3.Risk+Taking+A+Corporate+Governance+Perspective

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有关会计专业的英文文献

以下是一些与会计专业相关的英文文献的例子：1. "The Role of Accounting in Corporate Governance: A Review of the Literature" - 作者：Scott, William R.这篇文献回顾了会计在企业治理中的作用，讨论了会计信息对企业决策和监管的重要性。

2. "IFRS Adoption and Financial Statement Effects: A Review of the Literature" - 作者：Nobes, Christopher这篇文献回顾了企业采用国际财务报告准则（IFRS）对财务报表的影响研究，探讨了IFRS对会计质量、报表透明度和投资者决策的影响。

3. "The Impact of Auditing on Corporate Governance: A Review of the Literature" - 作者：Abbott, Lawrence J.这篇文献回顾了审计在企业治理中的影响研究，讨论了审计对公司经营绩效、风险管理和内部控制的重要性。

4. "Earnings Management: A Literature Review" - 作者：Healy, Paul M.这篇文献回顾了盈余管理的研究文献，讨论了企业为达到特定目标而操纵财务报表的行为，以及其对投资者、监管机构和公司治理的影响。

5. "The Value Relevance of Accounting Information: A Review of the Literature" - 作者：Ohlson, James A.这篇文献回顾了会计信息的价值相关性研究，探讨了财务报表信息对股票价格、市场价值和投资者决策的影响。

ACCAP1知识点详解：风险管理和企业治理

正保远程教育旗下品牌网站美国纽交所上市公司(NYSE:DL)中华会计网校会计人的网上家园Risk management and corporate governanceNature of riskRisk in business is something that is not planned for and is unexpected. In many cases, risk is seen as the possibility that something bad might happen, just like an individual lives, risk may be an accident, having been burgled, fallen sick, a car breakdown and so one. These are the negative effects of risk are known as “downside risk”.But in business environment, positive effect of risk could happen. It is thus prudent that precautions and the like did a roaring sale. It is thus prudent that precautions been taken by identifying the type of risks and coming up with the appropriate response, what we call risk management.Risk management and corporate governanceRisk management is relevant to corporate governance in two ways, namely:a)The board of directors is responsible to look after the assets of their company and to protect the value ofshareholders’ investment. This includes a duty to take measures to prevent losses through error, omission, fraud and dishonest and unethical practices. Control measures are thus required through a system of internal control.b)It is also true that the board of directors is responsible to ensure adequate risks measures are taken and tomanage them well, so that every component part of its business is satisfactorily managed without causing any undue waste of company’s assets and finances.The Cadbury committee described risk management as the process by which executive management, under board supervision, identifies the risks arising from the business and establishes the priorities for control and particular objectives.Failure to monitor, control and contain risks could lead to financial collapses. A provision of the Code states that: “ The directors should, at least annually, conduct a review of the effectiveness of the group’s system of internal control and should report to shareholders that they have done so. The review should cover all controls, including financial, operational and compliance controls and risk management.”Although ultimate responsibility for internal controls and risk management lies with the board of directors, the task of detailed oversight might be delegated to the audit committee. Some companies might prefer to delegate the task of monitoring risk management to separate board committee such as the risk management committee.。

cfa一级notes习题笔记

CFA一级Notes习题笔记EthicsCode of Ethics1.act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets2.place the integrity of the investment profession and the interests of clients above their own personal interestse reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities4.practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession5.promote the integrity of, and uphold the rules governing, capital markets6.maintain and improve their professional competence and strive to maintain and improve the competence of other ivestment professionals.Standards of Professional ConductI professionalismA.knowledge of the lawB.independence and objectivityC.MisrepresentationD.MisconductII.integrity of capital marketsA.material nonpublic informationB.market manipulationIII.duties to clientsA.Loyalty,Prudence and CareB.Fair DealingC.SuitabilityD.Performance presentationE.preservation of confidentialityIV.duties to employersA.loyaltyB.additional compensation arrangementsC.responsibilities of supervisorsV.investment analysis, reommendations,and actionsA.Diligence and reasonable basismunication with clients and prospective clientsC.record retentionVI.conflicts of interestA.Disclosure of conflictsB.priority of transactionsC.referral feesVII.responsibilities as a CFA institute member or CFA candidateA.conduct as menbers and candidates in the cfa programB.reference to CFA institute, the cfa designation, and the cfa program1.私人投资跟Code无关，但滥用举报违反personal conduct。

