创业板上市公司董事会特征与经营绩效关系的实证研究
发布时间：2018-12-18 05:26
【摘要】：董事会作为现代公司法人治理的核心已经被学者们所公认，它的出现对于解决公司制公司因所有权与经营权相分离所产生的委托代理问题起到关键作用。董事会通过两大职能的实现来发挥其作用的，这两大职能分别是战略决策以及监督管理。战略决策是指通过发挥董事会各成员的优势来制定关乎公司长远发展的科学决策；监督管理是指代表股东的利益来聘任公司日常经营的管理层人员，同时对其行为进行监督、考核。在目前我国对上市公司投资者相关的法律法规以及证券市场并不完善的情况下，要想提高公司的经营效率、完善公司治理结构，发挥董事会这种内部治理机制的作用就显得尤为重要。 关于董事会特征对公司经营绩效的影响问题，国内外学者进行了较为深入的理论与实证研究，公司界也进行了深入的实践探索与创新。本文首先对国内外学者关于此方面的研究成果进行了综述，以利于了解研究的进度。其次，系统地概述了相关理论，如公司治理相关理论、董事会特征相关理论、公司经营绩效评价理论等等。再次，根据对创业板市场及其上市公司的相关性分析，通过选取创业板上市公司的样本数据，对创业板上市公司董事会特征与经营绩效关系进行实证分析。研究发现如下结论：董事会规模与公司经营绩效存在二次曲线关系，即倒“U”型关系；董事会稳定性与公司以前年度的绩效具有显著的正相关关系，以前年度董事会稳定性低的公司在后续的年度内其绩效会越来越差；董事会领导结构的设置与公司经营绩效并不存在显著相关关系；董事会独立性与公司经营绩效不存在显著相关关系；年度内董事会会议频次与公司经营绩效显著负相关；董事会成员的持股比例、董事前三名薪酬总额都与公司经营绩效显著正相关；董事会成员的平均年龄与公司经营绩效显著负相关，董事会成员男性所占比例与公司经营绩效显著正相关，而董事长的学历背景、董事会成员中硕士及以上学历人数所占比例与公司经营绩效不存在显著相关关系。最后，在分析以上研究结论的基础上，提出了进一步完善董事会治理结构的相关建议，以利于公司经营绩效的提高。相关建议如下：选择适当的董事会规模，并保持其稳定性；建立董事长与总经理两职分离的董事会领导结构；完善独立董事制度以充分发挥其应有的作用；合理安排董事会会议的频次，提高董事会工作的效率；完善董事激励制度；全面提高董事会成员的素质水平。
[Abstract]:As the core of modern corporate governance, the board of directors has been recognized by scholars. Its appearance plays a key role in solving the principal-agent problem caused by the separation of ownership and management rights. The board of directors exerts its function through the realization of two functions, which are strategic decision and supervision and management. Strategic decision refers to the scientific decision about the long-term development of the company by giving full play to the advantages of the members of the board of directors. Supervision and management refers to the appointment of management personnel who represent the interests of shareholders, and the supervision and assessment of their behavior. At present, when the laws and regulations related to the investors of listed companies and the securities market are not perfect in our country, if we want to improve the management efficiency of the companies and improve the corporate governance structure, It is particularly important to give play to the role of the internal governance mechanism of the board of directors. As to the influence of board characteristics on corporate performance, scholars at home and abroad have carried out more in-depth theoretical and empirical research, and the corporate sector has also carried out in-depth practical exploration and innovation. This paper first summarizes the research results of domestic and foreign scholars in order to understand the progress of the research. Secondly, the related theories, such as the theory of corporate governance, the theory of the characteristics of the board of directors, the theory of corporate performance evaluation and so on, are systematically summarized. Thirdly, according to the correlation analysis of gem market and listed companies, through selecting the sample data of gem listed companies, the relationship between the characteristics of board of directors and operating performance of gem listed companies is analyzed empirically. The conclusions are as follows: the relationship between the size of the board of directors and the operating performance of the company is conic, that is, the inverted "U" type relationship; There is a significant positive correlation between the stability of the board of directors and the performance of the company in the previous year. The performance of the company with the low stability of the board of directors in the previous year will become worse and worse in the following year. There is no significant correlation between the establishment of the board of directors' leadership structure and the company's operating performance; there is no significant correlation between the independence of the board of directors and the company's operating performance; the frequency of the directors' meetings in the year is negatively correlated with the company's operating performance. The shareholding ratio of the board members and the total compensation of the top three directors are significantly positively correlated with the company's operating performance; The average age of board members was negatively correlated with company performance, and the proportion of male board members was positively correlated with company performance, while the academic background of the chairman. There is no significant correlation between the proportion of board members with master's degree or above and the company's operating performance. Finally, on the basis of analyzing the above conclusions, the paper puts forward some suggestions on how to improve the governance structure of the board of directors in order to improve the performance of the company. The relevant suggestions are as follows: choosing appropriate board size and maintaining its stability; establishing the board of directors' leadership structure with the separation of chairman and general manager; perfecting the independent director system to give full play to its due role; Reasonable arrangement of the frequency of board meetings to improve the efficiency of the board of directors; improve the incentive system of directors; improve the quality of board members in an all-round way.
