財(cái)務(wù)管理中的風(fēng)險(xiǎn)分析 外文文獻(xiàn)--英文

1、<p>　　How Can Corporate Governance Control</p><p>　　Enterprise’s Financial Risk</p><p>　　Swapan Kumar Bala, FCMA</p><p>　　Associate Professor</p><p>　　Department o

2、f Accounting & Information Systems</p><p>　　University of Dhaka, Dhaka</p><p>　　Abstract: Financial Crisis in 2008 raised the debate again of whether corporate governance failur

3、e should be blamed. Lots of research has discussed the close relationships between corporate governance and risk control. However, empirical study, especially from the whole scenario of financial risk ma

4、nagement of non-financial firm, is limited. In this article, I</p><p>　　referred to a mature corporate governance appraisal framework CCGINK and a</p><p>　　new corporate financial risk manageme

5、nt system of SASAC to establish a three-layercorporategovernancemeasurementsystem,including relationships between shareholders and managers, between controlling shareholders and minority shareholders and amo

6、ng all stakeholders, and a financial risk framework for non-financial firms. Then through multiple regression between two groups of indices, I suppose to find the answer to the question which aspects of corporat

7、e governance are able </p><p>　　Key Words: Corporate GovernanceAgency problemFinancial riskRisk management</p><p>　?、? Introduction</p><p>　　The Financial Crisis across the glob

8、e and the ramifications for the rest of the global economy in 2008 and 2009 raised the concern, another time, whether the failure is the one of Corporate Governance. According to OECD’s most recent report by Richard And

9、erson, Corporate Governance alone is not the cause of the current Financial Crisis. However, Corporate Governance could have prevented some of the worst aspects of the crisis had effective governance operate

10、d throughout the period </p><p>　　Corporate Governance is a complex concept with close relevance to economics, finance, laws and management. Through researching institutional changes among sharehold

11、ers, boards, managers and other interest groups in micro-economics world, corporate governance takes key role in improving corporate performance, especially for public corporations. According to McKinsey’s seria

12、l reports, investors are willing to pay above 20% premium for good corporate governance. Also, failures of </p><p>　　1995), informed us that we can not avoid the influence of this deeper</p>

13、;<p>　　management mechanism beneath property rights allocation and protection,</p><p>　　especially in the course of China’s state-owned enterprises’ (SOEs) reform.</p><p>　　The plush drop

14、light of Sinopec and the employee group house-purchasing of CNPC with low price in 2009 disclosed the high principal-agent risk in corporate governance of SOEs. Besides, a large number of corporatized

15、 SOEs remain dominated by a single state shareholder that exercises its control either through formal channels, such as shareholder voting, or through traditional channels, such as the acknowledged authority of

16、 the Communist Party’s organizational depart</p><p>　　2005,China’sState-ownedAssets SupervisionandAdministration Commission (SASAC) applied Temasek Holdings management model into Shanghai Baostee

17、l Group Corporation as an experiment site for Board of Directors Reform. The SOEs further reform needs deeper research in the area ofcorporategovernanceandriskcontrol,especially financialrisk management.</p>

18、;<p>　　The purpose of this study is to address the questions as followings:</p><p>　　1) Will corporate governance be an effective risk controller in enterprises’</p><p>　　financial risk

19、management?</p><p>　　2) Which factors in corporate governance will mitigate or avoid what kind of financial risk elements?</p><p>　　If we can answer these questions, we may provide concrete adv

20、ice to policy</p><p>　　makers and corporate managers to adapt their management and governance methods rather than just pinpoint the problem. This empirical study of relationship between corporate g

21、overnance and risk management should have pragmatic implications for further firm application and government policy making.</p><p>　?、?Brief Literature Review</p><p>　　1. Corporate Gover

22、nance</p><p>　　Corporate Governance was first mentioned as a concept in Willianmson’s article On the Governance of the Modern Corporation (Willianmson, Oliver E.,1979). In the following 30 years, Corporate

23、Governance (CG) has become one of the most important ingredients of theories of modern firm, although it is still a new concept even in developed markets such as United States and United Kingdom. As Berglof contended, C

24、G has been a dominant policy issue in developed market economics for more than a decade </p><p>　　1999). However, the numerous debates on corporate governance have not provided us a consensus on CG’s concept

