关于发布《上市公司治理准则》的通知

证监发[2002]1号各上市公司:为推动上市公司建立和完善现代企业制度,规范上市公司运作,促进我国证券市场健康发展,现发布《上市公司治理准则》,请遵照执行。

关联担保违规行为法律规制——基于上市公司价值与治理结构的分析

关联担保是上市公司融通资金和筹措经营资本的重要方式,然而信息不对称的关联关系则可能使关联担保成为股东滥用公司独立人格,侵害公司及债权人利益的手段。在当前上市公司财务危机频发的情况下,颇受商业银行青睐的上市公司担保贷款仍呈愈演愈烈之势,此举不仅加大了商业银行的系统性风险,也给上市公司治理带来严峻挑战,因此上市公司关联担保法律规制急需正视和重新评价。

Corporate Governance, Sustainable Development and Value Creation Some Evidences From Italian Listed Companies

Modern corporate situations, characterized by the globalisation of the markets and of the information, highlight the need to link the potential of a not transient growth to the adequate reconciliation of all the expectations converging around the entrepreneurial formula and not only of those attributable to shareholders. In such a defined context, corporate governance tends to evolve from a situation of primary care for the expectations of shareholders （shareholder＇s view） and for the correlated financial responsibility, to a wide consideration of all the stakeholders （stakeholder＇s view） and related responsibilities （financial, environmental, social, administrative）. The correct carrying out of governance processes requires, therefore, a clear focus on sustainable development and on the related assumption of a concept of global responsibility. The decisions made by the governing bodies must be driven by the purpose to create value in the long term according to conditions of fairness and sustainable development. To sum up, this research aims to deepen the existing connections between corporate governance, sustainable development and value creation on the basis of the empirical analysis of a limited number of listed Italian companies afferent to the public utilities sector. The paper, based on a deductive approach, is composed of two distinct but strictly connected parts： the first theoretical and the second empirical. The empirical research consists of a content analysis of the most recent documents （sustainability reports and annual reports） worked out by the selected companies. The results obtained about the degree respect of sustainable development conditions by each company are linked to the related value dimension （social, economic, competitive and environmental performance） aimed at verifying if the assumption of a corporate governance approach inspired by sustainability is susceptible of favouring the company development in a medium long term. From the delivered research it emerges how public utilities that promote behaviours in line with the sustainability conditions are marked out by stable growth paths. Conversely, the companies that assume a vision mainly addressed to the economic dimension, neglecting the other areas are generally compromised in the performance realized.

An Overview of the New Listing Rules and Corporate Governance Best Practice in Sri Lanka

Corporate governance represents institutional structures and incentive mechanisms that are implemented in order to mitigate the principal-agent problem and to thus promote the long-term competitiveness of the firm. The purpose of this paper is to examine the nature of corporate governance best practice and the new listing rules in Sri Lanka. The paper discusses the evolution of the corporate governance best practice giving special reference to the new listing rules in Sri Lanka, Sri Lankan stock market overview and the importance of best practice governance for the developing economy of Sri Lanka. Corporate governance practices in Sri Lanka has made a progress towards best practice, but, this paper argues, that substantial reforms need to be implemented to effectively promote and sustain the accountability and transparency.

Does Independent External Auditing Play a Role in Corporate Governance？ An Empirical Study on Chinese A-Share Listed Firms

In China, an emerging economy, where investor protection is relatively weak, it is worthwhile and interesting to investigate whether independent external auditing, a sort of external corporate governance mechanism, exerts its influence. Using a sample of all A-share listed firms in 2005, this paper investigates the effects of independent external auditing on corporate governance via three aspects： （1） choice of auditing institution; （2） auditing fee; and （3） auditing opinion for annual reports. Empirical results show that, with worse agency problems in firms, the possibility of employing the “Big 41” to audit its annual reports is bigger. When determining auditing fees, auditing institutions take both firms＇ agency problems and the firm size into account. When issuing qualified opinions for poor-performing firms, auditors do not consider agency problems embedded in concentrated ownership. Overall, external independent auditing plays a limited role in corporate governance.

