Всего публикаций в данном разделе: 596
Опубликовано на портале: 18-04-2007Benjamin E. Hermalin, Michael Steven Weisbach The American Economic Review. 1998. Vol. 88. No. 1. P. 96.
How can boards be chosen through a process partially controlled by the CEO, yet, in many instances, still be effective monitors of him? We offer an answer based on a model in which board effectiveness is a function of its independence. This, in turn, is a function of negotiations (implicit) between existing directors and the CEO over who will fill vacancies on the board. The CEO's bargaining power over the board-selection process comes from his perceived ability relative to potential successors. Many empirical findings about board structure and performance arise as equilibrium phenomena of this model.
Опубликовано на портале: 18-04-2007L.A.A. van den Berghe, Abigail Levrau Corporate Governance: An International Review. 2004. Vol. 12. No. 4. P. 461-478.
This paper is an attempt to identify what constitutes a good board of directors, and this is based on a comparison between academic literature, corporate governance rating systems and our field research into board practices. We observed that “traditional” academic research focused on a limited number of quantifiable board characteristics, while practitioners attach greater importance to “soft” elements, which are nearly absent in the literature and in the governance ratings. These findings highlight the need for a better understanding of all elements that determine board effectiveness. Furthermore, our results identify three areas of improvement for boards of directors.
Опубликовано на портале: 18-04-2007Jun-Koo Kang, Anil Shivdasani Journal of Financial Economics. 1995. Vol. 38. No. 1. P. 29-58.
We examine the role of corporate governance mechanisms during top executive turnover in Japanese corporations. Consistent with evidence from U.S. data, the likelihood of nonroutine turnover is significantly related to industry-adjusted return on assets,excess stock returns, and negative operating income, but is not related to industry performance. The sensitivity of nonroutine turnover to earnings performance is higher for firms with ties to a main bank than for firms without such ties. Outside succession in Japan is more likely for firms with large shareholders and a main bank relationship. We document performance improvements subsequent to nonroutine turnover and outside succession.
Опубликовано на портале: 18-04-2007Michael S. Gibson Finance and Economics Discussion Series. 2002. No. 1999-63.
I test whether corporate governance is ineffective in emerging markets by estimating the link between CEO turnover and firm performance for over 1,200 firms in eight emerging markets. While previous papers on corporate governance in emerging markets have studied corporate governance mechanisms, such as concentrated ownership, I study a corporate governance outcome: are poorly performing managers replaced? Others have answered this question in the affirmative for the United States and other developed countries. This paper is the first to address this question for emerging markets. I find two main results. First, CEOs of emerging market firms are more likely to lose their jobs when their firm’s performance is poor, suggesting that corporate governance is not ineffective in emerging markets. The magnitude of the relationship is surprisingly similar to what Kaplan (1994a) found for the United States. Second, for the subset of firms with a large domestic shareholder, there is no link between CEO turnover and firm performance. For this subset of emerging market firms, corporate governance appears to be ineffective.
Опубликовано на портале: 18-04-2007James A. Brickley, Jeffrey L. Coles, Gregg Jarrell Journal of Corporate Finance. 1997. Vol. 3. No. 3. P. 189-220.
Shareholder activists and regulators are pressuring U.S. firms to separate the titles of CEO and Chairman of the Board. They argue that separating the titles will reduce agency costs in corporations and improve performance. The existing empirical evidence appears to support this view. We argue that this separation has potential costs, as well as potential benefits. In contrast to most of the previous empirical work, our evidence suggests that the costs of separation are larger than the benefits for most large firms.
Опубликовано на портале: 18-04-2007Michael Useem, Andy Zelleke Corporate Governance: An International Review. 2006. Vol. 14. No. 1. P. 2-12.
American boards of directors increasingly treat their delegation of authority to management as a careful and self-conscious decision. Numerically dominated by non-executives, boards recognize that they cannot run the company, and many are now seeking to provide stronger oversight of the company without crossing the line into management. Based on interviews with informants at 31 major companies, we find that annual calendars and written protocols are often used to allocate decision rights between the board and management. Written protocols vary widely, ranging from detailed and comprehensive to skeletal and limited in scope. While useful, such calendars and protocols do not negate the need for executives to make frequent judgement calls on what issues should go to the board and what should remain within management. Executives still set much of the board’s decision-making agenda, and despite increasingly asserting their sovereignty in recent years, directors remain substantially dependent upon the executives’ judgement on what should come to the board. At the same time, a norm is emerging among directors and executives that the latter must be mindful of what directors want to hear and believe they should decide.
Опубликовано на портале: 18-04-2007David Carter, Betty J. Simkins, W. Gary Simpson The Financial Review. 2003. Vol. 38. No. 1. P. 33-53.
This study examines the relationship between board diversity and firm value for Fortune 1000 firms. Board diversity is defined as the percentage of women, African-Americans, Asians, and Hispanics on the board of directors. This research is important because it presents the first empirical evidence examining whether board diversity is associated with improved financial value. After controlling for size, industry, and other corporate governance measures, we find significant positive relationships between the fraction of women or minorities on the board and firm value. We also find that the proportion of women and minorities on boards increases with firm size and board size but decreases as the number of insiders increases.