宏观审慎英语

宏观审慎英语Macroeconomic prudential measuresMacroeconomic prudential measures refer to policies and actions taken by government and central banks to maintain financial stability and prevent systematic risks in the economy. These measures are aimed at preventing or mitigating large-scale economic crises or disturbances.Some common macroeconomic prudential measures include:1. Controlling interest rates: Central banks adjust interest rates to influence borrowing costs, credit availability, and economic activity. By raising interest rates, central banks can reduce excessive borrowing and prevent the formation of asset bubbles.2. Implementing capital adequacy requirements: Governments and regulators establish minimum capital requirements for financial institutions to ensure they have sufficient buffers to absorb losses during economic downturns. This helps protect the financial system from potential failures and contagion.3. Strengthening liquidity risk management: Regulators may require financial institutions to hold sufficient liquid assets to meet their short-term obligations. This ensures that institutions can withstand liquidity shocks and reduces the risk of runs or panics.4. Enforcing stringent risk management practices: Supervisors may impose stricter risk management requirements on financial institutions to enhance their ability to assess and manage risks.This includes stress testing, risk modeling, and improved corporate governance.5. Monitoring and regulating systemic risks: Authorities closely monitor the financial system and identify potential risks that could have a significant impact on the economy. These risks may include large exposures to certain sectors, excessive leverage, or interconnectedness within the financial system.6. Promoting transparency and disclosure: Governments and regulators may mandate financial institutions to provide accurate and timely information about their financial positions, risks, and exposures. This helps promote market discipline and enables investors and depositors to make informed decisions.7. Enhancing supervision and regulation: Authorities strengthen their oversight of financial institutions by conducting regular examinations, audits, and inspections. They may also introduce stricter regulations and standards to ensure compliance with prudential norms.The effectiveness and appropriateness of macroeconomic prudential measures depend on various factors, including the state of the economy, the stability of the financial system, and the specific risks and vulnerabilities present. Therefore, continuous monitoring and adjustment of these measures are crucial to maintaining financial stability and preventing potential crises.。

年国际注册内部审计师cia考试科目考试大纲(part 3)

