公司治理下的财务治理研究：Research under financial governance Corporate G

1.introduction引言

关于公司治理的涵义，Lin(2003)认为公司治理(公司治理结构)是现代企业制度中最重要的组织架构，它以监督与激励为核心内容，通过一套包括正式或非正式的、内部的或外部的契约或制度安排来协调公司与所有利益相关者之间的利益关系，以保证公司决策的有效性和科学性，从而维护公司各方面的利益。
Implications on corporate governance , Lin Zhong Gao ( 2003) Corporate Governance ( Corporate Governance ) is a modern enterprise system is the most important organization , supervision and motivation it as the core content , including by means of a formal or informal, internal or external contractual or institutional arrangements to coordinate the interests of the company and all stakeholders to ensure the effective and scientific decision-making , thereby safeguarding the interests of all aspects of the company .

FAN (2005)认为公司治理结构实质上是对企业进行控制而建立的企业内外一整套制度的安排。H&Y(2003)认为公司治理实质是关于剩余控制权和剩余索取权分配的一系列制度安排，而对剩余控制权与剩余索取权即企业所有权的研究是企业理论的一个重要组成部分，因此，对于公司治理的研究可在企业理论研究的基础上直接进行。
Fan Xingjian ( 2005 ) considered the corporate governance structure is essentially a set of corporate control and the establishment of a set of internal and external systems . Huangju Bo Yang boat ( 2003) Corporate governance is essentially a series of institutional arrangements for the allocation of residual rights of control and residual claims , while the residual control rights and residual claim ownership of enterprises that research is a important part of the theory of the firm Therefore, the study of corporate governance can be directly on the basis of theoretical research on the enterprise . The most fundamental characteristic of the modern enterprise is the separation of ownership and management , the separation of ownership and generate a principal-agent relationship , the principal ( shareholders ) and agents ( managers ) between both cooperation and conflict needs , it is necessary to owners and formed between the operators of a mutual checks and balances , coordinate their responsibilities , rights and interests relationships. Therefore, we believe that corporate governance is a residual claim and residual control rights ( ie broad property ) a series of institutional arrangements for the distribution of this system first ensure that the interests of shareholders of the Company and as a center of gravity into account the various stakeholders the balance between responsibility and rights .

到目前为止，财务理论界对财务治理内涵的研究虽取得了一定成果，但并未真正给出完整、确切的财务治理定义。许多学者从不同的研究目的出发，根据自身对财务治理涵义的理解，概括出了多种财务治理定义。

So far, the study of financial theory , although the connotation of financial governance achieved certain results , but did not really give a complete , precise definition of a financial management. Many scholars from different research purposes departure , according to their own understanding of the meaning of financial governance , summarized the definition of a variety of financial governance . Most of these definitions will be placed on financial governance under the framework of corporate governance , corporate governance with reference to the definition from the perspective of institutional arrangements , the financial governance and financial governance structure equivalent , representative definitions are the following : Li Xin together ( 2000 ) that the financial governance structure based on wealth , will , trial separation , based on improving general accounting system in order to ensure , through the addition of the Finance Committee , on the lower level to rationalize a system of financial relations arrangements. Yang Shue ( 2002 ) considered the company's financial governance through the different configurations of property rights among different stakeholders , stakeholder position adjustment in the financial system , and raise a series of dynamic institutional arrangements of corporate governance efficiency .

