.3454.1158.8641.67 Median40.4754.97NR41.67 Standard deviation12.1114.00NR8.33 Minimum16.6711.77NR16.67 Maximum71.6792.77NR79.17 Country Venezuela25EM Chile Brazil Observations46374181214Source:The above-mentioned papers.All numbers(except the number of observations)are expressed in percentages.EM=Emerging Markets;NR=not reported.Panel B:Comparative subindex for the Venezuelan CGI versus other studies in Venezuela and in ChileThis paper(46firms)Garay and González(2005)Lefort and Walker(2005)Subindex Questions Score(%)Questions Score(%)Questions Score(%) Ethics339.9746.0737.6 Board554.42556.02664.9 Shareholders416.32454.02059.7 Disclosure550.81460.81473.4 Overall CGI1740.37054.36758.9Panel C:Subindex correlation matrixCGI Disclosure Board Ethics ShareholdersCGI1Disclosure0.4110.02Board of directors0.750.2910.000.10Ethics and conflicts of interest0.41-0.120.1210.020.560.53Shareholders’rights0.34-0.27-0.180.0910.050.130.310.64Volume16Number3May2008©2008The AuthorsJournal compilation©2008Blackwell Publishing Ltd。
CorporateGovernanceReputationManagement公司治理和声誉管理
Highlight of the Code
Duties of the Board ➢ Ensuring the integrity of financial reports. ➢ Ensuring that ethical standard are
maintained. ➢ Ensuring compliance with the law of
1111
Highlight of the Code
Duties of the Board ➢ The board must observe the highest
ete the framework for
delegation of authority. ➢ The board shall identify risk and monitor
77
NIGERIA cont.
➢ A major multinational soap company also admitted that it sent a false financial report to the Stock Exchange.
➢ Central Bank of Nigeria sent five Bank Chief Executives & their director packing over corporate governance issues.
➢ To improve corporate governance and ensure highest standard of transparency and accountability. The Security & Exchange in September 2008 inaugurated a National Committee for the Review of the 2003 code of corporate governance for the public companies in Nigeria
企业管理英文文献综述范文
企业管理英文文献综述范文Corporate Governance: A Comprehensive Literature Review.Introduction.Corporate governance plays a pivotal role in ensuringthe transparency, accountability, and integrity of organizations. It encompasses the systems and processes by which companies are directed, managed, and controlled. This literature review examines the key aspects of corporate governance, including board structure, shareholder rights, executive compensation, and regulatory compliance.Board Structure.The board of directors is the highest decision-making body in a corporation. Its composition and structure are essential for effective governance. Research has shown that boards with a diverse range of perspectives, including independent directors, women, and members from differentethnic backgrounds, enhance decision-making and reduce the risk of groupthink (Adams & Ferreira, 2007; Carter & Lorsch, 2004).Additionally, the size and composition of the board can influence its effectiveness. Smaller boards may be more efficient, while larger boards may offer a wider range of expertise. However, excessive board size can lead to coordination issues and slower decision-making (Bebchuk & Cohen, 2005; Jensen & Meckling, 1976).Shareholder Rights.Shareholders are the owners of a corporation and possess certain rights, including the right to vote on corporate decisions, receive dividends, and accessfinancial information. Protecting shareholder rights is crucial for ensuring accountability and transparency.Research suggests that strong shareholder rights enhance firm value (Arya & Mittendorf, 2008; Shleifer & Vishny, 1997). Institutional investors, such as pensionfunds and mutual funds, play a significant role in protecting shareholder interests by actively monitoring board performance and exercising voting rights (Gillan & Starks, 2000; Gompers, 2003).Executive Compensation.Executive compensation is a contentious issue in corporate governance. Excessive executive pay can erode shareholder value and undermine public trust. Research