2021年国际注册内部审计师CIA考试大纲〔Part3〕Part 3 – Internal Audit Knowledge Elements 内部审计知识要素I. Governance / Business Ethics (5-15%)治理/企业道德〔5-15%〕A. Corporate/Organizational Governance Principles – Proficiency Level (P)企业/组织的治理原那么——要求熟练掌握〔P〕B. Environmental and Social Safeguards环境和社会保障C. Corporate Social Responsibility企业社会责任II. Risk Management (10-20%) - Proficiency Level (P)风险管理〔10-20%〕——要求熟练掌握〔P〕A. Risk Management Techniques风险管理技术B. Organizational Use of Risk Frameworks风险框架的组织运用III. Organizational Structure/Business Processes and Risks (15-25%)组织结构/业务流程和风险〔15-25%〕A. Risk/Control Implications of Different Organizational Structures不同组织结构中的风险/控制涵义B. Structure (e.g., centralized/decentralized)结构〔如：集中的/分散的〕C. Typical Schemes in Various Business Cycles (e.g., procurement, sales, knowledge, supply-chain management)各种商业周期的典型方案〔如：采购，销售，知识，供应链管理〕D. Business Process Analysis (e.g., workflow analysis and bottleneck management, theory of constraints)经营过程分析(如：工作流程分析和瓶颈管理，约束理论)E. Inventory Management Techniques and Concepts存货管理技术与概念F. Electronic Funds Transfer (EFT)/Electronic Data Interchange (EDI)/E-commerce电子资金转帐〔EFT〕/电子数据交换〔EDI〕/电子商务G. Business Development Life Cycles企业开展生命周期H. The International Organization for Standardization (ISO) Framework国际标准化组织〔ISO〕框架I. Outsourcing Business Processes外包业务流程IV. Communication (5-10%)通讯〔(5-10%〕A. Communication (e.g., the process, organizational dynamics, impact of computerization)通讯〔如：过程，组织动力学，电脑化的影响〕B. Stakeholder Relationships利益相关者的关系V. Management / Leadership Principles (10-20%)管理/领导原那么〔10-20%〕A. Strategic Management战略管理1. Global analytical techniques全球分析技术a. Structural analysis of industries产业结构分析b. Competitive strategies (e.g., Porter's model)竞争策略〔如：波特模型〕c. Competitive analysis竞争分析d. Market signals市场信号e. Industry evolution产业演进2. Industry environments行业环境a. Competitive strategies related to:竞争战略相关的：a1. Fragmented industries零散型产业a2. Emerging industries新兴产业a3. Declining industries夕阳产业b. Competition in global industries全球产业竞争b1. Sources/impediments来源/障碍仅供参考b2. Evolution of global markets全球市场的演变b3. Strategic alternatives战略选择b4. Trends affecting competition影响竞争的趋势3. Strategic decisions战略决策a. Analysis of integration strategies整合策略分析b. Capacity expansion容量扩展c. Entry into new businesses进入新的业务4. Forecasting预测5. Quality management (e.g., TQM, Six Sigma)质量管理〔如：全面质量管理，六西格玛〕6. Decision analysis决策分析B. Organizational Behavior组织行为1. Organizational theory (structures and configurations)组织理论〔结构和配置〕2. Organizational behavior (e.g., motivation, impact of job design, rewards, schedules)组织行为〔如：动机，工作设计的影响，报酬，安排〕3. Group dynamics (e.g., traits, development stages, organizational politics, effectiveness)群体动力学〔如：特点，开展阶段，组织政治，效果〕4. Knowledge of human resource processes (e.g., individual performance management, supervision, personnel sourcing/staffing, staff development) 人力资源过程知识〔如：个人绩效管理，监督，人员招聘/配备，职工开展〕5. Risk/control implications of different leadership styles不同领导风格下的风险/控制内容6. Performance (productivity, effectiveness, etc.)