Lin Zhong High ( 2003 ) considered financial governance is a set of links between the main stakeholders, formal and informal institutional arrangements and structures networks , the fundamental aim of this institutional arrangement reached between Stakeholders rights, obligations and interests balanced , unified efficiency to achieve a reasonable and fair . Wu Zhongxin ( 2005 ) considered the company's financial management from the financial community property ( property contractual relationships ) starting to flow as the main financial power logic clue how through the rational allocation of property rights within the company , to form a group of links between formal Stakeholders and informal institutional arrangements in order to achieve the fundamental purpose of safeguarding the interests of investors . From the above definitions are more representative of several Pi can be seen, the academic definition of domestic financial governance are no great differences, agree that financial governance is the rational allocation of property rights as the core of a series of institutional arrangements , the main difference is that the financial different definition of the governance body . Financial governance to be addressed under the premise of an efficient and fair, and the rights , responsibilities and interests of all relevant stakeholders will be a system of checks and balances of the arrangements , is a group of links between relevant stakeholders formal and informal institutional arrangements and structural relationship network relationships. Its characteristics are focused on the study of non-quantitative aspects of the research seeks financial relationships , reasonable arrangements for financial relationships bring economic benefits for the enterprise . In view of this , the definition of financial management can be summarized as : financial governance is based on the institutional arrangements , such as the financial capital structure , the rational allocation of corporate property rights , in emphasizing shareholder -centric governance stakeholders common premise , to form an effective financial incentives constraint mechanism to achieve the company's financial decision-making more scientific and a series of systems, mechanisms , behavioral arrangements , design and specifications.

2.mainbody正文

( A ) the meaning of corporate governance公司治理涵义

 

For the relationship between financial governance and corporate governance, there are two main points : First, financial governance is part of corporate governance. Huangju Bo Yang boat ( 2003 ) that the financial management structure of the company is a subsystem of the corporate governance structure , the fundamental nature of the dependent and depends on the company's governance structure of the company is divided into financial decision-making , execution and financial oversight of the financial and configuration. Fan Xingjian ( 2005 ) considered just as financial management is the core of enterprise management, improve the corporate governance structure is focusing on financial governance . Von Qiaogen ( 2000 ) argues that financial governance structure is an important part of corporate governance, corporate governance structure and its content is basically the same , there are: governance body , that is, who participate in governance ; governance object or objects of governance , governance means et al (2001 ) that the financial management is one aspect of corporate governance generally implicit in this view of the financial research governance discourse among the two financial governance and corporate governance is not simply contain relationships. Yi Long new ( 2002 ) model that the company decided to corporate financial governance structure of governance, financial governance is at the heart of corporate governance structure , but not the same as financial governance of corporate governance , they can not cover or replace each other , macro corporate governance research and applications , principled , ambiguity, far can not meet the financial requirements of operational realities , therefore, to strengthen its practices operability and applicability must only staff from the financial side, the independent financial governance . It should be said , the latter view more correct to describe the relationship between the two. Of course, a clear understanding of this relationship , the need to apply

 

Modern corporate governance theory is that the body is involved in corporate governance have certain qualifications and competence of governance activities of company stakeholders , the core shareholders , including company managers , creditors , employees, governments and other stakeholders . Financial governance body , that is, who participated in financial management, there is no doubt the company stakeholders , because under the governance framework , corporate governance and financial governance is inclusive relationship , which the body must be the subject of corporate governance .

(B ) the meaning of financial governance财务治理涵义
 

Residual claim and control theory to achieve on the right by the main financial power distribution among stakeholders to achieve change , and different financial power configuration will produce different incentives and monitoring mechanisms , and corporate governance and completely dependent on the level of efficiency the excitation mechanism and monitoring the efficiency of the mechanism , so good financial governance is an effective means of improving corporate governance .#p#分页标题#e#

Financial activity is a value movement has fully reflect the characteristics of production and business activities can reflect the process and the result, the control and supervision of various 

 

( 1 ) can enhance the breadth and penetration of financial management and control .

① can enhance the breadth and penetration of financial management and control . In the company's business activities , involving the widest property rights , an important investment in small to large to be affected by the daily income and expenses . Therefore , the rational allocation of property rights can improve control over corporate governance and expand control, reduce uncontrolled area.
 

( 2 ) can effectively prevent moral hazard agent .

② can effectively prevent moral hazard agent . Immoral acts are mainly to seek private benefits , such benefits embodied in the material interests . Financial governance through the establishment of appropriate mechanisms to configure and constraint property rights , plugging loopholes funds , prevent the loss of benefits , thereby effectively suppressing agent's opportunistic behavior .
 

( 3 ) to improve the transparency and fairness of information.

