Статьи
Всего статей в данном разделе : 365
Опубликовано на портале: 15-11-2007
Sigurt Vitols
Corporate Governance: An International Review.
2005.
Vol. 13.
No. 3.
P. 386 - 396.
Опубликовано на портале: 24-11-2008
Gregory Jackson, A. Moerke
Corporate Governance: An International Review.
2008.
Vol. 13.
No. 3.
P. 2005.
Germany and Japan are often seen deviating from an economic model of shareholder
control
and thereby as being similar by virtue of their mutual contrast with the US. Given
the common
challenges for bank-based and stakeholder-oriented models of corporate governance,
Germany–Japan comparison seems particularly timely. This article provides an
introductory
overview and analysis for the Special Issue by comparing recent developments in corporate
law reform, banking and finance, and employment in Germany and Japan. While rejecting
arguments for international convergence, we discuss this evidence of simultaneous
continuity
and change in corporate governance as a potential form of hybridisation of national
models
or renegotiation of stakeholder coalitions in German and Japanese firms. One consequence
is
the growing diversity of firm-level corporate governance practices within national
systems.
Опубликовано на портале: 18-04-2007
Andres de Pablo, Valentin Azofra, Felix Lopez
Corporate Governance: An International Review.
2005.
Vol. 13.
No. 2.
P. 197-210.
In recent years, the debate about the efficiency of corporate governance mechanisms
has focused on the activity of the corporate boards of directors. This paper analyses
the effect of the size of the board, its composition and internal functioning on
firm value in a sample of 450 non-financial companies from ten countries in Western
Europe and North America. The econometric method combines uniequational regression
analysis with simultaneous equations in order to control for the possibility of board
size and composition endogeneity.
The results show a negative relationship between firm value and the size of the board
of directors. This relation holds when we control for alternative definitions of
firm size and for board composition, the board’s internal functioning, country
effect and industry effect. We find no significant relationship between the composition
of the board and the value of the
firm. These results are consistent with previous relevant papers and show that companies
with oversized boards of directors have poorer performance both in countries where
internal mechanisms of governance dominate and in countries where external mechanisms
are predominant.
Corporate Governance [статья]
Опубликовано на портале: 22-03-2007
Jean Tirole
Econometrica.
2001.
Vol. 69.
No. 1.
P. 1-35.
The paper first develops an economic analysis of the concept of shareholder value,
describes its approach, and discusses some open questions. It emphasizes the relationship
between pledgeable income, monitoring, and control rights using a unifying and simple
framework.
The paper then provides a first and preliminary analysis of the concept of the stakeholder
society. It investigates whether the managerial incentives and the control structure
described in the first part can be modified so as to promote the stakeholder society.
It shows that the implementation of the stakeholder society strikes three rocks:
dearth of pledgeable income, deadlocks in decision-making, and lack of clear mission
for management.
While it fares better than the stakeholder society on those three grounds, shareholder
value generates biased decision-making; the paper analyzes the costs and benefits
of various methods of protecting noncontrolling stakeholders: covenants, exit options,
flat claims, enlarged fiduciary duty.
Опубликовано на портале: 16-04-2007
Todd Mitton
Emerging Markets Review.
2004.
Vol. 5.
No. 4.
P. 409-426.
In a sample of 365 firms from 19 countries, I show that firms with stronger corporate
governance have higher dividend payouts, consistent with agency models of dividends.
In addition, the negative relationship between dividend payouts and growth opportunities
is stronger among firms with better governance. I also show that firms with stronger
governance are more profitable, but that greater profitability explains only part
of the higher dividend payouts. The positive relationship between corporate governance
and dividend payouts is limited primarily to countries with strong investor protection,
suggesting that firm-level corporate governance and country-level investor protection
are complements rather than substitutes.
Опубликовано на портале: 16-04-2007
Paul A. Gompers, Joy L. Ishii, Andrew Metrick
Quarterly Journal of Economics.
2003.
Vol. 118.