has identified a strong correlation between CEO compensation and firm performance (Murphy, 1985; Jensen & Murphy, 1990). However, it is essential to balance the need to attract and retain talented executives with the interests of shareholders.Effective compensation systems align executive incentives with firm goals and promote long-term value creation. Performance-based pay and stock options are common mechanisms used to achieve this alignment (Malmendier & Tate, 2008; Jensen & Murphy, 1990).Regulatory Compliance.Corporate governance frameworks are often complemented by regulatory compliance requirements imposed by government agencies. These regulations aim to protect investors, promote market integrity, and prevent corporate misconduct.Compliance with regulatory frameworks is essential for maintaining public trust and avoiding legal penalties. Companies can implement compliance programs that establish clear policies, provide training, and monitor adherence to regulations (Proffitt & Margolis, 2007; Song & Shim, 2009).Codes of Conduct and Ethical Considerations.Codes of conduct and ethical considerations play a significant role in guiding corporate behavior. These guidelines establish standards of integrity, accountability, and ethical decision-making for employees and management.Research has shown that strong codes of conduct can enhance employee morale, reduce misconduct, and mitigatereputational risks (Crane & Matten, 2010; Johnson, Johnson, & Holloway, 2010). Ethical considerations are particularly important in industries where social and environmental factors are relevant (Gibson, 2000; Mackey, Sisodia, & Wolfe, 2013).Corporate Governance and Firm Performance.Empirical research has consistently demonstrated a positive relationship between strong corporate governance practices and firm performance. Companies with effective governance structures and policies tend to exhibit higher profitability, lower risk, and better long-term value creation (Aguilera & Jackson, 2003; Bhagat & Bolton, 2008; Claessens, Djankov, & Fan, 2002).Emerging Trends in Corporate Governance.Corporate governance is constantly evolving to address emerging challenges and opportunities. Key trends include:Sustainability and ESG considerations: Investors andstakeholders are increasingly demanding that corporations adopt sustainable practices and consider environmental, social, and governance (ESG) factors.Technology advancements: Advancements in technology, such as blockchain and artificial intelligence, are transforming corporate governance practices and enabling greater transparency and efficiency.Diversity and inclusion: Companies are recognizing the importance of diversity and inclusion in boardrooms and throughout the organization.Conclusion.Corporate governance is a critical aspect of modern business management. By fostering transparency, accountability, and ethical behavior, effective governance practices protect stakeholders, promote firm performance, and contribute to a stable and ethical business environment. As corporate governance continues to evolve, it is vitalfor organizations to stay abreast of emerging trends andbest practices to ensure the long-term success of their enterprises.。
InternationalCorporateGovernance
CORPORATE GOVERNANCE
Governance systems are diverse because these factors combine in different ways in different countries.
• Societal values will also influence whether the company takes a more shareholder-centric or stakeholder-centric approach.
THE UNITED STATES
• Large and liquid capital markets; active market for corporate control. • Investor interests protected by the Securities and Exchange Commission. • Accounting standards defined by professional body (FASB). • Governance standards established by:
• A strong legal system mitigates agency problems because self-interested managers know illegal actions will be punished.
A corrupted political system reduces economic development by discouraging investment.
