Reading 48 The Corporate Goverance of Listed Companies a manual for investors
CFA考试一级章节练习题精选0329-23(附详解)
CFA考试一级章节练习题精选0329-23（附详解）1、An analyst gathered the following information about a company:Which of the following statements best describes the company’s price-to-earnings ratio (P/E)? Compared with the company’s trailing P/E, the P/E based on the Gordon growth dividend discount model is:【单选题】A.the same.B.higher.C.lower.正确答案:C答案解析:The P/E based on the Gordon growth dividend discount model is lower:Trailing P/EP/E based on the Gordon growth dividend discount model2014 CFA Level I“Equity Valuation: Concepts and Basic Tools,” by John J. Nagorniak and Stephen E. WilcoxSection 52、An equity analyst follows two industries with the following characteristics.Based on the above information, the analyst will most appropriately conclude that compared to the firms in Industry 2, those in Industry 1 would potentially have:【单选题】rger economic profits.B.over-capacity problems.C.high bargaining power of customers.正确答案:A答案解析:“Introduction to Industry and Company Analysis,” Patrick W. Dorsey, Anthony M. Fiore, and Ian Rossa O’Reilly2012 Modular Level I, Vol. 5, pp. 208, 223–233Study Session 14-51-e, h, iDescribe the elements that need to be covered in a thorough industry analysis.Explain effects of industry concentration, ease of entry, and capacity on return on invested capital and pricing power.Describe the principles of strategic analysis of an industry.A is correct. The economic profit (the spread between the return on invested capital and the cost of capital) tends to be larger in industries with differentiated products, greater pricing power, and high switching costs to customers. Industry 1 has these features. Firms in Industry 2, on the other hand, have little pricing power (undifferentiated products and rapid shifts in market shares indicating intense rivalry), which is indicative of potentially smaller economic profits.3、The index weighting that results in portfolio weights shifting away from securities that have increasedin relative value toward securities that have fallen in relative value whenever the portfolio isrebalanced is most accurately described as:【单选题】A.float-adjusted market-capitalization weighting.B.equal weighting.C.fundamental weighting.正确答案:C答案解析:Fundamentally weighted indices generally will have a contrarian "effect" in that the portfolio weightswill shift away from securities that have increased in relative value and toward securities that havefallen in relative value whenever the portfolio is rebalanced.CFA Level I"Security Market Indices," Paul D. Kaplan and Dorothy C. KellySection 3.2.4.4、The type of voting in board elections that is most beneficial to shareholders with a small number of shares is best described as:【单选题】A.statutory voting.B.voting by proxy.C.cumulative voting.正确答案:C答案解析:“The Corporate Governance of Listed Companies: A Manual for Investors,” Kurt Schacht, James C. Allen, and Matthew Orsagh2012 Modular Level I, Vol. 4, pp. 263–266“Overview of Equity Securities,” Ryan C. Fuhrmann and Asjeet S. Lamba2012 Modular Level I, Vol. 5, p. 171Study Session 11-42-g, 14-50-bEvaluate, from a shareowner’s perspective, company policies related to voting rules, shareowner-sponsored proposals, common stock classes, and takeover defenses.Describe differences in voting rights and other ownership characteristics among different equity classes.C is correct. Cumulative voting allows shareholders to direct their total voting rights to specific candidates, as opposed to having to allocate their voting rights evenly among all candidates. Thus, applying all of the votes to one candidate provides the opportunity for a higher level of representation on the board than would be allowed under statutory voting.5、After the public announcement of the merger of two firms an investor makes abnormal returns by going long on the target firm and short on the acquiring firm. This most likely violates which form of market efficiency?【单选题】A.Semi-strong form onlyB.Weak and semi-strong formsC.Semi-strong and strong forms正确答案:B答案解析:“Market Efficiency,” W. Sean Cleary, CFA, Howard J. Atkinson, CFA, and Pamela Peterson Drake, CFA.2013 Modular Level I, Vol. 5, Reading 48, Section 3.2Study Session 13-48-dContrast weak-form, semi-strong-form, and strong-form market efficiency.B is correct. In a semi-strong efficient market, prices adjust quickly and accurately to new information. In this case, prices would quickly adjust to the merger announcement and if the market is semi-strong efficient market, investors acting after the merger announcement would not be able to earn abnormal returns. Therefore, it is a violation of the semi-strong form of market efficiency. Note that the semi-strong form of market efficiency encompasses the weak form. Therefore, both weak and semi-strong forms of market efficiency are violated.。
CFA考试《CFA一级》历年真题精选04(附详解)
CFA考试《CFA一级》历年真题精选04（附详解）1、Which of the following is most likely a sign of a good corporate governance structure?【单选题】A.Independent board members comprise a minority proportion on the company’s board.B.The separation of the chief executive position from the chair position on the company’s board.C.Independent board members are allowed to meet shareholders only in the presence of the entire board.正确答案:B答案解析:“The Corporate Governance of Listed Companies: A Manual for Investors”The CEO and board chair should be separated to prevent too much executive power.2、Which statement best describes option price sensitivities? The value of a:【单选题】A.call option increases as interest rates rise.B.put option increases as volatility decreases.C.put option decreases as interest rates decline.正确答案:A答案解析:“Derivative Markets and Instruments,” Don M. ChanceA is correct. Call options increase in value as interest rates rise.3、The most likely impact of adding commodities to a portfolio of equities and bonds is to:【单选题】A.increase riskB.enhance return.C.reduce exposure to inflation.正确答案:C答案解析:“Investing in Commodities,” Ronald G. Layard-LieschingC is correct. Over the long term, commodity prices are closely related to inflation and, therefore, including commodities in a portfolio of equities and bonds will reduce its exposure to inflation.4、Amanda Janney, CFA, is employed as a fixed-income portfolio manager for CollinsAsset Management Inc.(CAM) , a large international capital managementfirm.Janney signed a non-compete agreement with CAM when she joined CAM.The agreement strictly restricts Janney from contacting CAM's clients for fiveyears after leaving CAM.Janney leaves CAM and immediately sets up anothercompeting firm herself where Janney uses the knowledge and experience shelearns at CAM.In her first week at her new firm, Janney uses public internetsearching to find some of her former clients and recommends her new firm tothem.Janney has most likely violated the Standards of Professional Conduct by:【单选题】A.violating his non-compete agreement signed with CAM.ing public internet searching to find some of her former clients at her newfirm.ing the knowledge and experience she learns at CAM.正确答案:A答案解析:因为签署过同业竞争协议就应该加以遵守，即在离开原来公司后5年内不联系原有雇主的客户，而Janney离开后的第一个星期就利用公开的互联网搜索寻找以前的客户并拉拢这些客户，显然违反了对于雇主忠诚的原则。