③ can improve the transparency and fairness of information. In the current information society , the greatest information on the fair is fair , information symmetry is key to achieving a balanced treatment of the subject of interest . Most of the information is the business of financial information , and therefore through the rational allocation of property rights and property rights exercise program designed to increase the understanding of the main opportunities for corporate governance of financial management information to reduce information asymmetry .

 

Features US-British model is that the entire structure of governance in accordance with market control-oriented framework , supplemented by organizational control principles to design, relying on well-developed capital markets, to build relationships restricting ownership structure , principal and agent of socialization by decentralized model to open , market-oriented form of performance. Features dispersed shareholding structure are: shareholders holding less than a high mobility , structural instability equity shareholders of the cost of participation in governance , as " not the owner" objectively . Secondly, the principal cause of the shares dispersed organization of agents control weakened, the introduction of market control mechanisms have to be made up .

Control of the U.S. and British markets in the corporate governance structure of the main manifestations are:

 

( 1 ) Independent Directors . A system of independent directors . United States and Britain have asked the national board of directors in the company , with a considerable number of independent directors. In theory , this Board staff structure is difficult to achieve balance shareholders , the board of directors and managers. But in fact, the existence of such checks and balances , and effective , the reason is external market mechanisms play a role . As the " absent owner" of the agent's efforts to control the weak , small groups of no interest to shareholders nor the ability to monitor and direct the company's operating constraints , they only care about yield stocks and take " vote with their feet " approach to forcing the operators to improve their business , or even expel a long-term mismanagement operators. Thus , in the case of shareholders weakened governance capacity , the establishment of an independent director system , can effectively improve the fairness and effectiveness of the Board's decisions . The fundamental purpose of the establishment of the independent directors of the Board is to ensure that all decisions should be based on the interests of the majority of shareholders values ​​as the standard .
 

( 2 ) The management and personnel system . 2 management personnel system . Most U.S. companies are directly concurrently chairman CEO, but the company needed a variety of management personnel, including COO and CFO were all managers through competitive supply market by market-determined price or remuneration. Forced by strong market pressure , managers had to the interests of shareholders for the purpose of due diligence and work , and to get the maximum return on shareholder confidence and jobs.

 

( 3 ) market mergers and acquisitions mechanism. 3 M & A market mechanism . Dispersed shareholders is the primary measure to avoid the risk of selling the stock , resulting in a large number of stocks selling shares fell when the market value of the stock price is lower than its actual value, the company will become the takeover target . Dispersed ownership structure provides the convenience of a hostile takeover , once hostile takeover is successful, through the replacement of management , improved operating results , business and into the formal. Thus , the acquisition of capital markets is seen as capable of protecting the interests of the majority shareholder of the most effective corporate governance mechanism , the incumbent management can act as a deterrent .
 

Dispersed ownership structure mode , change the company closed an open society of organization units. Because of this governance model of transparency , openness and high degree of market , though the desire is not strong shareholder governance initiative , but under huge market pressure , motivation can be effectively constrained agents , so that the interests of clients get the greatest degree of protection.

 

Features German and Japanese models at odds with the American and British models , advocates the right to rule focused , concentrated by mutual ownership structure built to contain the political model of corporate governance . Emphasizes the central role of banks in corporate governance , cross-shareholdings between banks and enterprises , between enterprises and banks in fact formed a " community of destiny ." Centralized ownership structure , so that large shareholders have enough power to monitor managers , and through positive " vote by hand " mechanism to protect the interests of clients. Features centralized ownership structure is : Bank is not just a major shareholder of the Company , is also a major creditor of the company . Bank shareholders have a dual identity , compared with " not the owner" , lower agency costs , the principal mechanism through organizations set up for the implementation of effective control agents . Second, the centralized ownership structure , constructed a very stable group of shareholders , but also led to a very low flow and weakening equity capital markets function.

Germany and Japan to build the entire governance model throughout the organization to control the main market controls , supplemented by the dominant ideology .

Compared with centralized mode of decentralized ownership structure , the lack of market pressure from the outside , the low degree of openness of the company and the community , and enterprises have become a relatively closed organization , the agent does not carry a sense of crisis , the lack of innovation power . Stability and the stability of the German and Japanese models, not only in the level of shareholders and agents , employees usually given a job for life . German and Japanese culture places great emphasis on making models of solidarity and cohesion of employees , employee stock ownership has become an established formula , employees can not get financing income workers , but also promoted to the director or supervisor .