ACCA-(F4)知识点之公司治理理论
ACCA-（F4）知识点之公司治理理论本文由高顿ACCA整理发布，转载请注明出处ACCA-（F4）知识点之公司治理理论公司治理理论（Corporate Governance Theory）是经济学应用在企业所有权层次的一门科学。
从广义上来说，公司治理是企业权力安排的一门科学；从狭义上来说，公司治理是建构在企业所有权层次上研究如何向职业经理人授权和监管的一门科学。
公司治理（corporate governance）,又译为法人治理结构，是现代企业制度中最重要的组织架构。
公司治理在发达市场经济国家也是一个很新的概念。
90年代以来，公司治理在发达国家成为一个引起人们持续关注的政策问题。
亚洲金融危机之后，公司治理改革成为东亚国家和地区的热门话题和首要任务。
由于经济全球化的加速发展，投资者要求各国改善公司治理结构，形成了一个公司治理运动的浪潮。
公司治理理论发展的背景公司治理理论的发展是随着西方国家企业的发展而发展的。
19世纪70年代以前西方企业的所有权与经营权是合一的，几乎不存在治理问题；19世纪70年代至20世纪20年代，由于企业规模的扩张，企业所有者逐渐将经营权移交给公司的职业经理人。
20世纪30年代至70年代，科技革命推动现代公司发展的同时促进了企业的所有权与经营权分离发展并达到了高潮，资本的价值形态同实物形态相分离，企业经营者的控制权不断扩大，公司治理问题引起人们的关注；20世纪80年代至今，经理人员权力过度扩张、膨胀，所有者与经营者之间的矛盾开始加剧，特别是以安然事件为代表的西方国家财务报告丑闻频频暴露，使我们不得不反思即便是在美国这样一个法律制度十分完善的国家公司治理还需要进一步完善。
公司治理的理论基础自1932年美国学者贝利和米恩斯提出公司治理结构的概念以来，众多学者从不同角度对公司治理理论进行了研究，其中具代表性的是超产权理论、两权分离理论、委托代理理论和利益相关者理论，它们构成了公司治理结构的主要理论基础。
ACCA《P2公司报告》基础课程讲义(2)
ACCA《P2公司报告》基础课程讲义(2) Part A REGULATORY AND ETHICAL FRAMEWORKFinancial reporting framework- Corporate governance: is the system by which companies are directed and controlled （Cadbury Report）。
- Conceptual frameworkThe IASB’s Framework provides the backbone of the IASB‘s conceptual framework. IASs were based on the IASB Framework.A conceptual framework is a statement of generally accepted theoretical principles which form the frame of reference for financial reporting. These theoretical principles provide the basis for the development of new accounting standards and for the evaluation of those already in existence.. Advantages and disadvantages of a conceptual framework. Generally Accepted Accounting Principles （GAAP）A conceptual framework for financial reporting can be defined as an attempt to codify existing GAAP in order to reappraise current accounting standards and to produce new standards.The IASB’s framework: consists of seven sections- The objective of financial statements- Underlying assumptions- Qualitative characteristics of financial statements- The elements of financial statements- Recognition of the elements of financial statements- Measurement of the elements of financial statements- Concepts of capital and capital maintenance（**）Qualitative characteristics:Fundamental qualitative characteristics are:（a）Relevance: predictive value or confirmatory value（b）Faithful representation: information must be complete, neutral and free from material error （replacing ‘reliability）Enhancing qualitative characteristics are:（a）Comparability: achieved by consistency in use of the same accounting policies（b）Verifiability: credibility, assurance that information faithfully represents the economic phenomena（c）Timeliness: information is provided before it loses the capacity to influence decisions（d）Understandability: for users who have a reasonable knowledge of business and economic activities and who are able to read a financial report; information should not be excluded on the grounds that it may be too complex/difficult for some users to understand. Enhanced when information is classified, characterized and presented clearly and concisely.Revenue recognitionAccruals accounting is based on the matching of costs with the revenue they generate.IAS 18 Revenue is concerned with the recognition of revenues arising from fairly common transactions.- The sale of goods- The rendering of services- The use by others of enterprise assets yielding interest, royalties and dividendsGenerally revenue is recognized when the entity has transferred to the buyer the significant risks and rewards of ownership and when the revenue can be measured reliably.Interest, royalties and dividends are included as income because they arise from the use of an entity’s assets by other parties.Interest is the charge for the use of cash or cash equivalents or amounts due to the entity.Royalties are charges for the use of non-current assets of the entity, e.g. patents, computer software and trademarks.Dividends are distributions of profit to holders of equity investments, in proportion with their holdings, of each relevant class of capital.- Definition：Revenue：is the gross inflow of economic benefits during the period arising in the course of the ordinary activities of an enterprise when those inflows result in increases in equity, other than increases relating to contributions from equity participants.Ie, Revenue does not include sales taxes, value added taxes or goods and service taxes which are only collected for third parties.Fair value: is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.Sale of goods:Ie. Where revenue and expenses cannot be estimated reliably, then revenue cannot be recognized, any consideration which has already been received is treated as a liability.Rendering of services:Revenue is recognized only to the extent of the expenses recognized that are recoverable.If the costs are not likely to be reimbursed, then they must be recognized as an expense.。
ACCA《P2公司报告》基础课程讲义(2)
ACCA《P2公司报告》基础课程讲义(2) Part A REGULATORY AND ETHICAL FRAMEWORKFinancial reporting framework- Corporate governance: is the system by which companies are directed and controlled （Cadbury Report）。