绩效〔生产率，效率等〕C. Management Skills/Leadership Styles管理技巧/领导风格1. Lead, inspire, mentor, and guide people, building organizational commitment and entrepreneurial orientation领导，鼓励，指导，引导人们树立组织承诺，构建创业导向2. Create group synergy in pursuing collective goals发挥团队协作精神，追求共同目标3. Team-building and assessing team performance团队建设与团队绩效评估D. Conflict Management冲突管理1. Conflict resolution (e.g., competitive, cooperative, and compromise)解决冲突〔如：竞争，合作，妥协〕2. Negotiation skills谈判技巧仅供参考3. Conflict management冲突管理4. Added-value negotiating增值谈判E. Project Management / Change Management工程管理/变革管理1. Change management变革管理2. Project management techniques工程管理技术VI. IT / Business Continuity (15-25%)信息技术/业务持续性〔15-25%〕A. Security平安性1. Physical/system security (e.g., firewalls, access control) 实体/系统平安〔如：防火墙，访问控制〕2. Information protection (e.g., viruses, privacy)信息保护〔如：病毒，保密〕3. Application authentication应用软件认证4. Encryption加密B. Application Development应用软件开发1. End-user computing终端用户计算2. Change control (Proficiency Level)变更控制〔要求熟练掌握〕3. Systems development methodology (Proficiency Level)系统开发方法学〔要求熟练掌握〕4. Application development (Proficiency Level)应用软件开发〔要求熟练掌握〕5. Information systems development信息系统开发C. System Infrastructure系统根底设施1. Workstations工作站2. Databases数据库3. IT control frameworks (e.g., eSAC, COBIT)信息技术控制框架〔如：eSAC, COBIT〕4. Functional areas of IT operations (e.g., data center operations)信息技术系统运营的功能分类〔如：数据中心运营〕5. Enterprise-wide resource planning (ERP) software (e.g., SAP R/3)企业资源方案〔ERP〕软件〔如：SAP R/3〕6. Data, voice, and network communications/connections (e.g., LAN, VAN, and WAN)数据，语音和网络通讯/连接〔如：局域网，虚拟专用网和广域网〕7. Server效劳器仅供参考8. Software licensing软件许可9. Mainframe大型机10. Operating systems操作系统11. Web infrastructure网络根底设施D. Business Continuity业务持续性1. IT contingency planning信息技术系统应急方案VII. Financial Management (13-23%)财务管理〔13-23%〕高顿网校小编预祝所有学员考试顺利，金榜题名！A. Financial Accounting and Finance财务会计与财务管理1. Basic concepts and underlying principles of financial accounting (e.g., statements, terminology, relationships)财务会计的根本概念与根本原那么〔如：报表，术语，关系〕2. Intermediate concepts of financial accounting (e.g., bonds, leases, pensions, intangible assets, RandD)中级财务会计概念〔如：债券，租赁，退休金，无形资产，研发支出〕3. Advanced concepts of financial accounting (e.g., consolidation, partnerships, foreign currency transactions)高级财务会计概念〔如：合并，合伙，外币业务〕4. Financial statement analysis (e.g., ratios)财务报表分析〔如：比率〕5. Types of debt and equity债务和权益的种类6. Financial instruments (e.g., derivatives)金融工具〔如：金融衍生品〕7. Cash management (e.g., treasury functions)现金管理〔如：出纳职能〕8. Valuation models估价模型9. Business valuation企业价值评估10. Inventory valuation存货估价11. Capital budgeting (e.g., cost of capital evaluation)资本预算〔如：资本本钱评估〕12. Taxation schemes (e.g., tax shelters, VAT)税收体制〔如：减免所得税合法手段，增值税〕B. Managerial Accounting管理会计1. General concepts根本概念2. Costing systems (e.g., activity-based, standard)本钱核算系统〔如：作业本钱系统，固定本钱系统〕3. Cost concepts (e.g., absorption, variable, fixed)仅供参考本钱的概念〔如：全部本钱，变动本钱，固定本钱〕4. Relevant cost相关本钱5. Cost-volume-profit analysis本-量-利分析6. Transfer pricing转移定价7. Responsibility accounting责任会计8. Operating budget运营预算VIII. Global Business Environment (0-10%)全球商业环境〔0-10%〕A. Economic / Financial Environments经济/金融环境1. Global, multinational, international, and multi-local compared and contrasted 全球的，跨国的，国际的，和多个地方的金融环境比较和对照2. Requirements for entering the global marketplace进入全球市场的要求3. Creating organizational adaptability形成组织的适应能力4. Managing training and development管理培训和开展B. Cultural / Political Environments文化的/政治的环境1. Balancing global requirements and local imperatives平衡全球的和地方的需求2. Global mindsets (personal characteristics/competencies)全球思维〔个人特征/能力〕3. Sources and methods for managing complexities and contradictions管理的复杂性和矛盾的根源与方法4. Managing multicultural teams多元文化团队的管理C. Legal and Economics — General Concepts (e.g., contracts)法经济学——根本概念〔如：合同〕D. Impact of Government Legislation and Regulation on Business (e.g., trade legislation)政府立法与监管对经营的影响〔如：贸易立法〕仅供参考。

