内部控制缺陷、公司价值与债务资本成本研究
发布时间：2018-09-04 06:56
【摘要】：2008年1月,法国兴业银行因其内部一名交易员违规买卖欧洲股指期货损失了71.4亿美元,这个数字远远超过了1995年的巴林银行倒闭案。法国银行委员在当年7月以其存在严重内部控制缺陷为由对该巨额交易欺诈案施行了约400万欧元的处罚。国际金融研究公司高级分析师Axel Pierron认为,“尽管银行采取了详尽的风险管理措施以规避风险,但其内部对风险控制流程较为熟悉的员工是有机会绕开这些程序以掩盖已造成的损失的。”在该丑闻发生后,尽管该行董事会成员起草了一份长达69页的报告,反思了法兴银行内部管理存在的问题,但其股票价格仍在复牌后暴跌6%以上,而其股价自2008年以来已累计下挫20%。可见,内部控制缺陷将给企业带来无可挽回的损失。内部控制,对于保证会计信息的真实性和可靠性,保护投资者的合法权益和资本市场的有效运营起到重要作用。但同时特大舞弊案件的频繁发生,使股东和其他利益相关者也意识到,存在缺陷的内部控制制度,不仅不能最大限度的帮助企业规避有限理性和机会主义倾向,还可能会导致管理者麻痹大意,给企业带来致命的打击。自本世纪初我国政府已逐步展开内部控制法律法规的制定工作。2001年6月,财政部首先颁布了《内部会计控制规范——基本规范(试行)》,随后由五部委又联合发布了《企业内部控制应用指引》、《企业内部控制评价指引》和《企业内部控制审计指引》。目前,内部控制在我国上市公司中已得到广泛的应用和发展,相比较COSO界定的内部控制目标而言,其又融合了我国的特色,如保障资产安全,促进企业战略目标实现等。但同时,其也面临着诸多问题,如内部控制信息披露缺少实质内容,内部控制评价缺少标准与工具等,这些都会造成内部控制缺陷。外部约束机制的不断推出与内部控制建设的尴尬现状使我们认识到理论体系的缺失和制度环境的不适应会影响内部控制作用的发挥,甚至会引发严重后果。鉴于此,本文对内部控制缺陷及其影响进行了研究。本文以内部控制缺陷为主线,共分为七章。第一章导论主要描述了文章的研究背景、意义、内容及方法,并对文章涉及的关键概念及其外延进行了界定,提出了研究问题。第二章文献综述对内部控制缺陷涉及的相关文献,从内部控制缺陷的特征及其对上市公司市场价值与债务资本成本的影响角度进行了综述,进一步深化了文章的研究内容。第三章为主要回顾了中美两国内部控制缺陷治理法律法规的修订历程,找出我国内部控制缺陷治理制度仍需完善的地方,指出改进方向。第四章主要对内部控制缺陷的诱因进行分析,以使上市公司能更有针对性的控制风险,并能使审计师更有效率的对内部控制进行审计,节约审计成本。第五章、第六章主要对内部控制缺陷对市场价值及债务资本成本的影响进行了实证检验,并将存在内部控制缺陷的上市公司分为出具内部控制自评报告组和未出具组,以检测出具内部控制自评报告是否会对上市公司市场价值及债务资本成本产生影响。进一步的,这两章还将出具内部控制自评报告的公司按是否同时出具内部控制审计报告分为两个样本组,以检测出具审计报告是否会进一步的减少内部控制缺陷对企业市场价值及债务资本成本的影响。第七章是全文研究成果的总结,提出不足及未来研究方向。本文的结论是,公司规模、公司治理结构是否完善、关键财务比率是否失常、近期内是否经历兼并重组、进行事务所更换,是否有过多子公司、对外贸易是否频繁等都会形成内部控制缺陷的诱因。因此,应建立良好的独立董事制度和审计委员会制度,制定合理的激励政策,并建立持续的知识评估机制,加强对其的后续教育。要关注企业财务数据所揭示的风险,尤其是利润数据、资本结构数据、偿债能力数据及流动资金比率等数据。重视兼并重组中的内部控制风险,鼓励企业海外上市,减少无故更换事务所的频率。内部控制缺陷的存在会降低上市公司市场价值,增加其债务资本成本。对于存在内部控制缺陷的公司来说,披露内控自评报告和内控审计报告对其市场价值的提升作用并不明显,但可以显著降低其债务资本成本。这是因为小部分自评报告和审计报告存在失真现象,而债权人比中小股东信息对称程度高,其更容易辨别内部控制信息的真伪,因此披露内部控制信息更容易对债务成本产生影响。本文认为应进一步规范内部控制信息披露制度,要求强制披露内部控制信息,建立责任追究机制,特别强调董事长、总经理和财务总监的相应责任,包括刑事责任和民事责任,加大违法违规成本。并积极建立注册会计师信息系统及诚信档案,以减少注册会计师的违规行为。还应尽快出台《内部控制工具指引》,并对内部控制信息披露的具体内容进行详细规范,培养内部控制系统测评的专业人才,使我国的内部控制评价信息更具真实性、规范性与决策参考性。
[Abstract]:In January 2008, Societe Generale lost $7.14 billion in illegal trading of European stock index futures by one of its internal traders, far more than the 1995 bankruptcy of the Bank of Bahrain. In July, the French banking Commissioner imposed a 4 million deal fraud on the grounds of serious internal control deficiencies. Axel Pierron, senior analyst at International Finance Research, said: "Although banks have taken detailed risk management measures to avoid risks, employees familiar with risk control processes within banks have the opportunity to circumvent these procedures to cover up the losses they have caused." A 69-page report reflects on the problems in the internal management of Faxing Bank, but its stock price has plunged by more than 6% since its resumption and its share price has fallen by 20% since 2008. Reliability plays an important role in protecting the legitimate rights and interests of investors and the effective operation of the capital market. But at the same time, the frequent occurrence of major fraud cases makes shareholders and other stakeholders aware that the defective internal control system can not only help enterprises to avoid limited rationality and opportunism, but also possibly. Since the beginning of this century, the Chinese government has gradually begun to formulate laws and regulations on internal control. In June 2001, the Ministry of Finance first promulgated the Internal Accounting Control Standards - Basic Standards (Trial Implementation). Then, five ministries and commissions jointly issued the Application of Internal Control in Enterprises. At present, internal control has been widely used and developed in Listed Companies in China. Compared with the internal control objectives defined by COSO, it also integrates the characteristics of China, such as ensuring asset security and promoting the realization of enterprise strategic objectives. There are also many problems, such as the lack of substance in the disclosure of internal control information, the lack of standards and tools in the evaluation of internal control, which will lead to internal control defects. In view of this, this paper studies the defects of internal control and their influence. This paper is divided into seven