P1选择题
问题 1得 0 分，满分 1 分Which of the following would not be a characteristic of the principal-agent relationship?答案所选答案： If the agent has not been paid, he is not bound to carry out his agreedduties.正确答案：The agent may disobey the principal if he believes disobedience is in theprincipal's best interests.问题2得 1分，满分 1 分Corporate governance can be best defined as: 答案所选答案：The system by which companies are directed and controlled正确答案：The system by which companies are directed and controlled问题 3得 1 分，满分 1 分Stakeholders without whose participation the organisation would have difficulty continuing as a going concern are known as:答案所选答案：Primary stakeholders正确答案：Primary stakeholders问题 4得 1 分，满分 1 分Leonardswood Rovers football club has purchased some land to build a new football stadium. The land is in the middle of a residential area. The club's board knows that some local residents will object, but believe they can take measures to mitigate or remove the objections.Which of the following best describes the position of local residents in relation to the decision to build the new stadium? 答案所选答案：Involuntary stakeholders正确答案：Involuntary stakeholders问题5得 0分，满分 1 分What has been the most significant consequence for the corporate governance of large companies that has arisen from development of the joint stock companies?答案所选答案：The growth of institutional shareholding正确答案：The separation of ownership and control问题 6得 1 分，满分 1 分Southead is a large region with a rugged, beautiful coastline where rare birds have recently settled on undisturbed cliffs. However, today , many communities in Southead suffer high unemployment. Goodshovel Explorations has a reputation for maximizing shareholder returns and has discovered substantial tin reserves in Southead. With new technology , mining could be profitable, provide jobs and boost the local economy.However Goodshovel could face difficulties in proceeding because of the activities of a group called the Southead Protection Alliance. This group includes wildlife protection representatives, environmentalists, and anti-capitalism groups and is united under the slogan: 'Leave the birds alone.' Goodshovel's board sees the activities of the pressure group as irrelevant. The chairman has commented: 'Profits are our only concern. They should mind their own business. If this group attempts to disrupt our operations, we should seek the advice of the police.'How does Goodshovel's board view the Southead protection group? 答案 所选答案：Illegitimate stakeholder正确答案：Illegitimate stakeholder问题 7得 0 分，满分 1 分Gogo Garments is a clothing manufacturer that has come under considerable competitive pressure over the last few years. However its fortunes improved a few years ago when it hired Kay V ance as its chief designer. Kay V ance hasused various techniques to increase the speed to the market from original design to finished product, and has used the latest computer technology tocreate designs. She has recruited a team of designers who were keen to work for Gogo because of the reputation Kay V ance has.Recently the chief executive of Gogo has been researching the possibility of re-locating production to China in order to save costs. The levels of interest and power that Kay V ance has in relation to the decision are: 答案 所选答案：High interest; Low power正确答案：High interest; High power问题8得1 分，满分 1 分In the context of corporate governance, which concept can be defined as meaning straightforward dealing and completeness?答案所选答案：Integrity 正确答案：Integrity问题 9得 0 分，满分 1 分Which of the following is not a possible adverse consequence of large shareholdings held by institutional shareholders?答案所选答案： Institutional investors tend to invest in companies with lower risk profiles,with the result that their shares are relatively expensive. 正确答案： Institutional investors stating their voting intentions in advance.问题 10得 1 分，满分 1 分Which of the following is not a feature of transactions cost theory?答案所选答案：Companies will tend towards horizontal integration.正确答案：Companies will tend towards horizontal integration.问题 11得 1 分，满分 1 分Who according to the ICGN report should be responsible for determining, implementing and maintaining a culture of integrity?答案所选答案：The board as a whole正确答案：The board as a whole问题12得1 分，满分 1 分Which of the following disclosure requirements is unlikely to apply to a central government body?答案所选答案：Going concern status正确答案：Going concern status问题 13得 0 分，满分 1 分What can be defined as a contract under which one or more persons engage another to perform some service on their behalf that involves delegating some decision-making authority?答案所选答案：Accountability正确答案：Agency relationship问题 14得 1 分，满分 1 分Which of the following are stakeholders in an organisation? 1.(1) Employees (2) Customers (3) Suppliers(4) Local community 答案所选答案：(1),(2),(3),(4)正确答案：(1),(2),(3),(4)问题15得1 分，满分 1 分In Mendelow's matrix, in which sector are the most significant shareholders found?Low level of interest High level ofinterest Low power A B High powerC D答案所选答案： 4. D 正确答案：4. D问题 16得 1 分，满分 1 分Which of the following is not a generally recommended aspect of good governance?答案所选答案：Employee representation on the board. 正确答案：Employee representation on the board.。
CFA考试一级章节练习题精选0330-47(附详解)
