Corporate Governance and Institutional Ownership

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中国公司治理热点问题分析-AsianCorporateGovernanceAssociation

中国公司治理热点问题分析-AsianCorporateGovernanceAssociation
市场
澳大利亚 1. 新加坡 2. 中国香港
2012年 2014年 2016年
69 66 64 65 78 67 65
2014年到2016 公司治理改革方向 年的变化
(+3) 总体来说没有大问题,但也许危机潜伏 行动才会有反应:香港市场的常态
3. 日本
4. 中国台湾 5. 泰国
55
53 58
60
56 58
亚洲公司治理协会
“中国公司治理热点问题分析”
嘉宾:
亚洲公司治理协会秘书长 艾哲明
深圳证券交易所 2017年3月22日
深圳证券交易所 2017年3月22日
1
主要内容
1. 2. 3. 4. 5. 6. 7.
亚洲公司治理协会简介 公司治理观察报告2016-概览 公司治理观察报告2016-中国大陆 中国公司治理现状 中国公司治理面临的挑战 中国公司治理热点议题讨论 问答环节
6. Oekom Research
7. Vigeo Eiris 8. Asian Corporate Governance Association
9. Hermes Equity Ownership Services
10. Solaron
深圳证券交易所 2017年3月22日
9
2016年全球责任投资独立研究机构评选结果
12
概览- 2016年市场分类得分
市场
移到严格执法上 北亚地区在此次调查中进步明显 金融市场的监管者与政府官员之间的 意见分歧越趋明显 监管机构不是市场公司治理水平好坏 的唯一责任方—未来的十五年,重心
将会围绕系统中的其他参与者作出他
们应有的贡献
深圳证券交易所 2017年3月22日

澳科大硕士论文范文格式

澳科大硕士论文范文格式
聲明:本格式使用內容改編自博士論文《公司治理與財務績效關聯性之研究-台灣新 上市公司為例》,只作為學位論文格式統一規範的參考,不作其他用途。
題目:公司治理與財務績效關聯性 之研究-台灣新上市公司為例
Title:
姓名 Name 學號 Student No. 學院 Faculty 課程 Program 專業方向 Major 指導教師 Supervisor 日期 Date
Key words: corporate governance, financial performance, corporate governance variable, corporate governanceLeabharlann level.III目錄
第一章 緒論………………………………………………………………………1 第一節 研究動機與目的………………………………………………………1 第二節 研究範圍與限制………………………………………………………10 第三節 研究流程與論文架構 ………………………………………………13
科技產業轉投資家數越多,則公司治理程度對會計績效,亦呈正 向相關。 六、推動強化公司治理政策實施後,有參與管理的公司對經營績效有 正向的影響 七、法令規範後,公司治理與經營績效表現較佳
I
八、高科技產業的公司治理表現較佳 關鍵詞:公司治理、財務績效、公司治理變數、公司治理程度
II
Abstract
This research used 279 companies established between 1999 and 2004 as the sample, examining the relationship between corporate governance and financial performance. Corporate governance variable during the time when company gets started is used to examine the effect of corporate governance on accounting effectiveness after the company has been on the market, as well as the effect on the return rate during the first 30 days of the company’s opening. Further analysis from literature review on corporate governance, using single measurement, is according to the median of the level of corporate governance and the rating of corporate governance variable, to cross examine its effect on financial performance. Also, a comparison of the effect on strengthening corporate governance using “Stock Exchange Listing Standards” before and after the company was listed on the stock market on corporate governance and financial performance. Correlation, T-test, and Regression analysis were used to examine three hypotheses. Findings include: 1) Company characteristics High Tech industry has better corporate governance mechanism than traditional industries. 2) Characteristic of corporate governance level High corporate governance companies have better accounting effectiveness and market performance. 3) Correlation between economic cycle and industry type v.s. corporate governance and

cdcs单词资料

cdcs单词资料

1.Agency Theory 代理理论This choice of agency theory is in harmony with focusing on institutional venture capital type and on the investor’s perspective.选择代理人理论是与关注机构风险资本类型和投资人视角相一致的。

2.corporate governance 公司治理;企业管治,企业治理;公司管治I would like to share with you some ideas about corporate governance and development.我想在这里与诸位交流我自己对公司治理和发展问题的一些看法。

3.stakeholder 利益相关者股东保证金保存人赌金保管人We all have ample reason to support this direction. The World is a stakeholder in China’s future.我们有充分的理由支持这一发展方向,世界是中国未来发展的利益攸关方。

4.major issue 重大问题This, of course, is another major issue, but one far more for parents and society than the schools themselves.当然,这也是一个十分重要的问题,但这个问题更多的是家长和社会的问题而不是学校的。

5.encounter vt. 遭遇,邂逅;遇到n. 遭遇,偶然碰见vi. 遭遇;偶然相遇to encounter a new situation 意外地遇到新形势6.syllabus n. 教学大纲,摘要;课程表All of these details are in the syllabus and I'll stick around and answer questions.所有这些细节都在教学大纲里,我会在这里留一会,回答你们的问题7.code n. 代码,密码;编码;法典vt. 编码;制成法典vi. 指定遗传密码But we have not yet implemented this in the code.但我们在代码中尚未实现此功能。

公司治理岗 英文

公司治理岗 英文

公司治理岗英文
1. Corporate Governance Position
2. Role in Corporate Governance
3. Job in Corporate Governance
4. Position in Corporate Governance Function
5. Corporate Governance Function Role
这些翻译都表达了在公司治理方面的工作职位或职责。

具体使用哪个翻译取决于上下文和使用习惯。

"Corporate Governance"指的是公司治理,涉及公司的组织架构、决策制定、监督机制、合规性等方面。

如果你需要更具体的翻译,可以提供更多关于该岗位的信息,例如工作内容、职责范围等,我将为你提供更准确的翻译。

此外,公司治理岗位通常涉及监督和管理公司的各个方面,确保公司的运营符合法律、法规和道德标准,并促进公司的可持续发展和价值创造。

无论是在国内还是国际环境中,公司治理岗位都非常重要,因为它有助于维护公司的透明度、问责制和良好的治理实践,从而保护股东、投资者和其他利益相关者的利益。

如果你对公司治理岗位有更深入的问题或需要更多信息,请随时提问。

我将尽力为你提供帮助。

企业三权分立治理体系

企业三权分立治理体系

企业三权分立治理体系英文回答:Corporate Tripartite Governance System.The corporate tripartite governance system refers to the division of corporate governance power among three different parties: shareholders, directors, and managers. This system is designed to ensure that each party has arole in the governance of the corporation and that no one party has too much power.The shareholders are the owners of the corporation and have the ultimate authority over the company. They elect the directors, who are responsible for overseeing the management of the company. The managers are responsible for the day-to-day operations of the company.This system of checks and balances is designed to prevent any one party from gaining too much power and toensure that the corporation is run in the best interests of all stakeholders.Chinese 回答:企業三權分立治理體系。

公司治理 外文书籍

公司治理 外文书籍

公司治理外文书籍
以下是一些关于公司治理的外文书籍推荐:
《公司治理》(Corporate Governance) - 国立政治大学财务管理研究所教授郑志弘著,详细介绍了公司治理的理论框架、机制和实务,适合初学者。

《Corporation Governance: Principles, Policies, and Practices》- R. I. Tricker著,研究公司治理的经典著作,综合了理论和实践,并涵盖了全球
范围内的案例研究。

《Good to Great by Jim Collins》- 通过分析包括可口可乐、英特尔、通
用电气等在内的著名公司,讨论他们是如何保持长期的发展,这对中国公司建立百年老店的目标应该很有启发。

《First, break all the rules by Marcus Buckingham and Curt Coffman》- 通过大量的调查和分析,讲述优秀的经理人是如何鼓励员工实现潜能的,
而不是通过简单的金钱和福利手段,对于真正理解美国公司的管理和文化很有实战意义。

《Strength Finder by Tom Rath》- 讲述如何找到和充分发挥个人的长处,跟传统文化的一些提高自己的短处的思路有很大的不同。

此外,还有《董事会运作手册》、《公司治理:中国学习与实践》等书籍,这些书籍都是关于公司治理的经典之作,对于深入了解公司治理的原理和实践非常有帮助。

A Survey of Corporate Governance

A Survey of Corporate Governance

American Finance AssociationA Survey of Corporate GovernanceAuthor(s): Andrei Shleifer and Robert W. VishnySource: The Journal of Finance, Vol. 52, No. 2 (Jun., 1997), pp. 737-783Published by: Blackwell Publishing for the American Finance AssociationStable URL: /stable/2329497Accessed: 23/03/2010 01:01Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you may use content in the JSTOR archive only for your personal, non-commercial use.Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at/action/showPublisher?publisherCode=black.Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed page of such transmission.JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range of content in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new forms of scholarship. For more information about JSTOR, please contact support@.Blackwell Publishing and American Finance Association are collaborating with JSTOR to digitize, preserveand extend access to The Journal of Finance.。

第六章:公司治理ppt课件

第六章:公司治理ppt课件
Trends of corporate governance
内部治理机制
所有权集中程度:
由大股东的数量及其控制的股份占总股份的比例决定; 大股东通常对公司发行的股份控股5%以上。
董事会
由股东选出的,代表股东利益来行使对企业高层管理者 进行监督和控制的群体。
管 理 者报酬
通过工资、奖金和长期激励性报酬如股票期权将经理人 和所有者利益联系起来的公司治理机制。
外部治理机制
接管约束( takeover constraint )
被另一家企业收购的风险
财 务 报 表 与 审计 媒 体 和 公 众 活动 ……
The concept of stakeholder Agency theory and corporate governance Mechanism of corporate governance Corporate governance in different countries
Trends of corporate governance
英美公司治理模式
所有权较为分散,外部监督为主; 股权分散的股东不能有效地监控管理层的行为, “弱股东,强管理层”; 依赖公司治理市场,以及破产、法院等外部机制予 以 解 决。 典型代表:美国、英国、加拿大、澳大利亚等。
安然事件后美国公司治理的改革
奖金认股选择权和买卖股票的收益都必须返还公司sec解职令如果sec认为公众公司董事和其他管理者存在欺诈行为或者不称职可以有条件或者无条件暂时或者永久禁止此人在公众公司担任董事和其他管理职务以前sec须向法院申请解职令事或者其他管理者为实质不称职同样大小的气缸容积可以发出更大的指示功气缸工作容积的利用程度越佳
萨班法案(Sarbanes-Oxley Act)

