治理结构、财务特征与上市公司违规关联担保实证研究

发布时间：2018-06-02 02:33

本文选题：违规关联担保 + 公司治理结构　；参考：《内蒙古财经大学》2017年硕士论文

【摘要】：运用担保的方式来融资,是借贷双方和银行等金融机构认同的一种高效的辅助融资方式,同时也是信贷市场上用来分散风险的一种非常普遍的手段。在我国,由于一些历史因素,如企业的集团化发展、国企改制上市等,导致资本市场上股权集中程度高的上市公司相当普遍。所以,目前我国市场上有一大部分的经济活动主体为集团化的企业,运用担保的手段去实现集团的融资目的,具有效率高、成本低等优点,所以集团企业更愿意通过这种方式去实现其筹资目标,而关联方间的担保也就是关联担保又是集团化上市企业最常用的担保类型,当然也有一些企业会采用其他的担保形式,例如连环担保、互相担保等。根据我国证监会每年披露的违规公告,关联担保常常出现问题,即违规关联担保时有发生。大部分的违规关联担保,关联方之间利用上市公司的身份进行担保,若到期时接受担保方无法偿还债务,则需由提供担保方承担连带责任,从而也就完成了关联方之间的财富转移,大股东挖掘“隧道”将中小股东的财富向自己转移。关联担保特别是违规关联担保增大了担保提供者的财务风险,容易使其陷入财务危机,影响其企业价值。同时,由于严重的信息不对称,银行等金融机构面临着难以收回资金的风险,情况严重时会影响整个金融系统的稳定性。本文基于以上背景,将从上市公司治理结构及其财务特征两个方面出发,分析哪些内部因素影响上市公司违规关联担保的发生,以及如何影响。本文选取2008-2015年间被中国证监会披露的存在违规行为的关联担保的沪深两市的公司为样本,通过理论分析及实证研究。结果发现,公司股权结构方面,当公司大股东的持股比例较低时,其可以通过公司获得的私人收益是相对较少的,此时大股东就更愿意通过一些手段去侵占与中小股东的共享利益,例如关联担保,但是由于其持股比例较低,难以控制企业,限制了其实施侵占行为;随着大股东持股比例的提高,增强了其对企业的控制能力,方便于其侵占与中小股东的共享利益,关联担保作为侵占方式的一种也随之增多;随着大股东持股比例的继续提高达到一定程度之后,纵然其几乎拥有对企业的绝对控制能力,但是此时大股东的私人利益与公司的利益趋向一致,其若仍然选择侵占与中小股东的共享利益,为此所付出的私人成本比较高,所以此时大股东一般会选择通过正常的生产经营来获得更多的私人收益。另一方面,如若大股东实施侵占行为,持股比例较高的中型股东为了避免其自身利益受到损害,会联合起来对大股东的侵占行为进行制止。董事会方面,本文证明了独立董事可以对违规关联担保等违规行为起到一定的抑制作用;当董事长与总经理两职合一时,董事会常常难以高效的履行其职责,总经理边对公司的运营发展做出决策,边评价和考核这些决策的制定和执行,从而也就难以公平公正的处理一些关于自身利益的问题,总经理此时更加偏向于追求私人收益,而非公司的利益,所以也就为违规的关联担保的发生创造了条件。财务特征方面,本文证明如果上市公司的财务状况基本良好,公司大股东完全可以通过正常的生产经营获得想要的回报,或者采用更加直接的手段去侵占公司利益,而不太可能选择违规关联担保这样复杂的方式去获取其想要的收益,违规关联担保失去了其发生的动机;反之,当公司财务状况欠佳时,股东通过努力经营难以获得良好的投资回报,此时大股东们才会选择通过违规关联担保这样的行为来侵占公司的利益。同时本文还通过以上影响因素的分析,为违规关联担保的市场监管寻找途径,并提供了一些可行的监管建议和关注要点。
[Abstract]:Financing by means of guarantee is a kind of efficient auxiliary financing method identified by the borrowers and banks and other financial institutions. It is also a very common means used to disperse the risk in the credit market. In our country, some historical factors, such as the group development of enterprises and the reform and listing of state-owned enterprises, have led to the capital market stock. The listed companies with high concentration of rights are quite common. So, at present, a large proportion of the main body of economic activities in our country is a group of enterprises, using the means of guarantee to realize the purpose of the group's financing, which has the advantages of high efficiency and low cost. So the group enterprise is more willing to realize its financing goal through this way, and the association is related. The guarantee between the parties is also the most commonly used guarantee type of the group listed enterprises, and of course some enterprises will adopt other forms of guarantee, such as serial guarantee, mutual guarantee, etc. according to the annual disclosure of the China Securities Regulatory Commission, the related guarantee often appears problems, that is, the violation associated guarantee occurs. As a guarantee, the affiliated parties use the identity of the listed company to guarantee. If the guarantor is unable to repay the debt at the time of maturity, the guarantor should be provided with the joint and several liability, thus the wealth transfer between the affiliated parties is completed, and the large shareholders excavate the "tunnel" to transfer the wealth of the small and medium shareholders to themselves. In particular, the violation associated guarantee increases the financial risk of the guarantee provider, which makes it easy to fall into the financial crisis and affect its enterprise value. At the same time, because of the serious information asymmetry, banks and other financial institutions are faced with the risk of difficult to recover funds, which will affect the stability of the entire financial system when the situation is serious. This article is based on the above