CFA考试一级章节练习题精选0330-47（附详解）1、Which of the following is least likely to be a warning sign of low quality earnings?【单选题】A.Greater use of operating leases than peer companies.e of a higher discount rate in pension plan assumptions.C.A ratio of operating cash flow to net income greater than 1.0.正确答案:C答案解析:“Financial Reporting Quality: Red Flags and Accounting Warning Signs,” Thomas R. Robinson, CFA, and Paul Munter 2011 Modular Level I, Vol. 3, pp. 562-563Study Session: 10-40-b, eDescribe activities that will result in a low quality of earnings.Describe common accounting warning signs and methods for detecting each.A ratio of operating cash flow to net income below 1.0 (not above 1.0) can be a warning sign of low quality earnings.1、Which of the following is least likely a condition present in a “fraud triangle”?【单选题】A.Constraining debt covenants.B.Adding independent members to the Board of Directors.C.Management’s belief that a decline in performance is due to temporary economic conditions.正确答案:B答案解析:“Financial Reporting Quality: Red Flags and Accounting Warning Signs,” Thomas R. Robinson, CFA and Paul Munter2010 Modular Level I, Vol. 3, p. 574“The Corporate Governance of Listed Companies: A Manual for Investors,”2010 Modular Level I, Vol.4, pp. 171–176Study Session: 10-40-c, 11-48-cDescribe the “fraud triangle”.Describe board independence and explain the importance of independent board members in corporate governance.The “fraud triangle” requires incentives (e.g., debt covenants), opportunities, and management’s ability to rationalize (temporary economic conditions). Adding independent members to the Board of Directors should improve corporate governance and hence decrease the opportunity for fraud.1、The following information is available from a company’s 2011 financial statements:Note 6: Employee costsNote 17: Retirement benefit obligationsAmounts recognized in the income statement for the yearThe pension expense (in thousands) reported in 2011 is closest to:【单选题】A.$1,525.B.$2,217.C.$2,253.正确答案:C答案解析:“Non-Current (Long-Term) Liabilities,” Elizabeth A. Gordon and Elaine Henry2012 Modular Level I, Vol. 3, pp. 570–573Study Session 9-32-j, kDescribe defined contribution and defined benefit pension plans.Compare the presentation and disclosure of defined contribution and defined benefit pension plans.C is correct. The pension expense would be the sum of the expense for the defined contribution plan and the defined benefit plan (retirement benefit obligation): 1,525 + 728 = 2,253.1、An analyst does research about cash flow and gathers the following information(in thousands) about a company.Based on the information above, cash paid to suppliers ( in thousands) in 2011is closest to:【单选题】A.$ 11 443B.$ 13 221C.$ 15 651正确答案:A答案解析:$ 14 436 - ( $ 5 980 - $ 3 876) - ( $ 7 321 - $ 6 432 ) = $ 144 36 - $ 2 104 - $ 889 =$ 11 443。
有关会计专业的英文文献
以下是一些与会计专业相关的英文文献的例子：1. "The Role of Accounting in Corporate Governance: A Review of the Literature" - 作者：Scott, William R.这篇文献回顾了会计在企业治理中的作用，讨论了会计信息对企业决策和监管的重要性。
2. "IFRS Adoption and Financial Statement Effects: A Review of the Literature" - 作者：Nobes, Christopher这篇文献回顾了企业采用国际财务报告准则（IFRS）对财务报表的影响研究，探讨了IFRS对会计质量、报表透明度和投资者决策的影响。
3. "The Impact of Auditing on Corporate Governance: A Review of the Literature" - 作者：Abbott, Lawrence J.这篇文献回顾了审计在企业治理中的影响研究，讨论了审计对公司经营绩效、风险管理和内部控制的重要性。
4. "Earnings Management: A Literature Review" - 作者：Healy, Paul M.这篇文献回顾了盈余管理的研究文献，讨论了企业为达到特定目标而操纵财务报表的行为，以及其对投资者、监管机构和公司治理的影响。
5. "The Value Relevance of Accounting Information: A Review of the Literature" - 作者：Ohlson, James A.这篇文献回顾了会计信息的价值相关性研究，探讨了财务报表信息对股票价格、市场价值和投资者决策的影响。
Corporate governance, incentives, and tax avoidance
这种就是分位数回归，最早由Koenker Roger and Bassett Grlbert 于1978 年提
出，是估计一组回归变量X与被解释变量Y的分位数之间线性关系的建模方法， 强调条件分位数的变化。
研究设计
研究方法：
研究设计
研究模型：
研究设计
Tax position EndFin48Bal TAETR Governance and incentives LogNumFinExp PctIndep LogNumDir CEOPortDelta CEOPortVega measured as the firm's ending balance of the uncertain tax benefit account (Compustat TXTUBEND), scaled by the firm's average assets over the period. The mean three-year GAAP ETR (computed as the firm's total tax expense scaled by pre-tax income ) of the firm's size and industry peers minus the firm's three-year GAAP ETR. the natural logarithm of one plus the number of financial experts designated on the board of directors in the year preceding the fiscal year the percentage of independent directors to total directors sitting on the board in the previous year the natural logarithm of one plus the number of total directors sitting on the board in the previous year is the (risk-neutral) dollar change in the firm CEO's equity portfolio value for a 1% change in the (volatility) of the firm's stock price is the (risk-neutral) dollar change in the firm CEO's equity portfolio value for a 1% change in volatility of the firm's stock price cash flow from operations divided by average total assets. the natural logarithm of market value of equity computed for the fiscal year. the natural logarithm of total foreign assets computed for the fiscal year
The Corporate Governance Role of the Media Evidence from Russia
THE JOURNAL OF FINANCE•VOL.LXIII,NO.3•JUNE2008The Corporate Governance Role of the Media:Evidence from RussiaALEXANDER DYCK,NATALYA VOLCHKOVA,and LUIGI ZINGALES∗ABSTRACTWe study the effect of media coverage on corporate governance by focusing on Russiain the period1999to2002.We find that an investment fund’s lobbying increases cov-erage of corporate governance violations in the Anglo-American press.We also findthat coverage in the Anglo-American press increases the probability that a corpo-rate governance violation is reversed.This effect is present even when we instrumentcoverage with an exogenous determinant,the fund’s portfolio composition at the be-ginning of the period.The fund’s strategy seems to work in part by impacting Russiancompanies’reputation abroad and in part by forcing regulators into action.I N RECENT YEARS HEDGE FUNDS have emerged as among some of the most powerful players in corporate governance worldwide.From the dismissal of Deutsche Boerse’s CEO Seifert to McDonalds’spin-off of major assets in an IPO,hedge funds have played a crucial role.The Wall Street Journal labeled them the“new leader”on the“list of bogeymen haunting the corporate boardroom.”1Among the many tactics hedge fund managers use,the most prominent is the tactic of focusing public attention on an underperforming company and shaming the CEO to either resign or change policy(Kahan and Rock(2006)).It is hard to tell,however,whether