外文翻译--治理机制与企业价值：股权集中度和红利的影响

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1、外 文 翻 译 原文： Governance Mechanisms and Firm Value: The Impact of Ownership Concentration and Dividends Over the last three decades, the idea of independent directors has become important, particularly with stock market regulators and many corporate governance advocates (Farrar, 2001). Indeed, financi

2、al economists generally suggest that the representation of independent directors on boards increases the effectiveness of boards in monitoring managers and exercising control on behalf of shareholders (e.g., Fama & Jensen, 1983；Weisbach, 1988). The most widely discussed question regarding board comp

3、osition is therefore whether having more independent directors on the board enhances firm performance. A number of studies have been conducted in the US on this issue. For example, a study by Baysinger and Butler(1985) found that the proportion of independent directors was positively correlated with

4、 accounting measures of performance. In contrast, Bhagat and Black(2001), Hermalin and Weisbach(1991), and Klein(1998) have found that a higher percentage of independent directors on the board does not have a significant impact on accounting measures of firm performance. A study by Agrawal and Knoeb

5、er(1996) show that the proportion of independent directors has a negative relationship to market measures of performance. Conflicting evidence on a direct relationship between board composition and firm performance has also been reported from Australia. Lawrence and Stapledon(1999) found that indepe

6、ndent directors do not appear to have added value to firms in the period 1985-1995. A similar result is reported by Cotter and Silvester(2003), who examine the largest 200 companies in 1997. In contrast, Bonn, Yoshikawa, and Phan(2004) reported that a higher proportion of independent directors on th

7、e board leads to stronger firm performance. Why are the findings on the relationship between board composition and firm performance inconclusive? One possible explanation is that most of the corporate governance is both a result of the decisions made by previous directors and, itself a factor that p

8、otentially affects the choice of subsequent directors. Studies of boards often neglect this issue and therefore produce confusing results (Hermalin & Weisbach, 2003). An important role of boards is to establish sub-committees to deal with specific matters. One such committee is the audit committee.

9、The audit process, and internal accounting controls. This helps mitigate the agency problem by providing unbiased accounting information, thus reducing the information asymmetry between insiders and outsiders. Principle 4 of the 2003 ASX Best Practices Recommendations includes a recommendation that

10、all members of the audit committee should be non-executive directors and that the committee should comprise a majority of independent directors as well as is chaired by an independent director who is not chairperson of the board. Companies within the S&P/ASX All Ordinaries Index must comply with thi

11、s recommendation. The empirical evidence on the relationship between audit committee composition and firm value, however, is also inconclusive. A number of studies (e.g., Hsu, 2008； Klein, 1998； Reddy, Locke, Scrimgeour, & Gunasekarage, 2008) find that audit committee independence has insignificant

12、impact on firm value. In contrast, DeFond, Hann, and Hu(2005) find significant positive abnormal returns around the appointment of “accounting” financial expert-independent directors to the audit committee. More recently, Hsu(2008) and Chan and Li(2008) report that firm performance is positively ass

13、ociated with audit committee financial expertise. Several studies have also provided evidence on the governance role of an audit committee in Australia. For example, Koh, Laphante, and Tong(2007) examine the twin roles of accountability and value enhancement of corporate governance in the context of

14、 financial reporting. The authors find that independent active audit committees and independent boards are important governance mechanisms and value enhancing. Cotter and Silvester(2003), however, find no support for a positive relationship between audit committee independence and firm value. Meanwh

15、ile, Psaros and Seamer(2004) report that the audit committee independence of Australias largest 250 companies appears to have deteriorated between 1998 and 2001. The positive impact of an audit committee on firm value may come from the role of the audit committee in constraining earnings management.

16、 A number of studies provide support for this notion. For example, Davidson, Goodwin Stewart, and Kent(2005) show that a majority of nonexecutive directors on the audit committee is associated with a lower likelihood of earnings management. Hsu and Koh(2005) find that a long-term oriented institutio

17、n can act as a corporate governance mechanism to mitigate aggressive earnings management, while Chan, Faff, Mather, and Ramsay(2007) documented a positive relationship between the likelihood and frequency of firms issuing management earnings forecasts and audit committee independence. Stewart and Mu

18、nro(2007) show that the existence of an audit committee is associated with a reduction in perceived audit risk. Finally, Krishnamoorthy, Wright, and Cohen(2002) and Chen, Carson, and Simnett(2007) suggest that audit committee plays an important role in enhancing financial reporting quality. Independ

19、ent Directors, Audit Committee and Ownership Concentration The relation between ownership concentration and boards of directors can be explained by agency theory. Jensen and Meckling(1976) suggest that agency problems will be lower when the interests of agents(i.e., managers) and principals(i.e., sh

20、areholders) are more aligned through higher managerial share ownership. Agency problems between owners and managers relate to managerial consumption of perquisites, shirking, misallocation of company funds, and entrenchment(Shleifer & Vishny, 1997). The presence of blockholders may also enhance corp

21、orate governance. Since blockholders hold a significant percentage of firm equity, they have an incentive to collect information and monitor management (Shleifer & Vishny, 1986) as well as have enough voting power to force management to act in the interest of shareholders(La Porta et al., 1999). Therefore, the classic owner-manager conflict described by Berle and Means(1932) should be lower in closely-held firms than in widely-held firms.