25、ion in the worldwide so far.</p><p>　　From the narrowest perspective, the major conflict analyzed in the context of corporate governance is the agency problem between shareholders and managers. In Th

26、e Wealth of Nations Adam Smith wrote about business firm managers of “other people’s money” as the man who would be unlikely to manage it with the “same anxious vigilance” shown by the active partners in a</p>&l

27、t;p>　　smaller firm1. Berle and Means addressed the situation in which the owners of a corporation do not actively participate in its management more thoroughly (Berle and Means,1932). The separation of ownership

28、 from control that continued with the introduction of limited liability for both public companies and private companies, and the gradualemergence of the modern giant corporation in which none of the director

29、s or managers has more than a minority financial interest have give</p><p>　　analysis is the perspective that a corporation is “a legal fiction which serves as a nexus for contracting relationships and wh

30、ich is also characterized by the existence of divisible residual claims on the assets and cash-flows of the organization which can generally be sold without the permission of the other contracting individuals”. Shleifer

31、 and Vishny wrote in the opening paragraph of a survey of corporate governance, “Corporate governance deals with the ways in which suppliers of finance </p><p>　　Broadly speaking, there are two types of corp

32、orate governance mechanisms: between owners and managers, and between controlling shareholders and minority shareholders. When ownership is diffuse, as is typical for US and UK corporations, agency problems will stem fr

33、om the conflicts of interest between outside shareholders and managers who own an insignificant amount of equity in the firm (Jensen and Meckling 1976).However, when ownership is concentrated to the degree that

34、 one owner has </p><p>　　Besides the concerns for investors and managers, scholars also extend corporate governance issue into corporate value in light of creating value for all interestgroups,suc

35、hasemployees,suppliers,customersandother stakeholders. John and Senbet (1998) proposed a more comprehensive definition that “corporate governance deals with mechanisms by which stakeholders of a co

36、rporation exercise control over corporate insiders and management such that their interests are p</p><p>　　as not just shareholder, but also debt-holder and even non-financial stakeholders such as

37、employee, supplier, customer, and other interested party. Hart (1995) closely shared this view as he suggested that “corporate governance issues arise in an organization whenever two conditions are pr

38、esent. First, there is an agency problem, or conflict of interest, involving members of the organization – these might be owners, managers, workers or consumers. Second, transact</p><p>　　The brief litera

39、ture review above gives us a picture of a layered conception of corporate governance, from agency problems between shareholder and manager, to interest conflicts between dominant shareholder and minority sharehol

40、der, and to relationships among all stakeholders. In this study, I will use this corporate governance structure to frame and measure CG.</p><p>　　2. Risk Management</p><p>　　Risk management ha

41、s received a lot of attention in financial literatures. Several theories have been put forward to explain why and how corporations manage (or should manage) the risks they face (e.g., Stulz (1984); Smith and Stul

42、z (1985); Stulz (1990, 1996); DeMarzo and Duffie (1991); Froot, Scharfstein and Stein (1993); Morellec and Smith (2002), Breeden and Viswanathan (1998) and Carpenter (2000)). Just as corporate governa

43、nce, risk management is a complicated an</p><p>　　decades, risk management has evolved from operational risk management, mainly hedging policy, investment and finance decision, etc., into a risk ma

44、nagement framework. In 2004, Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued its risk management principle: Enterprise Risk Management -- Integrated Framework (ERM), which describes t

45、heessentialcomponents,principlesandconceptsofenterpriserisk management for all organizations. With heightened con</p><p>　　corporate governance will reduce corporations’ exposure to risk? And what&

46、lt;/p><p>　　kind of risks?</p><p>　　Fortunately, I found some scholars have the same interests in fumbling for correlation of corporate governance and risk management. OECD attributed the financia

47、l crisis in 2008 partly to the failure of boards’ oversight. It encouraged boards to take a more pro-active stance in overseeing the risk management framework as part of the development of the assur

48、ance framework. In order to compensate for the extreme pressures for growth and for the distressed state of corpor</p><p>　　while the composition of the board has no impact in such a decision. (Georges

49、Dionne and Thouraya Triki,2004, 2005). Literatures disclosed some bilateral influence of risk management and corporate governance, especially from micro level. However, researches in this area are still far limi