such a public relations campaign is just a smokescreen for more important maneuvers that take place behind the scenes or is a crucial ingredient of their battle.Can hedge funds(or shareholders in general)increase the level of coverage received by certain news/companies? And if so,does this coverage have any effect on corporate governance outcomes? These questions are hard to address using U.S.data.Because most hedge funds trade in and out of companies very quickly,it is hard to disentangle whether they are simply good at recognizing that the situation is ripe for change or ∗Alexander Dyck is from the University of Toronto.He thanks the Gamma Foundation,the Di-vision of Research,Harvard Business School,and the Rotman School of Management for financial support.Natalya Volchkova is from the New Economic School and works with CEFIR.Luigi Zin-gales is from the University of Chicago and works with NBER and CEPR.He thanks the Gamma Foundation,the CRSP center,and the George Stigler Center at the University of Chicago for finan-cial support.We thank Beatriz Armendariz,Stefano della Vigna,Andrei Shleifer,Andrei Simonov, Ekaterina Zhuravskaya,and seminar participants at Dartmouth,Harvard,Stockholm School of Economics and the NBER for very useful comments.We thank Mehmet Beceren and Victor Xin for their research assistance.1Alan Murray“Hedge Funds Are New Sheriffs of Boardroom,”Wall Street Journal,14December 2005,pg.A2.10931094The Journal of Financewhether they are indeed an agent of change.Further,because hedge funds in the United States(and in most of Europe)also have access to an array of options to address bad corporate governance(from shareholder’s suits to calling an extraordinary general meeting),it is hard to tell whether they succeed because of public relations campaigns or because of the power of their legal rights. In addition,the impact of media campaigns can be reduced by countervailing public relations efforts exerted by firms.To overcome these problems we study shareholders’ability to influence cov-erage and the impact of this coverage on corporate governance by studying the case of Russia over the1999to2002period.Russia presents a useful laboratory setting for this analysis for several reasons.First,during the late1990s,cor-porate governance violations in Russia were very extreme,very common,and very visible,providing an ample field of inquiry.Second,over the1999to2002period,the standard mechanisms to address these violations were either nonexistent or completely ineffective(e.g.,courts were easily corruptible in Russia),allowing us to identify whether media have an independent effect on outcomes.Third,and most important,in Russia there exists an investment fund(the Hermitage Fund)with extremely low turnover that consciously played a media strategy after the1998Russian crisis.In the words of its chairman Bill Brow-der,“Our basic approach is to thoroughly research and understand where the corporate malfeasance is taking place and then go to great pains to simplify the story so the average person can understand what is going on.We then share the stories with the press.By doing so,we want to inflict real consequences—business,reputational and financial”(Dyck(2002),p.9).Since the Hermitage Fund spends resources only when it has money at stake,we can use the Her-mitage’s portfolio composition as an instrument for news coverage.Fourth,during our sample period,Russian managers were just learning about the impact of the press and were unlikely to factor into their decisions the reputational cost the media could impose.Last but not least,in Russia there was a major regime shift at the time of the Russian default,when the level of corporate governance violations exploded. This regime shift makes it unlikely that the pre-default stake of Hermitage (which we use as an instrument)was chosen with a media strategy in mind, eliminating the risk of reverse causality.Besides its role as an ideal laboratory setting,the study of alternative mecha-nisms of corporate governance in an emerging market like Russia is of indepen-dent interest.The fraction of pension money invested in emerging markets with unformed legal systems(like China)is growing rapidly.But Western investors often find themselves at a loss in these markets,where most of the U.S.-type of institutional checks and balances do not work.Hence,our study of an effective alternative corporate governance mechanism can be of great practical interest. To identify a sample of potential corporate governance violations we exploit the fact that a prominent Russian investment bank,Troika Dialog,produced a weekly publication between1998and2002that highlighted all the corporate ac-tions that,in their view,had the potential to severely impact outside investors’The Corporate Governance Role of the Media1095 rights.This definition of potential violation does not necessarily imply that any Russian law was infringed.2Take,for instance,Tomskneft’s dilutive equity is-sue in1999.The issue was approved by shareholders present at the meeting. But very few were able to be present because on the day of the meeting the com-pany announced that the venue had been transferred to a new distant location that shareholders could not possibly reach in time to vote on the proposal. We refine this list by eliminating repeated events and minor violations(like a delay in financial reporting).We then study how much coverage each of these violations received and whether they were stopped or somehow readdressed. Not surprisingly,we find that the magnitude of the violation(which we proxy by the potential loss caused by the announced decision)increases the extent to which it is covered in the Anglo-American media.We also find that,controlling for the severity of the violation,companies receiving more coverage in nor-mal periods(and thus that are more newsworthy)command more attention. Even controlling for these factors,however,we find that the presence of the Hermitage Fund among its shareholders increases the amount of coverage a corporate governance violation receives.This correlation does not appear to be due to the Hermitage Fund’s ability to pick newsworthy companies,since the effect is present even when we use the Hermitage Fund’s stake in companies at the beginning of the period(end of1998).Next,we test