自然人控股的我国上市公司治理机制及其治理效应的研究

【作者】 汤小莉；

【导师】 张晓明； 冯均科；

【作者基本信息】 西北大学 ， 企业管理， 2010， 博士

【摘要】 我国自然人控股的上市公司其股权结构更为接近西方上市公司,由于受到政府有关部门的约束较少,其市场特征更加明显,因此,公司治理机制与治理效应必然不同于其他上市公司。如果将其与其他上市公司一视同仁,则无论对于政府部门制定相关政策还是对于学术界进行理论研究,都具有不利后果。本文以沪深两市2003年至2008年自然人控股的民营上市公司为样本,由于这类上市公司不存在国有股定价、高管激励中的政府影响、国有股权变动中的审批等问题,因此,本文的研究不涉及这些因素和问题,本文主要通过对样本公司进行实证研究,揭示这类公司治理机制的运行规律。公司治理机制是一个复杂的机制体系,国内外相关研究大多只针对某一单一的机制进行研究,很少将公司治理的各个机制结合起来进行研究,本文通过对公司治理机制的内部机制和外部机制的分析,采用实证研究的方法揭示各个治理机制与治理效应之间的关系。内部治理机制主要涉及三个方面：即股东控制机制、董事会决策机制和高管激励机制,外部治理机制主要以信息披露机制为例,通过实证分析,得到以下结论：(1)我国自然人控股的上市公司的各种公司治理机制更多地只是体现在形式上,并没有真正地落到实处,并不能真正激励和促使公司内部人为实现利益最大化而努力经营；(2)在我国自然人控股的上市公司中,大股东监督对公司价值的正面影响与其侵占小股东利益、降低股票流动性对公司价值产生的负面影响并存,而且第一大股东持股比例与公司价值之间存在“区间效应”；同时,股权制衡对治理效应所产生的影响并不明显；(3)当董事会规模较大、第一大股东持股比例较高、公司规模较大时,董事会独立性较低；同时,董事会会议次数较多时,公司治理效应较高；独立董事制度对自然人控股的上市公司治理效应具有明显的积极作用,但该作用存在滞后性；(4)自然人控股的上市公司第一大股东持股比例较高、独立董事比例较高、董事长与总经理两职兼任时,高管变更次数较少：同时,高管平均薪酬对公司治理效应并不产生明显的促进作用,然而高管变更对公司治理效应具有明显的促进作用,但该作用同样存在滞后性；(5)自然人控股的上市公司外部治理机制对公司治理效应具有显著的负面影响。会计师事务所虽没有纵容市场价值高的上市公司的倾向,但存在纵容财务绩效好的上市公司的倾向；自然人控股的上市公司审计费用越高、规模越大、董事会独立性越高、资产负债率越低,其越有可能获得“标准无保留意见”的审计报告。本文通过对样本公司(自然人控股的民营上市公司)的治理机制及其治理效应进行全面地分析与评价,最终证实了自然人控股的我国上市公司的治理机制与治理效应之间的关系,为这类公司的公司治理提供了一定的理论与经验依据。更多还原

【Abstract】 The ownership structure of China’s listed companies controlled by natural persons is much closer to the West, due to less constrained by government departments, its market features is more evident. Therefore, its corporate governance mechanism and governance effect is inevitably different from the other listed companies. If they were treated with other listed companies equally, it will have adverse consequences both in government policy and academic research on theory. This paper was based on the natural holding of private listed companies in Shanghai and Shenzhen of 2003-2008 years as a sample, as this kind of listed companies did not have many questions such as the examination of State-owned equity, the government influence on incentive for senior manager, as well as the approval for change in State-owned stock, etc. Therefore, this paper did not involve these factors above, and tried to reveal operation of such corporate governance rules mainly through the positive analysis.Corporate governance is a complex system, domestic and international research was merely about a single mechanism, little research combined all the corporate governance mechanisms. Based on the internal and external mechanisms of corporate governance, this paper used positive analysis methods to reveal the relationship between the corporate governance effects and the corporate governance mechanisms. Internal governance mechanism mainly involved three aspects:the mechanisms of shareholder control, decision-making mechanism on board of directors, as well as the senior management incentive mechanism. The external governance mechanism took information disclosure mechanism for example. Through positive analysis we had the following conclusions:(1)The corporate governance mechanisms of China’s natural persons holding listed companies was morely reflected in the form, not really practicable, they could not really prompted the insiders to maximize the value of enterprises and to work hard. (2) In the listed companies of natural persons holding, large shareholder controlled the value of the company on one hand, so he or she had a positive impact on the firm value; on the other hand, he had a negative impact on the corporate value due to its occupation of the interests of small shareholders and reducing the stock liquidity. In addition, there was a "range effect" between the largest shareholding ratio and the company value. At the same time, the impact of stock checks and balances on the corporate governance performance was not quite obvious. (3) The larger scale of board of directors, the higher proportion of the largest shareholders, and the large size of company, then the lower board independence. At the same time, the more frequently board meetings, then the higher corporate governance performance. It means that the Independent Directors System had a significantly positive effect on the governance performance of listed companies controlled by natural persons, but this effect existed lagging. (4) The higher proportion of the largeset shareholder in natural holding listed companies, the higher proportion of independent directors, and the chairman and general manager concurrently, then the fewer of the executive changetimes; furthermore, the average of executive pay did not produce significant promoting role on corporate governance effect, but the executive changes had an obvious promoting effect on corporate governance performance, but the effect also lagged. (5) The external governance mechanism of listed companies controlled by natural persons has significant negative effects on corporate governance performance. While CPA firms did not have a tendency to connive the listed companies which had high market value, there was tendency to connive listed companies which had good financial performance. In addition, the higher audit fees of listed companies controlled by natural persons, the larger size of company, the higher independence of the board, the lower of asset-liability ratio, then the more likely the company could obtain "a clean audit opinion".In brief, this paper ultimately proved the relationship between corporate governance mechanisms and governance performance in the listed companies controlled by natural persons through analyzing and evaluating the corporate governance mechanisms and governance performance of the sample companies, and provided a theoretical and empirical basis for its corporate governance.更多还原