内幕交易与公司治理:来自业绩预报的证据

Insider Trading and Corporate Governance: Evidence from Earning Forecast

本文结合上市公司的业绩预报事件,对信息披露中是否存在内幕交易、公司治理因素如何影响内幕交易进行研究。结果发现业绩预报前存在显著的内幕交易;高管薪酬、股息/盈利比与内幕交易负相关;负债资产比、股权集中度以及两职合一与内幕交易正相关。这说明薪酬激励的提高、两职分离有助于减少内幕交易,但大股东和债权人都没有监管内幕交易的动机;内幕交易虽能缓解由于风险态度差异而引起的经理与股东的利益冲突,却加重了大股东与外部股东的利益冲突。

Using the earning forecast events of listed firms, this paper studies whether the insider trading exists in the process of information disclosure or not, and how the corporate governance affects the insider trading. The results show that： there exists obvious insider trading prior to the earning forecast; The executive compensation and payout ratio are negatively correlated with insider trading; Asset liability ratio, ownership concentration and the aggregation of multi-position are positively correlated with insider trading. This indicates that the enhancement of salary incentive and the separation of multiposition help to decrease the insider trading, whereas neither large shareholders nor creditors have incentives to regulate the insider trading. Although insider trading is able to alleviate the conflict of interest between managers and shareholders due to their different attitudes toward risks, it aggravates the conflict of interest between big shareholders and outside Shareholders.