Do Company Directors Underestimate the Adoption of Corporate Governance Provisions？ A Survey Approach

This paper examines whether company directors underestimate the adoption of corporate governance provisions within Ghanaian listed firms. Using a survey approach, the respondents, who were company executives and non-executive directors with knowledge of the Ghanaian Code and its provisions, regard the code as a benchmark for good corporate governance practices within Ghanaian listed firms. They also report some improvement in the standard of corporate governance in their companies since the introduction of the Code. Many of the company directors indicated their preparedness to comply with further corporate governance requirements, such as the adoption of a formal nomination committee something not been currently included in the Ghanaian Code. However, the directors noted that they receive inadequate support from the regulatory and institutional bodies for the implementation of the Ghanaian Code provisions. Many of the directors also supported the review of the Ghanaian Code by an independent committee. With regard to the adoption of the Ghanaian Code and its influence on firm performance, the respondents indicated that the adoption of the specific governance provisions in the area of chief executive officer （CEO）/chairman roles separation, having a balance of executive and non-executive directors on the board, the establishment of audit and remuneration committees, and the full adoption of the Ghanaian Code provisions were all influential in determining firm performance. They, however, did not support the adoption of the board size provision as influential to firm performance. This raises questions about the usefulness of the range of board size as recommended by the Ghanaian Code.

Pyramidal Structure of Chinese Publicly-Listed Private Firms:Motivations, Correlations and Paths to Governance

It is generally believed in academia that there are two theoretical explanations of tunneling and financing advantage for the creation of pyramidal structure. However, there is no definitive conclusion on which explanation holds sway. Based on non-equilibrium panel data of seven years between 2004 and 2010, this empirical study uses the product market competition variables of ＂inter-sector competition＂ and ＂intra-sector competition＂ and the hierarchy and complexity of pyramidal structure, examines the correlation between pyramidal structure of Chinese private manufacturing listed firms and product market competition and patterns of change, and reveals the major causes of pyramidal structure. Empirical result indicates that, for Chinese private manufacturing listed companies, there is a significant negative correlation between product market competition and the hierarchy and complexity of pyramidal structure, which indicates that the creation of pyramidal structure has a preference on tunneling by controlling shareholders. On the basis of further considerations on corporate tunneling and financing restraint categorization, high-tunneling firms and firms with low financing restraint demonstrate significant tunneling motivations; low-tunneling firms and firms with high financing restraint demonstrate significant effect of financing advantage, which further testifies both theoretical explanations for the creation of pyramidal structure. Conclusions of these studies have not only enriched and supplemented relevant studies on the root causes for the creation of pyramidal structure by Chinese private business groups, but provide practical support for firms to make correct and effective use of pyramidal structure as well.

Causal Relationship Model of Firm Characteristics Factors and Good Cooperate Governance Affecting the Performance of the Companies Listed on the Stock Exchange of Thailand

The objective of this research was to develop the causal relationship model of firm characteristics factors and good corporate governance affecting the performance of the companies listed on the Stock Exchange of Thailand. The developed model consisted of three latent variables and eight observable variables. The sample of this study was 338 companies listed on the Stock Exchange of Thailand. Data are from annual reports （form-56）, annual financial statements and notes to the fmancial statements during the years 2010-2013. The statistics used in this study were descriptive statistics. The causal model was analyzed through a path analysis with LISREL 8.80 Student Edition. The results showed as follows. By testing the consistence of the causal model of finn characteristics （CHA）, the assumed model was consistent with empirical data. Based on the statistical test, the Chi-Square was 22.08. The statistical probability （p） was 0.077, the degree of freedom （dO was to 0, 2/2 was 1.58, RMSEA was 0.041, SRMR was 0.037, GFI was 0.98, CFI was 0.99, AGFI was 0.96. The latent variable of firm characteristics （CHA） had directly negative impact on performance （PAL） with a statistical significance level of 0.01. A path coefficient was 0.18. However, CHA variable did not indirectly influence performance （PAL） and it had directly negative impact on good corporate governance （GGN） with a path coefficient of 0.02 without statistical significance level. The latent variable of good corporate governance （GGN） had directly positive impact on the performance （PAL） with a statistical significance level of 0.05, with a path coefficient of 0.18.

Auditor Switching by Corporate Governance： Empirical Analysis From the Listed Company in China

As the most important institutional arrangement in modem corporate, corporate governance is playing an increasingly important role in Chinese market economy, and its effect to auditor change is also being increasingly tapped in recent years. This paper summarizes the reason of auditor switching, especially the elements of corporate governance. Then by selecting the A-share listed companies in China as a sample, the authors use statistical test and logistic regression analysis to explore how the 15 factors of corporate governance which are based on the indicators of Nankai University evaluation system affect auditor switching. The results show that the largest proportion of shareholding, the proportion of independent directors, and board meetings which on behalf of the level of corporate governance, have a significant and negative correlation with auditor switching. The results also show that full disclosure, litigation, and arbitration which on behave of the level of corporate governance have a significant positive correlation with auditor switching.

