企业内部治理外文文献翻译
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会计内部控制中英文对照外文翻译文献(文档含英文原文和中文翻译)内部控制系统披露—一种可替代的管理机制根据代理理论,各种治理机制减少了投资者和管理者之间的代理问题(Jensen and Meckling,1976; Gillan,2006)。
传统上,治理机制已经被认定为内部或外部的。
内部机制包括董事会及其作用、结构和组成(Fama,1980;Fama and Jensen,1983),管理股权(Jensen and Meckling,1976)和激励措施,起监督作用的大股东(Demsetz and Lehn,1985),内部控制系统(Bushman and Smith,2001),规章制度和章程条款(反收购措施)和使用的债务融资(杰森,1993)。
外部控制是由公司控制权市场(Grossman and Hart,1980)、劳动力管理市场(Fama,1980)和产品市场(哈特,1983)施加的控制。
各种各样的金融丑闻,动摇了世界各地的投资者,公司治理最佳实践方式特别强调了内部控制系统在公司治理中起到的重要作用。
内部控制有助于通过提供保证可靠性的财务报告,和临时议会对可能会损害公司经营目标的事项进行评估和风险管理来保护投资者的利益。
这些功能已被的广泛普及内部控制系统架构设计的广泛认可,并指出了内部控制是用以促进效率,减少资产损失风险,帮助保证财务报告的可靠性和对法律法规的遵从(COSO,1992)。
尽管有其相关性,但投资者不能直接观察,因此也无法得到内部控制系统设计和发挥功能的信息,因为它们都是组织内的内在机制、活动和过程(Deumes and Knechel,2008)。
由于投资者考虑到成本维持监控管理其声称的(Jensen and Meckling,1976),内部控制系统在管理激励信息沟通上的特性,以告知投资者内部控制系统的有效性,是当其他监控机制(该公司的股权结构和董事会)比较薄弱,从而为其提供便捷的监控(Leftwich et等, 1981)。
内部控制系统披露—一种可替代的管理机制塞尔吉奥-贝里塔会计部门博科尼大学根据代理理论,各种治理机制减少了投资者和管理者之间的代理问题(Jensen and Meckling,1976; Gillan,2006)。
传统上,治理机制已经被认定为内部或外部的。
内部机制包括董事会及其作用、结构和组成(Fama,1980;Fama and Jensen,1983),管理股权(Jensen and Meckling,1976)和激励措施,起监督作用的大股东(Demsetz and Lehn,1985),内部控制系统(Bushman and Smith,2001),规章制度和章程条款(反收购措施)和使用的债务融资(杰森,1993)。
外部控制是由公司控制权市场(Grossman and Hart,1980)、劳动力管理市场(Fama,1980)和产品市场(哈特,1983)施加的控制。
各种各样的金融丑闻,动摇了世界各地的投资者,公司治理最佳实践方式特别强调了内部控制系统在公司治理中起到的重要作用。
内部控制有助于通过提供保证可靠性的财务报告,和临时议会对可能会损害公司经营目标的事项进行评估和风险管理来保护投资者的利益。
这些功能已被的广泛普及内部控制系统架构设计的广泛认可,并指出了内部控制是用以促进效率,减少资产损失风险,帮助保证财务报告的可靠性和对法律法规的遵从(COSO,1992)。
尽管有其相关性,但投资者不能直接观察,因此也无法得到内部控制系统设计和发挥功能的信息,因为它们都是组织内的内在机制、活动和过程(Deumes and Knechel,2008)。
由于投资者考虑到成本维持监控管理其声称的(Jensen and Meckling,1976),内部控制系统在管理激励信息沟通上的特性,以告知投资者内部控制系统的有效性,是当其他监控机制(该公司的股权结构和董事会)比较薄弱,从而为其提供便捷的监控(Leftwich et等, 1981)。
Managing Risk:An Enterprise-wide ApproachBarton·ThomasL1、Shenkir·WilliamG2、Walker·PaulL3Twenty-first century businesses worldwide operate in an environment where f orces such as globalization,technology,the internet,deregulation,restructurings and changing consummer expectations——are creating much uncertainty and prodigious risks. Consider, for example, that no force is having as great an impact on business today as the Internet. And as the internet evolves, companies in all industries are rethinking the basics: business models, core strategies and target customer bases.These new developments create new issues related to risk and risk management. Managing risk on an integrated and enterprise-wide basis is a vital issue confronting executives, with the CFO a key decisionmaker in crafting the company strategy, "I think the point to risk management is not to try and operate your business in a risk-free environment, it's to tip the scale to your advantage. So it becomes strategic rather than just defensive," observed Peter Cox, chief financial officer of United Grain Growers Ltd. (of Canada). To some extent, no matter what its products or services, every organization is in the business of risk management.Most executives would likely agree that risk management is part of their job, and there is probably agreement that risks are increasing rather than decreasing. But ask executives to elaborate on risk management and you'll no doubt get a variety of answers: "It's about preventing disasters," or, "It's something the insurance or finance people handle."Is it just business management?What does "risk management" mean to management in today's companies? Financial Executives Research Foundation recently published a book summarizing research on the subject gleaned from five companies in diverse industries. The book Making Enterprise Risk ManagementPay Off, reports on how the five are implementing enterprise-wide risk management. The companies studied were: Chase Manhattan Corp (now j . P. Morgan Chase & Co.), E.Ldu Pont de Nemours and Co.Microsoft Corp., United Grain Growers, Ltd. and Unocal Corp.One key finding is that risk management is not just about finance insurance or disasters. It's about running the business effectively and understanding, at the core, the fun damental risks facing the business .Tim Ling, president and chief operating officerof Unocal (and the company's former CFO), emphasized, "think you will see almost all companies over the next few years moving in the same direction [as we are],really trying to integrate the notion of risk management with the notion of just business management. To me,running a business is all about managing risk."Successful companies, almost by definition, have managed risks well,but practicing ―risk management‖ has typic ally been informal and implicit. Some companies may have survived without ever knowing their real portfolios of risks. Taking an implicit approach to risk management can be risky itself, as it's caused some major surprises to companies unaware of the explicit risks.Examples include major debacles such as product recalls or fraudulent securities trading, major shifts in markets that management missed or saw too late, and increasingly complex environmental or business changes not recognized by management. Successful risk management today is not just alxsut debacles and the downside –it’s as much about opportunities and the upside. As UGG's Peter Cox .said, it's a "strategic" initiative, not a "defensive" one.A paradigm shiftBy way of definition, enterprisewide risk management, or integrated risk management, is a paradigm shift for many companies. Its goal is to create, protect and enhance shareholder value by managing the uncertainties that could either negatively or positively influence achievementof the organization's objectives. Historically, managing risk was done in 'silos' rather than enter-prise-wide, That is, companies knew how to manage certain obvious risks individually but never thought about examining every risk and involving management in managing all of those risks. Typically, companies would have people who managed process risk, safety risk, insurance, financial and assorted other risks. A result of this fragmented approach was that companies would often take huge risks in some areas of the business while over-managing substantially smaller risks in other areas.Enterprise-wide risk management is a coordinated and focused approach for managing all risks together.What's driving companies to adopt enterprise-wide approaches to risk management? The study