Corporate-governance

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。

企业管理英文文献综述范文

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.。

金融方面的专业英语词汇

金融方面的专业英语词汇

金融方面的专业英语词汇AAcceleration depreciation 加速折旧Acceleration Clause 加速条款,提前偿付条款Acceptor 承兑人;受票人;接受人Acceptance 承兑,承兑汇票Acceptance Commission 承兑费用Acceptance Credit承兑信用证,承兑信用Acceptance Market承兑票据市场Acceptance bank承兑银行Accommodation paper 融通票据;担保借据Accounts payable 应付帐款Accounts receivable 应收帐款Accrual basis 应计制;权责发生制Accrued interest 应计利息Accredited Investors 合资格投资者;受信投资人指符合美国证券交易委员(SEC)条例,可参与一般美国非公开(私募)发行的部份机构和高净值个人投资者Accredit value 自然增长值ACE 美国商品交易所Acid Test Ratio 酸性测验比率;速动比率Across the board 全面一致;全盘的Acting in concert 一致行动;合谋Active assets 活动资产;有收益资产Active capital 活动资本Actual market 现货市场Actuary 精算师;保险统计专家ADB 亚洲开发银行ADR 美国存股证;美国预托收据;美国存托凭证ADS 美国存托股份Ad valorem 从价;按值Affiliated company 关联公司;联营公司After date 发票后,出票后After-market 后市Agreement 协议;协定All-or-none order 整批委托Allocation 分配;配置Allotment 配股Alpha (Market Alpha) 阿尔法;预期市场可得收益水平Alternative investment 另类投资American Commodities Exchange 美国商品交易所American Depository Receipt 美国存股证;美国预托收据;美国存托凭证 (简称“ADR ”参见ADR栏目)American Depository Share 美国存托股份Amercian Stock Exchange 美国证券交易所American style option 美式期权Amex 美国证券交易所Amortizable intangibles 可摊销的无形资产Amortization 摊销Amsterdam Stock Exchange 阿姆斯特丹证券交易所Annual General Meeting 周年大会Annualized 年度化;按年计Annual report 年报;年度报告Anticipatory breach 预期违约Antitrust 反垄断APEC 亚太区经济合作组织(亚太经合组织)Appreciation [财产] 增值;涨价Appropriation 拨款;经费;指拨金额Arbitrage 套利;套汇;套戥Arbitration 仲裁Arm's length transaction 公平交易Arrears拖欠,欠款Articles of Association 公司章程;组织细则At-the-money option 平价期权;等价期权ASEAN 东南亚国家联盟 (东盟)Asian bank syndication market 亚洲银团市场Asian dollar bonds 亚洲美元债券Asset Allocation 资产配置Asset Backed Securities 资产担保债券Asset Management 资产管理Asset swap 资产掉期Assignment method 转让方法;指定分配方法ASX 澳大利亚证券交易所Auckland Stock Exchange 奥克兰证券交易所Auction market 竞价市场Authorized capital 法定股本;核准资本Authorized fund 认可基金Authorized representative 授权代表Australian Options Market 澳大利亚期权交易所Australian Stock Exchange 澳大利亚证券交易所BBack-door listing 借壳上市Back-end load 撤离费;后收费用Back office 后勤办公室Back to back FX agreement 背靠背外汇协议Bad check空头支票,坏票,退票Bad debts risk坏账风险Bailout指相关机构对周转有问题的银行提供财务援助的措施,如融资Balance of payments 国际收支平衡;收支结余Balance of trade 贸易平衡Balance sheet 资产负债表Balloon maturity 期末放气式偿还Balloon payment 最末期大笔还清Bancogiro银行资金划拔制度Bank, Banker, Banking 银行;银行家;银行业Bank account银行往来账户Bank Charge银行手续费(来澳洲的之前一定要问清楚,我吃亏了)Bank for International Settlements 国际结算银行Bank holding company 银行控股公司Bank interest 银行存款利息,银行贷款利息Bankruptcy 破产Bank loan银行贷款Base day 基准日Base rate 基准利率Basis point 基点;点子Basis swap 基准掉期Bear market 熊市;股市行情看淡Bearer 持票人Bearer stock 不记名股票Behind-the-scene 未开拓市场Below par 低于平值Benchmark 比较基准Beneficiary 受益人Beta (Market beta) 贝他(系数);市场风险指数Best practice 最佳做法;典范做法Bills department 押汇部Bill of exchange 汇票BIS 国际结算银行Blackout period 封锁期Block trade 大额交易;大宗买卖Blue chips 蓝筹股Blue Sky [美国] 蓝天法;股票买卖交易法Board of directors 董事会Bona fide buyer 真诚买家Bond market 债券市场,债市Bonds 债券,债票Bonus issue 派送红股Bonus share 红股Book value 帐面值Bookbuilding 建立投资者购股意愿档案;建档;询价圈购BOOT 建造;拥有;经营;转让BOT 建造;经营;转让Bottom line 底线;最低限度Bottom-up 由下而上(方法)Bounced cheque 空头支票Bourse 股票交易所(法文)BP (Basis Point) 基点Brand management 品牌管理Break-up fees 破除协议费用Break-up valuation 破产清理价值评估Breakeven point 收支平衡点Bridging loan 临时贷款/过渡贷款Broad money 广义货币Broker, Broking,Brokerage House 经纪;证券买卖;证券交易;证券行;经纪行Brussels Stock Exchange 布鲁塞尔证券交易所BSSM 建造/设备供应-服务/维修Bubble economy 泡沫经济Build, Operate and Transfer 建造、经营、转让Build, Own, Operate and Transfer 建造;拥有;经营;转让Build/Supply-Service/Maintain 建造/设备供应-服务/维修Bull market 牛市;股市行情看涨Bullets 不得赎回直至到期(债券结构之一)Bullish 看涨; 看好行情Bundesbank 德国联邦银行;德国央行Business day 营业日Business management 业务管理;商务管理;工商管理Business studies 业务研究;商业研究Buy-back 回购Buy-side analyst 买方分析员Buyer's credit 买方信贷(进口)Buyout 收购;买入By-law 细则;组织章程CCAC 巴黎CAC指数CAGR 复合年增长率Calendar year 月历年度Call-spread warrant 欧洲式跨价认股权证Call option 认购期权Call protection/provision 赎回保障/条款Call warrant 认购认股权证Callable bond 可赎回债券Cap 上限Capacity 生产能力;产能CAPEX 资本支出Capital Adequacy Ratio 资本充足比率Capital base 资本金;资本基楚Capital expenditure 资本支出Capitalization >资本值Capital markets 资本市场;资金市场Capital raising 融资;筹集资金Carry trade 利率差额交易;套利外汇交易;息差交易Cash-settled warrant 现金认股权证Cash earnings per share 每股现金盈利Cash flow 现金流量CCASS 中央结算及交收系统CD 存款证CDS 参见Credit Default Swap栏目CEDEL 世达国际结算系统(即欧洲货币市场结算系统) Ceiling 上限Ceiling-floor agreement 上下限协议Central Clearing & Settlement System 中央结算及交收系统CEO 行政总栽;行政总监;首席执行官CEPA 即2003年6月29日于香港签署的《内陆与香港关于建立更紧密经贸关系的安排》,是英文“The Closer Economic Partnership Arrangement (CEPA) between Hong Kong and the Mainland”的简称。

国际财务管理课本单词

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的定义

corporate governance的定义

corporate governance的定义
公司治理(Corporate Governance)是指一套机制和制度安排,用以确保公司管理层的行为符合股东和其他利益相关者的利益,同时促进公司的长期稳定发展。