50、ted comparing with risk management or corporate governance independently. This article will try to bridge this gap hopefully.</p><p>　　3. Financial Risk</p><p>　　As a specialization of general c

51、orporate risk, financial risk focuses on the risks that corporate is exposed to in the area of accounting and finance when creating economic value. Different from financial institutions such as banks and funds, non-fin

52、ancial entities, mainly firms, have financial risks in various management areas, for instance, strategy, market, operation, regulation and finance. Some risks in aforementioned areas will finally influence firm’s capital

53、 investment and finance sign</p><p>　　It is not easy to delimit the boundary of financial risk for non-financial firms because general financial risk mainly refers to risks of banks or other financial instit

54、utions, and general corporate risk management does not select financial risk as a special research and control area. In this article, I refer to the researchconclusionofFinancialRiskManagementFrameworkof State-

55、owned Enterprise, which was conducted in 2007-2008 by School of Economics and Management (SEM), Tsinghua </p><p>　　Cheng, 2008). In this research, Chen and Cheng first established a general risk indice

56、s system of SOEs, then analyzed the correlations between financial risk and strategy risk, operation risk, market risk, regulation risk, information risk respectively, and finally generated a risk system that includes al

57、l financial risk indices and other indices that will influence one or two financial indices. I</p><p>　　This financial risk system includes all financial relevant risk factors in a common firm, pr

58、oviding us a stepping stone in financial risk management. To the best of my knowledge, this system is the first and the only diagnostic tool for financial risk management in non-financial firms.</p><p>　?、?

59、Methodology</p><p>　　I divide my research design into 4 parts: construction of corporate governance</p><p>　　indices, construction of financial risk indices of non-financial firms, data

60、 collection and data analysis.</p><p>　　1. CorporateGovernance Indices </p><p>　　Many institutions, such as OECD, APEC, ICGN, CEPS, etc., have set up principals for corporate governance with con

61、sideration of specific law, history, culture and custom in their jurisdiction. Nevertheless, we do not have a global evaluation standard so far. As far as china is concerned, Li W.A., by adjusting international principa

62、ls into china’s context, issued an evaluation system CCGINK that has been adopted by Shanghai Stock Exchange (SSE) as corporate governance index. </p><p>　　A. Relationshipbetween shareho

63、lder and manager</p><p>　　I use two indices to measure this relationship.</p><p>　　a. Board of Directors (BoD)</p><p>　　Board of directors includes constructions of boards, rights a

64、nd obligations of directors, efficiency of boards and compensations of board directors. Generally, these aspects delineate the function of boards in corporate governance as monitors of top management.</p><p&g

65、t;　　b. Incentive and evaluation of manager (InEM)</p><p>　　As the agent, managers should abide by their fiduciary responsibilities. We use</p><p>　　1) Appointment and Removal of executives, 2) P

66、erformance evaluation and 3) Incentive plan to appraise managers’ alignment with shareholders’ interests.</p><p>　　B.Relationshipbetweencontrollingshareholderandminorityshareholder</p><p>　　Ino

67、rdertoavoidcontrollingshareholders’expropriationofminority shareholders, corporate governance should have mechanism arrangements, such as:</p><p>　　a. Independent director (ID)</p><p>　　I

68、ndependent director includes appraisals of proportion, compensation and independence of independent director. These indices will help us to grasp a general picture of independent director’s function in protection

69、of shareholders’ interests.</p><p>　　b. Supervisory board (SD)</p><p>　　Supervisory board mainly consists of nomination, working time, compensation, scale and effectiveness of supervisory board

70、directors. These arrangements will ensure supervisory directors to take effective roles in equal protection of shareholders’ interests.</p><p>　　c. Connection-based trading (CBT)</p><p>　　CBT ma

71、inly checks whether controlling shareholders have the opportunity to expropriate minority shareholders, such as horizontal competition, insider trading, funds embezzlement and loan guarantee.</p><p>　

72、　d. Protection of minority shareholders (PMS)</p><p>　　There is one index to measure PMS, i.e. the proposals of minority shareholders in shareholder meeting. If minority shareholders have submitte

