透明度與公司治理外文翻譯(已修改)
2025-05-31 15:32 本頁(yè)面
【正文】 Transparency and Corporate Governance MaterialSource: Author: Benjamin Hamelin 1 Abstract An objective of many proposed corporate governance reforms is increased transparency. This goal has been relatively uncontroversial, as most observers believe increased transparency to be unambiguously good. We argue that, from a corporate governance perspective, there are likely to be both costs and benefits to increased transparency, leading to an optimum level beyond which increasing transparency lowers profits. This result holds even when there is no direct cost of increasing transparency and no issue of revealing information to regulators or productmarket rivals. We show that reforms that seek to increase transparency can reduce firm profits, raise executive pensation, and inefficiently increase the rate of CEO turnover. We further consider the possibility that executives will take actions to distort information. We show that executives could have incentives, due to career concerns, to increase transparency and that increases in penalties for distorting information can be profit reducing. 2 Introductions In response to recent corporate governance scandals, governments have responded by adopted a number of regulatory changes. One ponent of these changes has been increased disclosure requirements. For example, SarbanesOxley(sox), adopted in response to Enron, WorldCom, and other public governance failures, required detailed reporting of offbalance sheet financing and special purpose entities. Additionally, sox increased the penalties to executives for misreporting. The link between governance and transparency is clear in the public?s (and regulators?) perceptions。 transparency was increased for the purpose of improving governance. Yet, most academic discussions about transparency have nothing to do with corporate governance. The most monly discussed benefit of transparency is that it reduces asymmetric information, and hence lowers the cost of trading the firm?s securities and the firm?s cost of capital. To offset this benefit, mentators typically focus on the direct costs of disclosure, as well as the petitive costs arising because the disclosure provides potentially useful information to productmarket rivals. While both of these factors are undoubtedly important considerations in firms ?disclosure decisions, they are not particularly related to corporate governance. In this paper, we provide a framework for understanding the role of transparency in corporate governance. We analyze the effect that disclosure has on the contractual and monitoring relationship between the board and the CEO. We view the quality of information the firm discloses as a choice variable that affects the contracts the firm and its managers. Through its impact on corporate governance, higher quality disclosure both provides benefits and imposes costs. The benefits reflect the fact that more accurate information about performance allows boards to make better personnel decisions about their executiv
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