企业舆情管理制度英文文献

企业舆情管理制度英文文献1. IntroductionCorporate public opinion management plays a crucial role in ensuring the reputation and image of a company. In today’s digital age, the impact of public opinion on a company's success or failure cannot be underestimated. With the rise of social media and online platforms, public opinion can spread rapidly and have a significant influence on consumer perceptions, investor confidence, and stakeholder trust. As a result, it is essential for companies to have a comprehensive public opinion management system in place to monitor, analyze, and respond to public sentiment effectively.2. The Importance of Public Opinion ManagementThe management of public opinion is integral to maintaining a positive corporate image and reputation. In t oday’s connected world, a single negative event or piece of information can spread like wildfire and have a detrimental impact on a company's brand. Therefore, it is critical for companies to proactively manage public opinion to minimize potential risks and protect their reputation.Public opinion management also has a direct impact on consumer behavior. Studies have shown that consumers are more likely to purchase products or services from companies with a positive public image. Therefore, a comprehensive public opinion management strategy can help drive consumer loyalty, trust, and ultimately, sales.Additionally, public opinion can influence investor confidence and stakeholder trust, impacting a company's financial performance and market value. Investors and stakeholders are more likely to support companies with strong reputations and positive public sentiment, making public opinion management a critical aspect of corporate governance.3. Components of a Corporate Public Opinion Management SystemA robust corporate public opinion management system should encompass the following components:3.1 Monitoring and AnalysisThe first step in managing public opinion is to monitor and analyze various sources of public sentiment. This includes social media platforms, news outlets, consumer forums, and other relevant channels. Companies can leverage advanced monitoring tools and technologies to track mentions, sentiment, and trends related to their brand. By utilizing big data analytics and natural language processing, companies can gain valuable insights into public opinion and identify potential issues before they escalate.3.2 Crisis ManagementIn the event of a public relations crisis, companies need to have a carefully crafted crisis management plan in place. This plan should outline specific protocols for addressing and responding to negative public sentiment. It should also designate key spokespersons and communication channels to ensure a coordinated and timely response. Additionally, the plan should include strategies for managing media inquiries and minimizing reputational damage.3.3 Stakeholder EngagementEngaging with stakeholders, including customers, employees, investors, and the community, is essential for managing public opinion. Companies should actively seek feedback and input from stakeholders, listen to their concerns, and address any issues or grievances promptly. This open and transparent approach can help build trust and credibility with key stakeholders, ultimately shaping positive public sentiment.3.4 Reputation ManagementProactively managing a company's reputation is a fundamental aspect of public opinion management. This includes engaging in corporate social responsibility activities, maintaining ethical business practices, and consistently delivering high-quality products and services. By prioritizing reputation management, companies can build a positive brand image and mitigate the impact of negative public sentiment.4. Best Practices for Corporate Public Opinion ManagementTo effectively manage public opinion, companies should adopt the following best practices: 4.1 Establish a dedicated public opinion management team with the expertise and resources to monitor, analyze, and respond to public sentiment.4.2 Implement advanced monitoring and analytics tools to track public opinion across various channels and extract actionable insights.4.3 Develop a crisis management plan that outlines protocols for addressing negative public sentiment and managing potential PR crises.4.4 Engage with stakeholders through transparent and open communication, seeking feedback and addressing concerns proactively.4.5 Prioritize reputation management by upholding ethical business practices, engaging in CSR activities, and delivering exceptional products and services.5. Case StudiesSeveral high-profile companies have exemplified effective public opinion management strategies. For example, after facing a major public relations crisis in 2018, Starbucks implemented a comprehensive response plan, which included a public apology, implicit bias training for employees, and a commitment to addressing social issues. Similarly, Airbnb hasproactively engaged with stakeholders and the community to address concerns around housing affordability and neighborhood impact, demonstrating its commitment to responsible business practices and reputation management.6. ConclusionIn today’s interconnected world, corporate public opinion management is a critical aspect of maintaining a positive brand image, building consumer trust, and securing investor confidence. By implementing a comprehensive public opinion management system that includes monitoring, crisis management, stakeholder engagement, and reputation management, companies can proactively shape public sentiment and minimize the impact of negative events. Ultimately, effective public opinion management can enhance a company's reputation, competitiveness, and long-term success.。