Опубликовано на портале: 18-04-2007Caspar Rose Corporate Governance: An International Review. 2005. Vol. 13. No. 5. P. 691-701.
After the emergence of the Cadbury Report in 1992, several countries in the EU, including Denmark, issued their own guidelines of corporate governance. However, whether such recommendations benefit shareholders is a controversial question. This article presents an empirical analysis of financial performance and the composition of semi-two-tier boards using a unique sample of Danish listed firms. It is shown that board size, proportion of insiders and positions held by board members in other firms do not significantly impact performance. Only the average age of the board has a significantly negative impact on performance. Thus, it is argued that board structure only plays crucial role when a firm is in financial trouble or faces a major threat – not under normal circumstances.
The Impact of the Roles, Structure and Process of Boards on Firm Performance: evidence from Turkey [статья]
Опубликовано на портале: 18-04-2007Veysel Kula Corporate Governance: An International Review. 2005. Vol. 13. No. 2. P. 265-276.
This study aims at investigating the impact of the roles, structure and process of boards on performance of Turkish companies. Drawing on the data obtained from a sample of 386 mostly small and non-listed stock ownership companies, it was found that the separation of chairman and general manager positions has significant positive impact on firm performance. From the board roles of control, service and resource acquisition, firm performance was found to be positively related only to the level of adoption of resource acquisition role. It was also found that the effectiveness, information access and performance evaluation attributes of boards are positively and significantly associated with firm performance.
Опубликовано на портале: 18-04-2007Richard W. Leblanc Corporate Governance: An International Review. 2004. Vol. 12. No. 4. P. 436-441.
Greater use of qualitative research methods – including observing boards in real time and interviewing directors – needs to occur to advance the field. Quantitative researchers are, it would seem, measuring variables in respect of “structural independence,” rather than board and individual director effectiveness, per se. Once “board effectiveness” and “director effectiveness” variables are able to be measured, together with their interaction, a greater likelihood of distilling a more definitive relationship between corporate governance and corporate financial performance may occur.
Corporate Governance Reforms: Redefined Expectations of Audit Committee Responsibilities and Effectiveness [статья]
Опубликовано на портале: 18-04-2007Sandra C. Vera-Munoz Journal of Business Ethics. 2005. Vol. 62. No. 2. P. 115-127.
Comprehensive regulatory changes brought on by recent corporate governance reforms have broadly redefined and re-emphasized the roles and responsibilities of all the participants in a public company’s financial reporting process. Most notably, these reforms have intensified scrutiny of corporate audit committees, whose role as protectors of investors’ interests now attracts substantially higher visibility and expectations. As a result, audit committees face the formidable challenge of effectively overseeing the company’s financial reporting process in a dramatically changed—and highly charged—corporate governance environment. This paper discusses the new expectations of audit committee responsibilities and effectiveness in the wake of corporate governance reforms, key challenges, “whistleblower” provisions and shortcomings, and provides some directions for future research.
International Corporate Governance [статья]
Опубликовано на портале: 18-04-2007Diane K. Denis, John J. McConnell ECGI - Finance Working Paper. 2003. No. 05/2003.
We survey two generations of research on corporate governance systems around the world, concentrating on countries other than the United States. The first generation of international corporate governance research is patterned after the US research that precedes it. These studies examine individual governance mechanisms – particularly board composition and equity ownership – in individual countries. The second generation of international corporate governance research considers the possible impact of differing legal systems on the structure and effectiveness of corporate governance and compares systems across countries.
Опубликовано на портале: 18-04-2007Milton Harris, Artur Raviv Journal of Financial Economics. 1988. No. 20. P. 203-235.
In this paper, we derive conditions under which the simple majority voting rule for electing controlling management and one share-one vote constitute a socially optimal corporate governance rule. We also show that other majority rules and/or multiple classes of shares are not socially optimal. Finally we show that an entrepreneur would choose to "issue two securities, one with only cash flow claims and no votes and one with only votes and no cash flow claims, ff this were allowed. This scheme, regardless of the majority rule adopted, is not socially optimal.
Corporate Governance, Corporate Ownership, and the Role of Institutional Investors:A Global Perspective [статья]
Опубликовано на портале: 18-04-2007Stuart L. Gillan, Laura T. Starks Weinberg Center for Corporate Governance Working Papers. 2003. No. 2003-01.
We examine the relation between corporate governance and ownership structure, focusing on the role of institutional investors. In many countries, institutional investors have become dominant players in the financial markets. We discuss the theoretical basis for, history of, and empirical evidence on institutional investor involvement in shareholder monitoring. We examine cross-country differences in ownership structures and the implications of these differences for institutional investor involvement in corporate governance. Although there may be some convergence in governance practices across countries over time, the endogenous nature of the interrelation among governance factors suggests that variation in governance structures will persist.