这套机制涵盖了公司的内部管理和外部监管,以及公司与各利益相关者之间的关系管理。

首先,公司治理的核心目标是保护股东权益。

股东作为公司的所有者,享有公司的经营成果和承担风险。

因此,公司治理机制应确保管理层以股东利益最大化为目标,避免管理层滥用职权、损害股东利益的行为发生。

其次,公司治理还包括了对公司内部管理层的监督和制衡。

这通常通过设立董事会、监事会等内部机构来实现。

董事会负责制定公司的战略和政策,并对管理层进行监督;监事会则负责监督董事会的决策和管理层的执行情况,确保公司的运营符合法律法规和股东利益。

此外,公司治理还涉及到公司与各利益相关者之间的关系管理。

这些利益相关者包括员工、客户、供应商、债权人等,他们的利益与公司的发展密切相关。

因此,公司治理机制应确保公司在追求自身利益的同时,充分考虑并维护这些利益相关者的权益。

最后,公司治理还强调透明度和信息披露。

公司应及时、准确、全面地披露其财务状况、经营状况和风险信息,以便股东和其他利益相关者做出明智的决策。

总之,公司治理是一套复杂的机制和制度安排,旨在确保公司的管理层以股东和其
他利益相关者的利益为出发点,促进公司的长期稳定发展。

良好的公司治理结构有助于提高公司的竞争力和市场信誉,为公司的长期发展奠定坚实的基础。

欧盟绿皮书《Corporate governance in financial institutions and remuneration policies》

欧盟绿皮书《Corporate governance in financial institutions and remuneration policies》

ENEUROPEAN COMMISSIONBrussels, 2.6.2010COM(2010) 284 finalGREEN PAPERCorporate governance in financial institutions and remuneration policies{COM(2010) 285 final}{COM(2010) 286 final}{SEC(2010) 669}GREEN PAPERCorporate governance in financial institutions and remuneration policies(Text with EEA relevance)1. INTRODUCTIONThe scale of the financial crisis triggered by the bankruptcy of Lehman Brothers in autumn 2008 and linked to the inappropriate securitisation of US subprime mortgage debt led governments around the world to question the effective strength of financial institutions and the suitability of their regulatory and supervisory systems to deal with financial innovation in a globalised world. The massive injection of public funding in the US and Europe – up to 25% of GDP – was accompanied by a strong political will to learn the lessons of the financial crisis in all its dimensions to prevent such a situation happening again in the future.In its Communication of 4 March 20091, effectively a programme for reforming the regulatory and supervisory framework for financial markets based on the conclusions of the Larosière report2, the European Commission announced that it would (i) examine corporate governance rules and practice within financial institutions, particularly banks, in the light of the financial crisis, and (ii) where appropriate, make recommendations, or even propose regulatory measures, in order to remedy any weaknesses in the corporate governance system in this key sector of the economy. Strengthening corporate governance is at the heart of the Commission's programme of financial market reform and crisis prevention. Sustainable growth cannot exist without awareness and healthy management of risks within a company. As highlighted by the Larosière report, it is clear that boards of directors, like supervisory authorities, rarely comprehended either the nature or scale of the risks they were facing. In many cases, the shareholders did not properly perform their role as owners of the companies. Although corporate governance did not directly cause the crisis, the lack of effective control mechanisms contributed significantly to excessive risk-taking on the part of financial institutions. This general observation is all the more worrying because corporate governance has been relied upon as one of the ways of regulating business life. Consequently, there is a need to address the fundamental question of whether the existing corporate governance regime is deficient as far as financial institutions are concerned or whether it has rather been poorly implemented.In the financial services sector, corporate governance should take account of the interests of other stakeholders (depositors, savers, life insurance policy holders, etc), as well as the stability of the financial system, due to the systemic nature of many players. At the same time, it is important to avoid any moral hazard by not diminishing the responsibility of private stakeholders. It is therefore the responsibility of the board of directors, under the supervision 1COM (2009) 114 final.2Report of the High-Level Group on Financial Supervision in the EU published on 25 February 2009.Mr Jacque de Larosière was chairman of the group.of the shareholders, to set the tone and in particular to define the strategy, risk profile and appetite for risk of the institution it is governing.The options outlined in this Green Paper are likely to accompany and supplement the legal provisions implemented or planned for the purpose of strengthening the financial system, in particular in the context of the reform of the European supervisory architecture3, the Capital Requirements Directive (the 'CRD')4, the Solvency II Directive5 for insurance companies, reform of the UCITS system and the regulation of Alternative Investment Fund Managers. Corporate governance requirements should also take account of a financial institution's type (retail bank, investment bank) and size. The principles of sound corporate governance referred to in this Green Paper focus primarily on large financial institutions. These principles should be adapted so as to be applied effectively to smaller financial institutions.This Green Paper should be read in conjunction with the Commission Staff Working Paper (COM(2010) XYZ) 'Corporate governance in financial institutions: the lessons to be learnt from the current financial crisis and possible steps forward'. This document takes stock of the situation.It is also important to point out that, since its meeting in Washington on 15 November 2008, the G20 has endeavoured to improve, amongst other things, risk management and compensation practices within financial institutions6.Lastly, the Commission will soon launch a broader review on corporate governance within listed companies in general and, in particular, on the place and role of shareholders, the distribution of duties between shareholders and boards of directors with regard to supervising senior management teams, the composition of boards of directors, and corporate social responsibility.2. THE CONCEPT OF CORPORATE GOVERNANCE AND FINANCIAL INSTITUTIONSThe traditional definition of corporate governance refers to relations between a company's senior management, its board of directors, its shareholders and other stakeholders, such as employees and their representatives. It also determines the structure used to define a company's objectives, as well as the means of achieving them and of monitoring the results obtained7.3See the Commission proposals creating three European Supervisory Authorities and a European Systemic Risk Board.4Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast), OJ L 177 of 30.6.2006 and Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions (recast), OJ L 177 of 30.6.2006.5Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast) OJ L 335 of17.12.2009.6It was confirmed at the Pittsburgh Summit of 24 and 25 September 2009 that compensation practices would have to be reformed in order to maintain financial stability.7See, for example, the OECD's Principles of Corporate Governance, 2004, p. 11. The Green Paper focuses on this limited definition of corporate governance and does not deal with some other important aspects, such as separation of functions within a financial institution, internal controls and accounting independence.Due to the nature of their activities and interdependencies within the financial system, the bankruptcy of a financial institution, particularly a bank, can cause a domino effect, leading to the bankruptcy of other financial institutions. This can lead to an immediate contraction of credit and the start of an economic crisis due to lack of financing, as the recent financial crisis demonstrated. This systemic risk led governments to shore up the financial sector with public funding. As a result, taxpayers are inevitably stakeholders in the running of financial institutions, with the goal of financial stability and long-term economic growth. Furthermore, the interests of financial institutions' creditors (depositors, life insurance policy holders or beneficiaries of pension schemes and, to a certain extent, employees) are potentially at odds with those of their shareholders. Shareholders benefit from a rise in the share price and maximisation of profits in the short term and are potentially less interested in too low a level of risk. For their part, depositors and other creditors are focused only on a financial institution's ability to repay their deposits and other mature debts, and thus on its long-term viability. As a result, depositors can be expected to favour a very low level of risk8. Largely as a result of the particularities relating to the nature of their activities, most financial institutions are strictly regulated and supervised. For the same reasons, financial institutions' internal governance cannot be reduced to a simple problem of conflicts of interest between shareholders and the management. Consequently, the rules of corporate governance within financial institutions must be adapted to take account of the specific nature of these companies. In particular, the supervisory authorities, whose mission to maintain financial stability coincides with the interests of depositors and other creditors to control risk-taking by the financial sector, have an important role to play in shaping best practices for governance in financial institutions.Various legal instruments and recommendations at international and European level applicable to financial institutions and in particular banks, already take account of the particularities of financial institutions and the role of supervisory authorities9.However, the existing rules and recommendations are based first and foremost on supervisory considerations and focus on the existence of adequate internal control, risk management, audit and compliance structures within financial institutions. They did not prevent excessive risk-taking by financial institutions, as the recent financial crisis demonstrated.8See Peter O. Mülbert, Corporate Governance of Banks, European Business Organisation Law Review,12 August 2008, p.427.9Basel Committee on Banking Supervision, Enhancing corporate governance for banking organisations, September 1999. Revised in February 2006; OECD, Guidelines for insurers' governance, 2005; OECD, Revised guidelines for pension fund governance, July 2002; Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, OJ L 145 of 30.4.2004; Solvency II Directive;Capital Requirements Directive; Committee of European Banking Supervisors, Guidelines on the Application of the Supervisory Review Process under Pillar 2 (CP03 revised), 25 January 2006, /getdoc/00ec6db3-bb41-467c-acb9-8e271f617675/GL03.aspx; CEBS High Level Principles for Risk Management, 16 February 2010, /Publications/Standards-Guidelines/CEBS-High-Level-Principles-for-Risk-Management.aspx3. DEFICIENCIES AND WEAKNESSES IN CORPORATE GOVERNANCE WITHIN FINANCIALINSTITUTIONSThe Commission considers that an effective corporate governance system, achieved through control mechanisms and checks, should lead to the main stakeholders in financial institutions (boards of directors, shareholders, senior management, etc.) assuming a higher degree of responsibility. Conversely, the financial crisis and its serious economic and social consequences have led to a significant loss of confidence in financial institutions, particularly with regard to the following.3.1. The question of conflicts of interestThe questions raised by the issue of conflicts of interest and management of such conflicts are nothing new. Indeed, the issue arises in every organisation or company. Nonetheless, given the systemic risk, the volume of transactions, the diversity of financial services provided and the complex structure of large financial groups, the issue is particularly pressing in the case of financial institutions. Potential conflicts of interest can arise in a variety of situations (for example, exercising incompatible roles or activities, such as providing advice on investments while managing an investment fund or managing for one's own account, incompatibility of mandates held on behalf of different clients/financial institutions). This problem can also arise between a financial institution and its shareholders/investors, particularly where there is cross-shareholding or business links between an institutional investor (for example through the parent company) and a financial institution in which it is investing.At Community level, the MiFID10 is a step forward for transparency, devoting a specific section to certain aspects of this issue. However, the asymmetric information between investors and shareholders on the one hand, and the financial institution concerned on the other (an imbalance compounded by the ever-increasing complexity and diversity of the services provided by financial institutions), calls into question the effectiveness of market identification and supervision of various conflicts of interest involving financial institutions. Furthermore, as the CEBS, CEIOPS and CESR committees note in their joint report on internal governance11, there is a lack of consistency in the content and detail of the conflict of interest rules to which the various financial institutions are subject, depending on whether they need to apply the provisions of MiFID, the CRD, the UCITS Directive12 or Solvency 2. 3.2. The problem of effective implementation by financial institutions of corporategovernance principlesThe general consensus13 is that the existing principles of corporate governance, namely the OECD principles, the recommendations of the Basel Committee, and Community legislation14, already cover to a certain extent the problems highlighted by the financial crisis. In spite of this, the financial crisis revealed the lack of genuine effectiveness of corporate 10Directive 2004/39/EC on markets in financial instruments, (OJ L 145 of 30.4.2004).11'Cross-sectoral stock-take and analysis of internal governance requirements' by CESR, CEBS, CEIOPS, October 2009.12 Directive2009/65/EC.13See the OECD's public consultation 'Corporate governance and the financial crisis' of 18 March 2009 and in particular the section entitled 'Implementation gap'.14Directive 2006/46/EC obliges financial institutions listed on regulated markets to draw up a corporate governance code to which they are subject, and to indicate any parts of the code from which they have departed and the reasons for doing so.governance principles in the financial services sector, particularly with regard to banks. Several theories have been put forward to explain this situation:–the existing principles are too broad in scope and are not sufficiently precise. As a result, they gave financial institutions too much scope for interpretation. Furthermore, they proved difficult to put into practice, in most cases leading to a purely formal application(i.e., a box-ticking exercise), with no real qualitative assessment.–the lack of a clear allocation of roles and responsibilities with regard to implementing the principles, within both the financial institution and the supervisory authority.–the non-binding nature of corporate enterprise principles: the fact that there was no legal obligation to comply with recommendations by international organisations or the provisions of a corporate governance code, the problem of the neglect of corporate governance by supervisory authorities, the weakness of relevant checks, and the absence of deterrent penalties all contributed to the lack of effective implementation by financial institutions of corporate governance principles.3.3. Boards of directors15The financial crisis clearly shows that financial institutions' boards of directors did not fulfil their key role as a principal decision-making body. Consequently, boards of directors were unable to exercise effective control over senior management and to challenge the measures and strategic guidelines that were submitted to them for approval.The Commission considers that their failure to identify, understand and ultimately control the risks to which their financial institutions were exposed is at the heart of the origins of the crisis. Several reasons or factors contributed to this failure:–members of boards of directors, in particular non-executive directors, devoted neither sufficient resources nor time to the fulfilment of their duties. Furthermore, several studies have clearly demonstrated that, faced with a chief executive officer who is omnipresent and in some cases authoritarian, non-executive directors felt unable to raise objections to, or even question, the proposed guidelines or conclusions due to a lack of technical expertise and/or confidence.–members of boards of directors did not come from sufficiently diverse backgrounds. The Commission, like several national authorities, notes a lack of diversity and balance in terms of gender, social, cultural and educational background.–boards of directors, in particular the chairman, did not carry out a serious performance appraisal either of their individual members or of the board of directors as a whole.–boards of directors were unable or unwilling to ensure that the risk management framework and risk appetite of their financial institutions were appropriate.15The term 'board of directors' in this Green Paper essentially refers to the supervisory role of directors ina company which, in a dual structure, generally falls within the scope of the supervisory board. ThisGreen Paper does not prejudice the roles attributed to different company bodies under national legal systems.–boards of directors proved unable to recognise the systemic nature of certain risks and thus to provide sufficient information upstream to their supervisory authorities Furthermore, even where effective dialogue existed, corporate governance issues were rarely on the agenda.The Commission considers that these serious deficiencies and acts of misconduct raise important questions about the quality of appointment procedures. The basis for quality in a board of directors lies in its composition.management3.4. RiskRisk management is one of the key aspects of corporate governance, particularly in the case of financial institutions. Several large financial institutions no longer exist precisely because they neglected the basic rules of risk management and control. Financial institutions have too often failed to take a holistic approach to risk management. The main failures and shortcomings can be summarised as follows:– a lack of understanding of the risks on the part of those involved in the risk management chain and insufficient training for those employees responsible for distributing risk products16;– a lack of authority on the part of the risk management function. Financial institutions have not always granted their risk management function sufficient powers and authority to be able to curb the activities of risk-takers and traders;–lack of expertise or insufficiently wide-ranging experience in risk management. Too often, the expertise considered necessary for the risk management function was limited to those categories of risk considered priorities and did not cover the entire range of risks to be monitored;– a lack of real-time information on risks. To allow those involved to react quickly to changes in risk exposures, clear and correct information on risk should be available rapidly at all relevant levels of the financial institution. Unfortunately, the procedures for getting information to the appropriate level have not always functioned. Furthermore, it is crucial to upgrade IT tools for risk management, including in highly sophisticated financial institutions, as they are still too disparate to allow risks to be consolidated rapidly, while data are insufficiently consistent to allow the evolution of group exposures to be followed up effectively in real-time. This concerns not only the most complex financial products but all types of risk.The Commission considers that the deficiencies and shortcomings highlighted above are very worrying. They appear to indicate the absence of a healthy risk management culture at all levels of certain financial institutions. On this last point, the directors of financial institutions in particular are responsible, because in order to establish a healthy risk management culture at all levels, it is essential that directors are themselves exemplary in this respect.16See for example Renate Böhm and Hilla Lindhüber, Verkaufen, Druck und Provisionen - Probleme von Beschäftigten im Finanzdienstleistungsbereich Versicherungen Ergebnisse einer Arbeitsklima-Index-Befragung, Salzburg 2008.3.5. The role of shareholdersThe financial crisis has shown that confidence in the model of the shareholder-owner who contributes to the company's long-term viability has been severely shaken, to say the least. The growing importance of financial markets in the economy, due in particular to the multiplication of sources of financing/capital injections, has created new categories of shareholders. Such shareholders sometimes seem to show little interest in the long-term governance objectives of the businesses/financial institutions in which they invest and may be responsible for encouraging excessive risk-taking in view of their relatively short, or even very short (quarterly or half-yearly) investment horizons17. In this respect, the sought-after alignment of directors' interests with those of these new categories of shareholder has amplified risk-taking and, in many cases, contributed to excessive remuneration for directors, based on the short-term share value of the company/financial institution as the only performance criterion18. Several factors can help to explain the disinterest or passivity of shareholders with regard to their financial institutions:–certain profitability models, based on possession of portfolios of different shares, lead to the abstraction, or even disappearance, of the concept of ownership normally associated with holding shares.–the costs which institutional investors would face if they wanted to actively engage in governance of the financial institution can dissuade them, particularly if their participation is minimal.–conflicts of interest (see above).–the lack of effective rights allowing shareholders to exercise control (such as, for example, the lack of voting rights on director remuneration in certain jurisdictions), the maintenance of certain obstacles to the exercise of cross-border voting rights, uncertainty over certain legal concepts (for example that of 'acting in concert') and financial institutions' disclosure to shareholders of information which is too complicated and unreadable, in particular with regard to risk, could all play a part, to varying degrees, in dissuading investors from playing an active role in the financial institutions in which they have invested.The Commission is aware that this problem does not affect only financial institutions. More generally, it raises questions about the effectiveness of corporate governance rules based on the presumption of effective control by shareholders. As a result of this situation, the Commission will launch a broader review covering listed companies in general.3.6. The role of supervisory authoritiesGenerally speaking, the recent financial crisis revealed the limits of the existing supervision system: in spite of the availability of certain tools enabling them to intervene in the internal governance of financial institutions19, not all supervisory authorities, either at national or 17See article by Rakesh Khurana and Andy Zelleke, Washington Post, 8 February 2009.18See Gaspar, Massa, Matos (2005), Shareholder Investment Horizon and the Market for Corporate Control, Journal of Financial Economics, vol. 76.19For example, Basel II.European level, were able to carry out effective supervision in an environment of financial innovation and rapid change in the business model of financial institutions20. Furthermore, the supervisory authorities also failed to establish best practices for corporate governance in financial institutions. In many cases, supervisory authorities did not ensure that financial institutions' risk management systems and internal organisation were adapted to changes in their business model and financial innovation. Supervisory authorities also sometimes failed to adequately enforce strict eligibility criteria for members of boards of directors of financial institutions ('fit and proper test')21.Generally speaking, problems linked to the governance of supervisory authorities themselves, particularly the means of combating the risk of regulatory capture or the lack of resources, have never been sufficiently discussed. Moreover, it is becoming increasingly clear that the territorial and substantive competencies of supervisory authorities no longer correspond to the geographical and sectoral spread of financial institutions' activities. This complicates risk management for financial institutions and makes it more difficult for them to comply with regulatory standards, as well as presenting a major challenge for cooperation between supervisory authorities.3.7. The role of auditorsAuditors play a key role in financial institutions' corporate governance systems, as they provide assurance to the market that the financial statements prepared by those financial institutions present a true and fair view. However, conflicts of interest could arise as audit firms are remunerated by the same companies who mandate them to audit their financial accounts.At present, there is no information to confirm that the requirement, pursuant to Directive 2006/48/EC, for auditors of financial institutions to alert the competent authorities wherever they become aware of certain facts which are liable to have a serious effect on the financial situation of an institution, has been effectively enforced in practice.4. I NITIAL RESPONSESIn the context of its Communication of 4 March 2009 and measures taken to boost the European economy, the Commission has undertaken to address issues related to remuneration. The Commission has launched the international debate on abusive remuneration practices and was leading the implementation at European level of FSB and G-20 principles on sound compensation practices. Leaving aside the issue of whether or not certain levels of remuneration are appropriate, the Commission started from two premises:–since the end of the 1980s, the substantial increase in the variable component of listed company directors' salaries raises questions about the methods and content of performance evaluations for company directors. In this respect, the Commission made an initial response at the end of 2004 by adopting a recommendation aimed at strengthening obligations to publish director remuneration policies and individual salaries, and calling on 20On the failings of supervisory authorities in general, see the 'de Larosière' Report, footnote 1.21See, for example, OECD, Corporate Governance and the Financial Crisis, Recommendations, November 2009, p.27.the Member States to establish a vote (mandatory or optional) on such director remuneration. For a variety of reasons linked, amongst other things, to the lack of shareholder activism, the explosion of the variable component and, in particular, the multiplication of profit-sharing plans granting shares or stock options, the Commission considered it necessary to adopt a new recommendation on 30 April 200922. The aim of this recommendation is to strengthen governance of directors' remuneration, proposing several principles for director remuneration structures in order to better link remuneration to long-term performance.–remuneration policies in the financial sector, based on short-term profits without taking into account the corresponding risks, contributed to the financial crisis. For this reason, the Commission adopted another recommendation on remuneration in the financial services sector on 30 April 200923. The aim was to align remuneration policies in the financial services with healthy risk management and financial institutions' long-term viability. Taking stock one year after the adoption of the two abovementioned recommendations, and in spite of a favourable climate for tough action on the part of the Member States, the Commission finds a mixed overall picture of the situation in the Member States24.Although there were strong legislative moves in several Member States to achieve greater transparency in remuneration for listed company directors and to empower shareholders in this respect, it was also noted that only 10 Member States have applied the majority of Commission recommendations. A large number of Member States have still not adopted the relevant measures. Furthermore, where the recommendation led to measures at national level, the Commission noted great diversity in the content and requirements of these rules, particularly on sensitive issues such as remuneration structure and severance packages. The Commission is also concerned about remuneration policies in the financial services. Only 16 Member States have applied the Commission Recommendation in full or in part while five are still in the process of doing so. Six Member States have at present taken no action on this front and do not intend to do so in the near future. Furthermore, the intensity (particularly requirements relating to remuneration structure) and scope of application of the measures taken vary depending on the Member State. Thus only seven Member States have extended implementation of the principles of the recommendation to the entire financial sector, as the Commission called on them to do.5. OPTIONS FOR THE FUTUREThe Commission considers that, while taking into account the need to preserve the competitiveness of the European financial industry, the deficiencies listed in Chapter 3 call for concrete solutions to improve corporate governance practices in financial institutions. This chapter considers a variety of ways to respond to these deficiencies and tries to strike the right balance between the need for improved corporate governance of financial institutions and the necessity of allowing these institutions to contribute to economic recovery by providing credit to businesses and households. The Commission invites all interested parties to express their 22 Recommendation2009/385/EC.23 Recommendation2009/384/EC.24For a detailed examination of the measures taken by the Member States, see the two Commission reports on the application by the Member States of Recommendation 2009/384/EC and Recommendation 3009/385/EC.。