whether news coverage in the Russian and prominent English language press surrounding and following the revelation of a potential violation is correlated with the eventual outcome.We find that a bad corporate gover-nance decision is reverted following an increase in coverage of the event in Anglo-American newspapers.More importantly,the probability of this rever-sal is significantly affected by media coverage,even after controlling for other potential determinants of the outcome,such as the degree of foreign ownership and the involvement of international organizations such as the European Bank of Reconstruction and Development(EBRD).By contrast,exposure in the local press has no impact.One explanation for the irrelevance of domestic newspapers is lack of cred-ibility.Another is that shaming only works if the audience shares the same set of values.If diluting minority shareholders is not perceived as terrible by Russian businessmen,then shaming cannot work.To separate these effects,we use a Russian-language publication called Vedemosti.Since this publication is a joint venture between the Wall Street Journal and the Financial Times,it has credibility similar to that of its owners.But being in Russian,it only reaches Russian businessmen and politicians.Our finding that coverage by Vedemosti has no significant effect suggests that in Russia the only shaming that works is shaming that takes place in front of the international business community.2When discussing governance violations we focus on the distributional impact.It is harder to make any overall welfare assessment.Even actions that have an extremely negative distributional impact(such as pure theft)can have a positive efficiency effect,because the consolidation of cash flow rights in one hand can have positive incentive effects as argued in the Russian case by Shleifer (2005)and Guriev and Rachinsky(2005).1096The Journal of FinanceWhile exposure of corporate governance violations in the international press seems to promote some redress,this evidence hardly proves that the press is an instrument of change,let alone that hedge funds are the force behind this change.An egregious corporate governance violation is more likely to be cov-ered by newspapers regardless of any effort by hedge fund managers.And such an egregious violation is also more likely to generate a reaction.To attempt to disentangle these effects,we instrument foreign press coverage with the Her-mitage Fund’s stake in companies at the end of1998.Since the Hermitage Fund will only spend resources lobbying the press if it has some skin in the game, Hermitage’s stake can be considered a good measure of the exogenous com-ponent in news coverage.When we instrument coverage with this exogenous determinant,its estimated impact on outcome does not change,suggesting this link might be causal.As with any instrument,the question remains whether it is truly exogenous. To address this concern we gather additional evidence.The evidence consis-tently points in the direction of causality flowing from news to outcome.In particular,we are able to trace back the mechanism that allows the Hermitage Fund to influence the publication of news.Our estimate of the economic impact of media pressure is large.A one-standard deviation increase in coverage increases the probability of reversal by14percentage points(a49%increase in the average sample probability), and an additional article in the Anglo-American press buys a five percentage point increase in the probability of reversal(or an18%increase with respect to the sample average).Since the average corporate governance violation had the potential to dilute the value of equity by57%and the average(median) company had a book value of equity equal to$1,417million($114million)by the end of our sample period,then the value of an extra article published in the Wall Street Journal or the Financial Times is$40.4million($3.3million).3 If we restrict our attention to those firms with enough trading in their stock to produce a reliable estimate of market value,our estimates are even larger since the average(median)firm had equity value of$2,600million($288million),and the corresponding value of an additional article is$74.2million($8.2million). These results represent the impact that foreign media can have in Russia. In countries like the United States where pro-shareholder values are widely shared among the business community,the impact of media on corporate gov-ernance outcomes is likely to be even stronger(and since firms are larger,its value effect even bigger).Not surprisingly,therefore,publication of much milder violations(such as the excessive compensation of the former NYSE chairman Richard Grasso)has lead to immediate firings or resignations.Our estimates also suggest that with limited resources the Hermitage Fund was able to double the coverage of an event.This magnitude seems more spe-cific to a developing country like Russia.In more developed countries a fund 3These data are based on the calculation0.05∗∗[0.57∗∗book or market value of equity in dollars in January2002].We compute book value of equity based on the80companies that remain alive at this date,and market values for26companies that remain alive in2002where there is sufficient at liquidity in traded stock to compute a meaningful market value.The Corporate Governance Role of the Media1097 like Hermitage may find its impact reduced by countervailing lobbying efforts exercised by the targeted companies.However,that the equilibrium effect is reduced does not mean that the phenomenon is irrelevant in these countries: Firms spend a lot of resources in public relations to diffuse this threat. Finally,we investigate the main mechanism through which the press had an effect.We find that in roughly half of the cases,media pressure leads a regulator or a politician to intervene,while in the remaining half,it is the company itself that relents,realizing the reputational costs of continuing the battle.In sum,this evidence suggests that the primary mechanism through which media coverage has an effect is by increasing the reputational cost of misbehavior vis-`a-vis a relevant audience(in this case Anglo-American investors).This paper contributes to the literature on the real effects of media coverage. Previous work looks at the impact of coverage