found three major reasons. For starters, risk management has gained recognition as companies have seen major debacles occur internally or at other companies. The size of these disasters can be devastating, and executives frequently lose their jobs as a result.Simply stated, one of the main reasons risk management hasbecome necessary is to manage strategically and avoid catastrophes.Secondly, many executives believe risks are greater than ever before. In fact, even being a chief executive is risky. The Economist(Nov. 11, 2000) reported that this past October alone, 129 chief executives left their companies and that the Business Council no longer puts an incoming executive on its member list immediately, but instead waits to see if the newcomer will last. Executives know the risks are there, but they are not sure what to do to manage them. Indeed, many executives would welcome a risk management plan and related risk ini'rastructure.The third reason concerns shareholder value. Companies have learned (as Unocal's Tim Lingexpressed) that managing risk is really about managing the business and therefore managing risk can create shareholder value if done correctly. Susan Stalnecker. DuPont strea.surer. comments on the old view of risk management versus the new,more integrated approach; "What we have is a control process now. We don't have a value creation process.That s what we re trying to do."The risk management processStudy results from ihe five companies clearly indicate there is no "cookie-cutter" or one-size-fits-all approach to risk management. Each company developed different yet overlapping approaches. Yet, in spite of the differences, each company’s management believed that their approach was adding value to their organization. The discussion that follows highlights some of the lessons learned about adding value through enterprise-wide risk management.1. Identify risks. Effective risk management initially means knowing your risks. Each of the case study companies had, in one way or another, made a concerted effort to identify its risks. Risks were identified in a variety of ways: using scenario analysis, brainstorming, performing risk self-assessments and generally by looking across the organization (or enterprise-wide) to make sure they had covered the major business risks. Karl Primm,Unocal’s general auditor, said of the new approach. ―Risk management is not new; managers have been doing this since the beginning of time. An integrated approach, however, does shed new light and benefits on the process." Risk identification is not static. As the business, economy and industry change, so do the risks and so,too. must the risk identification process.2. Rank risks. Once risks are identified, management can determine what to do withthem, depending on the effect of the risk on the business.A good first step in assessing the effect is to rank risks by some scale of impact and likelihood. DuPont implicitly lanks risks, while Microsoftuses risk rankings to generate "risk maps." (Risk maps are a graphical approach for viewing and plotting both likelihood and impact of risks.)Either way,can you imagine trying to run a business without knowing the real risks and without knowing the possible importance of each risk? It's a recipe for poor performance or even disaster. The goal is to make conscious decisions about risk,including all risks facing the business.3. Try to measure risks. As previously noted, some companies implicitly or explicitly rank risks; others decide to validate the risk's perceived importance. These companies want to have more evidence on importance before they make decisions about how to manage the risk.Gathering this additional evidence helps management allocate capital efficiently and avoid over-managingthose risks that are not as important while under-managing those that are important.Risk Measurement ApproachesBut some risks seem to defy reliable measurement. "The approach we have taken in financial risk and business risk is to try to quantify what we can and not necessarily worry that we are unable to capture everything in our measurement," said George Zinn. director of corporate finance for Microsoft, describing how his company views the problem. Still, companies should attempt serious risk measurement because it offers hard data to back up the perceived impact of risks.The most sophisticated measurement of risk occurs in the area of financial risk. Companies are using value at risk or V AR (effect of unlikely events in normal markets), and stress testing (effect of plausible events in abnormal markets)methodologies to measure the potential impact of the financial risks they face. To Microsoft. V AR provides a way to respond to the question. "How much risk is Microsoft taking?" Microsoft's treasurer, Brent Callinicos, said that before the company used V AR. it would have to ask "what they really meant." The risk management group, according to Callinicos, decided it "would tell anyone who asks what we mean when we say we have risk."The measurement of risk has been evolving from financial risk to now include non-financial risk which is more problematic. However, the companies studied havedeveloped eclectic approaches to measuring these various risks. For example:UGG took risk measurement to a new level by developing, among other measures, gain/loss curves for risks. Such curves reveal the dollar effect and likelihood of a risk affecting earnings. In addition, UGG found that a certain subset of its risks contributed to as much as 50 percent of the variance in revenues.Knowing what affects revenue (and earnings) variance is extremely valuable to any organization, and UGG was even able to negotiate insurance coverage incorporating its most significant risk, grain volume, at no incremental cost because the risks were integrated in the insurance package. Also, UGG's risk measurement included more than traditional financial risks.DuPont advanced financial risk measurement even further by developing earnings at risk (EAR) measurement tools. To DuPont,V AR was not as helpful because it's a concept that's haid for some managers to understand and manage. With EAR,DuPont measures the effect of risk on reported earnings. It can then manage risk to a specified earnings level based on the company's risk appetite. With this integrated