公司董事会监督:来自中国的证据

Monitoring corporate boards: evidence from China

European Journal of Finance · 2017
被引 41
ABS 3

中文导读

研究中国上市公司双层董事会结构,发现董事会规模与监事会规模正相关,独立非执行董事比例与监事会规模负相关,表明两者可能存在替代关系,并指出中国治理模式融合德英模式导致监督角色冲突。

Abstract

China’s listed companies have two-tier boards comprising of a supervisory board and a board of directors. The supervisory board has the responsibility to oversee and monitor the board of directors. Similarly, the role of the independent non-executive directors (INEDs) is to advise and monitor directors. In this paper, we investigate the main board structure hypotheses namely the scope of operations, monitoring and negotiation hypotheses for a sample of Chinese Initial Public Offerings floated on both the Shanghai and Shenzhen stock exchanges. Our results provide evidence to support the three hypotheses. Interestingly, we find that the larger the size of the board of directors, the larger the supervisory board size. Moreover, we find that the higher the proportion of INEDs, the smaller the supervisory board size and this implies that INEDs are perhaps a substituting mechanism for the supervisors’ monitoring role. Finally, we argue that as the Chinese governance structure combines both the German and the Anglo-Saxon models, this creates a conflict between the two boards with respect to the monitoring role. Our results, therefore call for a comprehensive reform in the Chinese governance mechanism.

公司治理董事会结构中国资本市场独立非执行董事