corporate governance的定义

corporate governance的定义

corporate governance的定义
企业治理(corporate governance)是指确保企业有效运作、增加经营者责任和透明度、以及保护股东和利益相关者利益的制度和实践。

它涉及制定和执行决策的框架、监督机制、行为准则和权力分配。

企业治理旨在建立一种透明、负责任和可持续的企业运营模式,以维护股东权益、保护利益相关者利益,并提高企业的管理效能和长期价值。

企业治理关注以下方面:
1.权力和责任:企业治理规定了企业管理者和董事会成员的
权力和责任,确保他们行使权力时不滥用,负责任地履行
职责。

2.企业结构:企业治理规定了企业的结构和组织形式,包括
董事会的角色和职责、管理层和股东的权利与责任、以及
各个利益相关者的参与方式。

3.信息披露与透明度:企业治理要求企业向股东和利益相关
者提供准确、及时和全面的信息,确保信息的公平与透明,减少对关键信息的隐藏和不完整披露。

4.决策和风险管理:企业治理规定了决策过程和风险管理机
制,确保决策过程合理、合法,并包括适当的风险评估和
管理机制。

5.激励和报酬:企业治理制定了激励和报酬机制,以确保管
理层和董事会成员的行为与企业利益一致,并与企业绩效
和长期目标相匹配。

企业治理的实践和规范因国家、行业和企业而异,可以通过法律、制度、监管机构和自律准则来实施和监督。

良好的企业治理有助于提高企业的稳定性、信誉和长期价值,为股东、利益相关者和整个经济体创造持续的利益。

股权激励外文文献【中英对照】

股权激励外文文献【中英对照】

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried a nd Walker, 2002; Cheffins and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Cheffins and Thomas, 2004).Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Cheffins, 2003; Cheffins and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incenti ve plans (Cheffins and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increasing disparity between CEO’s pay and that of rank-and-file workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option gra nts (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can b e described as a system of “weak managers, strong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of directors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Z attoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensation scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and sh areholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权激励计划在意大利上市公司扩散1.引言过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异(例如,贝舒克,弗莱德和瓦尔克,2002;柴芬斯和托马斯,2004;萨特尼,2007)。

新公司法 英语

新公司法 英语

The Impact of the New Company Law onCorporate Governance and Its GlobalImplicationsThe enactment of the new company law represents a significant milestone in the evolution of corporate governance and business regulations. This comprehensive reform aims to enhance transparency, accountability, and corporate responsibility, while fostering a more competitive and sustainable business environment. The new law, which is a testament to the country's commitment to economic reform and globalization, is expected to have far-reaching implications for both domestic and international businesses.One of the most notable changes introduced by the new company law is the strengthened role of corporate boards. Boards are now required to exercise greater oversight and accountability, ensuring that companies adhere to ethical and legal standards. This enhanced role is expected to lead to better decision-making and a more proactive approach towards risk management.Another significant aspect of the new law is the emphasis on corporate transparency. Companies are now required to disclose more information about their operations, financial status, and governance practices. This transparency is crucial for building trust with stakeholders and investors, who can now make more informed decisions based on reliable data.The new company law also addresses issues related to corporate sustainability and social responsibility. Companies are encouraged to adopt sustainable business practices and contribute positively to society. This focus on sustainability is expected to drive innovation and create new opportunities for businesses that prioritize environmental and social impacts.Globally, the implementation of the new company law is expected to have a positive impact on cross-border trade and investment. The enhanced transparency and governance standards established by this law are likely to improve the confidence of foreign investors and enhance the country's reputation as a reliable and attractive business destination.Moreover, the new law's emphasis on corporate responsibility and sustainability aligns with global trends towards sustainable development. This alignment could facilitate greater cooperation and collaboration between domestic and international businesses, leading to the creation of more sustainable supply chains and business models.In conclusion, the new company law represents a significant step towards improving corporate governance and business regulations. Its emphasis on transparency, accountability, and sustainability is expected to foster a more competitive and responsible business environment, both domestically and internationally. As the world becomes increasingly interconnected, the implementation of this law could pave the way for greater economic integration and sustainable development.**新公司法对公司治理及全球影响**新公司法的颁布是公司治理和商业法规演进的重要里程碑。

机构投资者持股比例、公司治理水平与公司绩效的实证分析

机构投资者持股比例、公司治理水平与公司绩效的实证分析

Empirical Analysis of Institutional Investors'Shareholding Ratio, Corporate
Governance and Corporate Performance 作者: 刘邓[1]
作者机构: [1]上海理工大学管理学院,上海200093
出版物刊名: 经济研究导刊
页码: 47-49页
年卷期: 2021年 第4期
主题词: 机构投资者;公司治理;公司绩效
摘要:在20世纪90年代"超常规发展机构投资者"的政策推动下,我国机构投资者的发展迎来了黄金时期,其数量与规模都在这一时期得到了急速增长.关于机构投资者持股与公司治理、公司绩效等方面成为学者们研究的重点,但是在研究结论上得出的观点并不一致.选取2016—2018年我国A股公司的财务数据,通过实证分析研究三者之间的关系,研究结果表明,机构投资者持股比例与公司治理水平和公司绩效均呈现出正相关关系.基于实证研究结果,认为应该大力发展机构投资者,促进机构投资者未来发展实现多元化、专业化.。

