1 Background of research 背景研究

 

由于它推出了上市公司治理活動，在世界各地，從20世紀90年代，經過十幾年的發展，公司擁有政府進入互相的時間。雖然上市公司治理的理論非常相互的，但它仍然存在一些不確定的結論。該公司政府還從宏觀經濟到微觀實踐中的力量也就是在上市公司如何根據企業的政府的原則進行戰略合作的政府。 ，提高公司治理能力的基礎上，公司政府投資者的投資決策水平。真正從實踐經驗，一些企業的上市公司治理是非常糟糕，和公司的表現也很糟糕，企業的上市公司治理良好，公司的偏好也非常出色。該公司政府可以影響公司的業績。如何提高上市公司治理水平成為資本市場的力量。許多國家變得進行了一些措施，定期企業的行為，并確保投資者的權利。這些措施包括要求更嚴格的信息披露，廣告確保獨立董事的比例，董事等董事會成員。一些國際機構成為人們關注該公司的政府，如國際貨幣基金組織做出提高上市公司治理作為減少債務的基礎上，獲得幫助。在英國，該公司有政府成為企業估值的重要尺度，從上市公司的分析，研究主要基于財務數據，分析企業的基礎上，上市公司治理估值已經成為了一個新的理想。因此，許多專家開始研究公司的政府和企業的表現實際上許多國家的政府也關注載文關系之間的關系，這將有利于該公司的政府制度，公司的定期的行為。分析上市公司治理的作用機制，完善上市公司治理制度，分析和經濟的發展解決問題。這是理論與企業實踐的興趣。其實上市公司治理的完善，不僅是現代企業制度的框架，但也提高了完全和業績的必要情況。一個好的企業政府應該通過約束，激勵和決策等機制設計和改善公司的業績，是公司重要的保持完全很長一段時間。As it launched a corporation government activities around the world from 1990s, after ten years’ development, the corporation government have enter into mutual time. Although the theory of corporation government is very mutual, but it still exists some unsure conclusions. The force of the corporation government also from the macroeconomics to micro practice that is to say the listed corporation how to make the strategic of corporation government according the principles of corporate government. And improve the level of corporation government ability, the investment decision of investors based on the corporation government. Actually from the practice experience, the corporation government of some companies is very badly, and the performance of corporation also badly, the corporation government of corporation is good, the preference of corporation also very well. The corporation government can affect the performance of corporation. How to improve the level of corporation government becomes the force of capital market. Many countries become carried out some measures to regularly the behavior of corporation, and make sure the right of investors. The measures includes require the more strictly information disclosure, ad make sure the ratio of independent director on the board of director and so on. Some international institutions become concern the corporation government, such as the IMF make the improve corporation government as the basic of decrease the debts, acquire the assist. In United Kingdom, the corporation government have became the important yardstick of valuation of corporation, from the analysis of listed corporation, the research mainly based on the financial data, analysis the valuation of corporation based on the corporation government have became a new ideal. So many experts became research the relationship between corporation government and performance of corporation actually the government of many countries also concern theses relationship, this will benefit to the corporation government system, and regularly the behavior of corporation. And analysis the function mechanism of corporation government, improve the corporation government system, analysis and solve the problem in the development of economics. It is interest for the theory and practice of company. Actually the perfect of corporation government not only is the framework of modern corporation system, but also is the necessary situation of improve the completely and performance. A good corporation government should through constrain、motivation and decision making etc mechanism to design and improve the performance of corporation, it is important for the company keep the completely for a long time. This paper will mainly research the relationship between corporate governance and performance based on the United Kingdom of listed companies, and found some conclusions, this will benefit to improve the level of corporate governance, and regulatory the behavior of corporation, increase the performance of corporation.  #p#分頁標題#e#