Moving Towards a New Era in Corporate Governance Research Methods

Corporate governance is a relatively young field. Nonetheless, the research in this domain has been growing at an impressive speed in recent decades. Analysis of corporate governance has become a key factor in our understanding of corporations in recent years, and an indicator of investor confidence in the decisions is taken by the managers and board of directors of the listed companies. This paper evaluates both qualitative and quantitative techniques that are implied in corporate governance field. The methodological techniques are a key element of the research process In this article, the authors developed a content analysis of the published empirical research in order to expose a possible gap between what is currently done versus what needs to be done in terms of the techniques of data analysis used in corporate governance field. The results of this study allow the authors to draw some valuable conclusions regarding the trends in methodological techniques that support the evolution of corporate governance. The findings indicate that, in general, the researchers are inclined to more sophisticated quantitative techniques. However, the use of qualitative techniques remains preponderant among corporate governance scholars.

Corporate Governance and the Financial Value of Financially Distressed Listed Companies

The article combines the background of Chinese system, theoretically derivates the relationship between corporate governance and their financial value, selects a sample of loss listed companies from 2003 to 2009, and studies how the level of corporate governance affects the value of listed company losses. Research results show that, among corporate governance factors, the largest shareholder and the market for corporate control have obvious positive effects on the financial value of loss listed companies; the proportion of state-owned shares, the type of audit opinion, and corporate govemance factors have obvious negative effects on the financial value of loss listed companies; and managerial ownership, the proportion of independent directors, and the size of the board have no obvious driving effect on the financial value of loss listed companies.

The Effect of Political Influence and Corporate Transparency on Firm Performance： Empirical Evidence From Indonesian Listed Companies

The paper aims to examine the effect of political influence on corporate transparency, and performance of Indonesian listed companies, Seventy-three large public firms from hundred of the largest companies in Indonesia were selected as the sample. Data for corporate transparency are collected from annual reports for the years 2005-2007. Corporate transparency is indexed by the amount of information disclosed in company＇s annual report. The disclosure index reporting model developed in the current research is based on the Annual Report Award （ARA, an award given annually to Indonesian listed and non-listed companies）, and firm performance is measured using two indicators： ROA （return on assets） and Tobin-Q. The political influence variable is proxied by two indicators： government ownership and the existence of politicians in Board of Directors （BOD）. Results demonstrate that contrary to the hypothesis, government ownership （political influence） has positive relation to corporate transparency, as well as to ROA （firm performance）. Results also support the hypothesis that transparency act as a mediating variable for the relationship between political influence and firm performance. However, when political influence is pmxied by existence of politicians in BOD and fm＇n performance proxied by Tobin-Q, data seems to give support to the hypotheses proposed. The discussion and implications of the findings and suggestions for future research arc discussed.

Study on the Current Implementation Situation of the Independent Director System in China＇s Listed Companies

The independent director system, as an effective measure to improve the corporation governance structure of China＇ s listed companies, is focused by more and more people at the capital market. In this paper, the proportion of independent directors in the board of directors, and the actual condition, compensation, and duties performing of independent directors are analyzed by taking A-share listed companies in Shanghai Stock Exchange as an example, so that the current implementation situation of the independent director system in China＇ s listed companies is analyzed deeply through the empirical method. Finally, suggestions for its imorovement are orooosed.

An Empirical Study of the Earnings Management of the Enterprises Taking Sports Industry as the Main Business： Based on USA Listed Companies

This study combines the listed companies which regard the sports industry as the main business with eamings management which is the current hot issue in the study of corporate governance at home and abroad to explore corporate governance of the enterprises taking sports industry as the main business. By summarizing and analyzing the relevant theory, the study establishes a hypothesis, designs empirical models, and verifies the hypothesis using the data of USA listed companies. Empirical results show that enterprises taking the sports industry as the main business have a higher degree of earnings management, due to the high growth potentials of this type of enterprise.

The Effect of Corporate Governance on Debt Financing Cost of Listed Companies

In recent years, bank credit business is booming with the increasing borrowing retention o~ China＇s listed companies, and debt financing has become the major approach among listed companies＇ financing strategies. As a series of institutional arrangements about rights, responsibilities and benefits between different shareholders, corporate governance mechanism has a significant influence on the cost of debt financing. This paper employs variable coefficient panel data model to investigate the relationship of the listed company＇s debt financing costs and corporate governance mechanism in terms of structural characteristics and time series characteristics. The results show that optimizing the structure of both Board of Directors and Board of Supervisors, establishing a reasonable management incentive system and reducing the concentration of ownership properly can directly contribute to a lower company＇s debt financing costs. Meanwhile, property rights have an interactive influence on corporate governance from four aspects, which indirectly effect in company＇s debt financing costs.