【作者】 王达；

【导师】 项卫星；

【作者基本信息】 吉林大学 ， 世界经济， 2009， 博士

【摘要】 在1990年代初期以来中东欧原社会主义国家的经济体制转轨以及经济全球化与金融全球化进程加速的背景下,研究中东欧国家国有商业银行的公司治理结构改革问题,具有重要的理论意义与现实意义。从一般意义上说,产权改革是公司治理结构改革的必要条件与重要组成部分。从总体上看,中东欧转轨国家在1990年代初期进行的国有商业银行产权改革未能达到预期效果。1990年代以来,发达国家的大型跨国商业银行逐渐加大了对新兴市场国家金融部门的直接投资。中东欧各国的金融部门于1990年代中期以后引入外国直接投资以加快国有商业银行的公司治理结构改革,这对各国的国有商业银行改革乃至整个国民经济都产生了复杂而深远的影响。捷克的Komercni银行与IPB银行,波兰的BSK银行与PKO BP银行以及匈牙利的OTP银行作为中东欧转轨国家国有商业银行公司治理结构改革的典型代表,有许多值得中国借鉴的经验与启示。虽然目前中国国有商业银行的战略引资取得了一定的效果,但也面临新的问题。2008年底至2009年初,境外战略投资者减持中国国有控股商业银行的股份是全球金融危机不断深化的表现。当前应该思考的是如何更好地执行战略引资战略。中国应当继续稳步推进国有商业银行的股份制改革;谨慎推行国有商业银行的战略引资;加强审慎有效的金融监管;进一步促进资本市场的发展,完善外部市场机制,培育职业经理人市场以及不断加强和完善相关法律、法规建设。更多还原