2 Literature reviews 文獻
 

They are many experts research the relationship between corporation government and performance, and found many important conclusions, these found will benefit to the research. From the literature of previous experts, and found they are mainly research the effect of corporation government to the performance of corporation from the three parts, the feature of shareholders, the feature of board of directors and the innovation of managers. Due to the corporation government includes the shareholdings structure, the board of directors, the salary of managers the control right of shareholdings and so on, so the experts research the relationship between corporation government and performance mainly on the relationship between the shareholdings structure、the board of directors、the salary of managers、the control right and performance of corporation。 

 

Demsets(1983)found the shareholding structure of corporation should be consider as a endogenous outcome of decisions, this decision will represent the effect of shareholdings and shares trading, the shareholders of private corporation will make the decision to sell the share right, the shareholders of corporation agree to the second, actually they want to change the shareholders structure, and dispersion the shareholders structure. So no matter whether the shareholders is concentrated or dispersion, the shareholders still purchase the maximize benefit, so it not exist the relationship between corporation government and performance or valuation of corporation, while many experts though shareholders structure of corporation is important for the corporation, and affect the level of market, but for the relationship between the shareholders structure and valuation of corporation, Pedersen and Thomsen(2000) research the 435 companies in 12 countries of Europe, and found the relationship between concentration of shareholders structure and performance、valuation of corporation. McConnell and Servaes(1990)research the NYSE and AMEX, and found it exists a curve relationship between Q value of corporation and ratio of internal shareholders. It is inverted “U” curve. 

 

For the relationship between the board of directors of corporation and performance have many conclusions, and have no agreement of this topic, Tricker(1994) the structure of board of directors is the basic of the board of directors play a important role. Fama(1980)thought that a shareholders who have most of directors in the board of directors is not a best board of directors structure. Because the investors will consider the risk decentralized, and make the performance of corporation have no relationship to the benefit of shareholders. When the internal manager market is completely, it will trend to choice the board of directors contain the executive director. Daily and Dalton(1993)found the corporation who have excellent performance is the corporation independent to the corporation government, Weisbash(2007) make a empirical research, and found the board of directors with external directors accounting the leader position will play a important role when the performance of corporation decrease, or face to restructuring. The Gilson(2009) also research the relationship between external directors of corporation and valuation of corporation, and found the external directors will benefit to help the corporation government. Yennack(1996) made the top 500 listed companies in USA, and found the larger of board of directors, the worse of performance of corporation. Eisenberg(1998)made the UK’s listed companies as the sample, and found the larger scale of board of directors, the worse performance of corporation, so the relationship between scale of board of directors and performance of corporation is negative. Boyd(1995)research the relationship between separate CEO from Director and performance of corporation, and found it exists the relationship between separate CEO from director and performance is significant.#p#分頁標題#e#

 

A large body of literature, in real estate as well as in corporate finance, investigates the relation between corporate governance and performance. Most studies focus on one specific aspect of governance such as ownership structure, board composition or executive compensation, and relate this to performance. In their widely cited paper, GIM (2003) construct a so-called G-Index, in which takeover provisions are used as a proxy for the level of shareholder rights. The creation of an index allows for alternative methodologies, but it should be noted that the G-Index is based on one aspect of corporate governance only. Creating “democracy” and “dictatorship” portfolios, the authors find evidence that a trading strategy buying of firms with the greatest shareholder rights and selling companies with the least shareholder rights earned average annualized abnormal returns of 8.5% from 1990 to 1999. Moreover, firm value (Tobin’s q) is inversely related to the number of takeover provisions. The GIM (2003)paper prompted a new stream of literature using different samples and methodologies, all exploiting governance indices rather than individual governance measures.

 

Several of these studies focus on a specific country. Drobetz, Schillhofer and Zimmermann (2004) investigate the impact of governance on firm performance using a self-constructed corporate governance rating for the German market. Their results are in line with GIM (2003), as governance ratings are positively related to firm valuation and a zero-cost trading strategy that shorts firms with low ratings and buys firms with high ratings that leads to an annualized abnormal return of 12% over the sample period. Using a sample of Korean firms, Black, Jang and Kim (2006) are the first to test for endogeneity issues in the relation between an overall governance index and firm value. The results indicate that the relation between their corporate governance index and firm value is causal, thereby eliminating some of the often-voiced concerns on the endogeneity of the relation between governance indices and firm performance.