view, it can even now begin to see how risks affect the likelihood of achieving certain earnings targets. At DuPont. this new approach is dramatically altering the way it manages risk.Chase Manhattan developed its own measurement system - share-holder value added (SV A), because management was concerned that decision-makers were not explicitly considering the cost of risk. ―We're in the business of taking risk, but we’re in the business of getting paid for the risks that we take," said vice chairman Marc Shapiro. Asset growth under SV A has slowed from 15 percent to two percent in only three years, while cash income is at a healthy 17 percent growth rate.Microsoft adds an advanced but different version of scenario analysis to assist with non-financial risk identification and measurement.The company's risk management group has utilized .several scenarios to identify key business risks. As Callinicos emphasized, "The scenarios are really what we're trying to protect against." Two scenarios are he possibility of an earthquake in lie Seattle region and a major downurn in the stock market.In some cases, after a risk was measured, management learned that the real effect of the risk was significantly lower or higher than they had previously believed. This further reflects the value of having good risk measurement. Bottom line:when management knows the real level of the risks they face, they can then manage thoserisks more effectively and successfully.Author affiliation:1Kathryn and Richard Kip Professor of Accounting, and KPMG Research Fellow of Accounting, University of North Florida2William Stamps Farish Professor of Free Enterprise, McIntire School of Commerce, University of Virginia3Associate professor of accounting, McIntire School of Commerce, University of Virginia危机管理:一个企业全面管理的方法托马斯.巴顿1、威廉2、保罗.沃克 3在21世纪全球商业运作的环境中,如全球化、技术力量、互联网、重组和改变消费者的期望等力量正在引起大量不确定性和巨大的风险。
附录A附录B如何监测内部控制内部控制是任何组织有效运行的关键,董事会、执行长和内部审计人员都为实现这个企业的目标而工作;该内部控制系统是使这些团体确保那些目标的达成的一种手段。
控制帮助一个企业有效率地运转。
此外,运用一种有效的风险系统,风险可被降低到最小。
同时,控制促进经营和与经营有关的信息的可靠性。
全美反舞弊性财务报告委员会发起组织(COSO;1992) 在它发布的具有开创性的文件《内部控制整合框架》中,将内部控制定义为:企业风险管理是一个过程,受企业董事会、管理层和其他员工的影响,包括内部控制及其在战略和整个公司的应用,旨在为实现经营的效率和效果、财务报告的可靠性以及法规的遵循提供合理保证。
该委员会还指出,一个的内部控制的系统包括五个要素。
它们是:控制环境、风险评估、信息和沟通、控制活动、监控。
COSO的定义及五个要素已被证明确实对不同的团体,如董事会和首席执行官起到作用。
这些群体对内部控制系统的监管以及系统设计与运行有责任。
而且,内部审计人员已经发现COSO的指导是有用的。
这群人员可能会被董事会或管理层要求去测试控制。
COSO最近发布的一份讨论文件,指出五个要素监控,其中的五个要素的确定在1992 frame work COSO原本。
中国发展简报的题为《内部控制-整合框架:内部控制体系监督指南》(COSO,2007)。
在文件中,COSO 强调监控的重要性,以及这些信息常常被没有充分利用。
因为董事会、执行长,和内部审计人员都在一个公司的内部控制中扮演着重要角色,内部控制的各要素,包括监测,都对所有的团体有着非常重要的意义。
同时,外审计人员对监测有兴趣。
《萨班斯-奥克斯利法案》(2002)为外部审计师创建了一个新的监督体制。
所有的五个要素,包括监测,必须加以考虑。
另外,内部控制审计必须结合对财务报告的检查。
在一体化审计之前,在首席执行官的领导下,也许也在内部审计活动的支持下的管理,评估了内控制体系的有效性。
Managing Risk:An Enterprise-wide ApproachBarton·ThomasL1、Shenkir·WilliamG2、Walker·PaulL3Twenty-first century businesses worldwide operate in an environment where f orces such as globalization,technology,the internet,deregulation,restructurings and changing consummer expectations——are creating much uncertainty and prodigious risks. Consider, for example, that no force is having as great an impact on business today as the Internet. And as the internet evolves, companies in all industries are rethinking the basics: business models, core strategies and target customer bases.These new developments create new issues related to risk and risk management. Managing risk on an integrated and enterprise-wide basis is a vital issue confronting executives, with the CFO a key decisionmaker in crafting the company strategy, "I think the point to risk management is not to try and operate your business in a risk-free environment, it's to tip the scale to your advantage. So it becomes strategic rather than just defensive," observed Peter Cox, chief financial officer of United Grain Growers Ltd. (of Canada). To some extent, no matter what its products or services, every organization is in the business of risk management.Most executives would likely agree that risk management is part of their job, and there is probably agreement that risks are increasing rather than decreasing. But ask executives to elaborate on risk management and you'll no doubt get a variety of answers: "It's about preventing disasters," or, "It's something the insurance or finance people handle."Is it just business management?What does "risk management" mean to management in today's companies? Financial Executives Research Foundation recently published a book summarizing research on the subject gleaned from five companies in diverse industries. The book Making Enterprise Risk ManagementPay Off, reports on how the five are implementing enterprise-wide risk management. The companies studied were: Chase Manhattan Corp (now j . P. Morgan Chase & Co.), E.Ldu Pont de Nemours and Co.Microsoft Corp., United Grain Growers, Ltd. and Unocal Corp.One key finding is that risk management is not just about finance insurance or disasters. It's about running the business effectively and understanding, at the core, the fun damental risks facing the business .Tim Ling, president and chief operating officerof Unocal (and the company's former CFO), emphasized, "think you will see almost all companies over the next few years moving in the same direction [as we are],really trying to integrate the notion of risk management with the notion of just business management. To me,running a business is all about managing risk."Successful companies, almost by definition, have managed risks well,but practicing ―risk management‖ has typic ally been informal and implicit. Some companies may have survived without ever knowing their real portfolios of risks. Taking an implicit approach to risk management can be risky itself, as it's caused some major surprises to companies unaware of the explicit risks.Examples include major debacles such as product recalls or fraudulent securities trading, major shifts in markets that management missed or saw too late, and increasingly complex environmental or business changes not recognized by management. Successful risk management today is not just alxsut debacles and the downside –it’s as much about opportunities and the upside. As UGG's Peter Cox .said, it's a "strategic" initiative, not a "defensive" one.A paradigm shiftBy way of definition, enterprisewide risk management, or integrated risk