【作者】 李增泉；

【导师】 孙铮； 陈杰平；

【作者基本信息】 上海财经大学 ， 会计学， 2002， 博士

【摘要】 公司治理,作为解决所有权与控制权分离问题的制度安排,最近受到了全球关注。在我国,以建立现代企业制度为主要目标的国有企业改革也已经把公司治理问题推到了前台。传统观点认为,公司治理问题主要解决的是股权分散情况下股东与经理之间的利益冲突。但是,最新研究成果表明,股权分散只存在于美国和英国等少数法律体系相对完善的发达国家,世界大多数国家的上市公司的股权结构都是相对集中的。当大股东直接参与公司治理时,经理与股东之间的利益冲突不再是公司主要的代理问题,公司治理应重点关注的是,如何保护外部投资者的权益不受控股股东的剥削。产权理论的研究结果表明,由于受政府干预程度的不同,公有企业与私有企业的公司治理效率存在显著的差异。截止目前,关于集中股权下的公司治理的效率的经验证据主要来自私有产权。但是,在世界许多国家,国有企业或国家控股的上市公司仍普遍存在,因此,国家控股下的公司治理的效率问题应是一个值得研究的重要课题。我国上市公司的股权结构为我们研究上述问题提供了可能。基于国有企业改革的政策举措,我国证券市场成立之初(以两个交易所的成立为标志)就被赋予了为国有企业改革服务的重要职责。因此,在特殊的制度安排下,我国的上市公司绝大多数由国有企业改制而来。并且,为了维护公有制的主体地位,国有企业在改制上市过程中都采用了国家控股的股权模式。基于国家控股和国有企业的改制模式,我国上市公司在治理结构上表现出政府干预和内部人控制的双重特征。以保护中小投资者的权益为衡量公司治理效率的标准,本文运用1997 年前上市并在1998-2001 年间没有发生重大控制权交易的355 家上市公司的数据,从更换经理和企业绩效两个角度研究了股权结构和董事会这两种重要的内部机制对公司治理效率的影响。研究结果表明,总体上我国上市公司的内部机制能够在业绩低劣时更换高级管理人员(主要是董事长),但公司业绩并没有在更换高级更多还原

【Abstract】 Corporate governance, viewed as the mechanism, which deals with the separation of ownership and control, has recently become an important issue in the world, and has been identified by the Chinese government as the core element of the modern enterprise system. Much of literature on the role and functioning of corporate governance is based on the assumption of widely dispersed ownership. A more recent line of the literature shows, however, that some concentration of ownership exists in other developed and developing countries. Some concentration of ownership exists even among the largest American and England corporations. In the corporations with the concentrated ownership, the fundamental agency problem is not the conflict between outside investors and managers, but rather that between outside investors and controlling shareholders who have nearly full control over the managers. The literature on ownership argues that there are some differences between the efficiency of public and private ownership due to the intervention of government. The direct evidences on the efficiency of concentration are most based on the private ownership. However, the state-owned enterprises and state-controlled corporations are still popular in developing countries, even in some developed countries, so it is significant to investigate the efficiency of the state ownership. China listed companies have provided us fruitful evidence to investigate the role of state shareholders. Today’s ownership and governance characteristics of listed companies in China are largely shaped by the past incentives structure of the listing process. The government introduced stock market partly as a means of reforming the state sector, and under the quota system, local governments were responsible for selecting which companies were to be listed. Local governments tended to give preference to companies that were under their control, urgently needed capital infusion, or were otherwise socially or economically important. Such criteria created a bias against private sector companies, and thus the companies that are listed on China’s stock exchanges are mostly State-owned enterprises. Over the more than two decades market-oriented states enterprises reform, the government has given the managers some authority to manage the companies. However, the most important implication of the dominant role of state ownership in China’s listed companies is the control the government can exert over management appointments and incentives, and thereby over companies’behavior. The existing literature indicates two strategies to assess the effectiveness of a corporate governance system. The first one is to test whether executive turnover increases as a firm’s performance declines. The second one is to analyze the firm’s performance in relation with similar companies. Accordingly, this paper tests the effect of the large shareholder and board of directors on the efficiency of corporate governance. Based on the 355 china’s listed companies which were listed before 1997 and whose control didn’t changed during 1998 and 2001, we find that turnover of the chairman of board is negatively the firm performance, however doesn’t lead to improved firm performance. The results suggest that there is better governance, as measured by a strong sensitivity of turnover to performance and a superior accounting performance when the controlling shareholders are government bureaus. On the other hand, we find evidence of higher efficiency of corporate governance in firms with higher cash flow ownership by the controlling shareholder and the control ownership by the second large shareholder. However the evidences on the board of directors are mixed. Contrary to the negative correlation between board size and profitability in West countries, we found that board size doesn’t mater to the efficiency of corporate governance in China’s listed companies. Interestingly, the results show that accounting performance for firms, which combine the titles of chairman of the listed company, and the legal presents of the controlling shareholder is significant superior than that for other kind of firms. Based on the above findings, we discuss some important issues about the reform of corporate governance in china in the last, such as the system of state assets management, the ownership structure of listed companies, and the composition of board of directors.更多还原