Abstract as per original application
(English/Chinese): |
The aim of this project is to explore empirically the important question: what is the role and workings of corporate boards in mainland Chinese listed firms.
Corporate boards play a central role in the governance of public companies. The board takes important decisions on such matters as the undertaking of major projects and the hiring of senior executives. It also controls and monitors, so as to align managerial interests more closely with shareholder (and stakeholder) interests. In the past two decades, a string of corporate scandals has thrust the board into the very centre of corporate governance reforms in China and worldwide. Although the comparative literature on the changing board characteristics has been rapidly expanding, the role and workings of Chinese corporate boards remain seriously understudied and under-theorised. This project aims to fill this important lacuna, and thereby to enhance significantly our understanding of corporate governance reforms both in mainland China and more generally.
The project will investigate both types of board – the board of directors and the supervisory board – used in China’s management-supervisory dual-board structure. Drawing on two unique, hand-collected datasets on the dual-boards of Chinese listed firms, as well as qualitative data on the behavioural strategies of board members to be obtained with the support of a network of collaborating PRC securities regulators, this project will present new insights into, among other things, the pattern of board composition, structure and independence, the determinants of board members’ observable behavior (such as voting behavior), and the impact of recent board reforms on the governance of Chinese listed firms.
It is anticipated that the systematic, empirical and comparative analysis of corporate boards in China, which this project offers, will inform and help to generate a more grounded theory for better understanding the role that board reforms play in the protection of shareholder interests and the development of national securities markets, with particular reference to China but also more generally. The importance of such understanding is enhanced by the fact that major China-based corporations are now becoming significant global players as well.
The theoretical and empirical findings of this project will also contribute to better minority shareholder protection in China, as the effectiveness of the legal and regulatory reforms aimed at strengthening shareholder rights is critically dependent on the manner in which boards are held accountable to shareholders.
本研究旨在通過實證方法研究中國上市公司董監事會的作用和運作方式。
董監事會在上市公司治理中扮演至關重要的角色。一方面，董監事會承擔決策職責，決定公司重大投資項目，招聘高級管理人員。另一方面，董監事會還扮演監督者的角色，督促公司管理人員勤勉履職，對公司股東和利益相關方負責。近年來，在中國和世界其他國家不時出現上市公司醜聞，使得董監事會制度成為公司治理改革的重中之重。對於董監事會制度的比較法學研究日益增多，然而對中國董監事會作用和運作方式的實證研究尚付闕如。本課題試圖填補此研究空白，以期加深對公司治理改革的理論和實證研究。
本課題研究對象包括中國上市公司的董事會和監事會。根據定量研究需要，本課題創建兩個特別的資料庫，並系統收集董監事行為特徵的定量資料，希冀在此基礎上研究若干重要問題，例如中國董監事會的組成、結構和獨立性，董監事行為（特別是表決行為）的決定因素，董監事會改革舉措對中國上市公司治理的影響等。
本研究通過系統性的實證和比較分析，將在理論上進一步揭示董監事會制度改革在保護中小股東利益和發展證券市場中的作用。
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