chapters with the defects of internal control as the main line. Chapter 1 is an introduction which mainly describes the research background, significance, content and methods of the article, and carries on the key concepts involved in the article and its extension. The second chapter reviews the related literature on internal control deficiencies, summarizes the characteristics of internal control deficiencies and their impact on the market value of listed companies and the cost of debt capital, and further deepens the research content of the article. The third chapter mainly reviews the internal control in China and the United States. The fourth chapter mainly analyzes the causes of internal control defects, so as to make listed companies more targeted risk control, and to enable auditors to audit internal control more efficiently. Chapter 5 and Chapter 6 empirically examine the impact of internal control deficiencies on market value and debt capital cost, and divide listed companies with internal control deficiencies into two groups: issuing internal control self-assessment report group and not issuing report group, in order to test whether issuing internal control self-assessment report will make listed companies listed. Furthermore, the two chapters divide the companies that issue the internal control self-evaluation report into two groups according to whether they issue the internal control audit report at the same time to test whether the audit report will further reduce the impact of internal control defects on the market value and the cost of debt capital. Chapter 7 is a summary of the research results of this paper, and points out the shortcomings and future research directions. The conclusion of this paper is that the size of the company, whether the corporate governance structure is perfect, whether the key financial ratios are abnormal, whether it has undergone mergers and reorganizations in the near future, whether there are too many subsidiaries, whether foreign trade is frequent and so on will form the internal. Therefore, we should establish a good independent director system and audit committee system, formulate a reasonable incentive policy, establish a continuous knowledge evaluation mechanism, and strengthen the follow-up education. We should pay attention to the risks revealed by enterprise financial data, especially profit data, capital structure data, solvency data and flow. Value internal control risks in mergers and reorganizations, encourage companies to list overseas and reduce the frequency of unwarranted change of firms. The existence of internal control flaws will reduce the market value of listed companies and increase the cost of debt capital. For companies with internal control flaws, disclosure of internal control self-assessment reports and internal control review. The effect of accounting report on the market value is not obvious, but it can significantly reduce the cost of debt capital. This is because a small number of self-evaluation reports and audit reports are distorted, and creditors are more symmetrical than minority shareholders, so it is easier to identify the authenticity of internal control information, so it is easier to disclose internal control information. This paper argues that the disclosure system of internal control information should be further standardized, that the disclosure of internal control information should be mandatory, and that the accountability mechanism should be established, with special emphasis on the corresponding responsibilities of the chairman, the general manager and the financial director, including criminal liability and civil liability, and that the cost of violation of the law should be increased. In order to reduce the irregularities of CPAs, teachers'information system and honesty archives should also be promulgated as soon as possible, and the specific contents of the disclosure of internal control information should be standardized in detail, so as to cultivate professional personnel for the evaluation of internal control system, so as to make the evaluation information of internal control more authentic, standardized and decision-making reference. Examination.
