corporate governance

  • 详情 Financing Constraints, Ownership Control, and Cross-border M&As: the Evidence of Nine East Asian Economies
    This study examines the effects of different dimensions of financing constraints (financial market development, governance environments, ownership control and other firm-specific characteristics) on cross-border mergers and acquisitions (M&As) for all takeover bids announced in nine East Asian economies from 1998 to 2005. The results of logistic regressions verify that the extent of stock market and governance developments encourages cross-border M&As in this region. The results also indicate that firm-specific financing constraints, except the ownership control variables, reduce the occurrence of cross-border M&As related to domestic M&As. Although family- and state-controlled firms have better access to external financing, they are reluctant to risk diluting their management control and thus prefers less cross-border M&As to domestic M&As. This study enhances the empirical studies of the financing constraint-investment relation based on the market imperfection theory in corporate finance theories. Information asymmetry is the main reason causing the market imperfection and leading to financing constraints to corporate investments. This study, by examining the relation over nine East Asian firms, thus provides an understanding of how such a relation fits in the firms in countries where information asymmetry is high.
  • 详情 Executive compensation, board characteristics and firm performance in China: the impact of compensation committee
    The independent directors of a board can impact CEO pay-performance more effectively if a compensation committee provides information and assist them in designing relevant executive pay schemes. On the basis of this idea, we developed and tested the hypotheses that Chinese firms with a compensation committee have a closer CEO pay link with performance when a larger proportion of independent directors serves on the board. We focused primarily on the effect of a compensation committee on CEO pay-performance relation as a consequence of its help for the board and found that board independence produces a stronger relationship between executive compensation and firm performance in Chinese listed firms. This association is more evident in those firms which have a compensation committee. Our findings suggest that the interaction between independent directors on the board and a compensation committee has important consequences for CEO incentive systems as well as corporate governance structures in China.
  • 详情 Firm Profitability, State Ownership, and Top Management Turnover at the Listed Firms in China: A Behavioral Perspective
    Using data from a large sample of the listed firms in China from 1999 to 2002, we find that firm profitability and state ownership are negatively related to top management turnover only when firm profitability is below target (measured by industry median). We also find that top management turnover has a positive impact on subsequent firm profitability when it occurs under performance below target, but has a negative impact when it occurs under performance above target. Lastly, we find that top management turnover under low performance has a positive impact on subsequent firm profitability when the state is not the largest shareholder, but has no impact when the state is the largest shareholder.
  • 详情 Executive Compensation, Investor Protection and Corporate Governance: Evidence from China
    Like other major countries in the world, Chinese listed firms have recently experienced a dramatic rise in executive compensation. However, the arguments that could explain the same phenomena in developed countries can not be extended to the case in China. First, most Chinese listed firms are controlled by the state, thus management cannot set their own compensations through captured boards as suggested by Bebchuk and Fried (2004). Second, very few listed firms in China granted stock options and/or common stocks as part of executive compensations prior to 2005. There is little possibility that executives increased their own compensations by offering stock-option plans implied by Bolton et al. (2006). Based on the facts that the legal investor protection has been improved in China, we argue theoretically and empirically in this paper that the rise in executive compensation of Chinese listed firms can be attributed to the enhancement of legal investor protection. Since the management has to give up part of their private benefit with the improvement of legal investor protection, some private benefits extracted by management before have to be paid in an explicit way in order to make management incentive compatible. This finding partially leads to the increasing trend in executive compensations. It therefore provides a new perspective to explain why executive compensations keep rising in this emerging market where legal investor protection has been improving.
  • 详情 The Interaction between Internal and External Corporate Governance Mechanisms: Evidence from Bank Loan Litigation in China
    We examine empirically whether internal corporate governance mechanisms play a role in reducing the probability of being sued by lending banks due to bank loan default and the market reaction to the announcement of bank loan litigation. Using bank loan litigation events in Chinese financial markets, our results show that companies with better internal corporate governance mechanisms are associated with a lower probability of being sued. We also find a significant negative market reaction to the announcement of a bank loan filing while insignificant market reaction to the announcement of bank loan litigation verdict. Moreover, we test whether internal corporate governance mechanisms can play a role in mitigating the effect of market reactions. Our findings indicate that there is no evidence of internal corporate governance in mitigating this effect. Our paper suggests that internal corporate governance mechanisms are important in preventing the trigger of external governance mechanisms (litigation) but do not play any role once external governance (litigation) takes over.