- Conceptual frameworkThe IASB’s Framework provides the backbone of the IASB‘s conceptual framework. IASs were based on the IASB Framework.A conceptual framework is a statement of generally accepted theoretical principles which form the frame of reference for financial reporting. These theoretical principles provide the basis for the development of new accounting standards and for the evaluation of those already in existence.. Advantages and disadvantages of a conceptual framework. Generally Accepted Accounting Principles （GAAP）A conceptual framework for financial reporting can be defined as an attempt to codify existing GAAP in order to reappraise current accounting standards and to produce new standards.The IASB’s framework: consists of seven sections- The objective of financial statements- Underlying assumptions- Qualitative characteristics of financial statements- The elements of financial statements- Recognition of the elements of financial statements- Measurement of the elements of financial statements- Concepts of capital and capital maintenance（**）Qualitative characteristics:Fundamental qualitative characteristics are:（a）Relevance: predictive value or confirmatory value（b）Faithful representation: information must be complete, neutral and free from material error （replacing ‘reliability）Enhancing qualitative characteristics are:（a）Comparability: achieved by consistency in use of the same accounting policies（b）Verifiability: credibility, assurance that information faithfully represents the economic phenomena（c）Timeliness: information is provided before it loses the capacity to influence decisions（d）Understandability: for users who have a reasonable knowledge of business and economic activities and who are able to read a financial report; information should not be excluded on the grounds that it may be too complex/difficult for some users to understand. Enhanced when information is classified, characterized and presented clearly and concisely.Revenue recognitionAccruals accounting is based on the matching of costs with the revenue they generate.IAS 18 Revenue is concerned with the recognition of revenues arising from fairly common transactions.- The sale of goods- The rendering of services- The use by others of enterprise assets yielding interest, royalties and dividendsGenerally revenue is recognized when the entity has transferred to the buyer the significant risks and rewards of ownership and when the revenue can be measured reliably.Interest, royalties and dividends are included as income because they arise from the use of an entity’s assets by other parties.Interest is the charge for the use of cash or cash equivalents or amounts due to the entity.Royalties are charges for the use of non-current assets of the entity, e.g. patents, computer software and trademarks.Dividends are distributions of profit to holders of equity investments, in proportion with their holdings, of each relevant class of capital.- Definition：Revenue：is the gross inflow of economic benefits during the period arising in the course of the ordinary activities of an enterprise when those inflows result in increases in equity, other than increases relating to contributions from equity participants.Ie, Revenue does not include sales taxes, value added taxes or goods and service taxes which are only collected for third parties.Fair value: is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.Sale of goods:Ie. Where revenue and expenses cannot be estimated reliably, then revenue cannot be recognized, any consideration which has already been received is treated as a liability.Rendering of services:Revenue is recognized only to the extent of the expenses recognized that are recoverable.If the costs are not likely to be reimbursed, then they must be recognized as an expense.。
会计英语—财务会计模板85页PPT
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26、要使整个人生都过得舒适、愉快，这是不可能的，因为人类必须具备一种能应付逆境的态度。——卢梭
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27、只有把抱怨环境的心情，化为上进的力量，才是成功的保证。——罗曼·罗兰
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28、知之者不如好之者，好之者不如乐之者。——孔子
பைடு நூலகம்
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29、勇猛、大胆和坚定的决心能够抵得上武器的精良。——达·芬奇
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30、意志是一个强壮的盲人，倚靠在明眼的跛子肩上。——叔本华
谢谢！
85
会计英语—财务会计模板
1、合法而稳定的权力在使用得当时很 少遇到 抵抗。 ——塞 ·约翰 逊 2、权力会使人渐渐失去温厚善良的美 德。— —伯克
3、最大限度地行使权力总是令人反感 ；权力 不易确 定之处 始终存 在着危 险。— —塞·约翰逊 4、权力会奴化一切。——塔西佗
5、虽然权力是一头固执的熊，可是金 子可以 拉着它 的鼻子 走。— —莎士 比
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Syllabus of Corporate Governance
Spring 2014
Time: Tuesday, 5-6
Place: B二110
School of Real Estate and Construction management, Chongqing University Instructor: Zongjie Xie
Email: zjxie@
Office hour: by appointment
Objectives:
This lecture aims to provide an introduction to corporate governance in terms of •Discussion of possible definitions of the nature and meaning of the term corporate governance
•Identifying a number of theoretical frameworks which can be used as a basis to illustrate and explain notions of corporate governance
•Developing governance mechanisms by applying theoretical frameworks learned
More specifically, it covers a broad range of disciplines which are important streams of knowledge of an organization including transaction-cost economics, agency theory, property right, stakeholder theory and technology innovation.