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。

公司治理原则 2015 英文

公司治理原则 2015 英文ENGLISH ANSWER:Corporate Governance Principles 2015。

Key Principles.Board Leadership: The board of directors is ultimately responsible for the governance of the company. The board should be composed of independent directors who arequalified and experienced. The board should also be diverse and inclusive, reflecting the company's stakeholders.Board Oversight: The board of directors is responsible for overseeing the management of the company. This includes setting the company's strategy, approving major transactions, and monitoring the company's performance.Risk Management: The board of directors is responsible for managing the company's risks. This includes identifying,assessing, and mitigating risks that could harm the company.Internal Control: The company should have a system of internal controls to ensure that the company's assets are protected and that the company's financial information is accurate.Disclosure and Transparency: The company shoulddisclose all material information to its shareholders and other stakeholders. This includes information about the company's financial performance, its risks, and its governance practices.Stakeholder Engagement: The company should engage with its stakeholders, including shareholders, employees, customers, suppliers, and the community. This engagement should be open, transparent, and constructive.Benefits of Good Corporate Governance.Good corporate governance can provide a number of benefits to a company, including:Improved financial performance: Companies with good corporate governance tend to have better financial performance than companies with poor corporate governance.Reduced risk: Companies with good corporate governance are less likely to experience financial distress or other types of risk.Increased shareholder value: Companies with good corporate governance tend to have higher shareholder value than companies with poor corporate governance.Improved reputation: Companies with good corporate governance have a better reputation than companies with poor corporate governance.Greater trust: Companies with good corporate governance are more likely to be trusted by their stakeholders.Conclusion.Corporate governance is essential for the success of any company. Good corporate governance can provide a number of benefits, including improved financial performance, reduced risk, increased shareholder value, and improved reputation.CHINESE ANSWER:公司治理原则 2015。

Corporate Governance

/中华会计网校会计人的网上家园Corporate GovernanceACCA F9考试：Corporate GovernanceCorporate governance—the system by which companies are directed and controlled. The objective of corporate governance may be considered as the reduction of agency costs to a level acceptable to shareholders.1 Principles of Good GovernanceVarious countries have developed their own codes on corporate governance. Although detailed knowledge of specific codes is not required, candidates should have an awareness of the main principles that underlie these codes:■Every company should be headed by an effective board which should lead and control the company.■There should be a clear division of responsibilities at the head of the company between running the board (chairman) and running the business (CEO); no single individual should dominate.■The board should have a balance of executive and independent non-executive directors.■All directors should be required to submit themselves for reelection on a regular basis.■Remuneration committees should be comprised of independent non-executive directors.■Remuneration committees should provide the packages needed to attract, retain and motivate executive directors and avoid paying more.■No director should be involved in setting his own remuneration.■The board should maintain a solid system of internal control to safeguard shareholders' investment and the company's assets.2 Government RegulationsThe UK Combined Code is included in the Listing Rules of the London Stock Exchange. Although compliance is not obligatory, any listed company which does not comply with the CombinedCode must explain its reasons for non-compliance.The US Sarbanes–Oxley Act applies to all companies listed on a US stock market, including their foreign subsidiaries. Compliance is mandatory.。

Corporate-governance

Title SheetThe Report QuestionCorporate governance，how a company is run，is becoming an important issue for companies to consider due to numerous recent high—profile corporate failures. As a result, businesses are starting to use a corporate governance statement as a way to communicate their corporate governance practices and promote their ethical credentials to interested parties, such as shareholders. This statement is often incorporated into the company's annual report. To assist with the development of good corporate governance and clear corporate governance statements the ASX Corporate Governance Council has developed a set of principles and recommendations to guide companies。

What is corporate governance and why is it an important issue for companies? Select the principles in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations that are most relevant to your BABC001 industry。

SarbanesOxley法案–美国公司治理法案

SarbanesOxley法案–美国公司治理法案Sarbanes-Oxley法案：美国公司治理法案引言在现代商业环境中，公司治理是确保公司管理和运作的透明度、责任性和合规性的关键要素。

Sarbanes-Oxley法案是美国国会于2002年通过的一项重要立法，以加强公司治理、保护投资者利益和增强金融市场稳定。

本文将深入探讨Sarbanes-Oxley法案的主要内容、影响和实施效果。

一、背景与动机扎兰博斯和欧克斯是这项法案的主要发起人，他们深知美国商界出现的一系列丑闻和金融欺诈行为给经济和投资者带来的巨大损失。

这些行为使许多知名企业倒闭，投资者也遭受了巨大的财务损失。

因此，Sarbanes-Oxley法案的目标是建立一个强大的公司治理框架，以防止潜在的内部欺诈和财务不正当行为。

二、主要内容Sarbanes-Oxley法案涵盖了许多方面的公司治理和金融监管，其中最重要的几个内容如下：1. 独立董事法案要求上市公司任命独立董事，以确保董事会在公司利益和投资者利益之间保持平衡。

