中国上市公司违规行为:一项以制度环境为视角的经验性研究

Frauds of listed companies in China: An empirical study from the perspective of institutional environment

上市公司为何违规?这仍是学术界没有解决的一个问题,和以往研究不同,本文以上市公司所处的制度环境为视角,考察了市场化改革和地区腐败对上市公司违规行为的影响。运用大力反腐前的2004-2010年沪深上市公司的违规数据,本文实证结果发现地区市场化程度、腐败程度以及上市公司董事的政治关联等中国改革进程中的特色因素对违规行为更具解析力。在控制了包括治理结构在内的各关键变量后,具体实证结果是:(1)市场化程度的提高会减少上市公司违规频率,然而由于各地区腐败程度不一,市场化的效用被相对削弱;而值得注意的是,上市公司董事的政治背景并没有弱化市场化对违规的抑制作用。(2)在考察上市公司违规后受罚力度时,发现在腐败程度高的地区,公司违规后受罚力度较小,而市场化进程的加快能够有效抑制这一不良现象;同时不得不承认的事实是,在中国的特殊环境中,公司执行董事和独立董事的政治背景都发挥了显著的“庇护”作用,即相对于没有政治关联的公司,有政治关联的公司在违规后受罚较轻。

China's Securities market has developed for more than 20 years.With the rapid development,there are many listed companies in China’s Securities market,and the total market value is increasing at an extraordinary rate.However,in the process of rapid development,the frauds of listed companies are also emerging,which not only makes the investors suffer great losses,but also seriously hamper the resources allocation function of security market.Why do so many companies choose to violate the rules?This has been a question for many scholars,government officials and stock investors.Many scholars have analyzed the issue through the perspective of corporate governance of listed companies.They think that corporate governance structure,such as the defect of the company,the proportion of independent directors,the size of the board directors and other corporate governance factors,can explain the fraud of listed companies.To some extent,the improvement of corporate governance structure is an important aspect that may suppress the fraud of corporate irregularities.However,when the company's frauds have been so widespread,it is necessary for us to explore the real cause--whether there exists the systemic institutional inducement.The factors that determine and restrict corporate behavior include two aspects.One aspect is the internal factors,which include enterprise power,interests,objectives,etc.The other is the external factors,that is,the institutional environment,which mainly include the business environment,market conditions,policies and regulations and so on.Meanwhile,according to the theory of Neo-institutional economic school,we know that the behavior of the organization depends not only on the resource endowment it possesses,but also on its compliance pressure on institutional environment.Therefore,the external institutional environment,such as legal norms,legal implementation efficiency,government intervention and the development of financial markets,may affect company’s productive or destructive activities.Based on the above analysis,this article uses the fraud data of China’s listed companies during the year of 2004 to 2010 and examines the impact of the characteristics of China's reform process on the fraud of listed companies,such as the degree of regional marketization,the degree of corruption and the political connection of the directors of listed companies.Using OLS and Ologit regression model and controlling for the key variables,we conclude many empirical findings.First,the improvement of marketization would decrease the fraud frequency of China’s listed companies.However,due to the different degrees of corruption in different areas,the effectiveness of marketization is relatively weakened.In addition,it is worth noting that board directors with government background did not weaken the restrictive function of marketization.Second,in areas with high corruption,the listed companies would have less punishment for fraud.However,the acceleration of the process of marketization could effectively suppress this undesirable phenomenon.We also admit the fact that both executive and independent directors with government background could make the companies get asylum,thereby making the punishment lighter for fraud.In conclusion,it is true that the market-oriented reform,the degree of corruption and political association can significantly influence the fraud of the listed companies in China.Combined with the real situation,this article finds that the market-oriented reform has made some great achievement,but the reform still has a long way to go.High corruption and political associates are still two obstacles in the process of reform.In the current situation,the government needs to speed up the pace of reform and further improve the marketization process in underdeveloped regions to create more flexible and fair market environment for the listed companies.On the other hand,the government has to crackdown the corruption and special relationships.We better enjoy the result of market-oriented reform via this approach.