  • 详情 Board Independence and Family Control
    The issues concerning the governance mechanism of board independence and its determinants remain controversial in the field of corporate finance. Particularly, the association between the properties of family power and board independence is yet comprehensively discussed and is crucial important for the financial market in Europe and Asia. We set out in our study to identify the determinants of board independence with the sample of listed firms in Taiwan from 2002 to 2006 based on the notions that independent boards play an important role to enhance corporate governance mechanism. The argument that the higher involvement of family power in the board room is harmful to the board independence is expected. The evidence shows that firms with larger size and greater opportunities of managers to consume private benefits tend to hire more independent directors. Besides, higher growth opportunities, as well as greater outsider influence provide the same positive effect on appointing independent directors. Regarding to the most important evidence, firms with greater proportion of family members on the directorship reduce the tendency to appoint more independent directors; moreover, the higher percentage of shares owned by family members provides the positive effect on board independence. However, firm age is found to have a contradictory effect to that reported in the prior studies and firms which are more seasoned do not necessarily tend to hire more independent directors. Furthermore, we also compare board structures across different firm sizes and find that board composition in small and large firms is extremely divergent. We tend to contribute to the literatures with the evidence that firms with greater influence of power of family directorship on the board meeting are burdened with severe problem of less independence of the board.
  • 详情 Counterbalance Mechanism of Blockholders and Tunneling of Cash Dividend: Evidences from Chinese Listed companies from 1999 to 2003
    In this paper, due to the important influence of corporate governance on corporate financial behaviors and from an angle of corporate governance, we develop six hypotheses based on overseas and home relevant researches and data of Chinese listed companies from 1999 to 2003, and then we do hypotheses testes with regression models to examine the impact of share percent of the top 5 shareholders and counterbalance mechanism among blockholders on cash dividend distribution of listed companies, and to explore influence and counterbalance mechanisms in tunneling of cash dividend which derived from the special phenomena of “same shares same rights but different price”. We find that share percent of top 5 shareholders, control ability (or combined control ability) and balance degree (or combined balance degree) of blockholders have important influence on tunneling of cash dividend distribution. Lastly, the paper proposes five suggestions to restrict controlling shareholders to enlist private interests from tunneling of cash dividend and to protect rights and interests of small and medium shareholders.
  • 详情 An evaluation of corporate governance evaluation, governance index (CGINK) and performance: Evidence from Chinese listed companies in 2003
    The paper, based on the samples of 2003, makes empirical analyses of China listed companies from the perspective of Chinese Corporate Governance Index ( ) and its six dimensions: the index of controlling shareholders’ behaviors, board governance index, top management governance index, information disclosure index, stakeholders’ governance index, supervisors committee governance index, and find that is positively associated with return on assets (ROA), net assets per share (NAPS), earnings per share (EPS), operating cash flow per share (OCFPS), total assets turnover (TAV), rate of total assets growth (ITA) and Z-score. These indicate that good corporate governance mechanisms improve profitability, stock expansion ability, operating efficiency, growth and development potential, as well as financial flexibility and safety of listed companies. Corporate governance mechanisms of controlling shareholders, board of directors, top management, information disclosure, stakeholders and supervisors committee are largely responsible for decision-making and decision-execution mechanisms, and furthermore, they have direct and profound effects on the performance and value of listed companies.
  • 详情 The Effect of Social Pressures on CEO Compensation
    This study analyzes the effect of social pressures on CEO compensation focusing on social interactions within 60 miles of the firm. Social premiums in CEO pay are in excess of what can be explained by firm performance and characteristics, corporate governance, and local economic variables. Using the S&P 500 companies during 1994-2005, we show that the average social premium in a social circle with 31 CEOs (the 75th percentile of social circles) is $1.29 million higher than that in a circle with six CEOs (the 25th percentile). Golfing, sharing directors, and comparing mansions are likely avenues of social interactions.
  • 详情 Listing BRICs: Stock Issuers from Brazil, Russia, India and China in New York, London, and Luxembourg
    In the last decade hundreds of companies from emerging markets have listed and issued their shares on American and European stock markets. Brazil, Russia, India, and China have been the main origins of issuers, and stock exchanges in the US, UK, and Luxembourg the main destinations involved in the process. These four home and three host markets are the empirical focus of our paper. We present an economic geography perspective on foreign listing, grounded in the geography of finance and the world city network approaches, emphasising the sub-national origins of foreign listed firms, the role of intermediaries, and competition for foreign listings. Our analysis, based on comprehensive up-to-date datasets on foreign listings and foreign equity issues, shows that issuers listing their shares abroad are predominantly large firms, coming from relatively high-growth, internationally oriented sectors, and headquartered overwhelmingly in the leading economic centres of their home countries. Key intermediaries in the foreign listing process are the global investment banks, operating out of the very same centres where the cross-listing firms and the host stock exchanges are located. Competition between host stock markets is affected significantly by the direct and indirect costs of foreign listing, including disclosure and corporate governance requirements. Both host markets and intermediaries exhibit a significant degree of specialisation in terms of the size, sector, and geographical origin of the issuers they serve. The market for foreign listing differs significantly between the BRIC countries, with the Chinese market offering the greatest potential, but facing considerable uncertainty.