corporate同义词辨析

corporate同义词辨析

corporate同义词辨析
在英语中,有许多与“corporate”意思相近的词汇,下面我们将逐一进行辨析。

pany:通常指一个经营商业活动的实体,可以是一个单独的公司或一个更大的组织中的一部分。

2.Corporation:通常指一个大型的商业公司,它可以有多个分支机构和子公司。

3.Enterprise:可以指任何类型的商业组织,包括小型和大型企业。

4.Establishment:通常指一个商业或组织机构,可以是任何规模的企业。

5.Institution:通常指一个具有悠久历史和稳定性的组织,如大学、银行等。

anization:通常指一个有结构的、有序的商业实体,可以是营利性或非营利性的。

7.Association:通常指一个自愿组成的团体,可以是营利性或非营利性的,可以是松散的或紧密的组织。

8.Institute:通常指一个专门研究某个特定领域或学科的组织或机构。

9.Foundation:通常指一个非营利性的组织,其资金来源可以是私人捐助或公共资金。

10.Trust:可以指一个法律结构,也可以指一个信任或托管的安排,通常涉及财产或资产的管理。

“corporate”的含义非常广泛,可以用来描述各种不同类型的商业组织和企业。

在选择正确的词汇时,需要考虑上下文和语境。

Alliances and corporate governance

Alliances and corporate governance

Alliances and corporate governance$Andriy Bodnaruk a,Massimo Massa b,c,n,Andrei Simonov c,d,ea University of Notre Dame,USAb Finance Department,INSEAD,Boulevard de Constance,77305Fontainebleau,Francec CEPR,United Kingdomd Michigan State University,USAe Gaidar Institute for Economic Policy,Moscow,Russiaa r t i c l e i n f oArticle history:Received9April2010Received in revised form10April2012Accepted10May2012Available online27September2012Jel classification:G34G23G32Keywords:AlliancesCorporate governanceAbnormal returnProfitabilitya b s t r a c tWe study the link between afirm’s quality of governance and its alliance activity.Weconsider alliances as a commitment technology that helps a company’Chief ExecutiveOfficer overcome agency problems that relate to the inability to ex ante motivatedivision managers.We show that well-governedfirms are more likely to availthemselves of this technology to anticipate ex post commitment problems and resolvethem.The role of governance is particularly important when the commitment problemsare more acute,such as for significantly risky/long-horizon projects(‘‘longshots’’)orfirms more prone to inefficient internal redistribution of resources(conglomerates),aswell as in the absence of alternative disciplining devices(e.g.,low product marketcompetition).Governance also mitigates agency issues between alliance partners;dominant alliance partners agree to a more equal split of power with junior partnersthat are better governed.An‘‘experiment’’that induces cross-sectional variation in thecost of the alliance commitment technology provides evidence of a causal link betweengovernance and alliances.&2012Elsevier B.V.All rights reserved.1.IntroductionThe question of howfirms determine their boundariesremains central in the economics of organization.Often-times,rather than execute a project internally,afirmacquires it from anotherfirm or cooperates on a projectby forming an alliance.1Why would some projects beconducted within afirm’s boundaries while others involveseveral differentfirms?To answer this question we must recognize thatprojects are not allocated exogenously acrossfirms.Infact,the activities conducted betweenfirms rather thanwithinfirms are endogenous outcomes that reflect howfirms construct their boundaries.We focus on one factoraffecting boundaries:firm governance.In particular,weask whether well-governedfirms,i.e.,firms where man-agerial incentives and corporate actions are aligned well,construct their boundaries in a different way from poorlygovernedfirms.Contents lists available at SciVerse ScienceDirectjournal homepage:/locate/jfecJournal of Financial Economics0304-405X/$-see front matter&2012Elsevier B.V.All rights reserved./10.1016/j.jfineco.2012.09.010$We thank anonymous referee,David Robinson,William Schwert(the editor),Charles Hadlock and seminar participants at University ofNotre Dame,European Finance Association and American FinanceAssociation annual meetings.Simonov acknowledgesfinancial supportfrom Hendrik Zwarensteyn Memorial Endowed ResearchAward.n Corresponding author at:Finance Department,INSEAD,Boulevard deConstance,77305Fontainebleau,France.Tel.:þ33160724481;fax:þ33160724045.E-mail address:massimo.massa@(M.Massa).1Between1990and2007,48,997mergers and acquisitions(M&As)and66,554alliances were concluded in the US.The numbers are basedon data reported by Securities Data Corporation Platinum TM byThomson Reuters.1Between1990and2007,48,997mergers and acquisitions(M&As)and66,554alliances were concluded in the US.The numbers are basedon data reported by Securities Data Corporation Platinum TM byThomson Reuters.Journal of Financial Economics107(2013)671–693We address this question by looking at alliances.Because engaging in alliances is one way to manipulate firm boundaries,and well-governed companies are sup-posed to do this in an optimal way,we would expect variation in governance to be helpful in explaining alli-ance activity.We therefore investigate whether there is a link between the alliance activity of a firm and the quality of its corporate governance.We adopt the view that alliances represent a form of ‘‘commitment technology’’that can be utilized to address agency problems (Robinson,2008).Multidivisional firms face problems in motivating division managers.Value-maximizing headquarters (HQ)would like to commit ex ante to provide ex post payments to division managers even if a project fails;however,this is not dynamically consistent.Once the profitability of a project is estab-lished,HQ has incentives to move resources ex post from low-to high-productivity projects,i.e.,to engage in ‘‘winner-picking.’’Managers,aware that HQ will reallo-cate resources ex post,whatever their efforts,will shirk (Stein,1997;Brusco and Panunzi,2005;Robinson,2008).Engagement in alliances is a commitment technology available to HQ that addresses this problem.In projects undertaken within an alliance,HQ will be less able to reallocate resources ex post,engendering stronger man-agerial incentives ex ante.When the gains from realloca-tion of funds dominate the negative effects of reduced managerial incentives,the company will prefer the inter-nal capital market solution.Conversely,when the costs of reduced managerial effort outweigh the gains from win-ner-picking,alliances are the optimal solutions to the commitment problem (e.g.,Brusco and Panunzi,2005).2In the case of good governance,a value-maximizing CEO chooses the best strategy to execute a project.Sometimes this will be through alliance,sometimes not.The case is different,however,for bad-governance firms.For these firms,the constraints that alliances impose upon the CEO in terms of the ability to transfer resources freely will always be perceived as too binding.Therefore,even if such a commitment may be optimal for the firm,the CEO of a poorly governed firm will not engage in an alliance.He would either execute a project internally,but with little motivation for personnel and hence reduced chances of success,or would not undertake the project at all.In other words,an alliance always involves a commit-ment that ties the hands of the CEO.A good-governance company will accept this commitment when it is the best strategy,while a bad-governance company will never do so.There should thus be a positive correlation between alliance creation and the quality of governance of a firm.The role of governance should be more important when ex ante agency problems are more severe,i.e.,when it is more difficult for the CEO to credibly commit long term.In these cases,the agency costs of managerial shirking are so high that alliances become the undisputedsolution.Therefore,good-governance firms are even more likely to engage in alliances,while bad-governance firms will avoid them.Agency problems can be more acute either because some projects are particularly risky/long-horizon (‘‘longshot’’projects)or firms are more prone to inefficient internal redistribution of resources (e.g.,con-glomerate firms).We would also expect governance to play a larger role when firms are less subject to alter-native (market)disciplining devices (e.g.,firms operating in low-competition industries).As the cases in which alliances are the optimal solutions expand,for example,because of a reduction in the oppor-tunity costs of entering an alliance,the incentives to form an alliance should grow stronger.But again,this will apply only to good-governance firms;bad-governance firms will again avoid them.We thus expect to see a stronger link between governance and alliance creation when the opportunity costs of engaging in alliances decrease.Finally,if alliances are initiated by good-governance firms,we expect these firms to be willing to share power in the alliance only with other equally good-governance firms.That is,a firm should be more willing to form an alliance with another firm that is more similar to it in size —and hence agree to a more equal division of power —if the governance of the potential partner is better.We therefore expect a positive relation between the relative quality of alliance members and their relative size.We test these hypotheses by looking at alliances in the U.S.over 1990–2007.We start with the stylized fact that alliances create value (McConnell and Nantell,1985;Chan,Kensinger,Keown,and Martin,1997;Robinson,2008).We then ask whether this value creation is related to the quality of firm governance.We show that firms with higher quality of governance are better able to reap the benefits of alliances.Firms with better governance (both internal and external)enter more alliances.Firms with a one standard deviation better internal governance (G -index)engage in three times more alliances per year than the sample mean.They also engage in alliances even more if good internal governance is coupled with good external governance,i.e.,there is larger institutional ownership.Moreover,alliances conducted by better-governed firms create more value.A one standard deviation better governance is related to a 73basis points (bp)higher alliance announcement abnormal return (or 22.70%higher return relative to the sample mean of alliance announcements).Both internal and external governance contribute to enhance the return.A portfolio strategy of buying good-governance firms and selling bad-governance ones (conditional on firms undertaking alliances)delivers an abnormal return of 0.57%(0.70%)per month,or 6.88%(8.71%)per year in the case of equal-(value-)weighted portfolios.Most of this abnormal positive performance comes from the out-performance of the good-governance firms rather than the weak performance of the poor-governance ones.All of these results are consistent with alliances being a good avenue of potential value creation,mostly exploited by good-governance firms.2Alliance is not the only mechanism to overcome a commitment problem by HQ.A firm can use other alternatives,e.g.,tracking stock;but,as long as these prove to be either more costly or less efficient or both,alliances may be a preferred solution.A.Bodnaruk et al./Journal of Financial Economics 107(2013)671–693672We then investigate whether good-governancefirms use alliances to address their agency problems,especially when these are acute—i.e.,winner-picking is non-con-tractible—as well as when there are no other disciplining devices.We consider two proxies for agency problems: conglomerate status,and‘‘longshotness’’of a project (Robinson,2008),i.e.,the riskiness of a potential project compared to the riskiness of thefirm’s main line of business.We also argue that in less competitive indus-tries,managers enjoy the benefits of the‘‘quiet life’’and therefore are able to get away with suboptimal decisions. We expect good governance to play a greater role in these cases.Wefind that governance has a stronger positive effect on alliance creation in conglomeratefirms(55.12%stron-ger)and in longshot projects(23.22%stronger).The role of alliances is also related to the availability of other disciplining devices.As expected,the relation between governance and alliances is68.17%stronger in concen-trated industries where the disciplining role of product market competition is weaker.Next,we use a natural‘‘experiment’’to help pin down the direction of causality.We consider situations where the opportunity costs of doing alliances differ for exogen-ous non-firm-specific reasons,and ask how the differen-tial reaction to this variation is related to the quality of governance.To do so,we rely on the differences in corporate income reporting rules across U.S.states.There are two types of corporate income reporting for the purpose of state-level taxation:combined reporting and separate reporting.Under separate reporting rules,a multistate corporate group can reduce its taxable income by isolating highly profitable parts of its business in an affiliate that is not subject to state bined reporting rules,however,requirefirms to report the overall income of the corporate group generated in the United States and pay state corporate income tax on the basis of the proportion of income attributable to activity in the state.This reduces the benefits of non-arm’s-length transactions between the subsidiaries of afirm located in different states and mitigates against the use of internal capital markets to reduce tax burden.This implies that combined reporting,by reducing the opportunity cost of ‘‘ring-fencing’’the assets,makes it less costly to engage in alliances.We expect thatfirms engage in more alliances in states with combined reporting and in these states there is a stronger link between governance and alliances.And indeed,wefind thatfirms in states with combined reporting engage in between26.5%and51.4%more alliances.Even more important,the effect of governance on alliance formation is concentrated in combined report-ing states.That is,better-governedfirms react to the lower cost of alliances by initiating more alliances.Good governance is also helpful in reducing agency issues between alliance partners.The better the govern-ance of junior alliance partners,the larger they are relative to the dominant alliance member.Overall,these results support the view that good governance inducesfirms to engage in alliances to over-come agency problems.In the course of the analysis,we consider alliances as well as compare alliances to M&As and to organic growth.The role of governance appears strong and consistently significant across analyses.Alliances are traditionally seen as intermediate struc-tures that provide an optimal trade-off between coordi-nation and incentive intensity(Teece,1996).Allen and Phillips(2000)show that M&A transactions preceded by alliances or joint ventures between target and bidder firms lead to a better performance of the mergingfirms. Rey and Tirole(2001)point out the trade-off between