- 上一篇：企业内部控制制度英文文献和翻译
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The corporatisation process has resulted in a unique ownership structure of public companies. Shares of listed firms comprise three major categories: state-owned shares, legal person shares, and individually-owned (private) shares.5 State shares refer to shareholdings of the central and local governments or by state agencies (e.g., Bureau of State Property Management (BSPM) and SOEs that are parent of listed firms) designated by the State Council or by local governments (it was recently clarified that the ultimate owner of these shares is the State Council). Legal person shares are held by domestic institutions, including trust and investment companies, securities firms, mutual funds, foundations, research institutes and any other economic entities with legal person status. Many of these institutions are themselves ultimately owned or controlled by governments at different levels. More specifically, both state shares and legal person shares are not tradable in the market. Private shares are offered to, and are freely tradable in, the securities market. Private shares are mainly held by individuals and they provide the real liquidity in the market.
Although the actual distribution of the different types of shares in a given firm differs, according to Lin (2001), state, legal person and private shares on average each account for nearly one-third of total shares subscribed in most listed firms. In other words, non-tradable state and legal person shares amount to almost two-thirds of total shares. This predominance of state ownership and control translates into a share market in which only a minor percentage of a firm’s share issue is publicly traded and hence exposed to equity market discipline. This ownership structure of Chinese listed firms is quite different from that in other emerging markets and in western countries where private ownership tends to be in a dominant position.
China’s Company Law prescribes a corporate governance system for JSCs through an organisational structure comprising three main constituent bodies: the shareholders’ annual general meeting; the board of directors; and the board of supervisors. This governance structure is modelled after the German two-tier system of an executive board and an oversight supervisory board, with mandatory employees’ representation on the supervisory board.
According to Lin (2001), the outturn of China’s corporatisation program has failed to achieve an improvement in corporate governance because the diversification of ownership has largely been a superficial exercise. The overwhelming majority of listed JSCs are owned by a variety of government organisations, which are themselves owned by a single entity (the state) and which, moreover, suffer from defective corporate governance practices. Consequently, the defective governance practices of these state institutions have merely been mapped on to state-controlled JSCs rather than alleviated.
3. Literature on Corporate Governance and Fraud
Corporate Governance and Fraud Research in the West
Research on corporate governance and fraud in the West has focused on the internal mechanisms such as, the composition of BOD, audit committee, chair/CEO duality, management ownership, and directors and executive remuneration.
The seminal work on corporate governance and fraud is Beasley (1996), who examines the relation of the composition of BOD and audit committee to financial statement fraud. Using American data, Beasley (1996) shows that the proportion of independent or outside directors is significantly negatively related to the likelihood of fraud; but that the existence of an audit committee and its composition have no effect on the likelihood of fraud. He explains that the small sample size could be driving this result.
Abbott et al. (2000) show that the effectiveness of audit committee for the purposes of fraud detection is related to the presence of outside members on the committee and the frequency of audit committee meetings. But, they did not find significant relation between BOD composition and fraud, which is in contrast to Beasley (1996). Abbott et al. (2000) attribute this inconsistency to sample differences and greater emphasis by the audit committees on the financial reporting process. However, the results of Abbott et al. (2000) are consistent with McMullen (1996) and McMullen and Raghunandan (1996). McMullen’s (1996) study is concerned about whether audit committee would lead to a reduced incidence of errors, irregularities and other types of unreliable financial reporting. The results of her study are significant and confirm that firms with reliable financial reporting (i.e., the absence of errors, irregularities and illegal acts) are more likely to have audit committee. McMullen and Raghunandan (1996) examined the role and effectiveness of audit committee by surveying firms that experienced financial reporting problems and those that did not. Their results show firms experiencing financial reporting problems had audit committees that were not comprised solely of outside directors, did not have at least one CPA and the committee did not meet frequently.
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