【作者】 杜晓宇；

【导师】 张屹山；

【作者基本信息】 吉林大学 ， 数量经济学， 2009， 博士

【摘要】 传统理论认为信息披露可以减少信息不对称,然而现实市场中却存在信息披露操纵现象。业绩预告作为预测性财务信息披露的一种,反映了上市公司未来业绩,日益受到投资者的关注,投资者往往据此来评价一个公司的经济发展前景并做出投资决策。而业绩优劣往往是影响公司高管变更的直接因素之一,且高管变更又与高管利益紧密相关,因此高管出于自利动机操纵业绩预告披露的行为更多发生在高管变更期间。特别是我国作为新兴市场国家,在监管体制、高管行为规范、信息披露质量等方面仍存在一些问题,因此研究我国上市公司高管变更期间业绩预告披露行为更有助于研究高管自利动机。本文基于有效市场理论、信息不对称理论、代理理论、自利动机理论、信号传递理论及印象管理理论,结合我国相关制度背景和业绩预告披露行为现状,分别从信息披露方式、变更高管特征以及公司治理三个角度考察我国不同上市公司在高管变更期间业绩预告披露行为的差异,对上市公司业绩预告披露行为进行了理论与实证相结合的研究。研究发现,首先,总体来看,与非高管变更期相比.我国上市公司在高管变更期间更可能披露坏消息,且这一结果会受到信息披露方式的影响,表现为与强制披露业绩预告的上市公司相比,自愿披露业绩预告的上市公司在高管变更期间更倾向披露好消息,但上述结论的显著性在采取两种不同方法划分消息属性时有所差异,而采取两种披露方式的上市公司业绩预告披露行为在披露程度上却较为一致,都更倾向在高管变更期间较大程度地披露好消息。其次,我国上市公司业绩预告披露程度还与离职和继任高管特征相关,高管专职与高管持股的上市公司更倾向在高管离职期间较大程度地披露好消息,高管在控股股东单位兼职的上市公司更倾向在高管继任期间较大程度地披露好消息。此外,我国上市公司业绩预告披露程度还在一定程度上受到公司治理水平的影响,所有权与控制权两权分离程度越高、控股股东性质为民营、股权制衡度越低、未设置审计委员会的上市公司越倾向在高管变更期间尤其是继任期间较大程度地披露好消息。本文丰富了有关信息披露,尤其是业绩预告的研究内容,为监管层加强监管、引导和规范上市公司信息披露行为提供了理论和经验证据。更多还原

【Abstract】 Traditional theories consider that information disclosure can reduce information asymmetry, increase stock liquidity, standardize the listed companies’ behavior, protect the interests of small and medium investors and enhance the allocation efficiency of the securities market. However, the phenomenon of information disclosure manipulation exists in realistic market. At this point, information disclosure not only can’t play a role in monitoring listed companies, but also become the tool of information fraud and increase information asymmetry. The company’s management changes from the preference for information disclosure to information disclosure manipulation, and advances or delays specific types’ information disclosure, or even deliberately discloses forecasting information which is inconsistent with the actual performance in order to achieve the purpose of obtaining self-interest. This will not only bring enormous economic losses to small and medium investors, but also poses a great threat on stock market’s stable and healthy development. As an emerging market country, China’s capital market is still in the process of continuous development and improvement, so some problems still exist in the regulatory system, code of conduct for top management, the disclosure information quality and so on, therefore information disclosure is more vulnerable to be affected by other factors, such as self-serving motives of top managements, and the behavior of information disclosure manipulated by people is more likely to occur.As the expected estimates of the companies’ future operating results, financial situation and the cash flow, earnings forecasts have been paid more and more attention by investors, and investors often view this kind of information as the basis to do their investment decisions. Disclosure of this kind of information helps to reduce the behavior of insider to use inside information to seize the interests of outside shareholders, and further help improve the usefulness of financial accounting information and the stock market’s healthy and stable development. Therefore, the perfection of listed companies’ information disclosure system is one necessary condition of securities market’s development and improvement. And earnings forecasts disclosure will help establish friendly relations between listed companies and investors reduce volatility in the secondary market and establish a better corporate image, etc., so more companies begin to choose voluntarily disclose earnings forecasts.Based on rational economic man hypothesis, top managements often prefer to disclose good news and hide bad news. Most previous studies considered that the motive of top managements’ preference in disclosing good news is to improve the company’s stock price, raise wages by enhancing companies’ performance, reduce the possibility of companies’ value being underestimated and adjust poor earnings performance. However, companies’ performance is not only related to top managements’ payment but also associated with top management turnover, and poor performance is one of the direct reasons for top management turnover. Therefore, based on the importance of listed companies’ performance to the top managements, recent studies began to pay attention to the phenomenon of top management to manipulate performance, and the results showed that the motives of top managements to manipulate performance include retention and reputation two aspects. And as the forecast of company’s future performance, earnings forecasts reflect the listed companies’ future performance, and is disclosed more by top managements, but most previous studies only concerned about the manipulation behavior of performance of periodic reports, so top managements’ manipulation behavior in listed companies’ earnings forecasts disclosure in order to obtain self-interest has high research value and is an important starting point in analyzing listed companies’ information disclosure behavior.Moreover, top management turnover is closely and directly related to the interests of top management, so studying listed companies’ behavior in earnings forecasts disclosure around Top Management Turnover is more beneficial to examine the impact of possible existence of the self-serving motives on the normative of listed companies’ information disclosure. But prior literatures on top management turnover are generally focused on the exertion extent of the internal governance mechanisms and external governance mechanisms by examining the relationship between performance and top management turnover, or focused on the factors that may affect top management turnover or the wealth effect brought out by turnover. And prior research on information disclosure often focused on the impact factors, market reaction and economic consequences of information disclosure, or examined the incentives of disclosure from the perspective of management self-serving by