摘要
公司治理机制被认为是影响公司违规的重要因素,然而董事高管责任保险作为一种重要的外部治理机制,是否会影响公司违规尚未得到充分研究。本文研究发现董事高管责任保险显著降低公司违规概率,符合监督效应假说。经工具变量法、Heckman两阶段模型和倾向得分匹配法稳健性检验,上述结论依然成立。影响机制分析表明,董事高管责任保险显著降低了公司违规倾向,显著增加了违规后被稽查的概率,并降低了上市公司的第一类代理成本。对董事高管责任保险的监督职能做进一步分析发现:(1)董事高管责任保险对上市公司经营违规和领导人违规的监督效应更为显著,但对信息披露违规的治理作用并不显著;(2)董事高管责任保险发挥的监督职能与股权属性和保险机构股东治理存在替代效应,与外部审计师治理和董事长CEO二职分离存在互补效应;(3)分组检验结果表明,董事高管责任保险对公司违规的监督效应在外部监管环境较差或者公司内部信息透明度较高的情况下更加显著。本文既提供了保险合约通过公司治理渠道影响公司违规的证据,同时也表明保险机构通过董事高管责任保险为中国资本市场提供了一种较为有效的公司外部治理机制。
The important influence of institutional investors, especially financial institutions, on corporate governance is attracting more and more attention from researchers. Previous studies focus on the supervisory effect of bank loans, the active intervention of hedge funds, and the activities of institutional investors, such as mutual funds and pension funds, that may obtain board seats or even threaten to withdraw investments. However, unlike the above-mentioned institutions, which have economic incentives for holding equity and creditor’s rights, insurance institutions directly address the governance risks associated with corporate governance deficiencies by providing directors’ and officers’ insurance("D&O insurance" hereinafter) to listed companies. Therefore, insurance institutions may have more direct incentives to play a corporate governance role.Corporate fraud has severely damaged investor confidence and reduces the efficiency of capital markets. Therefore, preventing and deterring corporate fraud are very important to protect the interests of investors and the healthy development of capital markets. Both internal and external governance mechanisms are considered to be important factors in preventing corporate fraud because they directly affect the cost of corporate fraud. However, although D&O insurance is an important corporate governance mechanism, its effect on corporate fraud has not been fully studied. Existing theories show that D&O insurance can not only increase the cost of corporate fraud through active and effective external supervision by insurance institutions, but also stimulate the moral hazard and opportunistic behavior of directors and executives by transferring potential litigation risks to insurance companies, thereby increasing the likelihood of corporate fraud. Therefore, the actual role of D&O insurance in corporate fraud is an important empirical research topic.Using a sample of A-share firms listed on the Shanghai and Shenzhen exchanges in the 2000 to 2016 period, we find that D&O insurance significantly reduces the probability of corporate fraud, which conforms the supervisory effect hypothesis. These conclusions remain valid after robustness tests based on the instrumental variable method, Heckman two-stage model, and propensity score matching method. We then discriminate between the supervisory hypothesis and collusion hypothesis to identify the impact mechanism. The collusion hypothesis holds that insurance institutions tend to help insured companies hide corporate fraud to protect their own interests. Therefore, D&O insurance may reduce the probability of corporate fraud’s being revealed but not really affect the corporate fraud tendencies of insured companies. The supervisory hypothesis holds that external supervision by insurance institutions can effectively reduce corporate fraud and increase the probability of inspection. The regression results of a bivariate probit model with partial observability show that D&O insurance is negatively correlated with corporate fraud tendencies and positively correlated with the probability of inspection. We also find that D&O insurance reduces agency costs, which significantly inhibits managerial opportunism. The above results support the supervisory hypothesis and suggest that the collusion hypothesis is not valid.We also do further research in the following three areas.(1) After differentiating between types of corporate fraud, we find that the supervisory effect of D&O insurance on fraud committed by businesses is the most significant.(2) By examining the combined effects of D&O insurance and other governance variables on corporate fraud, we find that D&O insurance has a better governance effect on corporate fraud for state-owned enterprises, when chairmen and CEO positions are separated, and when auditors come from the "Big Four" accountancy firms. However, when insurance institution are shareholders, the marginal governance effect of D&O insurance on corporate fraud is weaker.(3) Grouping the regressions shows that the supervisory effect of D&O insurance on corporate fraud is more significant in poor external supervisory environments or when there is high transparency of internal information.This study not only provides evidence that insurance contracts affect corporate fraud through corporate governance channels, but also shows that insurance institutions provide a more effective corporate governance mechanism for China’s capital market through D&O insurance. Finally, this study may prompt theorists, legislators, and regulators to rethink how decisions about D&O insurance affect corporate governance and corporate fraud. They could provide a reference for decision makers to promote the development of the D&O insurance market.
作者
李从刚
许荣
LI Conggang;XU Rong(Dongwu Business School,Soochow University;School of Finance/Chinese Financial Policy Research Center,Renmin University of China)
出处
《金融研究》
CSSCI
北大核心
2020年第6期188-206,共19页
Journal of Financial Research
基金
中国人民大学科学研究基金(中央高校基本科研业务费专项资金资助)项目(18XNI006)资助。
关键词
董事高管责任保险
公司违规
外部监督
保险治理
Directors’ and Officers’ Insurance
Corporate Fraud
External Supervision
Insurance Governance