vertical integration and alliances.The former increases incentives to monitor,but generates biased decision making,while the latter‘‘yields unbiased decision mak-ing,but may provide too few incentives to monitor and generate foot-dragging and deadlocks,especially when the users’objectives are quite divergent.’’Fulghieri and Sevilir(2003)study a spectrum of organizational alter-natives available for research and development(R&D)as efficient responses to the contracting environment. Robinson(2008)argues that alliances help afirm to commit resources better than a divisional structure.Alliances can also be helpful in overcoming incentive problems that arise when headquarters cannot pre-commit to particular capital allocations.The arm’s-length relation with anotherfirm also allows the ring-fencing of resources for a specific project,enabling afirm to commit resources more effectively than a divisional structure (Robinson,2008).Seru(2011)demonstrates that M&A acquirers increase alliance intensity to account for the reduced research incentives in acquired targets.Lerner and Merges(1998),Elfenbein and Lerner(2003),Lerner, Shane,and Tsai(2003),and Robinson and Stuart(2007) focus on the allocation of control rights in strategic alliance agreements between pharmaceuticals and bio-technology researchfirms,and show how formal and informal control mechanisms substitute for one another. McConnell and Nantell(1985),Chan,Kensinger,Keown, and Martin(1997),and Johnson and Houston(2000) study value creation in alliances.Boone and Ivanov (2012)study bankruptcy spillover effects between alli-ance partners.Mathews(2005)and Mathews and Robinson(2008)focus on the entry deterrence role of alliances.We integrate these results from a new and different perspective:corporate governance.We relate the process of engaging in alliances and their ability to create value to the quality of the governance of thefirms involved.Our results provide new insights on the debate on governance.Ourfirst contribution is to extend the analy-sis of governance(e.g.,Gompers,Ishii,and Metrick,2003). Thefinance literature has focused on the corporate governance dimension of M&As.It has been argued that poor governance or CEO overconfidence may dispose firms to M&As(see, e.g.,Roll,1986).The underlying assumption is that good CEOs are less likely to initiate M&As.Theflip side may be that good CEOs are more likely to engage in alliances.Second,we show that better internal governance in the sense of Gompers,Ishii,and Metrick(2003)has direct implications for the waysfirms choose to grow.Poorer governance not only protectsfirms from takeover andA.Bodnaruk et al./Journal of Financial Economics107(2013)671–693673guarantees managers a quiet life,but it also affects the wayfirms grow.Poor governance not only induces more M&As(Cremers,John,and Nair,2009),but also stifles value-creating alliances.Finally,ourfindings have strong implications for the relation between the management of afirm and its investor base.We show that the quality of governance is ameliorated by the shareholder structure of thefirm.The higher the institutional investor ownership—i.e.,the bet-ter the quality of external governance—the more afirm will engage in alliances and the higher the value-enhancing implications.The remainder of the paper is articulated as follows. Section2lays out our main testable hypotheses.Section3 describes the data and the variables.Section4examines governance and value creation in alliances.Section5 studies the link between engagement in alliances and quality of governance.Section6considers the effect of cross-sectional variation in the cost of entering the alliance on the relation between governance and alliance activity.Section7explores the relation between alliances, and M&As and organic growth.Section8studies cross-sectional variation in the cost of alliance technology.A brief conclusion follows.2.Main hypotheses and testable restrictionsWe consider corporate governance as a proxy for the degree to which a CEO maximizesfirm value and look at how it affects afirm’s willingness to engage in alliances. We focus on alliances as a way to reduce agency pro-blems.We rely on Brusco and Panunzi(2005)and Robinson(2008).Both papers build on Stein(1997)and argue that multidivisionalfirms face problems in moti-vating division managers.Division managers exert effort for projects that will either succeed or fail.Managers recognize that head-quarters have incentives to reallocate resources ex post, not as a function of their efforts,but either to maximize ex post efficiency or for some other purposes,e.g.,to derive private benefits for a CEO.Once funds are generated, headquarters would like to exercise‘‘winner-picking’’to the highest extent possible.‘‘However,this ex post(uti-lity)maximizing behavior by headquarters will reduce ex ante incentives at the divisional level,and it may cause a loss of value for the corporation’’(Brusco and Panunzi, 2005).A value-maximizing HQ may want to commit ex ante not to withhold resources from a division ex post even if a project fails.However,this sort of a commitment is not credible if made within thefirm as this‘‘would essentially be a contract between thefirm and itself’’(Robinson, 2008).Such contracts have little enforceability since courts usually refuse to hear disputes arising within a firm as they consider them to be a matter of business judgment(Williamson,1996).Alliances as long-term contracts between legally dis-tinct organizations reduce the ability of HQ to transfer resources ex post.This makes an alliance a viable solution to the commitment problem.What is the link to governance?In the presence of good governance,managers are less entrenched and more likely to be value-maximizers.Therefore,if the losses from reduced managerial effort are larger than the gains from the reallocation of resources across divisions,the HQ commits,and an alliance is the optimal strategy.In contrast,if the gains from winner-picking outweigh the reduced managerial effort,a project will be executed internally.In the presence of poor governance,e.g.,the CEO derives positive utility from the ability to reallocate funds to a favorite project or values the opportunity to divert resources for personal use,the cost of commitment is too high,and an alliance will not be pursued.This implies that in some cases,when the benefits of ex post reallocation are lower than the ex ante agency costs of managerial shirking,good-governancefirms will find it optimal to take ex ante actions to limit the scope of the ex post reallocation and engage in alliances,while bad-governancefirms will never do this.Henceforth,we expect to see alliances more likely to happen in good-governancefirms.3This allows us to formulate thefirst hypothesis:panies with better governance are more likely to form alliances.The trade-off between alliances and internal capital markets depends on the severity of the agency problems. As we have argued,in the presence of good governance, this trade-off will be tilted in the direction of alliances when the agency costs of shirking by division managers outweigh the benefits of internal capital markets.This effect is reinforced when there are greater ex ante agency problems.A higher likelihood of ex post redistribution would discourage a division manager ex ante and requires a stronger long-term commitment from the HQ.Good-governancefirms will recognize this and,thus,engage in more alliances.Bad governancefirms,however,would disfavor stron-ger long-term commitment as it puts more constraints on the CEO.Thesefirms will thus continue to avoid alliances. These considerations suggest that the more severe the agency problems are,the stronger the link between alliances and quality of governance.This leads to the second hypothesis:H2.Alliance creation is more sensitive to governance when agency issues are more severe.Ex ante agency problems may get worse in different cases.For example,it may be because some projects are particularly risky/long-horizon(i.e.,‘‘longshot’’)or because afirm is more prone to inefficient internal redistribution of resources(like conglomerates).We therefore consider two proxies for the severity of agency problems:the riskiness of a potential project compared to the riskiness of thefirm’s main line of business(‘‘longshot projects’’)and whether thefirm is a conglomerate.3In Appendix A1we provide a formal description of this intuition by considering a simple extension of the Brusco and Panunzi(2005)model.A.Bodnaruk et al./Journal of Financial Economics107(2013)671–693 674According to Robinson(2008),‘‘because winner-picking is non-contractible,incentive problems arise for certain types of projects,‘‘longshots.’’Longshot projects have low success probabilities,but high payoffs condi-tional on success.Even though the longshot has the same expected value as its peer project,managers may be unwilling to supply effort:since the probability of success is relatively low for the longshot,the probability that resources will be diverted away from it is relatively high.’’As HQ cannot credibly commit over the allocation of implementation resources,we expect agency problems to be more severe in longshot projects.We also expect to see more severe agency problems in conglomeratefirms.Indeed,managers of good divisions are afraid of ex post poaching by other less successful divisions(e.g.,Rajan,Servaes,and Zingales.,2000)which undermines their incentives to exert effort ex ante.The link between governance and alliances should also be related to the availability of other disciplining devices. Firms in less competitive industries lack the disciplining influence of product market competition,while‘‘firms in competitive industries are under constant pressure to reduce slack and improve efficiency’’(Giroud and Mueller,2010).This implies that competition forcesfirms to make optimal decisions whatever the quality of inter-nal governance;i.e.,competition supersedes governance. This destroys the link between measures of governance andfirms’policies.In non-competitive industries,how-ever,a certain amount of inefficiency is tolerated,and governance has a role to play.The third hypothesis is:H3.Alliance creation is more sensitive tofirm governance in ess competitive industries.As the situations in which alliances are the optimal solutions expand,for example,as a consequence of a reduction in the opportunity costs of engaging in alli-ances,the incentives to engage in alliances get stronger. But again,this will apply only to good-governancefirms. Bad-governancefirms will instead refrain from entering an alliance.We thus expect to see a lower cost of engaging in alliances to affect mostly good-governance firms.This leads to the fourth hypothesis.H4.Good-governancefirms are more likely to initiate alliances if the cost of alliances is lower.Finally,if alliances are initiated by good-governance firms,we would expect thesefirms to be willing to share power within an alliance only with other equally good-governancefirms.That is,the dominant partner should be more willing to form an alliance with afirm that is more similar to it in size(as measured by assets)—and hence agree to a more equal balance of power—if this potential partner has better governance.This suggests that the difference between the size of the dominant alliance partner and the average size of other alliance members should be related to their relative quality of corporate governance.The better the governance of junior alliance partners,the larger they should be relative to the domi-nant alliance member.Hence,thefifth hypothesis is:H5.There is a positive relation between the relative quality of governance of the alliance members and their relative size.What is the counterfactual in the analysis?Either not enter an alliance or engage in a merger or acquisition. Therefore,in our analysis we consider alliances in general, as well as alliances compared to M&As and organic growth.3.DataThe data on alliances come from the Securities Data Corporation Platinum(SDC Platinum)database,from which we extract all alliances involving U.S.firms for the period between1990and2007.We then relate these data to accounting information about thefirms in Compustat.We consider both alliances and joint ventures.We define as alliances all agreements where two or more entities combine resources to form a new,mutually advantageous business arrangement to achieve predeter-mined objectives.These include joint ventures,strategic alliances,research and development agreements,sales and marketing agreements,manufacturing agreements, supply agreements,and licensing and distribution agree-ments.We focus on three alternative sets of alliances.The first considers all the alliances involving afirm(including those formed by subsidiaries).The second excludes alli-ances formed by non-listed subsidiaries.The third is alliances only(excluding joint ventures).In terms of the quality of governance,democracy takes the value of one if G r7,and zero otherwise.Dictatorship takes the value of one if G Z13,and zero otherwise. Institutional ownership(IO)is the fraction of afirm’s shares outstanding owned by institutional investors.High IO(Low IO)is a dummy equal to one if thefirm’s institutional ownership is above(below)the median institutional ownership for allfirms in the current year, and zero otherwise.The main characteristics of the sample are reported in Table1.The variables are defined in Appendix B.On average,firms engage in1.28new alliances per year;but a majority offirms do not form new alliances every year. Most of the alliances are setup on the level of a parent firm or a listed subsidiary.Announcement about the formation of an alliance is,on average,met with a positive abnormal market return of3.10%.Overall,the character-istics of our sample are consistent with those in recent studies(e.g.,Robinson,2008).4.Alliances,value creation,and governanceWe know that alliances in general create value.Appen-dix C reports evidence showing that in our sample as well there is a positive relation between alliance activity and firm value.We consider two measures of value creation: Announcement premium and Long-term return.By both measures there is a consistent pattern of value creation following alliance initiation.We build on this result by linking the value-creation process of alliances to the quality of governance of thefirm.We ask whetherfirmsA.Bodnaruk et al./Journal of Financial Economics107(2013)671–693675。