management, is a paradigm shift for many companies. Its goal is to create, protect and enhance shareholder value by managing the uncertainties that could either negatively or positively influence achievementof the organization's objectives. Historically, managing risk was done in 'silos' rather than enter-prise-wide, That is, companies knew how to manage certain obvious risks individually but never thought about examining every risk and involving management in managing all of those risks. Typically, companies would have people who managed process risk, safety risk, insurance, financial and assorted other risks. A result of this fragmented approach was that companies would often take huge risks in some areas of the business while over-managing substantially smaller risks in other areas.Enterprise-wide risk management is a coordinated and focused approach for managing all risks together.What's driving companies to adopt enterprise-wide approaches to risk management? The study found three major reasons. For starters, risk management has gained recognition as companies have seen major debacles occur internally or at other companies. The size of these disasters can be devastating, and executives frequently lose their jobs as a result.Simply stated, one of the main reasons risk management hasbecome necessary is to manage strategically and avoid catastrophes.Secondly, many executives believe risks are greater than ever before. In fact, even being a chief executive is risky. The Economist(Nov. 11, 2000) reported that this past October alone, 129 chief executives left their companies and that the Business Council no longer puts an incoming executive on its member list immediately, but instead waits to see if the newcomer will last. Executives know the risks are there, but they are not sure what to do to manage them. Indeed, many executives would welcome a risk management plan and related risk ini'rastructure.The third reason concerns shareholder value. Companies have learned (as Unocal's Tim Lingexpressed) that managing risk is really about managing the business and therefore managing risk can create shareholder value if done correctly. Susan Stalnecker. DuPont strea.surer. comments on the old view of risk management versus the new,more integrated approach; "What we have is a control process now. We don't have a value creation process.That s what we re trying to do."The risk management processStudy results from ihe five companies clearly indicate there is no "cookie-cutter" or one-size-fits-all approach to risk management. Each company developed different yet overlapping approaches. Yet, in spite of the differences, each company’s management believed that their approach was adding value to their organization. The discussion that follows highlights some of the lessons learned about adding value through enterprise-wide risk management.1. Identify risks. Effective risk management initially means knowing your risks. Each of the case study companies had, in one way or another, made a concerted effort to identify its risks. Risks were identified in a variety of ways: using scenario analysis, brainstorming, performing risk self-assessments and generally by looking across the organization (or enterprise-wide) to make sure they had covered the major business risks. Karl Primm,Unocal’s general auditor, said of the new approach. ―Risk management is not new; managers have been doing this since the beginning of time. An integrated approach, however, does shed new light and benefits on the process." Risk identification is not static. As the business, economy and industry change, so do the risks and so,too. must the risk identification process.2. Rank risks. Once risks are identified, management can determine what to do withthem, depending on the effect of the risk on the business.A good first step in assessing the effect is to rank risks by some scale of impact and likelihood. DuPont implicitly lanks risks, while Microsoftuses risk rankings to generate "risk maps." (Risk maps are a graphical approach for viewing and plotting both likelihood and impact of risks.)Either way,can you imagine trying to run a business without knowing the real risks and without knowing the possible importance of each risk? It's a recipe for poor performance or even disaster. The goal is to make conscious decisions about risk,including all risks facing the business.3. Try to measure risks. As previously noted, some companies implicitly or explicitly rank risks; others decide to validate the risk's perceived importance. These companies want to have more evidence on importance before they make decisions about how to manage the risk.Gathering this additional evidence helps management allocate capital efficiently and avoid over-managingthose risks that are not as important while under-managing those that are important.Risk Measurement ApproachesBut some risks seem to defy reliable measurement. "The approach we have taken in financial risk and business risk is to try to quantify what we can and not necessarily worry that we are unable to capture everything in our measurement," said George Zinn. director of corporate finance for Microsoft, describing how his company views the problem. Still, companies should attempt serious risk measurement because it offers hard data to back up the perceived impact of risks.The most sophisticated measurement of risk occurs in the area of financial risk. Companies are using value at risk or V AR (effect of unlikely events in normal markets), and stress testing (effect of plausible events in abnormal markets)methodologies to measure the potential impact of the financial risks they face. To Microsoft. V AR provides a way to respond to the question. "How much risk is Microsoft taking?" Microsoft's treasurer, Brent Callinicos, said that before the company used V AR. it would have to ask "what they really meant." The risk management group, according to Callinicos, decided it "would tell anyone who asks what we mean when we say we have risk."The measurement of risk has been evolving from financial risk to now include non-financial risk which is more problematic. However, the companies studied havedeveloped eclectic approaches to measuring these various risks. For example:UGG took risk measurement to a new level by developing, among other measures, gain/loss