73、d their proposals in the provisional shareholder meeting, the corporate seems to have attended the interests of minority shareholders.</p><p>　　e. Information Transparency and Disclosure (ITD)</p><

74、;p>　　Information transparency and disclosure is important for minority shareholders to monitor controlling shareholders’ and managers’ decision and operation. I use information integrity, authenticity, accuracy and ti

75、meliness to measure ITD.</p><p>　　C. Consideration of all stakeholders</p><p>　　Global principals of CG have noticed that protection of all interest groups will benefit the long-term growth of

76、a company. As the most general scope of corporate governance, stakeholders should also be considered, even with not so many pragmatic implications. In this article, I will introduce the following indices to measure stak

77、eholders’ interests:</p><p>　　a. Participation of Employee (PoE): the proportion of employee supervisory director and the proportion of employees’ share.</p><p>　　b. Social Responsibility (SR):

78、social donations and environment protection. c. Investment Relationship Management (IRM): investors’ communication.</p><p>　　d. Supervisory and Regulatory Management (SRM): fines or awards from supervisory a

79、nd regulatory division.</p><p>　　e. Law Suits (LS): harmony between corporate and stakeholders.</p><p>　　2. Financial Risk Indices</p><p>　　As to financial risk index, I refer to Ch

80、en and Cheng’s research, see figure 1. In order to make the regression model easier to operate, I will use the former two layers of the risks system, namely the 7 first layer factors and the 19 second layer factors. Furt

81、hermore, I will select the category of financial risk, which includes 26 detailed financial risk elements, for additional regression so that the research will be more focused on the correlation between corpora

82、te governance and f</p><p>　　3. Data Collection</p><p>　　There are two steps for data collection. Firstly, I will choose 3-5 firms to answer my questionnaire that includes all measure indices of

83、 corporate governance and financial risk. Through this pilot survey, I can refine the indices into a more concise framework, for instance, 10 corporate governance indices and 20 financial risk indices. Secondly, af

84、ter the revision and confirmation of questionnaire, I will sample 50-100 china’s listed companies from the database of stock market and i</p><p>　?、? Outcome and Value</p><p>　　Comparing w

85、ith theoretical and framework study before, this research expands corporate governance and financial risk management into a more empirical, micro and practical world. Further conclusions will be generated after data c

86、ollection and analysis. However, I have some hypotheses that will be tested</p><p>　　as final conclusion.</p><p>　　Independent director has negative relationship with account receivable. IT: Min

87、ority shareholders’ participation has negative relationship with account receivable.They mainly consider the balance effect of independent director, minority shareholder to ultimate shareholder.State controlled enterpris

88、e will have higher asset-reliability ratio. Pyramid structure corporation will have lower asset-reliability ratio.They consider the relationship between structure of shareholder and asset-reliability </p><p&g

89、t;　　In the end, further research providing empirical evidence of best practice in corporate governance and risk management is needed. There is too little evidence to support many of the generally accepted tenets

90、 of corporate governance. These tenets should be questioned in an open and constructive manner and more evidence need to be sought to justify, improve or refute</p><p><b>　　them.</b></p>

91、<p>　?、? References</p><p>　　[1] Bai, Chong-en, Qiao Liu, and Joe Lu, Frank Song, and Junxi Zhang, 2003, “Corporate Governance and Market Valuation in China”, working paper, CCFR, University of Hong

92、Kong.</p><p>　　[2] Berglof, Eric and Ernst-Ludwig von Thadden. 1999. “The Changing</p><p>　　CorporateGovernanceParadigm:ImplicationforTransitionand</p><p>　　Developme

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95、y do firms hedge? An asymmetric information model, Working paper, Duke University.</p><p>　　[6] Chen Guanting, Cheng Wei, 2008, Financial Risk Management Framework of State-owned Enterprise, Internal report

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97、‘‘Corporate governance in China: an overview’’, China</p><p>　　Economic Review, 14, 494–507.</p><p>　　[9] Carpenter, Jennifer, 2000, Does option compensation increase managerial risk appetite? T

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99、gt;　　[11] Eduardus Tandelilin, Hermeindito Kaaro, Putu Anom Mahadwartha,</p><p>　　Supriyatna, 2007, Corporate Governance, Risk Management, and Bank</p><p>　　Performance: Does Type of Owne