独立董事在关键决策中发挥了重要作用，帮助监督高级管理层和执行团队。

2. 内部管控法案要求上市公司建立和维护有效的内部管控体系，包括制定详尽的内部审计和风险管理程序。

这些措施有助于防止财务舞弊和不当行为，同时提高公司透明度和治理水平。

3. 独立审计法案规定了审计委员会的职责和独立性要求，同时加强了外部审计师对公司账目和财务报告的审查程序。

这样做可以增加投资者对财务信息的信心，并发现潜在的财务违规行为。

4. 内幕交易禁止法案对内幕交易作出了具体规定，并加强了对高管和董事会成员的监管。

这种限制可以防止公司高层滥用内部信息，保护小股东和投资者的权益。

三、影响和实施效果Sarbanes-Oxley法案的实施对美国公司治理和金融市场产生了深远影响。

一方面，公司治理水平有所提高，财务透明度得到加强，投资者信心得到恢复。

另一方面，一些企业在遵守这项法案的过程中面临着成本和负担上升的挑战。

基于风险因子理论的康美药业财务舞弊研究

基于风险因子理论的康美药业财务舞弊研究一、本文概述Overview of this article随着资本市场的快速发展，企业的财务舞弊行为日益引起社会各界的广泛关注。

康美药业作为中国知名的医药企业，其财务舞弊事件不仅严重损害了投资者的利益，也对整个医药行业的健康发展造成了不良影响。

本文旨在基于风险因子理论，对康美药业财务舞弊事件进行深入的研究和分析，以期为企业的财务管理和监管部门的政策制定提供有益的参考。

With the rapid development of the capital market, financial fraud by enterprises has increasingly attracted widespread attention from all sectors of society. As a well-known pharmaceutical company in China, Kangmei Pharmaceutical's financial fraud incidents not only seriously damaged the interests of investors, but also had a negative impact on the healthy development of the entire pharmaceutical industry. This article aims to conduct in-depth research and analysis on the financial fraud incidents of Kangmei Pharmaceutical basedon the risk factor theory, in order to provide useful references for the financial management of enterprises and thepolicy-making of regulatory departments.本文将首先回顾康美药业财务舞弊事件的基本情况，包括舞弊手段、被发现的过程以及后续处理等。

安然事件英语观后感

安然事件英语观后感Enron: The Rise and Fall of a Corporate Giant.In the annals of corporate history, the Enron scandal stands as a towering tale of greed, deception, and the catastrophic consequences of unchecked ambition. The once-venerated energy behemoth, hailed as a model of innovation and financial success, crumbled in spectacular fashion, leaving behind a trail of shattered dreams, lost fortunes, and a legacy that continues to haunt the business world.The Genesis of a Corporate Empire.Enron's meteoric rise began in the early 1980s under the leadership of charismatic CEO Kenneth Lay. Lay envisioned transforming the company from a staid natural gas pipeline operator into a global energy powerhouse. Through a series of audacious acquisitions and strategic alliances, Enron built an empire that spanned power generation, energy trading, and telecommunications.The Cult of Risk and Reward.At Enron, risk-taking was not merely tolerated, it was celebrated. Traders were encouraged to push the envelope, betting on volatile energy markets in the pursuit of astronomical profits. The company's culture promoted excessive risk-taking and rewarded those who could outsmart the competition.The House of Cards.As Enron's empire grew, so too did its reliance on complex financial instruments such as derivatives and special purpose entities (SPEs). These instruments were designed to hide debt and inflate earnings, creating an illusion of financial stability. However, unbeknownst to investors and regulators, Enron's true financial condition was a house of cards, ready to collapse at the slightest disturbance.The Unraveling.In late 2001, a series of financial irregularities began to emerge at Enron. Rumors of accounting fraud andoff-balance sheet liabilities spread like wildfire. As investors and analysts dug deeper, they discovered the extent of Enron's deception. The company's stock plummeted, and its creditors demanded immediate repayment.The Corporate Implosion.On December 2, 2001, Enron filed for bankruptcy protection, becoming the largest corporate bankruptcy in U.S. history. The collapse sent shockwaves through the financial world, triggering a wave of investigations and lawsuits.Aftermath and Lessons Learned.The Enron scandal exposed a fundamental flaw in the regulatory framework that allowed corporations to engage in unchecked risk-taking. It led to a major overhaul of corporate governance practices, including stricteraccounting standards and increased transparency infinancial reporting.Moreover, the scandal served as a stark reminder of the dangers of corporate hubris. The pursuit of short-term profits and the elevation of risk-taking over sound business practices can have catastrophic consequences. Enron's collapse demonstrated that even the most successful corporations can fall victim to greed and deception.Conclusion.The Enron scandal is a cautionary tale about the perils of unchecked ambition and the importance of ethical corporate conduct. It is a reminder that the pursuit of wealth and power should never come at the expense of integrity and transparency. The lessons learned from Enron continue to shape the regulatory landscape and provide valuable insights into the complexities of corporate governance.。