curves for risks. Such curves reveal the dollar effect and likelihood of a risk affecting earnings. In addition, UGG found that a certain subset of its risks contributed to as much as 50 percent of the variance in revenues.Knowing what affects revenue (and earnings) variance is extremely valuable to any organization, and UGG was even able to negotiate insurance coverage incorporating its most significant risk, grain volume, at no incremental cost because the risks were integrated in the insurance package. Also, UGG's risk measurement included more than traditional financial risks.DuPont advanced financial risk measurement even further by developing earnings at risk (EAR) measurement tools. To DuPont,V AR was not as helpful because it's a concept that's haid for some managers to understand and manage. With EAR,DuPont measures the effect of risk on reported earnings. It can then manage risk to a specified earnings level based on the company's risk appetite. With this integrated view, it can even now begin to see how risks affect the likelihood of achieving certain earnings targets. At DuPont. this new approach is dramatically altering the way it manages risk.Chase Manhattan developed its own measurement system - share-holder value added (SV A), because management was concerned that decision-makers were not explicitly considering the cost of risk. ―We're in the business of taking risk, but we’re in the business of getting paid for the risks that we take," said vice chairman Marc Shapiro. Asset growth under SV A has slowed from 15 percent to two percent in only three years, while cash income is at a healthy 17 percent growth rate.Microsoft adds an advanced but different version of scenario analysis to assist with non-financial risk identification and measurement.The company's risk management group has utilized .several scenarios to identify key business risks. As Callinicos emphasized, "The scenarios are really what we're trying to protect against." Two scenarios are he possibility of an earthquake in lie Seattle region and a major downurn in the stock market.In some cases, after a risk was measured, management learned that the real effect of the risk was significantly lower or higher than they had previously believed. This further reflects the value of having good risk measurement. Bottom line:when management knows the real level of the risks they face, they can then manage thoserisks more effectively and successfully.Author affiliation:1Kathryn and Richard Kip Professor of Accounting, and KPMG Research Fellow of Accounting, University of North Florida2William Stamps Farish Professor of Free Enterprise, McIntire School of Commerce, University of Virginia3Associate professor of accounting, McIntire School of Commerce, University of Virginia危机管理:一个企业全面管理的方法托马斯.巴顿1、威廉2、保罗.沃克 3在21世纪全球商业运作的环境中,如全球化、技术力量、互联网、重组和改变消费者的期望等力量正在引起大量不确定性和巨大的风险。
Project Budget Monitor and ControlAuthor:Yin Guo-liNationality:AmericanDerivation: Management Science and Engineering. Montreal: Mar 20, 2020.With the marketing competitiveness growing, it is more and more critical in budget control of each project. This paper discusses that in the construction phase, how can a project manager be successful in budget control. There are many methods discussed in this paper, it reveals that to be successful, the project manager must concern all this methods.1. INTRODUCTIONThe survey shows that most projects encounter cost over-runs (Williams Ackermann, Eden, 2002,pl92). According to Wright (1997)'s research, a good rule of thumb is to add a minimum of 50% to the first estimate of the budget (Gardiner and Stewart, 1998, p251). It indicates that project is very complex and full of challenge. Many unexpected issues will lead the project cost over-runs. Therefore, many technologies and methods are developed for successful monitoring and control to lead the project to success. In this article, we will discuss in the construction phase, how can a project manager to be successful budget control.2. THE CONCEPT AND THE PURPOSE OF PROJECT CONTROL AND MONITORErel and Raz (2000) state that the project control cycle consists of measuring the status of the project, comparing to the plan, analysis of the deviations, and implementing any appropriate corrective actions. When a project reach the construction phase, monitor and control is critical to deliver the project success. Project monitoring exists to establish the need to take corrective action, whilst there is still time to take action. Through monitoring the activities, the project team can analyze the deviations and decide what to do and actually do it. The purpose of monitor and control is to support the implementation of corrective actions, ensure projects stay on target or get project back on target once it has gone off target。
外文文献及翻译THE CONCEPT OF INTERNALCONTROLSYSTEM: THEORETICALASPECTVaclovas Lakis, Lukas Giriūnas*Vilnius University, LithuaniaIntroductionOne of the basic instruments of enterprise control, whose implementation in modern economic conditions provide conditions for achieving a competitive advantage over other enterprises is the creation of an effective internal control system. In the industry sector, the market is constantly changing, and this requires changing the attitude to internal control from treating it only in the financial aspect to the management of the control process. Internal control as such becomes an instrument and means of risk control, which helps the enterprise to achieve its goals and to perform its tasks. Only an effective internal control in the enterprise is able to help objectively assessing the potential development and tendencies of enterprise performance and thus to detect and eliminate the threats and risks in due time as well as to maintain a particular fixed level of risk and to provide for its reasonablesecurity .The increasing variety of concepts of internal control systems requires their detailed analysis. A detailed analysis of the conceptions might help find the main reasons for their increasing number. It may also help to elaborate a structural scheme of the generalized concept of internal control. Consequently, it may help decrease the number of mistakes and frauds in enterprises and to offer the precautionary means that might help to avoid mistakes and build an effective