 

Mehran(2002)found the corporation of USA carry out more managers stock option. Weishach(2001)found if the independent directors have more vote right in the board of directors, the CEO who have wore performance for the corporation will be fired. Borokhovich(2004)found the independent directors will make more decision to fired  the CEO who wore performance for the corporation than the internal directors. While Bhagat and Black (2005)found that the independent directors in the board of directors can not affect the performance of corporation, 

 

For the relationship between salary of managers and performance of corporation is also have many conclusions. Hermalin and Weishach, Griffith(2006)found the relationship between the ratio of CEO hold shares of corporation and the performance of corporation is not the line, the relationship between the ratio of CEO hold shares of corporation and scale of company, the change of performance of corporation, the capital structure is negative. Kaplan and Smith found the mangers stock option can improve the performance of corporation, and found after the managers merger and acquisition through the financing the fund, the performance of corporation will increase. Morck etc research the relationship between the ratio of board of directors hold the shares and the Tobin’s Q value is line and when the ratio is between 0 to 5%, the relationship between the Tobin’s Q and the ratio of board of directors hold the shares is positive. When the between 5% to 25%, the relationship is negative. When it more than 25%, the relationship is still negative. Mark L.Defond and Chul W. Park(2006)found the relationship between the change of managers and the completely of industry is positive, when it is very completely industry, the managers of corporation will change frequently. When it is less completely industry, the change of managers of corporation will less, and what is the relationship between the change of managers of corporation and the performance of corporation. Kaplan fund the it has relationship between the change of managers of corporation and the return of stock, the income of managers, and the relationship is positive. But Aoki etc found the relationship between the change of managers and the return of assets and liquidity is negative relationship. Hambrick and Mason found the strategic choice and performance of corporation is based on the feature of managers of corporation. Michel and Hambrick found it exists the relationship between the performance of corporation and the managers of corporation, many research found that the relationship between the manager and the strategic of corporation is decide on the ability of managers. The feature of managers of corporation will affect the performance of corporation. It includes the age, education level, the work background. all of these will affect the performance of corporation. Shrivastav(2000)found that the corporation consider the environment protect will change the image of corporation and improve the honey of custom and employees. And decrease the cost of built the relationship of every interesting relate. Hillman and Keim(2005) found the interesting relate actually can not improve the performance of corporation, the relation of employee, government and the performance of corporation is positive, the relationship between the satisfied of custom and the environment manage and the performance of corporation is negative, but it is not significant, Berman etc found it has some different form the previous research, and the relationship between satisfied of custom and employees and performance of corporation is positive, the environment manage and the government mangers has no relationship to the performance of corporation. Elron(2007) use the multinational as the sample, and found the relation between background diverse and the performance of corporation is  positive, Boyd(2008) lead to the environment variable, and test the relationship between the separate of CEO and the directors of board of directors and the performance of corporation,  and for the company in the high change industry, the relationship is positive, when it in the low change industry,#p#分頁標題#e#

 

Gompers、Ishii and Metrick(2003) built a corporation government index to research the relationship between the corporation government and performance based on the 1500 listed company in USA from 1990 to 1999, and found the relationship between corporation government and performance of corporation is very high. Drobetz et al(2003) made the German ‘s listed companies as a sample from 1998 to 2002, and found the investors can acquire the 16.4% return based on the corporation government strategic. Bauer、Rob and Guenster(2003) research the relationship between corporation government and performance based on the Europe market. And the relationship between the corporation government and performance and valuation of corporation is positive. Core、Guay and Rusticus(2004)based on the GIM(2003), and research the relationship between corporation government and long tern return of stock, the result is not support that the wore corporation government will not have worse return of stock. Pamela Kent & Jenny Stewart(2010) research the corporate governance and company performance in Australia, and found recommended corporate governance structures relating to the adoption of board sub-committees are sound policy recommendations that enhance performance using the accounting measures ROA and the market-based measure Tobin’s Q. In contrast, the emphasis on board independence guidelines specifically having outside independent directors, has a negative impact on ROA and Tobin’s Q, however, there are conflicting significant results between the accounting and market measures for having a dual CEO/chairperson and board size. Supriti Mishra and Pitabas Mohanty(2014)researched the corporate governance as a value driver for firm performance based on India, and found the board and the proactive indicators influence the firm performance significantly whereas legal compliance indicator does not do so, the composite corporate governance measure is a good predictor of firm performance. 