Although this course roots on knowledge deviated from above basic theories, it provides benefits and opportunities for students to connect theoretical perspectives with daily phenomena. Cases will be analyzed and discussed by individually or in group.
Textbooks and Readings
There is no specified textbook for this course but extensive readings are required. You are required to read a REQUIRED paper before each class in detail and we will be focusing on discussing the knowledge derived from required papers. There are RECOMMENDED readings for your reference to extend your interest in each topic. You are welcomed to attend this course with open mind and creative ideas to relate the knowledge we will be exchanging from class to everything happened around your life.
Your Internet Resources:
2./wiki/Main_Page
3.Digital Library Resource of Chongqing University
2 Requirements:
1.Class Participation (10%)
2.In-class assignments (10%)
3.Presentation (20%)
4.Final Exam (60%)
Pleased be noted that there is an additional rewards on scores if you and your team accomplish all or part of the requirements by using English.
Course Overview
Required and Recommended Readings
The nature of the firm
Required reading:
Coase, R.H. (1937). The nature of the firm,Economica, 4: 386-405 Recommended Reading
Williamson, O.E. (1979). Transaction cost economics: The governance of contractual relations.Journal of Law and Economics, 22: 233-261.
Ouchi, W.G. (1980). Markets bureaucracies and clans. Administrative Science Quarterly, 25: 129-141.
Agency Theory:
Required reading:
Eisenhardt, K. (1989). Agency theory: An assessment and review. Academy of Management Review, 14: 57- 74.
Recommended Reading:
Jensen, M. &W. Meckling (1976). Theory of the firm: Managerial behavior, agency costs, and capital structure. Journal of Financial Economics, 3:305-360.
Property Right
Required reading:
Harold Demsetz, 1967. Toward a Theory of Property Rights. The American Economic Review, Vol. 57, No. 2, pp. 347- 35
Recommend Reading:
Armen A. Alchian and Harold Demsetz. 1973. The Property Right Paradigm
The Journal of Economic History, Vol. 33, No. 1, pp. 16-27
Stakeholder Theory
Required reading:
Ronald K. Mitchell, Bradley R. Agle, Donna J. Wood, (1997) , Toward a Theory of Stakeholder Identification and Salience: Defining the Principle of Who and What Really Counts, The Academy of Management Review
Recommended Reading:
RE Freemen (1984), Strategic Management: A Stakeholder Approach, Boston: Pitman.
T Donaldson, LE Preston, (1995), The stakeholder theory of the corporation: Concepts, evidence, and implications, Academy of management Review
4 A Knowledge-based View of Corporate Governance
Required Reading:
Nonaka, I, (1994) A dynamic theory of organizational knowledge creation, Organization Science
Recommended Reading:
Grant, R.M. (1996) Toward a knowledge-based theory of the firm, Strategic Management Journal
Cohen W. M. and Levinthal, D. A. (1991) Absorptive Capacity: A New Perspective on Learning and Innovation, Administrative Science Quarterly
Corporate Governance from Innovation Management Perspective
Required Reading:
Cohe, W.M. and Levinthal, D.A. (1990) Absorptive Capacity: A New Perspective on Learning and Innovation, Administrative Science Quarterly。