on the voting behavior of citi-zens(George and Waldfogel(2003)and Della Vigna and Kaplan(2007))as well as of representatives(Dyck,Moss,and Zingales(2005)).Similar to Dyck and Zingales(2002,2004),this paper looks at the impact of coverage on corporate governance.However,rather than focusing on a cross-country correlation be-tween newspaper circulation and various corporate governance outcomes,this paper focuses on a within-country setting where we are better able to identify the impact of the press.In this respect,our paper is similar to Miller(2006)and Dyck,Morse,and Zingales(2007),as both include an examination of the role played by the media in bringing to light corporate fraud in the United States. Our paper is also related to the growing literature on the determinants of possible media biases.Previous work emphasizes the biases generated by advertising pressure(Reuter and Zitzewitz(2006)),media ownership(Besley and Pratt(2006)),competition for audience(Baron(2005),Mullinaithan and Shleifer(2005),and Gentzkow and Shapiro(2006),and the quid-pro-quo be-tween journalists and sources(Dyck and Zingales(2004)).By contrast,this paper looks at the ability of financial institutions,with sufficient“skin in the game,”to influence whether a story makes its way to the international press. Finally,our paper is also related to a large literature on shareholder activism. As nicely summarized by Gillan and Starks(2003)and Karpoff(2001),the bulk of this evidence has focused on pension and mutual funds and their attempt to discipline managers with traditional control mechanisms,such as incentive contracts(Almazan,Hartzell,and Starks(2005)).As in Kahan and Rock(2006), we study a new important player(hedge funds),but we focus on the interaction between this new player and an alternative mechanism:shaming in the press. In addition,our use of Hermitage’s holdings as an instrument allows us to make further progress towards establishing a causal link between activism and outcomes.Note that a limitation of our study,due to the illiquidity of the Russian market,is that we can only look at specific governance disputes rather than overall share performance.The rest of the paper proceeds as follows.In Section I we introduce a par-simonious theoretical framework for considering the impact of the media.We start by arguing that the media can matter,as they impact the reputation of the agents involved.In Section II we explain why we focus on the Russian market.1098The Journal of FinanceSection III describes our research design and data.Section IV studies the de-terminants of media coverage of major corporate governance violations and the impact that the Hermitage Fund has had on this coverage.Section V presents our main results on the effect of media coverage on the probability that corpo-rate governance violations will be addressed.Section VI presents results when we instrument for coverage with the presence of the Hermitage Fund.Section VII discusses the mechanisms through which media affect outcomes.Section VIII concludes.I.What Role Can the Media Play in Corporate Governance?A.The Role of the Media in Information DiffusionThe role of the media is to collect,select,certify,and repackage information. In doing so they dramatically reduce the cost economic agents face to become informed.When the Wall Street Journal reports a table with the quarterly performance of mutual funds,for instance,an investor does not have to spend time collecting all the pieces of information herself,but she can glance at them in a second,for the price of a dollar(plus the opportunity cost of the time spent reading).Furthermore,if there is a strong complementarity between news and entertainment,as is often the case for hot or titillating topics,the media can make the cost of absorbing information negative by packaging news appropriately(Becker and Murphy(1993)and Dyck et al.(2005)).This dramatic reduction(if not elimination)of the cost of collecting infor-mation is very important since,in many situations,individual agents face a rational ignorance(Downs(1957))paradox:The cost of becoming informed ex-ceeds the benefit they can personally gain from that information.Hence,the media have the power to overcome the“rational ignorance”result(Dyck et al. (2005)).By doing so,the media increase the number of people who learn about the behavior of other people,thereby increasing the effect of reputation.In the words of Justice Brandeis:“Publicity is justly commended as a remedy for social and industrial diseases.Sunlight is said to be the best of disinfectants;electric light the most efficient policemen.”4A.1.Which Reputation?Starting with Fama(1980),the finance literature has recognized the impor-tance reputation plays in disciplining corporate managers.The early literature, Fama(1980)and Fama and Jensen(1983),emphasizes managers’reputation vis-`a-vis potential employers,who determine future jobs and wages.Even with recent declines in CEO tenure,CEOs do not hop from job to job frequently. Especially for CEOs of large companies,the probability of reentering the labor market(and thus the importance of their reputation vis-`a-vis future employ-ers)is minimal.By contrast,career concerns might lead directors to act against 4Louis D.Brandeis,1933,Other People’s Money,National Home Library Foundation,pg.62.The Corporate Governance Role of the Media 1099the interest of shareholders.Since directors are appointed by managers,they should care about their reputation vis-`a-vis managers.A more important consideration,however,is the role played by a manager ’s (or a company ’s)reputation vis-`a-vis financial markets,as modeled by Diamond (1989)and Gomes (2000).To the extent a company needs to access financial markets repeatedly ,its reputation will affect the terms of future financing.Since these terms affect the profitability of a company and its ability to exploit future investment opportunities,they will be important even for self-interested managers.Managers also seem to care not about their reputation vis-`a-vis society at large.As Dyck and Zingales (2002)argue,managers often bow to environmental pressures not because such objections are in the interest of shareholders,but because the managers do not want to face the private cost of being portrayed as “a bad guy .”B.The Role of the Media in