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JOURNAL OF FINANCIAL AND QUANTITATIVE ANALYSIS Vol.46,No.1,Feb.2011,pp.247–273 COPYRIGHT2011,MICHAEL G.FOSTER SCHOOL OF BUSINESS,UNIVERSITY OF WASHINGTON,SEATTLE,WA98195 doi:10.1017/S0022109010000682Corporate Governance and Institutional OwnershipKee H.Chung and Hao Zhang∗AbstractIn this study we examine the relation between corporate governance and institutional own-ership.Our empirical results show that the fraction of a company’s shares that are held by institutional investors increases with the quality of its governance structure.In a similar vein,we show that the proportion of institutions that hold afirm’s shares increases with its governance quality.Our results are robust to different estimation methods and alternative model specifications.These results are consistent with the conjecture that institutional in-vestors gravitate to stocks of companies with good governance structure to meetfiduciary responsibility as well as to minimize monitoring and exit costs.I.IntroductionCompanies use a broad set of tools to attract more investors to their stocks in the hope that a greater investor base raises share price and increasesfirm value.1 For instance,the board of directors of Ciena Corporation approved a reverse stock split in2006based on the belief that the resulting higher share price would attract more institutional investors.2Our study explores another important mechanism that can affect the investor base of a company.Specifically,we analyze the role of corporate governance as a means to attract institutional investors.Althoughfield∗Chung,keechung@,School of Management,State University of New York at Buffalo, 360Jacobs Management Center,Buffalo,NY14260;Zhang,hzhang@,Saunders College of Business,Rochester Institute of Technology,105Lomb Memorial Dr.,Rochester,NY 14623.The authors are solely responsible for the content.The paper benefitted greatly from many valuable comments and suggestions of Hendrik Bessembinder(the editor)and Paul Schultz(associate editor and referee).The authors also thank Jiekun Huang,Jing Jiang,Kenneth A.Kim,Choonsik Lee,Fang Liu,Carl Hsin-han Shen,and Lingyin Zhu for valuable comments and discussion,and Institutional Shareholder Services(ISS)for providing corporate governance data.1Merton(1987)suggests that an increase in thefirm’s investor base lowers investors’expected returns and increases the market value of its shares.2Many companies explicitly state that the main goal of their reverse splits is to attract more in-stitutional investors.See /Site/News Events/pr content.asp?news id=954 &cat id=1and /portal/site/google/?ndmViewId=news view&newsId= 20080922005721&newsLang=en.247248Journal of Financial and Quantitative Analysissurvey results indicate that corporate governance has become an important invest-ment criterion of institutional investors,3there is only limited empirical evidence on the issue.In this study,we shed further light on the relation between insti-tutional ownership and corporate governance using comprehensive measures of governance quality.Corporate governance has been a subject of numerous studies during the last2decades.Williamson(1985)and Grossman and Hart(1986)hold that man-agerial opportunism reduces the amount of capital that investors are willing to contribute to thefirm.Shleifer and Vishny(1997)note that corporate governance deals with various constraints that either managers put on themselves or investors put on managers to reduce the agency problem.Gompers,Ishii,and Metrick (2003)show that better corporate governance leads to greaterfirm values and higher stock returns.Chung,Elder,and Kim(2010)show that better governance results in higher stock market liquidity.Badrinath,Kale,and Ryan(1996),Falkenstein(1996),and Huang(2009) show that institutional investors prefer stocks that have higher market liquidity and lower return volatility.Other studies show that institutional investors prefer stocks of companies with better disclosure(Bushee and Noe(2000)),stocks of larger companies(Gompers and Metrick(2001)),stocks of companies that pay cash dividends or repurchase shares(Grinstein and Michaely(2005)),and stocks of companies with better managerial performance(Parrino,Sias,and Starks (2003)).None of these studies examines the effect of corporate governance on institutional ownership.Dahlquist,Pinkowitz,Stulz,and Williamson(2003),Giannetti and Simonov (2006),Ferreira and Matos(2008),and Leuz,Lins,and Warnock(2009)an-alyze the effect of ownership structure on institutional investors’stock selec-tion decisions.Dahlquist et al.find no relation between the ratio of control to cashflow rights and the holdings of foreign investors.Giannetti and Simonov show that both foreign and domesticfinancial institutions are reluctant to hold shares of companies that have high control to cashflow rights ratios of prin-cipal shareholders.Ferreira and Matos show that institutions hold fewer shares of companies that have more closely held ownership structure.Leuz et al.find that U.S.institutions invest less in foreignfirms with large insider block own-ership.Li,Ortiz-Molina,and Zhao(2008)show that institutions avoid investing in companies with dual-class shares.Because these studies focus on only one dimension of corporate governance(i.e.,ownership structure),however,they of-fer limited insight on the relation between corporate governance and institutional ownership.Bushee,Carter,and Gerakos(2010)analyze whether institutional investors tilt their portfolios towardfirms with preferred governance mechanisms.The au-thors conclude that although institutional investors have incentives to tilt their 3Survey results indicate that institutional investors prefer companies with good governance struc-ture.McKinsey&Company(2002)surveyed more than200institutional investors in31countries and showed that institutional investors put corporate governance quality on a par withfinancial indicators when evaluating investment decisions.Chung and Zhang249 portfolios towardfirms with better governance mechanisms,there is no signifi-cant relation between institutional ownership and corporate governance.4 McCahery,Sautner,and Starks(2010)conduct a survey to elicit institutional investors’views on country-level investor protection andfirm-level corporate gov-ernance mechanisms.Theyfind that among the institutions that responded to the survey,corporate governance is important to their investment decisions,and a number of them are willing to engage in shareholder activism(e.g.,80%of the institutions are willing to vote with their feet by selling their shares).They also show that the preferences for governance mechanisms vary across the institutional investor types.We shed further light on the behavior of institutional investors by analyz-ing the relation between corporate governance and institutional ownership.In contrast to prior research that relied on a single governance attribute,our study employs comprehensive measures of corporate governance quality that are con-structed from50governance factors for a large number of panies.Our study provides answers to the following questions:Do institutional investors pre-fer stocks of companies that have better governance structure?If so,does the institutional investors’preference toward better-governed companies vary across different types of institutions?What kinds of corporate governance provisions are most attractive to institutional investors?Does the relation between cor-porate governance and institutional ownership vary with thefirm’s information environment?The ordinary least squares(OLS)regression results show that the percent-age of afirm’s shares that are held by institutional investors is positively and significantly related to its governance quality across all types of institutional in-vestors.The relation between institutional ownership and corporate governance is economically significant:An increase in governance quality from the25th to 75th percentile results in an increase in institutional ownership by14%.We show that the governance provisions that are most effective in attracting institutional investors concern either the composition/operation of the board of directors or provisions that are designed to strengthen shareholder rights.The importance of corporate governance quality in institutional investors’stock selection decisions is smaller for those stocks that are followed by more analysts and have lower information asymmetry.We perform a battery of robustness tests andfind that our results are not sensitive to different estimation methods,different proxies of governance quality,or additional control variables.To determine whether the positive relation between governance quality and institutional ownership is driven by reverse causality(i.e.,institutional investor activism causesfirms to adopt better governance mechanisms),we also employ the2-stage least squares(2SLS)method using instrumental variables that are re-lated to governance quality measures,but unlikely to be correlated with residuals in the2nd-stage regression.The results show that the coefficients on the instru-mented governance quality measures are statistically significant and positive in 4Bushee et al.(2010)use corporate governance data provided by the Investor Responsibility Research Center(IRRC)that mainly cover corporate takeover defense strategies.As explained later, our data cover much broader arrays of corporate governance.250Journal of Financial and Quantitative Analysisthe2nd-stage regressions,indicating that the positive relation between institu-tional ownership and corporate governance is driven,at least in part,by institu-tional preference toward companies with better governance structure.The paper is organized as follows.Section II explains why institutional own-ership is likely to increase with corporate governance quality.Section III describes data sources and presents descriptive statistics.Sections IV and V present empir-ical results.Section VI provides a brief summary and concluding remarks.II.Institutional Ownership and Corporate Governance As in prior research,we define institutional ownership as the fraction of a firm’s shares that are held by institutional investors.Hence,by definition,institu-tional ownership of a company is1–the fraction of its shares held by noninsti-tutions(i.e.,individual investors).If we were to examine institutional investors’preference toward a certain group of companies,we would need to consider why institutional investors’preference for those companies is likely to be greater than that of individual investors.Below we present our conjectures on why institu-tional investors’gravitation toward stocks of companies that have better gover-nance structure is likely to be stronger than that of individual investors.Institutional investors(e.g.,banks,insurance companies,and pension funds) have strongfiduciary responsibilities.Del Guercio(1996)shows that many insti-tutional investors tilt their portfolios to stocks that are viewed as prudent invest-ments.Grinstein and Michaely(2005)suggest that institutions avoidfirms that do not pay dividends,because a“prudent”stock should have a history of stable dividend payments.Because investors in poorly governed companies are likely to face large risks of expropriation and other self-dealing problems,they may not earn fair rates of return or may even fail to preserve the invested capital(i.e.,fail to meet the prudent-person rule).Hence,institutional investors’fiduciary respon-sibilities give them a strong incentive to choose stocks of companies with good governance structure.5Despite the free-rider problem,institutional investors have a much stronger incentive to monitor companies that they own than do individual investors be-cause of their larger stakes in those companies,especially if exit is costly(i.e., large trading costs).Bushee and Noe(2000)suggest that institutional investors preferfirms with better disclosure rankings to reduce monitoring costs.To the extent that companies that have better governance structures require less outside monitoring,institutional investors are likely to prefer companies with better gov-ernance mechanisms to those with poor governance mechanisms.Institutional investors are more likely to prefer stocks with high secondary market liquidity than are individual investors because the price impact of trades has greater consequences to institutional investors.The price impact has greater consequences to institutional investors than to individual investors because in-stitutional investors typically trade in larger quantities than individual investors.5Hawley and Williams(2000)provide evidence that thefiduciary duty of institutional investors facilitates their predisposition to companies with good governance mechanisms.Chung and Zhang251 Chung et al.(2010)argue that good governance improvesfinancial and opera-tional transparency and thus reduces information asymmetry between insiders and outside investors.Theyfind thatfirms with better corporate governance exhibit higher stock market liquidity and lower trading costs(e.g.,narrower quoted and effective spreads as well as the smaller price impact of trades).This is another rea-son why institutional investors are more likely to prefer stocks of better-governed companies than individual investors.In short,we conjecture that institutional investors are more likely to prefer stocks of better-governed companies than individual investors are because better-governed companies are likely to require less monitoring,have higher stock mar-ket liquidity,and more easily meetfiduciary responsibilities.In what follows, we test our conjecture by examining whether afirm’s institutional ownership increases with its governance quality.III.Data Sources,Variable Definition,and Descriptive StatisticsOur initial study sample includes all stocks listed on the New York Stock Exchange(NYSE),American Stock Exchange(AMEX),or NASDAQ between January2001and December2006.We obtain stock-market-related data from both the Center for Research in Security Prices(CRSP)database and the NYSE’s Trade and Quote(TAQ)database,accounting data from Standard&Poor’s(S&P’s) Compustat,analyst coverage data from the Institutional Brokers’Estimate Sys-tem(IBES),institutional holding(13f)data from the Thomson Reuters Owner-ship Database,and corporate governance data from ISS.We exclude observations with missing variables and Winsorize Compustat-based and13f-based variables at the1st and99th percentiles to reduce the influence of extreme observations and possible data errors.We excludefinancial companies(Standard Industrial Clas-sification(SIC)codes6000–6999)and utilities(SIC codes4900–4949)from the study sample.Ourfinal sample consists of12,093firm-year observations.We limit our study period to2001–2006because the ISS corporate governance data are available only for this period.We measurefirm i’s institutional ownership in year t(INST OWNERSHIP i,t) by the ratio of the number of shares held by institutional investors to the total number of shares outstanding.Similar to the coding methods used in Brown and Caylor(2006),(2009)and Chung et al.