Corporate Governance, Ownership Dispersion and Efficiency: Empirical Evidence from Austrian Cooperative Banking [статья]
Опубликовано на портале: 18-04-2007Gary Gorton, Frank Schmid Journal of Corporate Finance. 1999. Vol. 5. No. 2. P. 119-140.
The ownership structures of firms are endogenous. This makes it difficult to produce w direct evidence on the Berle and Means Berle, A.A., Means, G.C., 1932. The Modern x Corporation and Private Property, New York. hypothesis that corporate governance becomes less efficient as the degree of separation of ownership and control increases. We address this issue by studying Austrian cooperative banking, an organizational form in which the ownership structure is exogenous. We show that firm performance declines as the number of cooperative members increases, corresponding to a greater separation of ownership and control. We also provide direct evidence on another theory that is difficult to test, namely, the efficiency wage hypothesis. We show that the decline in firm performance as the number of shareholders increases is due to an increase in efficiency wages.
Опубликовано на портале: 18-04-2007Kee H. Chung, Jeong-Kuk Kim Journal of Corporate Finance. 1999. Vol. 5. No. 1. P. 35-54.
Empirical evidence suggests that the voting premium in the Korean securities market is strongly related to the structure of corporate ownership. We find that the premium attached to voting stock is positively and significantly associated with the control value of a block of shares held by minority shareholders. We also find that the premium is negatively related to both the fraction of shares that are voting shares and the market value of equity. Empirical results indicate that private benefits of control in Korea are worth about 10% of the value of equity.
Опубликовано на портале: 18-04-2007Marco Becht Background Note prepared for the Euro 50 Group Meeting on Corporate Governance (European Investment Bank). 2003.
After the recent scandals in the United States, corporate governance was added to the agenda of Heads of State and might be there to stay, at least for a while. This development marks the peak of a recent scandal driven policy programme that goes back to the early 1990s at the national level and hit the international scene with the 1998 Russia/Asia/Brazil crisis. The remainder of this note is structured as follows: Section 2 provides a stylised map of corporate control arrangements in Europe. Section 3 sets out the theoretical merits of each model. Section 4 discusses the potential of various policies that have been proposed in the context of each model. Section 5 provides a brief outline of the policies that are currently debated in Europe and the United States. Section 6 gives hyperlinks to a survey of the scientific evidence on corporate governance and to key policy documents that have been put out by the European Commission and by various institutions in the United States.
Ближе к стандартам [статья]
Опубликовано на портале: 17-04-2007Леонид Петухов Вестник McKinsey. 2003. № 2(4).
В предыдущем номере «Вестника McKinsey» несколько статей мы посвятили эффективному корпоративному управлению, рассказали о его важности для развития российского бизнеса. Несмотря на то, что российские компании, всерьез занявшиеся созданием эффективных систем корпоративного управления, добились очевидных успехов — их капитализация в самые короткие сроки многократно увеличилась, они вышли на глобальные рынки капитала и стали привлекать менеджеров с международной репутацией, — последователей у них в нашей стране до сих пор немного. Тому называется множество причин, однако наш опыт показывает, что российские компании часто не спешат внедрять у себя международные стандарты корпоративного управления из-за недостаточного понимания реального, а не формального предназначения эффективного корпоративного управления и его механизмов. В этой статье мы описываем передовую международную практику создания эффективного корпоративного управления и с этой точки зрения рассматриваем ситуацию в российских компаниях. Особое внимание в статье мы уделили процедурам функционирования совета директоров.
Does Ownership Structure Matter? Governance Structures and the Market for Corporate Control in Germany [статья]
Опубликовано на портале: 17-04-2007Jurgen Weigand, Erik Lehmann Working Paper (Institute for Development Strategies, Indiana University). 1999.
This paper investigates the impact of corporate governance on the performance of 361 German firms over the period 1991 to 1996. In contrast to previous studies, we report systematic influences of corporate governance indicators on the profitability of German firms. In particular,ownership concentration affects firm performance in significantly negative fashion. This relationship depends on who commands the control rights over a firm. Firms owned by another industrial firm or controlled by banks have significantly lower rates of return than firms governed by families or foreign owners. Representation of owners on the board of directors tends to improve performance. These findings support the view that tighter governance curbs managerial discretion and expands shareholders' wealth. However, we also find that stock corporations with widely dispersed outside shareholdings outperformed stock corporations in which another industrial firm, banks, or different large shareholders had at least a blocking minority. These results imply that the presence of large shareholders does not necessarily enhance profitability.
Опубликовано на портале: 17-04-2007Hamid Mehran Journal of Financial Economics. 1995. Vol. 38. No. 2. P. 163-184.
An examination of the executive compensation structure of 153 randomly-selected manufacturing firms in 1979-1980 provides evidence supporting advocates of incentive compensation, and also suggests that the form rather than the level of compensation is what motivates managers to increase firm value. Firm performance is positively related to the percentage of equity held by managers and to the percentage of their compensation that is equity-based. Moreover, equity-based compensation is used more extensively in firms with more outside directors. Finally, firms in which a higher percentage of the shares are held by insiders or outside blockholders use less equity-based compensation.