researching stock compensation, stock repurchase, control contest, acquisition and mergers, insider trading and other events. But little literature related information disclosure with top management turnover directly and focus on whether the information disclosure especially earnings forecasts can be manipulated by top management in order to obtain self-interest. Systematic and deep theory and empirical research has been lacking in this area. This dissertation undertakes research work on this theoretical issue, therefore has greater theoretical significance. At the same time, regulatory authorities can judge listed companies’ information manipulation and irregularities behavior by effectively monitoring the significant increase in the frequency and magnitude of good news disclosure in some period or the significant increase in frequency and magnitude of specific type of news disclosure during top management turnover, this has greater practical significance in protecting investors’ interests and capital market’s healthy development.The research innovation and features of this dissertation are examining listed companies’ behavior in earnings forecasts disclosure around top management turnover comprehensively from the perspectives of a theoretical analysis and empirical testing, based on the two different classification methods of news property, this dissertation examines the difference of listed companies’ behavior in earnings forecasts disclosure around top management turnover in different ways of information disclosure, the characteristics of top management and the level of corporate governance from the multi-angles of the frequency and magnitude of earnings forecasts disclosure and the period of top management departure and succession respectively, and do comparative research in the impact factors of top managements’ opportunistic behavior trend during the period of top management departure and succession from different angles, and these factors including: if disclose in voluntary way, if top management is independent, if top management hold the stock of their listed companies, the magnitude of difference in cash flow rights and control rights owned by the controlling shareholder, the nature of the controlling shareholder, the level of balance in ownership and if set up audit committee.Based on relevant foreign theories, combined with the system background and current situation, using non-financial A-share Chinese listed companies’ data from 2003 to 2007, this dissertation do empirical analysis on the difference in Chinese listed companies’ behavior in earnings forecasts disclosure during the period of top management departure and succession from the way of information disclosure, the characteristics of top managements and corporate governance three perspectives, which enrich the research of information disclosure and earnings forecasts, and provide theoretical and empirical evidence for improving the operational mechanism of China’s capital market, regulating investment and financing behavior, reducing top managements’ opportunistic behavior, improving corporate governance structure, increasing the efficiency in monitoring listed companies’ behavior in information disclosure and guiding and standardizing listed companies’ information disclosure, and has important reference value, as well as theoretical and practical significance.Chapter 1 is introduction. This chapter describes the background and implication of the dissertation, discusses the research method and research content, and illustrates the marginal contribution, which providing the overall view for the following part of this dissertation.Chapter 2 is theoretical basis and literature review. Firstly, combined with listed companies’ behavior in earnings forecasts disclosure, this chapter reviews the theoretical basis from effective market hypothesis, asymmetric information theory, agency theory, management self-serving theory, signaling theory and impression management theory six aspects. Secondly, reviews the relevant literature systematically in information disclosure, earnings forecasts and top management turnover, which provides theoretical support and literature basis for the subsequent research.Chapter 3 is institutional background. This chapter introduces the relevant basic institution of China’s stock markets from the perspectives of earnings forecasts and top management turnover respectively. Firstly, this chapter differentiates some definitions which are related to earnings forecasts and compares among them. Secondly, reviews the institutions and regulations related to earnings forecasts from the angles of China’s institutional change in earnings forecasts and the comparisons of the institutional difference between China and U.S. respectively. Thirdly, introduces some regulations of the top management employment, which provides the basis of reality to the future research and analysis.Chapter 4 is the current situation analysis about Chinese listed companies’ earnings forecasts disclosure and top management turnover. This chapter analyzes the current situation and main characteristics of earnings forecasts disclosure and top management turnover of Chinese listed companies from multi-angle. The results show that, in the aspect of earnings forecasts disclosure, the number of listed companies who disclose profit forecasts is increasing year by year and good news are more likely to be disclosed from the perspective of forecasts type, and listed companies are more likely to disclose earnings forecast in qualitative and temporary form, only once and before the end of the fiscal report period. In the aspect of top management turnover, from the perspective of departure, general managers are more likely to be replaced than the chairman of the board; from the perspective of the degree of perfection in corporate governance structure, the likelihood