审计与战略委员会重叠任职会抑制公司创新吗

Does Overlapping Membership on Audit and Strategy Committees Inhibit Firm’s Innovation

战略委员会是董事会下设的负责公司长期发展战略和重大投资决策的专业委员会,审计委员会是董事会下设的保障财务会计信息披露质量的专业委员会。委员会重叠任职会通过管理层权力合谋和董事功能偏好两种不同渠道影响公司研发投资、专利申请以及两者的价值提升效果。本文以2007-2015年沪深两市A股上市公司为研究样本,结果表明审计委员会成员同时在战略委员会任职,由于监督功能偏好,在研发投资决策方面,会更加谨慎地依据净现值原则选择研发投资项目,从而增强研发投资的价值提升效应;在专利申请决策方面,会更加偏向于能尽快带来经济收益的商业化投资,导致专利申请防御不足,削弱专利申请的价值提升效应,损害防御型战略公司价值。本文发现有助于更加全面地认识专业委员会制度安排对董事会职能履行、创新决策效果的影响。

The Strategy Committee is a special committee which is responsible for the long-term strategy and significant investment decisions. The audit committee is a special committee which is to guarantee the quality of financial statement. The overlapping membership on audit and strategy committees can influence firm’s innovation decisions through two distinct paths : the one is based on the managers’ self-interest tendency and the network collusion, the other one is based on directors’ functional preference.This paper takes the data of A-share listed companies in Shanghai and Shenzhen stock markets from 2007 to 2015 as the research sample.The results show that the supervisory function preferences of audit committee membership makes the boards more cautious in selecting the R&D projects according to the principle of net present value, which enhances the value-enhancing effect of R&D investment;and more inclined to commercial investment that can bring economic benefits as soon as possible, which results in insufficient defense of patent applications and weakening the value-raising effect of patent applications, especially for those firms that pursue a relatively defensive strategy. The results of this paper will help to fully understand the impact of the special committees on the performance of the board.