 

3 Research Objectives 研究目標
 

This paper mainly researches the relationship between the corporate governance and performance of corporation based on the FTSE 250 listed companies (no banking firm). The research objectives includes 

? The effect of corporate governance to the performance of corporation

? Explain the feature of corporate governance, such as why have independent directors in the board of directors, and whether should separate the CEO form the directors of board.

? Improve the corporate governance of UK from the theory and empirical found.

4 Research Question研究問題
 

The mainly research questions include:#p#分頁標題#e#

? What is the relationship between corporate governance and performance of corporation based on the FTSE250 listed companies (no banking firm) in UK

? Does the size of a company’s board of directors have any relationship with performance of corporation? 

? Does the shareholder structure of company have any relationship with performance of corporation? 

? Does the ratio of independent directors in the board of directors have any relationship with performance of corporation? 

? Does the ratio of independent directors in the board of directors have any relationship with performance of corporation? 

? Does the CEO separate from the directors of board of director have any relationship with performance of corporation? 

5 Data數據
 

The performance of corporation variable: They are many approaches to measure performance of company, summary the previous literatures, we will use the return of equity (ROE) and the total valuation of corporation to measure the performance of company. 

The corporation government variables: For the corporate governance, we mainly research the board size, the shareholder structure, independent directors, whether the CEO separate from the directors of board of director, and whether the corporation carry out the managers stock options. This paper mainly application the number of directors on the board measures board size, the shareholding ratio of TOP1 shareholders measures the the shareholder structure, the ratio of independent directors in the board of directors measures independent directors, the dummy variable measure whether the CEO separate from the directors of board of director and whether the corporation carry out the managers stock options.

The control variable: (1)the scale of company(the total asset of company);(2)the capital structure(the ratio of liabilities to asset).

 

In this paper, we mainly use the secondary data. The sample of this paper is FTSE 250 listed companies of UK, and the time is from 2008 to 2013, we get rid of banking firm because the banking firm has different corporate governance. Annual reports will be used to collect required data for each variable in the empirical models. These data will be assessed for quality on the basis of measures of central tendency and measure of variance. Further analysis of data will be performed if and when required. the data of paper mainly collect from Bloomberg、Yahoo finance and so on. 
 

6 Methodology方法論
 

The mainly methodologies includes qualitative analysis and quantitative analysis, the qualitative analysis contains literature reviews, select some previous research conclusions of experts, and investigation, investigates some managers of corporation, and found some conclusions. The quantitative analysis mainly application the empirical research, apply the regression model to research this topic, and this is also the popular methodology to research the relationship between corporation government and performance of corporation. Actually for the regression analysis, we also use the univariate analysis and Multivariate regression analysis. The univariate analysis is mainly the describe statistical, and calculate the means, the max, the min of variable，then application the coefficient analysis to found the relationship of every variable, actually we will describe the history of corporation government of corporation in UK, then found some conclusions. Multivariate regression analysis is a statistical correlation between the process variables of a mathematical statistical method. The basic idea of regression analysis is: Although the independent and dependent variables is not strict, deterministic function, but you can try to find the relationship between them can best represent the mathematical expression. This paper also application the multivariate analysis, and use the regression model to analysis the relation between corporation government and performance of corporation. The detail is found some variables represents the corporation government and performance of corporation. Then use the SPSS statistical software to treat the data. 

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