Corporate GovernanceConsider a manager who has to decide whether to make a decision that might benefit her personally ,but might hurt her reputation and trigger some legal punishment.A simple application of Becker ’s (1968)model suggests that a manager will be dissuaded from such an action if and only if:E (Private benefit)<E (Reputational cost)+E (Punishment)= i p i ∗RC i |i learns about it +πP ,(1)where RC i is the reputational cost of this action vis-`a-vis group i ,p i is the probability group i will receive the news about the manager ’s action and will believe it ,πis the probability of enforcement,and P is the punishment in case of enforcement.The media influence the right-hand side of this equation in four ways.First,by publishing the news they can change p i ,that is,the probability that a given action is known to a certain audience and thus carries a reputational cost.Of course,different media have different audiences,so each medium has a special impact on its own audience ’s p i .If,for instance,a company is planning to raise new finance and it cares about the capital markets ’perception of its own action,it will be very sensitive to coverage in outlets that are read by the financial community .The media can also affect the right-hand side of equation (1)by increasing the reputational cost,RC i .One way they do so is by spinning the news.When the business press chastised the lavish compensation of the former New York Stock Exchange chairman Richard Grasso,many of the same directors who approved the compensation changed their position and denounced it.What triggered this change was not only the diffusion of this information to a large audience (hence a change in p i ),but also the negative characterization of Grasso ’s pay package.This negative slant increased the reputational cost the directors faced1100The Journal of Financeand led to their about face.Another,related,way the press can change RC i is by creating common knowledge.Many oligarchs probably do not condemn a manager who dilutes outsiders,as long as she does it under the radar screen. In fact,they might even congratulate her for her cleverness if she gets away with it.When the dilution becomes public knowledge,however,and is criticized by the international press,the very same oligarchs feel obligated to condemn the violation as well(and shun the offender)to dissociate themselves from that type of behavior.The third way the media can impact the right-hand side of equation(1)is by influencing the probability of enforcement,π.5This impact arises through three channels.The first one is a simple extension of Fama’s model to politicians:They care about their future employers,that is,voters.6The second channel relates to the role of media in the battle between public interest and vested interests.A major reason why vested interests have so much power in political decisions is because of the“rational apathy”of voters(Downs(1957)).As Dyck et al.(2005) argue,however,this rational apathy can be overturned by the media.By mak-ing political news entertaining,the media can overcome voters’cost to become informed and,in so doing,reduce the power of vested interests.For instance, Richard Grasso’s very large compensation became entertaining news and made a much larger group of people aware of the potential conflict of interest intrin-sic to the position of the NYSE chairman,who is in part a defender of the interests of the NYSE seat owners,and in part regulator.This new awareness substantially weakened the position of the NYSE lobbying effort to maintain its monopoly position.The third channel arises because politicians care not only about their reputation vis-`a-vis voters,but also about their reputation (and their country’s reputation)vis-`a-vis foreign countries.Russian President Putin,for example,cares about his own reputation vis-`a-vis the Western world and,in particular,the United States.Any news(especially if reported in the international press)that makes him appear weak or not in control of the situ-ation undermines his credibility in international circles.Therefore,he will be more likely to take an action to address a problem if this problem is visible to the international community.In sum,in the face of a corporate governance violation,a regulator who has to decide whether to intervene faces a trade-off very similar to equation(1).On the one hand,the private benefits of not en-forcing are represented by the effort saved and the gratitude acquired from the company committing the violation.On the other hand,the regulator faces some reputational cost for being perceived as ineffective in her own job.In addition, she faces the risk of a punishment if her inaction violates a law and if this 5The large literature on law and finance emphasizes the importance of legal enforcement as different from the law on the books(LaPorta et al.(1998)and Bhattacharya and Daouk(2002)), but has not explored what drives enforcement.As the discussion below suggests,media pressure can be an important determinant of legal enforcement.6This is not strictly true with a regulatory agency such as the SEC where those in charge have no voters to be accountable to.But it is a reasonable approximation,for the SEC relies for its budget and authority on Congress,and these political overseers care about political concerns related to inactivity.The Corporate Governance Role of the Media1101 law is enforced.By diffusing the news of a corporate governance violation,the media expose the regulator’s lack of activity,increasing the personal cost of her inaction.The SEC,for example,started to ask the NYSE board about its com-pensation practices after the first news of Richard Grasso’s compensation was published in the Wall Street Journal.The publication of that news informed many people about the issue and created some awareness that the SEC was passive on this front.This awareness was sufficient to spur the Commission into action.Finally,the media can affect the right-hand side of equation(1)by impacting the size of the penalty P.This is definitely true if a case goes to trial,because the media can impact the mood of a jury,but it is also true whenever the enforcer has any discretion in the size of the punishment and she is influenced by her reputation vis-`a-vis the public at large.Note that all four of