No. 1.
P. 107-155.
Shareholder rights vary across firms. Using the incidence of 24 unique governance
rules, we construct a "Governance Index" to proxy for the level of shareholder rights
at about 1500 large firms during the 1990s. An investment strategy that bought firms
in the lowest decile of the index (strongest rights) and sold firms in the highest
decile of the index (weakest rights) would have earned abnormal returns of 8.5 percent
per year during the sample period. We find that firms with stronger shareholder rights
had higher firm value, higher profits, higher sales growth, lower capital expenditures,
and made fewer corporate acquisitions.
Опубликовано на портале: 16-04-2007
Wolfgang Drobetz, Andreas Schillhofer, Heinz Zimmermann
European Financial Management.
2004.
Vol. 10.
No. 2.
P. 267–293.
Recent empirical work shows evidence for higher valuation of firms in countries with
a better legal environment. We investigate whether differences in the quality of
firmlevel corporate governance also help to explain firm performance in a cross-section
of companies within a single jurisdiction. Constructing a broad corporate governance
rating (CGR) for German public firms, we document a positive relationship between
governance practices and firm valuation. There is also evidence that expected stock
returns are negatively correlated with firm-level corporate governance, if dividend
yields are used as proxies for the cost of capital. An investment strategy that bought
high-CGR firms and shorted low-CGR firms earned abnormal returns of around 12% on
an annual basis during the sample period.
Опубликовано на портале: 12-02-2007
Varouj Aivazian, Ying Ge, Jiaping Qiu
Journal of Banking & Finance.
2005.
No. 29.
P. 1459-1481.
This paper examines empirically the quality of the governance mechanisms of Chinese
state-owned enterprises from 1994–1999, a period marked by substantial changes
in policies affecting the governance structure of these firms. It shows that the
restructuring of these enterprises according to corporate law improved the effectiveness
of their governance system. Specifically, restructuring strengthened the links between
manager turnover and firm performance.
The results indicate that firm performance was significantly and negatively related
to manager demotion for incorporated state-owned enterprises, while this relationship
was insignificant for unincorporated enterprises. They also indicate that manager
turnover was a viable incentive mechanism for improving future enterprise performance.
Опубликовано на портале: 17-04-2007
Rienk Goodijk
Corporate Ownership & Control.
2003.
Vol. 1.
No. 1.
P. 149-155.
In the highly competitive environment management builds relationships with very different
kinds of stakeholders, acting more transparently, providing opportunities for dialogue
and involvement and being accountable to all the stakeholders. The paper considers
implementation of one of the most challenging instrument to build those relationships
named "stakeholdermanagement".
Improvements on corporate governance and stakeholder-management already
have been found: in the further professionalising of the Supervisory Board by updating
the board-profile, setting up audit- and remuneration-committees, introducing self-assessment
(internal board-evaluations) etcetera; more openness and transparency in the annual
reports, making mention of board members’ remuneration; increasing the influence
of shareholders by providing opportunities to certificate-holders for more actively
participating and voting at the General Meeting, and intensifying the relationships
with investors; developing international employee participation, based on the European
Directive on information and consultation and the implementation in Dutch law; intensifying
customer relationships by developing a Customer Relationship Management system world-wide,
using internet-opportunities (ING Direct), converting call centres to Customer Contact
Centres, introducing customer-panels, etcetera; introducing HR-plans on inspiring
leadership, performance management and diversity worldwide.
Опубликовано на портале: 06-02-2007
John E. Core, Robert W. Holthausen, David F. Larcker
Journal of Financial Economics.
1999.
No. 51.
P. 371-406.
We find that measures of board and ownership structure explain a significant amount
of cross-sectional variation in CEO compensation, after controlling for standard
economic determinants of pay. Moreover, the signs of the coefficients on the board
and ownership structure variables suggest that CEOs earn greater compensation when
governance structures are less effective. We also find that the predicted component
of compensation arising from these characteristics of board and ownership structure
has a statistically signifficant negative relation with subsequent firm operating
and stock return performance. Overall, our results suggest that firms with weaker
governance structures have greater agency problems; that CEOs at firms with greater
agency problems receive greater compensation; and that firms with greater agency
problems perform worse.