of the top management who hold positions as both general manager and chairman of the board, or both in the listed companies and their parent companies is small; from the perspective of succession, listed companies are more likely to choose successor from inside.Chapter 5 is the research on the way of information disclosure and the listed companies’ behavior in earnings forecasts disclosure. This chapter examines the relationship between the way of disclosure and the behavior of profit forecasts disclosure of Chinese listed companies. From the angles of frequency and magnitude of disclosure respectively, based on the results on examining the behavior of earnings forecasts disclosure of Chinese listed companies, this dissertation does empirical research on the influence of the way of disclosure on the behavior of profit forecasts disclosure. The results show that, from the general perspective, negative news are more likely to be disclosed around top management turnover, but positive news are more likely to be disclosed in voluntary way than in mandatory way, and these results’ significance are different in some extent when taking different methods to differentiate good news and bad news. However, the results in magnitude are more consistent, that is, good news are more likely to be disclosed in bigger magnitude than bad news during the period of top management departure, and this likelihood has no significant difference between the listed companies using voluntary way to disclose earnings forecasts and the companies using mandatory way to disclose earnings forecasts.Chapter 6 is the research on the characteristics of top management and the listed companies’ behavior in earnings forecasts disclosure. This chapter examines the influence of characteristics of top management on Chinese listed companies’ behavior in earnings forecasts disclosure from the angle of magnitude of earnings forecasts disclosure. The results show that, the magnitude of earnings forecasts disclosure of Chinese listed companies is related to the characteristics of departing and succeeding top management. Specifically, good news are more likely to be disclosed in bigger magnitude in the listed companies with the top management having sole duty and holding the stock of their companies during the period of departure, whereas good news are more likely to be disclosed in bigger magnitudes in the listed companies with the top management holding position both in the listed companies and their parent companies during the period of succession. Besides, the empirical research doesn’t find that the origin of the succeeding top management may have significant influence on the magnitude of earnings forecasts disclosure of Chinese listed companies.Chapter 7 is the research on corporate governance and the listed companies’ behavior in earnings forecasts disclosure. This chapter examines the influence of corporate governance on Chinese listed companies’ behavior in earnings forecasts disclosure from the ownership structure and board characteristic two perspectives separately. The results show that, listed companies’ behavior in earnings forecasts disclosure is related to the level of corporate governance. Specifically, in the aspect of ownership structure, good news are more likely to be disclosed in bigger magnitude during the period of succession in the listed companies with bigger magnitude of difference in cash flow rights and control rights owned by the controlling shareholder, private controlling shareholder and lower level of balance in ownership, but these likelihood are not significant during the period of departure, but the result doesn’t find that the ownership owned by the institutional shareholder may have significant impact on the magnitude of earnings forecasts disclosure no matter during the period of top management departure or succession; in the aspect of board characteristic, good news are more likely to be disclosed in bigger magnitude in the listed companies without audit committee both during the period of top management departure and succession, but the result doesn’t find that board size may affect the magnitude of earnings forecasts disclosure significantly no matter during the period of top management departure or succession. Therefore, the lower balance of benefits among shareholders and the poor efficiency of board are the main reason that cause top management manipulate the earnings forecasts to obtain self-interest around top management turnover, illustrating that the lower level of corporate governance, the bigger likelihood of top management to manipulate earnings forecasts to obtain self-interest and good corporate governance can inhibit this behavior to some extent.Throughout the development of China’s securities market more than a decade, the norms of information disclosure and earnings forecasts keep continuous improving, but at the same time, China as an emerging market country, the relevant laws and regulations are not perfect, governance structure of listed companies is also not perfect, the insider control problem is very serious, providing a breeding ground for the top management for the self-serving opportunism behavior of top management. The conclusion of this dissertation verifies that the way of information disclosure, the characteristics of top management and corporate governance have some influence on Chinese listed companies’ behavior in earnings forecasts disclosure around top management turnover, so we should strengthening effective supervision, standardizing the behavior of listed companies’ top management, improving internal and external corporate governance structure, improving information disclosure and earnings forecasts quality, so that investors can obtain more reliable information in the capital market and protect the interests of investors and the healthy development of capital market.更多还原