the terms on the right-hand side of equation(1)are ex ante estimates.Hence,what will affect the decision to commit a corporate governance violation is a manager’s expectation of the likelihood the relevant players will learn about his decision and in such an event how harshly his deci-sion will be judged.After the decision has been made,however,what determines the probability with which this decision is reversed is the actual realization of those costs,which is greatly affected by the coverage in the media.Hence,the impact of the media is most visible(albeit not necessarily most important)in environments where managers underestimate ex ante the degree of interven-tion and influence of the media.As we explain momentarily,this was exactly the case in Russia.C.When Are the Media Most Effective?If we look at equation(1),media impact is greater when the media reach a larger number of relevant groups(i.e.,groups with whom managers care to maintain a good reputation)and when the news reporting generates a greater increase in p i.In the language of the media,these two characteristics are dif-fusion and credibility,respectively.Ceteris paribus,the more people a medium reaches,the broader will be the reputational impact of its reports.Further,to produce an increase in p i,the news must come from a credible source,other-wise it will not be believed.If we receive an e-mail coming from an unknown organization that accuses a famous professor of plagiarism,we are unlikely to believe it.If the same news were reported in the New York Times,we would be much more likely to believe it because the New York Times has developed a good reputation(some recent incidents notwithstanding).The effectiveness of the media also depends upon several characteristics of the surrounding environment.First,as discussed in Dyck and Zingales(2002), shaming works when society at large shares the same set of values.French newspapers did not try to shame former President Mitterand for his long-lasting extramarital affair because most French are willing to condone such behavior.However,as former president Clinton experienced first-hand,this is very different from the shared norm in the United States.When it comes to。
企业三权分立治理体系
企业三权分立治理体系英文回答：Corporate Tripartite Governance System.The corporate tripartite governance system refers to the division of corporate governance power among three different parties: shareholders, directors, and managers. This system is designed to ensure that each party has arole in the governance of the corporation and that no one party has too much power.The shareholders are the owners of the corporation and have the ultimate authority over the company. They elect the directors, who are responsible for overseeing the management of the company. The managers are responsible for the day-to-day operations of the company.This system of checks and balances is designed to prevent any one party from gaining too much power and toensure that the corporation is run in the best interests of all stakeholders.Chinese 回答：企業三權分立治理體系。
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a. define and describe corporate governance;
1. 基本概念
公司治理就是要解決代理問題。
談到公司治理議題起源，就必須從Berle & Means(1932)的文章談起。
在其著作中，他們提出所有權及經營權分離的問題，就是在討論股東與經理人之間的代理問題。
研究中發現，1932年美國前兩百大企業中，出資的投資人與經理人多數不是同一人，因此必然存在著某種機制，使得投資者願意將手中之現金，交由陌生之經理人操控。
到底是什麼力量及機制使得投資市場得以如此順利運行？這個觀察以及對代理問題的討論，開啟了學者對於公司治理的注意，引發了此後無數相關的研究。
2. 代理問題
(1) 委託人(principal)與代理人(agent)之間的目標不一致。
(2) 代理人通常是契約關係中的受委託人(fiduciary)。
(3) 在實際上代理問題可以發生在股東及經理人之間、大股東及小股東之間以及股東及債權人之間。
3. 公司的目標
(1) 最大化利潤：利潤的最大化是以股價最大化為原則。
通常股價與EPS有很大的關連，但並不完全一致。
(2) 社會責任
b. discuss and critique characteristics and practices related to board and committee independence, experience, compensation, external consultants, and frequency of elections, and determine whether they are supportive of shareowner protection;
c. describe board independence and explain the importance of independent board members in corporate governance;
1. 董事會的組成
(1) 獨立董事應佔多數而且佔有比較重要的地位
(2) 獨立董事不是公司的員工、廠商、股東或是任何其他可能有利害衝突的關係。
獨立表示該董事能與下列組織或個人保持明顯的距離：公司、子公司及其現任、離職員工，任何有能力影響公司決策的人，公司的高階主管，顧問，監事等。
(3) 董事會應與經理人分離運作。
(4) 董事長與經理人不應同一人。
(5) 董事會的成員應有足夠的道德水準、專業知識及能力
(6) 避免董事的利益衝突(如廠商關係、員工關係等)
(7) 董事會的人數及大小應適合企業的規模
2. 董事會的選舉
(1) 董事會應定期選舉。
(2) 董事會不應自行補足未經股東會同意的缺額。
(3) 股東應能罷免不適任之董事
d. identify factors that indicate a board and its members possess the experience required to govern the company for the benefit of its shareowners; 董事應該有足夠的能力去代替股東管理公司，因此董事因具備
1. 專業知識及能力
(1) 相關產業、科技的背景，或熟悉法令、企業風險等。
(2) 擔任其他公司董事的經驗。
2. 足以令人信任的記錄
(1) 不曾有過違法的事實
(2) 不曾有過道德上的問題
3. 對股東的承諾
(1) 能夠重視對股東的承諾
(2) 有定期地開會
e. explain the provisions that should be included in a strong corporate code of ethics and the implications of a weak code of ethics with regard to
related-party transactions and personal use of company assets;
f. state the key areas of responsibility for which board committees are typically created, and explain the criteria for assessing whether each committee is able to adequately represent shareowner interests;
g. evaluate, from a shareowner’s perspective, company policies related to voting rules, shareowner-sponsored proposals, common stock classes, and takeover defenses.
一. 委員會的運作
公司應成立相關的委員會(committees)包括
1. 稽核委員會(Audit Committee)
(1) 負責確保所有的財務資訊正確且即時。
(2) 應該要由不受企業影響，獨立運作的團隊組成。
(3) 應有財務專業。
(4) 股東應投票決定是否同意企業所雇用之外部稽核人。
2. 報酬委員會(Remuneration/Compensation Committee)
(1) 負責決定董事的報酬。
(2) 應該要由不受企業影響，獨立運作的團隊組成。
(3) 薪資須受到股東的監督及同意。
3. 任命委員會(Nominations Committee)
(1) 負責招募合適的董事會成員、定期評估董事會成員的表現、決定董事成員的提名及繼任流程。
(2) 任命的條件應該公開公正
二. 公司章程
1. 職業道德
(1) 公司章程應清楚說明道德準則並明定禁止公私不分的行為。
(2) 內部職業道德規範應該與相關法令一致。
(3) 內部職業道德規範應該禁止內線交易及其他不法獲利。
(4) 企業內部應有人專職負責公司治理的維護。
(5) 職業道德應定期更新。
(6) 內部章程應明確禁止經理人挪用公司資產。
2. 惡意併購
(1) 章程中不應有公司免於併購的保護如poison pill(自毀條款)。
經理人若沒有好好經營，會使公司股價低落，外界可以低價收購，再將原經理人換掉。
(2) 經理人不應有golden parachute，使其離職時可以擁有大量的資遣費。
(3) 章程中不應允許公司高價買回欲併購者的股分(green mail)
三. 股東參與
1. 委托書
(1) 公司應允許股東使用委托書表達個人看法。
2. 股東投票方式
(1) 股東股票應該匿名(confidential)
(2) 票數可累積(cumulative)
(3) 章程中以不同分類來限制股東投票權時，我們應注意其是否公平合理。
3. 重大事項需由股東大會同意。
(1) 股東要有能夠罷免董事的權力。
(2) 章程應規定重大事項需經股東大會同意。
(3) 股東具有提名權、提案權
四. 金錢誘因
(1) 基本概念
標準的代理問題解決是用金錢，公司賺得多就多給，但成效不彰。
還有用股票選擇權。
當股價上升，股票賣出就能得到錢，但其中爭議很大，股價上升有可能是因為炒作、或是美化財報，安隆案(Enron)就是一個很好的例子。
(2) 經理人的薪資
經理人的薪資應注重能否確保其利益與股東利益一致。
五. 外在法令對股東的保護
法令應協助股東執行其應有的權利。
六. 名聲效果
名聲(reputation)是資訊經濟學中一個解決資訊不對稱的標準作法。
由於交易常常不是一次性的(非單一回合的賽局)，因此經理人為了維持好的名聲，會有誘因去維持其應有的分際。