Опубликовано на портале: 22-03-2007
Gerhard Cromme
Corporate Governance: An International Review.
2005.
Vol. 13.
No. 3.
P. 362-367.
The term "corporate governance", and all that it implies, is now in everyday use
in Germany. This is due to the enormous changes Germany has experienced in recent
years, in international business, international finance and in German industrial
structures. This contribution deals with recent changes in the German system of corporate
governance. After a short historical review, the major elements of the international
context that form the background for changes in Germany are discussed. This is followed
by an explanation of the German Corporate Governance Code and its role, concluding
with a prospectus for further possible developments and a summary of key points.
Опубликовано на портале: 22-03-2007
William Judge, Irina Naoumova
Econometrica.
2004.
Vol. 12.
No. 3.
Developing an effective corporate governance system is key to Russia's future. Russia
is now at a crossroads as it decides to either continue pursuing the Anglo-American
form of governance with its emphasis on external market controls, or turn to a more
Western European model with its emphasis on internal controls, or some combination
of the two. To make these challenges more tangible and bring them into sharper focus,
we discuss some of the governance challenges facing four bellwether Russian firms
– Gazprom, Sberbank, Wimm-Bill-Dann and Mobile TeleSystems. We conclude with
a discussion of the key institutional forces that will heavily influence the path
taken by Russia in the future, along with predictions for the future.
Опубликовано на портале: 18-04-2007
C.B. Ingley, Nicholas T. van der Walt
Corporate Governance: An International Review.
2004.
Vol. 12.
No. 4.
P. 534-551.
The paper outlines the problems of conflicts of interest for fiduciary shareholders
with respect to the stock of publicly owned companies in their portfolios and considers
various approaches proposed to address these problems. The questions of whether fiduciary
problems are the result of a vacuum of ownership and an imbalance of power, and the
extent to which regulatory
reform and shareholder activism can resolve these problems, are examined. From this
analysis a framework is developed that describes the sources, outcomes and factors
contributing to the effectiveness of conflict management in the context of the current
investment environment. A series of recommendations for mediating conflicts of interest
by changing board architectures are presented. These recommendations apply principles
of participative corporate democracy to the overall governance system.
Опубликовано на портале: 16-04-2007
C.B. Ingley, Nicholas T. van der Walt
Corporate Governance.
2004.
Vol. 12.
No. 4.
P. 534-551.
The paper outlines the problems of conflicts of interest for fiduciary shareholders
with respect to the stock of publicly owned companies in their portfolios and considers
various approaches proposed to address these problems. The questions of whether fiduciary
problems are the result of a vacuum of ownership and an imbalance of power, and the
extent to which regulatory reform and shareholder activism can resolve these problems,
are examined. From this analysis a framework is developed that describes the sources,
outcomes and factors contributing to the effectiveness of conflict management in
the context of the current investment environment. A series of recommendations for
mediating conflicts of interest by changing board architectures are presented. These
recommendations apply principles of participative corporate democracy to the overall
governance system.
Опубликовано на портале: 16-04-2007
Christopher W. Anderson, Terry L. Campbell II
Journal of Corporate Finance.
2004.
Vol. 10.
No. 3.
P. 327-354.
We investigate external and internal corporate governance activity observed at Japanese
banks over 1985–1996. External governance appears to be inactive, and even
after the onset of the banking crisis of the 1990s there are few mergers, failures,
and other changes in ownership and control. Prior to the banking crisis we do not
find a relation between bank performance and executive turnover. In contrast, non-routine
turnover of bank presidents is inversely related to both stock returns and profitability
in the 1990s. Consequently, internal governance activity is observable following
the onset of the Japanese banking crisis, a period otherwise characterized by inactive
external governance and regulatory forbearance.
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