【Abstract】 The transition process of central and eastern European former socialist countries begins in early 1990s. In financial area, the reform of banking system, which is the establishment of central bank and the transformation of state-owned banks, is an important part of the transition process. The reform of state-owned commercial banks and state-owned enterprises are two main parts of the transition process. The property right reform of central and eastern European countries’state-owned commercial banks does not improve the corporate governance. Simultaneously, with fast development of economic globalization and financial globalization, big transnational commercial banks in developed countries gradually increase direct investments to the banking sector of emerging market countries. Foreign banks flow over into the banking sector of central and eastern European countries in a few years and become dominant power quickly. The increase of Financial Sector Foreign Direct Investment (FSFDI), which is dominated by foreign banks, has profound impacts on macro economy and financial reforms of those countries. So the research on the corporate governance reform of state-owned commercial banks in central and eastern European transition countries in the perspective of property right reform and strategic investment is theoretically and practically important.The dissertation contains 7 chapters. The first chapter is Introduction. In this chapter, background of the topic and theoretical and practical significance is elaborated, related literature is reviewed, the structure arrangement and research method is clarified, and the innovation and shortness is given. In the end, some basic concepts are defined.The second chapter is the theoretical basis and analysis structure. In this chapter, general theory of corporate governance is reviewed from five perspectives such as shareholder governance and etc. On this basis, the corporate governance theory of transition countries, which is the theoretical basis of the dissertation, is reviewed from four perspectives such as the“ratchet effect”and etc. In the end, a theoretical analysis structure which is based on property right reform and strategic investment is established.The third chapter is property right reform and corporate governance reform of state-owned commercial banks in central and eastern European transition counties. The problem of soft budget constraint, which causes the failure of state-owned commercial banks’corporate governance, can be resolved by property right reform in certain degrees. Therefore, property right reform is the prerequisite and an important part of the corporate governance reform in general meaning. The property right reform in central and eastern European countries can be classified into three types, which are the voucher privatization (Czech), IPO in domestic capital market (Poland), and strategic investment after mass assets restructuring (Hungary). Although voucher privatization has many advantages such as simplified privatization procedures and etc., it can not increase the income of government, nor useful to establish positive incentive mechanism. The government still plays an important role in the corporate governance of state-owned commercial banks, so vouch privatization is unsuccessful. Direct sale of state-owned commercial banks’shares through public offering, which is used in Poland, is an easy way of property right reform. It can transfer the stated-owned shares easily and increase the income of government. However, it also has shortnesses. In the process of the reform of state-owned commercial banks in Poland, the government’s privatization policy is inconsistent and the participation of foreign banks is limited. So the reform is also unsuccessful. In Hungary, the government first takes mass assets restructuring, and then makes direct sale of state-owned commercial banks’shares. The recapitalization of capital and deprivation of bad assets improves the financial condition of state-owned commercial banks, and makes strategic investment much easier. The improvement of state-owned commercial banks’corporate governance is obvious. While it also has some problems: first, the cost of the recapitalization dominated by Hungary government is too high; second, recapitalization enhances soft budget constraint of the state-owned commercial banks; third, the cost of strategic investment is too high; fourth, foreign banks have profound impacts on the banking sector’s corporate governance and the whole economy.The fourth chapter is strategic investment and corporate governance reform of state-owned commercial banks in central and eastern European countries. Central and eastern European countries push the corporate governance reform of state-owned commercial banks by opening banking sector and attracting FDI. In a short period, foreign banks dominate the banking sector of those countries, and extremely change the property right reform and corporate governance reform of state-owned commercial banks. Financial sector FDI increase due to some factors such as the development of economic and financial globalization since 1990s and etc. The motivation of foreign bank’s transnational investment contains“follow the customer”hypothesis and etc. The way of foreign banks making transnational investment usually contains“Green field”investment and Mergers and Acquisitions (M&A). Foreign banks swarm into central and eastern European countries by acquiring native banks. The risk of commercial bank that makes transnational investment contains credit risk and etc. Financial sector FDI has complex impacts on host country’s capital allocation efficiency, financial market development, macroeconomic and financial stability, and financial supervision. The reason for the opening of banking sector in central and eastern European countries is that these countries have no other choices to continue the reform of state-owned commercial banks but to rely on the capital and experiences of foreign banks. By the way, financial opening is also a necessary step to join the European Union. Now, foreign banks control the banking sector of central and eastern European countries. The increase of financial sector FDI improves the financial efficiency, but also causes some problems. From an international comparison perspective, the financial sector FDI of central and eastern European countries can be concluded as“reform pushed”and its source countries are diversified, while the financial sector FDI of Latin-America and Eastern Asia emerging market countries can be concluded as“shock induced”or“crisis induced”and its source countries are much more concentrated. Financial sector FDI has three different impacts on the corporate governance of state-owned commercial banks in central and eastern European countries. In the banking sector of those countries, the development of financial strategic investment leads to the formation of“shareholder supervised”corporate governance mode, which is affected by the way of property right reform, capital market development, and some other non-economic factors such as social, historical, and culture tradition.The fifth chapter is case study. In this chapter, Komercni bank and IPB bank in Czech, BSK bank and PKO BP bank in Poland, and OTP bank in Hungary are selected as typical cases. The reform of Komercni and BSK are the most typical cases in Czech and Poland; the reform of IPB is a failed case which is worth to study; PKO BP transform from a state-owned bank to a modern commercial bank successfully; the path of OTP’s property right reform is unique. Furthermore, the voucher privatization of Komercni does not improve its corporate governance. It is safe to draw the conclusion that the state-owned banks in transition countries are usually“too important to be privatized”and the“implicit contract”between Komercni and Czech government help relieve the soft budget constraint problem. IPB take the way of attracting strategic investment instead of voucher privatization in property right reform. However, the strategic investor fails to improve the corporate governance of IPB and its lessons can be concluded as: first, not all the foreign banks are qualified strategic investors; second, foreign banks can not resolve all the problems. In Poland, BSK takes the way of direct sale and IPO in the reform of property right, its experiences and revelations are: IPO in domestic capital market of transition countries may face difficulties; property right reform can affect the performance of corporate governance reform directly; strategic investment has positive effects on the reform of state-owned banks. Although PKO BP is still under the control of Poland government, the reform of corporate governance is not delayed.“Cat fish”effect which is caused by the entry of foreign banks is one of the important reasons for the successful reform, which is also helpful in recognizing the relation between state-owned bank reform and strategic investment. The reform of OTP in Hungary is different from the above four banks. The capital structure is diversified but the bank is still under control of domestic investors and there is the problem of“insider control”. The reform of OTP is useful in resolving the problem of“too important to be privatized”of state-owned banks. The revelations of the reform of OTP are: first, it is not obligatory to sell state-owned banks to foreign banks in the reform of property right; second, domestic private capital is also important in the reform of state-owned commercial banks in transition countries.The sixth chapter is the corporate governance reform of state-owned commercial banks in China. There are many useful experiences and revelations in central and eastern European countries: first, the effect of strategic investment is largely affected by the percentage of state-owned shares; second, it is not obligatory to sell state-owned banks to foreign banks in the reform of property right; third, the way of foreign banks to entry the banking sector of transition countries is important; fourth, it is useful to keep close contact with famous international institutions such as IMF and World Bank. With the increase of financial sector FDI, it is necessary to strengthen the prudential financial supervision, to relieve the information asymmetry, to control the amount of FDI, to encourage native banks be more internationalized, and to make overall planning of the source countries of financial sector FDI. There is also the problem of“too important to be privatized”of stated-owned commercial banks in China. How to deal with the relation between“state control”and“improvement of corporate governance”is one of the biggest problems in China. Now, the“implicit contract”, which lies between Chinese government and the four state-owned commercial banks, will persist in near future. It is necessary to set China’s own corporate governance mode of native banks. The reform of China’s state-owned commercial banks since the end of 2003 contains three stages: first, recapitalization and dealing with bad assets; second, attracting foreign strategic investor; third, IPO in domestic and non-domestic capital market. Now, financial sector FDI in China can be viewed as“Quasi-FSFDI”. The increase of FSFDI in China is due to“reform pushed”, which is not only different from Latin-America and eastern Asia emerging market courtiers, but also different from central and eastern European transition countries. Foreign strategic investors are helpful in improving corporate governance of state-owned commercial banks in China, but the reform of China’s state-owned commercial banks still have problems to be resolved. In the end of 2008, foreign strategic investors begin to sell the shares that they buy before in large amount. The reason of this phenomenon is that those foreign strategic investors who suffer from huge losses in the global financial crisis have to adjust the asset structure by selling some high-quality assets in order to get though the big financial crisis. In a short period, the price of the state-owned commercial banks’stock is under certain pressure; in a long term, though fundamental aspects of state-owned commercial banks will not be shocked, the reform of corporate governance may be affected by some uncertain factors. The experiences of central and eastern European countries demonstrate that the reform of corporate governance of state-owned commercial banks is a long term task. So it is incorrect to deny the reform of China’s state-owned commercial banks since 2003 on the ground of the above behavior of foreign strategic investors. Now, it is urgent to think over how to carry out the strategic investment plan in a better way in order to improve the corporate governance of state-owned commercial banks.The seventh chapter is conclusion and suggestions. Based on the main conclusion of the dissertation, the following five suggestions are made: first, keep pushing the shareholding reform steadily; second, continue to attract foreign strategic investors prudentially; third, strengthen prudential and effective financial supervision; fourth, develop capital market and professional manager market further; fifth, continue to perfect relevant laws and regulations.更多还原