【正文】 亞洲的企業(yè)管治摘要：在企業(yè)社會責(zé)任推行是否需要良好企業(yè)管治配合的爭論日益增長的時期，威理夫教授詳細地分析了亞太地區(qū)企業(yè)管治對于企業(yè)可持續(xù)性發(fā)展，推行企業(yè)社會責(zé)任的重要性，以及在各地區(qū)的企業(yè)管治的特點。 Corporate Governance in AsiaAn increasingly important part of debates surrounding CSR practices revolves around the need for good corporate governance in the AsiaPacific region. It is clear that a weak institutional framework for corporate governance is inpatible with the sustainable development of an economy and that poor governance is a barrier to inward investment. Good governance has to be seen as important therefore to the development of all economies, but particularly emerging markets in the region. Therefore, promoting improved corporate governance along with CSR practices is an important part of ensuring development is in the interests of more than just a dominant minority.Good corporate governance increases investor confidence and there is evidence that suggests that where panies introduce good governance practices, share prices rise. But corporate governance is also about creating beneficial relationships with all stakeholders, including shareholders, creditors, employees and the wider munity and environment. This twopart article seeks to review corporate governance issues from an Asia perspective. Ownership and control of many panies in the region differ from that monly seen in the West and there are therefore specific issues that need to be addressed in this context.One key characteristic about Asia is that many of the largest panies in the region are owned and controlled by major controlling shareholders. These are often individuals or families and sometimes the state. Controlling shareholders have strong incentives for monitoring the pany and its management and can often have a positive impact on the governance of the pany. On the other hand their dominance also means that they can force a pany to operate in the interests of the controlling shareholders and this can have negative impacts on smaller minority shareholders.There is therefore a potential conflict arising when dominant controlling shareholders decide to extract private benefits out of a firm to the detriment of minorities. One aspect of corporate governance important in the region is to make sure that powerful individuals and their families do not damage the interests of minority shareholders. It is clear to see therefore, that poor corporate governance can be costly to minority shareholders. On the other hand, controlling shareholders can also suffer from poor corporate governance structures in the form of lower stock valuations, restricted access to equity finance and difficulties in getting credit. Even large listed panies in Asia more often than not have a controlling shareholder. Indeed, it is estimated by the OECD that 85% are under some sort of majority control (defined as having 20% or more of the voting rights). The table below provides an overview of the situation with respect to publicly traded panies in a number of Asian locations:It can be seen therefore that the great majority of controlling shareholders are families or individuals. In some cases it is the state, a financial institution or foreign multinational. In such circumstances, it is assumed that the controlling shareholder has enough votes to prevent unwanted takeovers, appoint directors and determines the oute of a normal vote at a general meeting of the pany. Controlling shareholders rarely need 50% of the vote. In most cases, in bination with “allied” shareholders and passive voters who do not vote at all, control can be exerted with 30% or less of the voting rights.But the particular situation in Asia sometimes means that controlling shareholders actually have even smaller proportions of equity than this but use a number of devices to get themselves even greater voting rights. One way of doing this is to use stock with ‘special’ voting rights which is allowed in some countries. But a more mon way of gaining control over a whole group of panies is to make use of socalled ‘control pyramids’. This is best explained through use of an example.Let us assume that a family owns 40% of a global holding pany (pany A). Company A then has a 40% holding in an Asia –Pacific subsidiary of that pany (pany B). Company B holds 40% of a particular service pany (pany C) and, in turn pany C holds 40% of the stock of one of its contractors (pany D). Since 40% is more than enough stock to effectively control a pany, the family has control over this whole group. It has control over 40% of the voting power of pany D, but, in actual fact only really owns only % of the stock .In Hong Kong the business empire centered around Cheung Kong and Hutchinson Wampoa owned largely by Li KaShing and his family is hugely successful and enormous. A study by Stijn Classens in 2000 suggested that the Li family had 34% of the vote in Hong Kong Electric, for example, but due to an elaborate ownership structure effectively owned only % of it.These sorts of ‘control pyramids’ are widespread. In Malaysia, the Philippines and Taiwan over 35% of listed panies are controlled with a pyramid structure. In Indonesia and Singapore, it is well over 50%. Sometimes they are very useful to bring a group of panies together under one well known brand. But this separation of ownership and control has important implications for the panies’ minority shareholders. As noted previously, in many cases controlling shareholders have an interest in seeing a well managed pany and can be effective in overseeing the corporate governance of the pany. But, at other times, controlling shareholders are in a position to take actions that benefit themselves at the expense of other shareholders. The treatment of minority shareholders is therefore a big issue for corporate governance in the region. The solution is to credibly signal to existing and potential shareholders that their interests will be upheld. There are a number of voluntary ‘ply and disclose’ codes of conduct that ca