外企企业秘书英语作文

外企企业秘书英语作文In the globalized business environment, the role of a corporate secretary in a multinational company (MNC) is pivotal. They are not just administrative assistants but play a crucial part in ensuring the smooth functioning of the organization, compliance with regulations, and maintaining corporate governance standards. This essay delves into the responsibilities, challenges, and the significance of the corporate secretary in an MNC setting. **Responsibilities of a Corporate Secretary**1. **Compliance Management**: The corporate secretary ensures that the company adheres to all local and international laws, regulations, and best practices. This involves monitoring changes in legal frameworks and updating the company's policies and procedures accordingly.2. **Corporate Governance**: They are responsible for maintaining robust corporate governance practices,including board meetings, minutes recording, and ensuring transparent decision-making processes. 3. **Secretarial Duties**: This includes managing the board's agenda, scheduling meetings, and preparing board papers. They alsohandle board resolutions, minutes, and other official documents. 4. **Shareholder Relations**: The corporate secretary is often the liaison between the board and shareholders, ensuring timely communication and addressing any queries or concerns. 5. **Risk Management**: They playa role in identifying and mitigating potential risks to the company, especially those related to legal and regulatory compliance.**Challenges Faced by Corporate Secretaries**1. **Diversity and Complexity of Regulations**: Navigating through different legal frameworks andregulations in multiple jurisdictions can be challenging. Staying updated with the latest legal changes and ensuring compliance across all locations is a significant task. 2.**Balancing Stakeholder Interests**: Balancing theinterests of various stakeholders, including shareholders, board members, employees, and other interested parties, can be complex. The corporate secretary must ensure fair and transparent decision-making while considering the interests of all parties involved. 3. **Rapid Technological Changes**: The corporate secretary must keep up with the pace oftechnological advancements to ensure that the company's operations and processes are efficient and compliant. This includes understanding new tools and platforms that can aid in compliance management and secretarial duties. 4. **High-Pressure Environment**: Working in a fast-paced and often high-pressure environment can be stressful. The corporate secretary must handle multiple tasks efficiently while maintaining a high level of confidentiality and professionalism.**The Significance of the Role**The corporate secretary plays a crucial role inbuilding and maintaining the company's reputation. Their work ensures that the company operates ethically, transparently, and in compliance with all relevant regulations. Their efforts contribute to enhancing trust among stakeholders, which is essential for the long-term success of any organization.In conclusion, the role of a corporate secretary in an MNC is not just about administrative tasks but involves managing compliance, corporate governance, and stakeholder relations. It requires a high level of professionalism,knowledge, and adaptability to handle the challenges and responsibilities effectively. The significance of this role cannot be overstated as it is integral to the smooth functioning and long-term sustainability of the organization.**外企企业秘书的角色与挑战**在全球化的商业环境中，跨国公司的企业秘书角色至关重要。