internal control system.The purpose of the study: to compile the definition of the concept of internal control system and to elaborate the structural scheme of the generalized conception for Lithuanian industrial enterprises.The object of the research: internal control.To achieve the aim, the following tasks were carried out:to examine the definitions of internal control;to design a flowchart for the existing definitions of internal control;to formulate a new internal control system definition;? to identify the place of the internal control system in a company’s objectives and ? its management activities.Study methods: for the analysis of the conceptions of control, internal control, theconcept of internal control system, systematic and comparative means of scietific methods of analysis were used.1. Research of control conceptionAccording to J. Walsh, J. Seward (1990), H. K. Chung, H. Lee Chong, H. K.Jung (1997), control may be divided into two types – internal and external controls those might help to equalize authority or concerned party‘s attitudes to some certain organization control. Internal control involves the supreme enterprise control apparatus and enterprise shareholders, whereas external control might be defined as the power in the market or branch, competitive environment or state business regulation. Such analytical division is essential when analysing industrial or other enterprises, because this attitude to control makes it more specific and properly defined.The identification of an appropriate primary theoretical base is an important task in forming the structure of knowledge about the study subject. Appropriately selected conceptions enable to elucidate the essence of the processes, to characterize them and to realize their interplays and interaction principles. Conceptions may be defined as a summation of empirical cognition which transforms practically achieved results into conceptions. The above ideas might be taken as abstractions and lead to an ungrounded conclusion, and through conceptions the reality might be lost. Operating with more than one conceptions allows to form a universal opinion about the reality. Noteworthy, when operating with conceptions an optimal agreement might be found between theory and practice: using the common point of contact –conceptions –a theorist and a practician will always find the way and understand one another.The main problem of internal control is related to the definition of control conception and the identification of the place of internal control in an organization. Constant changes of the extent, functions and roles of internal control enable to form acommon definition of internal control and to identify its place in an organization.Analysis of the concept of internal control and its interpretation are essential for assessing the internal control system, because the conception of control is widely used not only in scientific research, but also in the daily activities of an enterprise; therefore the same conception might have a lot of various meanings and interpretations. Analysis of the concept provides conditions for the further research, because it is impossible to form a model of internal control assessment if the research object is unknown. A lot of definitions and variations of control can be found in thepublications by Lithuanian and foreign scientists and in public information sources. For example, in the Dictionary of International Words (2002), control is defined as: supervision, inspection of something; comparison of actual and required ? conditions; an enterprise or a group of people that control the work and responsibility of other ? enterprises or groups of people;maintenance of something.?In addition to the above seven internal control, and documentation control. Performance control and worker quality control, etc. The new system of accounting supervision system on the unit interior, the main contents of the internal control system.On the other hand, in the specialized Dictionary of Economic Terms (2005), control is defined as a performance with a definite influence on the management of an enterprise, as rights based on laws and contracts that involve proprietary rights to the whole property or its part, or any other rights that enable to exert a significant influence on the management and performance of an enterprise, or state supervision. Even in common information sources the definitions of control are formulated differently, although the common meaning is quite similar. Analysis and practical studies of Lithuanian scientists’ works enable to state that there is no one solid concept, definition or description of control. For example, E. Bu?kevi?iūt? (2008) says that when control is more particularly defined, its rules and requirements are described in more detail, it becomes more effective, more specific, more psychologically suggestive, it gives more freedom limits of choice for supervisors and less possibilities of lawlessness for people under control when. Identifying the object of the research, it should be noted that different definitions of control are given in scientific studies by Sakalas, 2000; Navickas, 2011; Katkus, 1997; Bu?kevi?iūt?, 2008; Drury, 2012; Bi?iulaitis, 2001; Lee Summers, 1991; Patrick, Fardo, 2009; Spencer, Pickett, 2010; Gupta, 2010 and other Lithuanian and foreign scientists (see Fig. 1).The different conceptions and their interpretations indicate that there is no solid opinion about how to define control, and even scientists and practicians themselves do not agree upon a unified definition or description of control or the conception of internal control and its interpretations. In scientific literature, different interpretations of control conceptions are usually related to different aspects of this conception, and their meaning in different situations may be defined in different ways depending on the situation and other external factors. According to A. Katkus (1997), C. Drury (2009), R. Bi?iulaitis (2001), D. R. Patrick, S. W. Fardo (2009), K. H. S. Pickett (2010), during a long-term period control is usually related to achieving the alreadysettled goals, their improvement and insurance. In other information sources (Dictionary of International Words, 2002; Sakalas, 2000; Bukeviiūt, 2008; Lee Summers, 1991) control is