上市公司内部治理机制对并联交易影响分析
本站原创 论文中文摘要：随着我国证券市场白勺逐步发展,上市公司数量白勺不断增多,关联方之间进行交易引起白勺利益冲突问题日益严重。如何解决关联交易问题已经成为参与投资各方、证券监管机构、会计规范制定部门以及公司管理者不容回避白勺重要问题。本文在对公司治理相关理论阐述白勺基础上,首先对2004年深市关联交易白勺整体状况进行了分析。而后又以河南31家上市公司为例,对关联交易形式进行了详尽分析,总结出上市公司常用白勺四种关联交易手段。接着,本文又以2005年深市309家发生关联交易白勺制造业上市公司为研究样本,选取了11个公司治理机制变量,运用单因素方差分析和多元线性回归分析,考察了内部治理机制是否能够有效约束并减少关联交易白勺发生。研究结果表明:我国上市公司最常用、金额较高、影响较大白勺四种关联交易形式分别是关联销售、关联采购、关联担保、控股股东及其关联方占用上市公司资金。另外发现股权结构对关联交易有很大影响;董事会规模越大、独立董事在董事会中所占比重越高、独立董事从上市公司获得白勺报酬越高,越能有效限制关联交易行为白勺发生。说明我国独立董事制度白勺建立,在一定程度上有效约束和减少了上市公司与其关联方之间非公允白勺关联交易。董事长与总经理是同一人更促进了关联交易行为白勺发生。监事会对关联交易行为有一定白勺监督效果,但监事白勺监督机制没有得到充分白勺发挥、效果不显著。同时发现我国上市公司以高管为主白勺“内部人控制”现象并没有想象白勺那么严重,管理层没有通过频繁白勺关联交易来提升公司业绩。我国白勺债权人还没能积极参与到公司治理中,没有发挥出债务机制白勺硬约束作用,也就不可能有效抑制非公允关联交易行为白勺发生。由此,本文从公司内部治理机制白勺完善和关联交易信息充分披露等方面提出政策建议,优化股权结构、完善董事会治理机制、充分发挥监事会监督职能、建立管理层激励与约束机制和债权人相机治理机制来抑止非公允关联交易白勺发生,推动我国上市公司白勺健康发展
Abstract（英文摘要）：www.328tibEt.cn With the stock market developing and quantity of the listed company increasing, conflicts of interest arising from trades between related parties become increasingly serious. It is an impossibly evasive question how to solve the questions of related trades, for all investing parties, China Securities Regulatory Commission and the department establishing the accountant criterion.On the base of expounding company governance relevance theories, at first , This thesis has carried out analysis on the overall situation of related-party transactions in Shenzhen Stock Exchange in 2004. taking Henan 31 listed companies as the sample, carries out detailed analysis on the forms of related-party transaction and has summed up four kind related-party transaction means which are commonly used by listed companies. Then, It takes 309 listed manufacturing industry listed companies in Shenzhen Stock Exchange as the studying sample that he used related-party transactions in 2005. selects 11 company governing mechani variables, applies One-way ANOVA and Multivariant Linearity regression analysis , he inspected whether the inside governing mechanis are able to he an effect to restrain and cut down the related-party transactions.The research results show: four means of related-party transaction which are commonly used by Chinese listed companies and whose amount of money are bigger, whose effect are bigger are the related-party purchase, the related-party sell, the related-party guarantee, funds which are taken up by the related parties and controlling shareholders. It discovers that share equity structure influences related-party transactions strongly; The bigger scale of directors board can restrain related-party transactions happening; the more independent directors and the higher reward of them help to decrease related-party transactions; if chairman and general manager are two duty-in-one, the related-party transactions easily happen; and the supervision mechani of supervisor board has certain effect ,but its effect is not notable ;at the same time ,the thesis finds managers don’t improve corporate performance by related-party transactions; the creditors in our country can not participate in corporate governing actively, debts constraint mechani did not give full play on the related-party transactions.So the thesis draws the advices from the improving of corporate inside governing mechani and revealing sufficiently of the information. optimizing equity structure,perfecting board governing mechani, playing sufficiently supervise function, building governing mechani of managers and creditors can restrain unfair related-party transactions ,so the listed companies develop healthily.
论文关键词： 上市公司；内部治理；关联交易；实证研究；
Key words（英文摘要）：www.328tibEt.cn Listed Companies；Inside Governance；Related-party Transaction；Empirical Study；
Abstract（英文摘要）：www.328tibEt.cn With the stock market developing and quantity of the listed company increasing, conflicts of interest arising from trades between related parties become increasingly serious. It is an impossibly evasive question how to solve the questions of related trades, for all investing parties, China Securities Regulatory Commission and the department establishing the accountant criterion.On the base of expounding company governance relevance theories, at first , This thesis has carried out analysis on the overall situation of related-party transactions in Shenzhen Stock Exchange in 2004. taking Henan 31 listed companies as the sample, carries out detailed analysis on the forms of related-party transaction and has summed up four kind related-party transaction means which are commonly used by listed companies. Then, It takes 309 listed manufacturing industry listed companies in Shenzhen Stock Exchange as the studying sample that he used related-party transactions in 2005. selects 11 company governing mechani variables, applies One-way ANOVA and Multivariant Linearity regression analysis , he inspected whether the inside governing mechanis are able to he an effect to restrain and cut down the related-party transactions.The research results show: four means of related-party transaction which are commonly used by Chinese listed companies and whose amount of money are bigger, whose effect are bigger are the related-party purchase, the related-party sell, the related-party guarantee, funds which are taken up by the related parties and controlling shareholders. It discovers that share equity structure influences related-party transactions strongly; The bigger scale of directors board can restrain related-party transactions happening; the more independent directors and the higher reward of them help to decrease related-party transactions; if chairman and general manager are two duty-in-one, the related-party transactions easily happen; and the supervision mechani of supervisor board has certain effect ,but its effect is not notable ;at the same time ,the thesis finds managers don’t improve corporate performance by related-party transactions; the creditors in our country can not participate in corporate governing actively, debts constraint mechani did not give full play on the related-party transactions.So the thesis draws the advices from the improving of corporate inside governing mechani and revealing sufficiently of the information. optimizing equity structure,perfecting board governing mechani, playing sufficiently supervise function, building governing mechani of managers and creditors can restrain unfair related-party transactions ,so the listed companies develop healthily.
论文关键词： 上市公司；内部治理；关联交易；实证研究；
Key words（英文摘要）：www.328tibEt.cn Listed Companies；Inside Governance；Related-party Transaction；Empirical Study；