(2010),we calculate governance scores for eachfirm by assigning1point for each governance provision that meets the minimum standard provided in ISS Corporate Governance:Best Practices User Guide and Glossary(2003).Brown and Caylor(2006)construct their governance index using51governance standards(out of61)included in the ISS database. Chung et al.(2010)select24governance standards that are most closely re-lated tofinancial and operational transparency.Following Chung et al.,we ex-clude the“Director Education”category.Although Brown and Caylor(2006)omit firms with dual-class shares,we include the dual-class standard in our governance index construction because Li et al.(2008)show that it is an important determi-nant of institutional investment decisions.In this way,we construct our gover-nance score,GOV SCORE1i,t,with the maximum value of50and the minimum252Journal of Financial and Quantitative Analysisvalue of0.The Appendix presents the list of governance categories and stan-dards that are used in our study.To assess the sensitivity of our results to differ-ent measures of governance quality,we also construct the2nd governance score, GOV SCORE2i,t,using only the36governance standards that are included in the ISS database for our entire study period,from2001to2006.6We also calculate the following variables(forfirm i in year t)that are in-cluded in our regression analyses:the market value of equity(MVE i,t),the stan-dard deviation of quote-midpoint daily returns(VOLATILITY i,t),the average ra-tio of monthly trading volume to the number of shares outstanding(TURNOVER i,t), the average stock price(PRICE i,t),the continuously compounded annual stock return(RETURN i,t),the average effective bid-ask spread(BASPREAD i,t),the number of years since thefirmfirst appeared in the CRSP database(FIRM AGE i,t), the ratio of total debt to the book value of total assets(LEVERAGE i,t),the annual dividend yield(D YIELD i,t),the ratio of net income to the book value of total assets(ROA i,t),Tobin’s q ratio(TOBIN’S Q i,t)calculated using the method in Chung and Pruitt(1994),and the asset tangibility ratio(TANGIBILITY i,t)cal-culated using the method in Berger,Ofek,and Swary(1996)and Almeida and Campello(2007).Table1presents descriptive statistics on governance scores,institutional ownership,and other stock characteristics for our study sample offirms.The mean(median)value of GOV SCORE1is23.65(24),indicating that our sam-plefirms meet about half of the governance standards.7The mean(median)value of GOV SCORE2is20.11(20).The mean(median)value of our samplefirms’in-stitutional ownership is56.31%(61.23%).The mean and median values of market capitalization are$3,600million and$446million,respectively,indicating high skewness in the distribution offirm size.The mean(median)value of the effective bid-ask spread is0.0083(0.0035),and the mean(median)value of TOBIN’S Q ratio is1.7182(1.2707).The mean(median)value of asset tangibility is0.5181 (0.5146),indicating that our samplefirms hold large amounts of tangible assets.IV.Empirical ResultsThis section presents the results of univariate tests and regression analyses on the relation between corporate governance and institutional ownership.A.Univariate TestsIn each year,we sortfirms according to governance scores and group them into governance-score quintiles.8We then aggregate allfirm-year observations within each quintile across the6-year study period.Table2presents the mean and6The number of governance standards included in the ISS database was much smaller prior to enactment of the Sarbanes-Oxley Act in2002.7Brown and Caylor(2006)and Chung et al.(2010)report similar results.The99th percentile value of our GOV SCORE1is35,which is also in line with the maximum governance score of38(out of 51)reported in Brown and Caylor(2006).8We report the results based on GOV SCORE1.We also conduct the same test using GOV SCORE2andfind qualitatively identical results.Chung and Zhang253TABLE1Descriptive StatisticsTable1presents descriptive statistics on governance scores,institutional ownership,and other stock characteristics. GOV SCORE1and GOV SCORE2denote the governance score for eachfirm in a specific year.We determine whether a particular governance standard is met using the minimum standard provided in ISS Corporate Governance:Best Practices User Guide and Glossary(2003).We then obtain the governance score for eachfirm by awarding1point for each gover-nance standard that is met.INST OWNERSHIP is the ratio of the number of shares held by institutional investors to the total number of shares outstanding,MVE is the market value of equity,VOLATILITY is the standard deviation of quote-midpoint daily returns,TURNOVER is the average ratio of monthly trading volume to the number of shares outstanding,PRICE is annual average stock price,RETURN is the continuously compounded annual stock return,BASPREAD is the mean ef-fective bid-ask spread,FIRM AGE is the number of years since thefirmfirst appeared in the CRSP database,TOBIN’S Q is the Tobin’s q ratio calculated using the method in Chung and Pruitt(1994),TANGIBILITY is the asset tangibility ratio calculated using the method in Berger et al.(1996)and Almeida and Campello(2007),LEVERAGE is the ratio of total debt to the book value of total assets,D YIELD is the annual dividend yield,ROA is the ratio of net income to the book value of total assets,and S&P500equals1if thefirm is included in the S&P500index,and0otherwise.PercentileVariables Mean Std.Dev.1st5th25th50th75th95th99th GOV SCORE123.6462 5.801612.000014.000019.000024.000028.000033.000035.0000 GOV SCORE220.1069 4.508411.000013.000016.000020.000024.000028.000029.0000 INST0.56310.27800.00480.05580.35010.61230.79480.94070.9847 OWNERSHIPMVE3,600.8516,546.4610.6927.54146.74446.111,549.7713,765.9764,220.51 (in$millions)VOLATILITY0.03090.01490.01010.01340.02050.02780.03780.05810.0799 TURNOVER 1.6462 2.08140.08790.19870.6246 1.1640 2.0397 4.43798.7576 PRICE21.010626.4974 1.2659 2.35547.284915.819728.550054.258378.1139 RETURN0.21580.5872–0.7120–0.5095–0.14490.11340.4243 1.3387 2.4259 BASPREAD0.00830.01480.00040.00060.00140.00350.00970.03050.0567 FIRM AGE17.314716.2267 1.0000 2.0000 6.000011.000023.000045.000078.0000 TOBIN’S Q 1.7182 1.52300.18870.47180.8684 1.2707 2.0376 4.46347.9432 TANGIBILITY0.51810.17420.12230.23580.40550.51460.61630.83830.9430 LEVERAGE0.18480.20330.00000.00000.00370.14040.29560.54730.8380 D YIELD0.00830.03590.00000.00000.00000.00000.00710.03680.0886 ROA0.00850.1399–0.5167–0.3055–0.01290.03890.07890.15970.2561 S&P5000.18340.27870.00000.00000.00000.00000.0000 1.0000 1.0000TABLE2Institutional Ownership and Governance ScoreIn each year,we sortfirms according to governance scores and group them into governance-score quintiles.We then ag-gregate allfirm-year observations within each quintile across the6-year study period.The1st column in Table2presents the mean and median institutional ownership offirms within each quintile.To determine whether the relation between institu-tional ownership and corporate governance varies across different types of institutions,we repeat the previous procedure using data for each of the following5types of institutions based on Thomson’s classification:i)bank trust departments; ii)insurance companies;iii)investment companies;iv)independent investment advisors;and v)others(e.g.,pension funds,foundations,and university endowments).We perform the t-test(Wilcoxon test)using data for each year to deter-mine whether the mean(median)value of institutional ownership forfirms that belong to the highest governance-score quintile is statistically different from the corresponding value forfirms that belong to the lowest governance-score quintile. The last2rows present the mean value of each statistic across years.Type5(otherinstitutions:Type4pension funds, Total Type2Type3(independent foundations, Institutional Type1(insurance(investment investment universityOwnership(banks)companies)companies)advisors)endowments) Governance-ScoreQuintile Mean Med Mean Med Mean Med Mean Med Mean Med Mean Med 1(lowest)0.42200.40310.04870.03240.02030.01070.06890.04820.23090.21460.07700.0576 20.48050.48850.05160.04060.02300.01240.07830.05810.26040.25450.08730.0699 30.56270.61090.06650.05960.02440.01550.09000.07450.29750.30030.10140.0849 40.64410.70570.08240.07980.03010.02010.10360.09400.33140.33790.10900.0970 5(highest)0.70770.74860.09820.09400.03280.02310.12200.11380.34360.34350.11670.1044 Mean t-values16.8212.64 5.8110.7010.738.42 (Student’s t-test)Mean z-values13.7913.318.7710.689.859.89 (Wilcoxon test)254Journal of Financial and Quantitative Analysismedian institutional ownership offirms within each quintile.The results show that institutional ownership increases monotonically with governance scores.The mean institutional ownership offirms that belong to the lowest governance-score quintile is42%,whereas the correspondingfigure is71%forfirms that belong to the highest governance-score quintile.We perform the t-test(Wilcoxon test)using data for each year to determine whether the mean(median)value of institutional ownership forfirms that belong to the highest governance-score quintile is statistically different from the corre-sponding value forfirms that belong to the lowest governance-score quintile.The results show that the difference in the mean(median)institutional ownership be-tween the2quintiles is statistically significant at the1%level in all sample years. The last2rows in Table2present the mean value of each statistic across years.To determine whether the relation between institutional ownership and cor-porate governance varies across different types of institutions,we repeat the pre-vious analysis using data for each of the following5types of institutions based on Thomson’s classification:i)bank trust departments;ii)insurance companies; iii)investment companies;iv)independent investment advisors;and v)others (e.g.,pension funds,foundations,and university endowments).9The results show thatfirms with higher governance scores exhibit greater institutional ownerships across all types of institutions.For example,for Type1institutions(banks),the mean and median institutional holdings offirms that belong to the lowest governance-score quintile are4.87%and3.24%,respectively,whereas the cor-respondingfigures forfirms that belong to the highest governance-score quintile are9.82%and9.40%,respectively.The difference in the mean(median)institu-tional ownership between the2quintiles is statistically significant at the1%level in each year of our study period across all types of institutions.B.Regression Results Using the Level VariablesAlthough the results in Table2are consistent with the conjecture thatfirms with better governance structure attract more institutional investors,the relation between the2variables may be driven by their respective correlations with other variables.Falkenstein(1996)and Huang(2009)show that mutual funds prefer stocks with higher market liquidity.Chung et al.(2010)find thatfirms with better governance structure tend to have higher stock market liquidity(e.g.,narrower quoted and effective spreads).Consequently,the relation between institutional ownership and governance scores may be due to their respective correlations with liquidity.In addition,prior research identifies a number of variables that af-fect institutional investors’portfolio decisions.Gompers and Metrick(2001)find that institutional investors prefer stocks of larger companies,while Grinstein and Michaely(2005)show that institutional investors preferfirms that pay smaller dividends among dividend-payingfirms.Badrinath et al.(1996)show that insti-tutional investors preferfirms with safety net characteristics,such as established (old)companies,low return volatility,and lowfinancial leverage.Gompers et al.9CDA/Spectrum’s classification of institutional investors is not reliable from1998forward(e.g., see Chen,Harford,and Li(2007)).Therefore,we use the pre-1998classification.Chung and Zhang255 (2003)show thatfirms with stronger shareholder rights exhibit higher stock re-turns and better operating performance.To examine the relation between institutional ownership and corporate gov-ernance after controlling for the factors that are associated with both or either of the2variables,we estimate the following regression model:(1)INST OWNERSHIP i,t=β0+β1GOV SCORE i,t+β2Log(MVE i,t) +β3VOLATILITY i,t+β4TURNOVER i,t+β5Log(PRICE i,t)+β6RETURN i,t+β7BASPREAD i,t+β8FIRM AGE i,t+β9TOBIN’S Q i,t+β10TANGIBILITY i,t+β11LEVERAGE i,t+β12D YIELD i,t+β13ROA i,t+β14S&P500i,t+εi,t,where all variables are the same as defined in Section III.Panel A of Table3presents the OLS regression results with clustered stan-dard errors at thefirm level that are estimated from12,093firm-year observations (we include year dummy variables in the regression model).The clustered stan-dard errors correctly account for the dependence in the data common in a panel data set and produce unbiased estimates.See Petersen(2009)for a detailed de-scription of this method in the context offinancial research.To assess the sensi-tivity of our results with respect to different estimation methods,we also estimate regression model(1)using the Fama-MacBeth(1973)method and report the re-sults in Panel A.10Columns1and2present the results using GOV SCORE1and columns3and4present the results using GOV SCORE2.The results indicate that the coefficients on both GOV SCORE1and GOV SCORE2are positive and statistically significant,indicating that the positive relation between institutional ownership and corporate governance quality remains intact even after controlling for other possible determinants of institutional ownership.The relation between institutional ownership and corporate governance is economically significant:An increase in governance score from the25th to75th percentile results in an increase in institutional ownership by14%.11It is important to note that annual ISS governance data are gathered from proxy statements that are usually collected during thefirst half of each year and thus they may capture the governance structure during the second half of the pre-vious year.12Note also that our institutional ownership variable is constructed based on the year-end holding data.Hence,the positive relation between institu-tional ownership and governance score shown in Table3is more likely to indicate10Following Fama and MacBeth(1973),wefirst run cross-sectional regression using data for each year and then perform the t-test using the estimated regression coefficients across years.For each variable,we show the mean regression coefficient across years and its t-value.The high t-values are largely due to small variation in the estimated regression coefficients across years.11Note that0.0088×(28–19)/0.5631=14.1%,where0.0088is the estimated coefficient on GOV SCORE1in Table3(Panel A),28is the75th percentile value of GOV SCORE1,19is the25th percentile value of GOV SCORE1,and0.5631is the mean aggregate institutional ownership of our samplefirms.Similarly,we obtain0.0104×(24–16)/0.5631=14.8%using GOV SCORE2.12For example,Amylin Pharmaceuticals,Inc.began to meet the governance standard that“the positions of chairman and CEO should be separated,”from September2003.However,this change shows up in the ISS database only from2004.。

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