background, From the two aspects of the listed company's governance structure and its financial characteristics, it will analyze the influence of the internal factors on the occurrence and influence of the listed companies' violation related guarantee. This article selects the companies in Shanghai and Shenzhen, which have been disclosed by the China Securities Regulatory Commission in 2008-2015 years, as a sample of the Shanghai Shenzhen two cities, through theoretical analysis and As a result, it is found that, when the shareholding ratio of the company's large shareholders is low, the private income that can be obtained by the company is relatively small. At this time, the large shareholders are more willing to encroach on the shared interests with the small and medium shareholders by means of some means, such as the associated guarantee, but it is difficult because of its low share ratio. The control of the enterprise is limited by the act of encroachment; with the increase of the shareholding ratio of the large shareholders, its control ability to the enterprise is enhanced, and it is convenient for its occupation of the shared interests with the small and medium shareholders. It almost owns the absolute control ability to the enterprise, but at this time the private interests of the large shareholders are consistent with the interests of the company. If they still choose to occupy the shared interests with the small and medium shareholders, the private cost is high, so the large shareholders will generally choose to gain more private income through normal production and operation. On the other hand, if the large shareholders carry out the encroachment behavior, the middle-sized shareholders with higher shareholding proportion will join up to stop the major shareholders' invading behavior in order to avoid their own interests. In the board of directors, this paper proves that the independent director can play a certain inhibitory effect on the violation of the violation related guarantee. The board of directors, in conjunction with the general manager's two job, is often difficult to perform its duties efficiently. The general manager makes decisions on the operation and development of the company, evaluates and examines the formulation and implementation of these decisions, so that it is difficult to deal with some questions about their own interests fairly and impartially, and the general manager is more inclined to pursue private benefits at this time. Rather than the interests of the company, it also creates conditions for the occurrence of an irregularities. In terms of financial characteristics, this article proves that if the financial situation of the listed company is basically good, the large shareholders of the company can get the desired return by the normal production and operation, or use more direct means to invade the company's interests, but not It is likely that it is too likely to choose a complex way to obtain the desired profit in such a way as a violation associated guarantee, which loses its motivation; on the other hand, when the company's financial situation is not good, the shareholders will not be able to get good returns through hard work, and the big shareholders will choose to invade through the behavior of the violation Association guarantee. At the same time, through the analysis of the above factors, this paper seeks to find a way for the market regulation of illegal Association guarantee, and provides some feasible supervision suggestions and main points of concern.
【学位授予单位】：内蒙古财经大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F271;F275;F832.51

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