独立董事和监事会:替代抑或互补?——基于公司风险的治理效率检验

Independent Directors and the Board of Supervisors:Substitution or Complementation?——An Empirical Analysis Based on Corporate Management Risk

以公司风险为切入点,以1999—2012年我国2 375家上市公司19 469个年度观测值为研究样本,检验独立董事和监事会的治理效率,并通过交互效应考察二者之间的关系,研究发现:(1)导入独立董事制度前监事会治理效率微弱,导入独立董事制度后监事会治理效率有了明显改善,说明从国家宏观层面看,引入独立董事制度,增加了治理监督的制度供给,优化了制度结构,获得了制度竞争带来的红利。(2)勤勉履职的独立董事有利于降低公司风险,表明在我国公司治理结构中设立独立董事具有经济合理性。(3)独立董事和监事会两者之间是一种替代关系,而非互补关系,说明从公司微观层面看,独立董事和监事会存在职能冲突,并不利于降低公司风险。采用独立董事和监事会"双头"监督模式难以从根本解决我国上市公司治理监督的有效性问题,最佳的选择是,允许独立董事制度和监事会制度同时并存、共同竞争,许可公司根据自身情况选择合适的内部监督模式。

By using the business risk as the breakthrough point,by taking 19469 yearly observation values of 2375 listed companies of China during 1999-2012 as research sample,this paper empirically tests the governance efficiency and their interaction of the supervisory board and independent directors. The research shows：（ 1） that the governance efficiency of the supervisory boards has been improved after introducing the independent director system,while it was weak before,which indicates that from national macro-level,the introduction of independent directors increases systematic supply of management and supervision,optimizes institutional structure and obtains the dividend brought by system competition;（ 2） that industrious independent directors significantly reduce the business risk,which shows that the establishment of independent directors in China ＇s company management structure has economic rationality;（ 3） and that it is a kind of substitutional relation rather than complementary relationship between independent directors and the board of supervisors,which reveals that from micro-level of a company,there is duty conflict between independent directors and board of supervisors and that under the arrangement of the initial institution of the board of supervisors,the introduction of the independent directors will weaken the supervising effect of the board of supervisors. The use of double supervision model by independent directors and the board of supervisors is difficult to solve the effectiveness of management supervision of China＇s listed companies and the optimal selection for listed companies is to permit them co-existence and competition and to permit the listed companies to choose their appropriate internal supervision pattern according to their own situation.