【学位授予单位】：天津财经大学
【学位级别】：博士
【学位授予年份】：2014
【分类号】：F275
，
本文编号：2221340
[Abstract]:In January 2008, Societe Generale lost $7.14 billion in illegal trading of European stock index futures by one of its internal traders, far more than the 1995 bankruptcy of the Bank of Bahrain. In July, the French banking Commissioner imposed a 4 million deal fraud on the grounds of serious internal control deficiencies. Axel Pierron, senior analyst at International Finance Research, said: "Although banks have taken detailed risk management measures to avoid risks, employees familiar with risk control processes within banks have the opportunity to circumvent these procedures to cover up the losses they have caused." A 69-page report reflects on the problems in the internal management of Faxing Bank, but its stock price has plunged by more than 6% since its resumption and its share price has fallen by 20% since 2008. Reliability plays an important role in protecting the legitimate rights and interests of investors and the effective operation of the capital market. But at the same time, the frequent occurrence of major fraud cases makes shareholders and other stakeholders aware that the defective internal control system can not only help enterprises to avoid limited rationality and opportunism, but also possibly. Since the beginning of this century, the Chinese government has gradually begun to formulate laws and regulations on internal control. In June 2001, the Ministry of Finance first promulgated the Internal Accounting Control Standards - Basic Standards (Trial Implementation). Then, five ministries and commissions jointly issued the Application of Internal Control in Enterprises. At present, internal control has been widely used and developed in Listed Companies in China. Compared with the internal control objectives defined by COSO, it also integrates the characteristics of China, such as ensuring asset security and promoting the realization of enterprise strategic objectives. There are also many problems, such as the lack of substance in the disclosure of internal control information, the lack of standards and tools in the evaluation of internal control, which will lead to internal control defects. In view of this, this paper studies the defects of internal control and their influence. This paper is divided into seven chapters with the defects of internal control as the main line. Chapter 1 is an introduction which mainly describes the research background, significance, content and methods of the article, and carries on the key concepts involved in the article and its extension. The second chapter reviews the related literature on internal control deficiencies, summarizes the characteristics of internal control deficiencies and their impact on the market value of listed companies and the cost of debt capital, and further deepens the research content of the article. The third chapter mainly reviews the internal control in China and the United States. The fourth chapter mainly analyzes the causes of internal control defects, so as to make listed companies more targeted risk control, and to enable auditors to audit internal control more efficiently. Chapter 5 and Chapter 6 empirically examine the impact of internal control deficiencies on market value and debt capital cost, and divide listed companies with internal control deficiencies into two groups: issuing internal control self-assessment report group and not issuing report group, in order to test whether issuing internal control self-assessment report will make listed companies listed. Furthermore, the two chapters divide the companies that issue the internal control self-evaluation report into two groups according to whether they issue the internal control audit report at the same time to test whether the audit report will further reduce the impact of internal control defects on the market value and the cost of debt capital. Chapter 7 is a summary of the research results of this paper, and points out the shortcomings and future research directions. The conclusion of this paper is that the size of the company, whether the corporate governance structure is perfect, whether the key financial ratios are abnormal, whether it has undergone mergers and reorganizations in the near future, whether there are too many subsidiaries, whether foreign trade is frequent and so on will form the internal. Therefore, we should establish a good independent director system and audit committee system, formulate a reasonable incentive policy, establish a continuous knowledge evaluation mechanism, and strengthen the follow-up education. We should pay attention to the risks revealed by enterprise financial data, especially profit data, capital structure data, solvency data and flow. Value internal control risks in mergers and reorganizations, encourage companies to list overseas and reduce the frequency of unwarranted change of firms. The existence of internal control flaws will reduce the market value of listed companies and increase the cost of debt capital. For companies with internal control flaws, disclosure of internal control self-assessment reports and internal control review. The effect of accounting report on the market value is not obvious, but it can significantly reduce the cost of debt capital. This is because a small number of self-evaluation reports and audit reports are distorted, and creditors are more symmetrical than minority shareholders, so it is easier to identify the authenticity of internal control information, so it is easier to disclose internal control information. This paper argues that the disclosure system of internal control information should be further standardized, that the disclosure of internal control information should be mandatory, and that the accountability mechanism should be established, with special emphasis on the corresponding responsibilities of the chairman, the general manager and the financial director, including criminal liability and civil liability, and that the cost of violation of the law should be increased. In order to reduce the irregularities of CPAs, teachers'information system and honesty archives should also be promulgated as soon as possible, and the specific contents of the disclosure of internal control information should be standardized in detail, so as to cultivate professional personnel for the evaluation of internal control system, so as to make the evaluation information of internal control more authentic, standardized and decision-making reference. Examination.
【学位授予单位】：天津财经大学
【学位级别】：博士
【学位授予年份】：2014
【分类号】：F275
，
本文编号：2221340
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