emphasized as a certain means of inspection which provides a possibility to regulate the planned and actual states and their performance. Despite these different opinions, control might be reasoned and revealed as a traditional function of any object of control, emphasized as one of the main self-defence means from the possible threats in the daily performance of an organization. There is also a more modern approach. For example, V. Navickas (2011) and P. Gupta (2010), presenting the concept of control, name it not only as one of the main factors that influence the organization’s performance and influences its management, but also as one of the assessment means of the taken decisions and achieved values. Such interpretation of the conception of control shows the main role of control. For example, R. Kanapickien? (2008) has analysed a big number of control definitions and says that only an effective and useful control should exist in an enterprise because each enterprise tries to implement its purposes and avoid the possible losses, i.e. mistakes and frauds. According to J.A. Pfister (2009), there are several types of control, and they can be grouped into strategic, management, and internal control. Thus, different researchers give different definitions of control, their descriptions have different goals, but different control definitions lead to numerous variations in the analysis of the conception of control. Thus, to create an effective control, the presence of its unified concept becomes a necessity and the basis for ensuring an effective control of the organization’s performance. The existence of different conceptions of control also indicates that there might be different types or kinds of control.2. The conception of internal controlHistorical development of internal control as individual enterprise system is not as broad as other management spheres in science directions. The definition of internal control was presented for the first time in 1949 by the American Institute of Certificated Accountants (AICPA). It defined internal control as a plan and other coordinated means and ways by the enterprise to keep safe its assets, check the covertness and reliability of data, to increase its effectiveness and to ensure the settled management politics. However, the presented definition of control concept has been constantly improved, and nowadays there is quite an extensive set of conceptions that indicates the system of internal control as one of the means of leadership to ensure safety of enterprise assets and its regular development. In 1992, the COSOmodelappeared; its analysis distinguished the concepts of risk and internal control. Nnow, the concept of internal control involved not only accounting mistakes and implementing means of their prevention, but also a modern attitude that might identify the spheres of control management and processes, and also a motivated development of their detailed analysis. The Worldwide known collapses of such companies as Enron, Worldcom, Ahold, Parmalat and others determined to issue in 2002 the Law of Sarbanes–Oxley in the USA, in which attention is focused on the effectiveness of the enterprise internal control system and its assessment. Such a significant law as that of Sarbanes–Oxley has dearly show that not only the internal control system must be concretized and clearly defined, but also the means of implementing the internal control system and assessing their effectiveness must be covered. The concept of internal control was further improved by such Lithuanian and foreign scientists as A.Сонин(2000), D. Robertson (1993), M.R. Simmons (1995), I. Toliatien? (2002), V. Lakis (2007), R. Biiulaitis (2001), J. Mackeviius (2001) and the international scientific organizations COSO, INTOSAI, CICA, IT Governance Institute.A comparative analysis of the introduced concepts of internal control shows that the usage of the concept of internal control is quite broad as it is supposed to involve the performance not only of the state, but also of the private sector. Although the conception of internal control is defined in different ways emphasizing its different aspects, the essential term still remains the same in all authors’ definitions: internal control is the inspection, observation, maintenance and regulation of the enterprise’s work (see Fig. 3.).It should be also be mentioned that the system of internal control may be defined in different ways every time. For example, R. T. Yeh and S. H. Yeh (2007) pay attention to the fact that usually such values as honesty, trust, respect, openness, skills, courage, economy, initiative, etc. are not pointed out, although they definitely can influence not only the understanding of the concept of internal control, but also its definition, because in different periods of time and in different situations it can obtain slightly different shades of meaning. Control and people, and values produced by people or their performance are tightly connected; consequently, internal control must be also oriented to the enterprise’s values, mission and vision; it does not matter how differently authors define the conception assessment limits: significant attention must be paid not to internal control itself, but to the identification of its functions andevaluation. Mostly internal control is concerned with authority management tools that help to control processes and achieve enterprise goals (COSO, 1992; Сонин, 2000; INTOSAI, 2004; CobiT, 2007; Toliatien?, 2002; Coco, 1995).C.J. Buck, J.B. Breuker (2008) declare internal control as a mistake detecting and correctingsystem; although J. Mackevi?ius (2001) and R. Bi?iulaitis (2001a) state that internal control is defined as a summation of certain rules, norms and means, actually such definitions are identical, but internal control must be related to safety, the rational use of property and the reliability of financial accounting.Results of a comprehensive analysis of internal control enable to state that, although different authors give different definitions of internal control, there are still some general purposes of the system of internal control, aimed, to ensure reliable and comprehensive information, to protect the property and documents, to enssure an effective economic performance, observation of accounting principles