【学位授予单位】：山东农业大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：F832.51;F271;F275
本文编号：2385419
[Abstract]:As the core of modern corporate governance, the board of directors has been recognized by scholars. Its appearance plays a key role in solving the principal-agent problem caused by the separation of ownership and management rights. The board of directors exerts its function through the realization of two functions, which are strategic decision and supervision and management. Strategic decision refers to the scientific decision about the long-term development of the company by giving full play to the advantages of the members of the board of directors. Supervision and management refers to the appointment of management personnel who represent the interests of shareholders, and the supervision and assessment of their behavior. At present, when the laws and regulations related to the investors of listed companies and the securities market are not perfect in our country, if we want to improve the management efficiency of the companies and improve the corporate governance structure, It is particularly important to give play to the role of the internal governance mechanism of the board of directors. As to the influence of board characteristics on corporate performance, scholars at home and abroad have carried out more in-depth theoretical and empirical research, and the corporate sector has also carried out in-depth practical exploration and innovation. This paper first summarizes the research results of domestic and foreign scholars in order to understand the progress of the research. Secondly, the related theories, such as the theory of corporate governance, the theory of the characteristics of the board of directors, the theory of corporate performance evaluation and so on, are systematically summarized. Thirdly, according to the correlation analysis of gem market and listed companies, through selecting the sample data of gem listed companies, the relationship between the characteristics of board of directors and operating performance of gem listed companies is analyzed empirically. The conclusions are as follows: the relationship between the size of the board of directors and the operating performance of the company is conic, that is, the inverted "U" type relationship; There is a significant positive correlation between the stability of the board of directors and the performance of the company in the previous year. The performance of the company with the low stability of the board of directors in the previous year will become worse and worse in the following year. There is no significant correlation between the establishment of the board of directors' leadership structure and the company's operating performance; there is no significant correlation between the independence of the board of directors and the company's operating performance; the frequency of the directors' meetings in the year is negatively correlated with the company's operating performance. The shareholding ratio of the board members and the total compensation of the top three directors are significantly positively correlated with the company's operating performance; The average age of board members was negatively correlated with company performance, and the proportion of male board members was positively correlated with company performance, while the academic background of the chairman. There is no significant correlation between the proportion of board members with master's degree or above and the company's operating performance. Finally, on the basis of analyzing the above conclusions, the paper puts forward some suggestions on how to improve the governance structure of the board of directors in order to improve the performance of the company. The relevant suggestions are as follows: choosing appropriate board size and maintaining its stability; establishing the board of directors' leadership structure with the separation of chairman and general manager; perfecting the independent director system to give full play to its due role; Reasonable arrangement of the frequency of board meetings to improve the efficiency of the board of directors; improve the incentive system of directors; improve the quality of board members in an all-round way.
【学位授予单位】：山东农业大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：F832.51;F271;F275
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