Both corporate governance model will undoubtedly shareholders' interests first as a basic objective of corporate governance , the only difference is the difference in safeguarding the interests of clients and reduce agency costs in a manner that only, that is, the use of market mechanisms or using organizational mechanisms .

 

Decentralized and centralized financial arrangements with the following shareholding structure model differences:

Financial goals and business objectives with consistency. Financial goals is the direction of the work or working yardstick financial worked for . Changing financial goals will subsequently affect the financial decision-making methods , decision criteria , decision-making procedures, and profit distribution policy.
 

Dispersed shareholding structure of the company is under an open business organization , " not the owner" through the capital markets, " voting with their feet " mechanism for conducting information and influence the company's business decisions. Socialization unstable shareholder groups, the main criteria used to evaluate business performance is profitability and stock price level , causing the operators in the pursuit of short-term returns to shareholders and high- yield tremendous pressure to focus on short-term benefits , and the largest shareholder wealth as the highest goal of business.#p#分页标题#e#
 

Companies under the centralized ownership structure is relatively closed organization , stable shareholder base , particularly bank debt equity unique dual identity of major shareholders , it attaches great importance to the company's long-term benefits as well as social responsibilities and obligations . Necessary to meet business objectives owners , but also consider the interests of other beneficiaries.

 

Financing strategies and capital structure. U.S. and British national issue in corporate finance , financial regulation has been adopted liberal policies , but facts show that the U.S. and Britain 's tendency obviously biased towards equity financing , while lighter debt . The reason is that under the decentralized ownership structure model , the principal control agent is indirect , mainly through market mechanisms for agents to incentive . Therefore, the master of the agents operating control, unwilling to use the heavy debt pressure , and free cash flow to reduce the company 's debt financing, no debt pressure naturally selected equity financing.

To a lesser extent Germany and Japan national financial liberalization , direct financing of the company has been taking stringent regulatory policies , the slow pace of development of capital markets , coupled with the central role of commercial banks in corporate governance , and gradually form a bank loan based financing model . Under centralized ownership structure model , the principal incentive and supervision of agents , not from the capital markets, but from the banking system . In Japan, the relationship between the company and the bank is very close , the company provides short and long term bank loans , bond issues to support , equity investments, settlement and other financial services, and called the main banking system financing model . In recent years, Germany and Japan national relaxed financial controls , turned attention to " vote with their feet " in the functioning of markets , increase the company's sources of funding in the proportion of direct financing , but the overall proportion of indirect financing is still much higher than the U.S. and British national .

And the financing is different, because the United States and Britain -based company primarily in equity financing and , therefore, the proportion of the company's assets and liabilities is generally low , stable capital structure , financial risk is small . Gearing ratio of the theoretical formulation of the US-British national was 40%, but in fact most of the listed companies gearing ratio of only 30 %.
 

An important feature of the German-Japanese model is a high debt, the average gearing ratio of listed companies in Germany and Japan in about 70% , resulting in high stability of German and Japanese debt management company's capital structure is poor. Meanwhile, the capital structure of high -risk , but also increases the pressure in the regulation of the Company's cash management process , leading to instability in the financial structure.

 

3.conclusion结论

United States and Britain stressed that the resource allocation function of capital markets , as well as the flow of resources. Think will profit to stay in business by the organization mechanism configuration , will destroy the market mechanism, the formation mechanism of defects market , the impact of allocative efficiency , and create opportunities for managers abuse . Thus , the U.S. and British companies are more willing larger proportion of earnings will return to shareholders as dividends , such funds back into the market again , and again, the allocation of resources through the market function.
 

Germany and Japan in the role of the market model is weak, strong organizational capabilities , and high concentration of ownership , large shareholders be able to implement effective managers direct control , can protect their own interests . As a bonus for corporate earnings are not returned , and there is not much difference , so Germany and Japan the company's profit distribution policy and not a certain tendency , essentially acting in accordance with the wishes of large shareholders .