and presentation of reliable financial records, obeying laws and executive acts, enterprise rules and the effective control of risk. Analysis of concept of internal control, presented in both foreign and Lithuanian literature enables to formulate its generalized definition: the system of internal control is part of enterprise management system, which ensures the implementation of its goals, effective economic and commercial performance, observance of accounting principles and an effective control of risks, which enables to minimize the number of intentional and unintentional mistakes and to avoid frauds in the process of enterprise performance, made by its authority or employees.The internal control is an important symbol of modern enterprise management, through the practice of the conclusion is: to control is strong, weak, without control is controlled, disorderly. The new regulations "accounting law 27 units shall establish and perfect the system of supervision unit interior accountant. Unit interior accountant controls on the execution, the internal control is.The internal control is the formation of a series of measures to control functions, procedures, methods, and standardized and systematized, make it become a rigorous, relatively complete system. According to the control of the internal control can be divided into different purpose accounting control and management control. Accounting control and protection of assets is safe, the accounting information authenticity and integrity and financial activities related to the legitimacy of control, Management control means to ensure operation policy decision, implementation ofbusiness activities and promote the efficiency and effectiveness, and the effect of the relevant management to achieve the goals of control. Accounting control and management control and not mutually exclusive, incompatible, some control measures can be used for accounting control, and can also be used to control.The goal is to ensure that the internal control unit operations efficiency and effect, safety, economic information of assets and financial reports of reliability. Its main functions: one is to achieve target management policy and management, Second is the assets of safety protection unit is complete, prevent loss of assets, Three is to guarantee the business and financial accounting information authenticity and integrity. In addition, the legitimacy of the financial activities within the unit is the internal control goals.Good, although the internal control to achieve these goals, but whether the internal control design and operation, it is not how to eliminate its inherent limitations. This limitation must also be clear and prevention. Main show is: (1) the limited by cost benefit principle, (2) if the employee has different responsibility ignore control program, misjudgment, even the collusion, inside and outside, often cause in fraud internal control malfunction, (3) management personnel abuse, and to set up or Passover control of internal control ignored, also can make the establishment of internal control non-existing.The internal control system in a company must cover and help to properly organize and control the entire activity of the company; thus, according to majority of authors, internal control is all-inclusive activity in financial and management accounting, as well as in the strategic management of projects, operations, personneland the total quality management. However, the most important thing is that internal control should not only cover the entire activity of the company, but also take into account its objectives, goals and tasks in order to make its economic-commercial activity as effective as possible. Analysis of scientific literature in the field shows that it is important not only to predict the particular areas of internal control and interrelate them, but also to stress that the most important objective of internal control is the effective management of risk by identifying and eliminating errors and frauds inside the company. Therefore, the concept of internal control offered by the authors covers a company’s areas of activities, its tasks and objectives; also, it provides for the main goal – an effective risk management.Despite the quantitative indicators used for goal assessment, each enterprise and especially extractive industry enterprises where attention should be focused onavoiding mistakes and fraud should elaborate and introduce a really effective and optimal system of internal control and accounting so as to strengthen its position in the market and optimize profitability.ConclusionsThe analysis of control definitions has shown that rather wide variations of definitions and their interpretations prove control to be a wide concept, mainly due to the fact that control has quite many different aspects and its meaning in different situations may be also defined differently.Nevertheless, there are still some general aspects of the system of internal control, which include ensuring reliable and comprehensive information, protecting the property and documents, to ensure an effective economic performance, keeping to the principles of accounting and presenting reliable financial records, obeying laws and executive acts, enterprise rules and ensuring an effective control of risk.As a result of the study, the authors present an inclusive and generalizing definition of internal control: the system of internal control is part of the enterprise management system that ensures the implementation of the enterprise’s goals, its effect ive economic-commercial performance, observance of accounting principles and an effective control of work risks, which enables to minimize the number of intentional and unintentional mistakes, and to avoid frauds in the process of enterprise performance, made by its authority or employees.中文翻译:内部控制制度:理论研究拉基斯,卢卡斯维尔纽斯大学,立陶宛引言企业控制的基本工具之一,建立一个有效的内部控制制度,为现代经济条件下企业获得竞争优势提供了条件。
LNTU---Acc附录A关于内部控制的意见 如果要证明功能扩展到包含内部控制的有效性,那么报告准则则必须制定,若干基本问题必须被解决。
随着日益频繁增长,审计员听取了他们应该发表的一个效力于客户的内部控制制度建议的意见。
这一证明功能扩展的主张者迅速指出,目前已经有了实例如独立审计师的报告公开他们的客户的内部控制制度和一些政府机构的成效,包括一些空置中的美国证券和交易委员会,都需要一个报告。
这些证实类型的反对者公布了任何关于内部控制的有效性,他们认为,目前有显着性差异监管机构的报告要求和提出意见的内部控制将会误导公众。
本文综述了目前报告的做法,考虑到理想状态相关的危害的特点,并最后提出了一些在任何给与最后判决之前必要的予以回答的问题。
现状报告 虽然审计员的报告中的一些情况提及了内部控制的性质,但作出的本质陈述还有很大不同的效应。
大型银行。
关于对内部控制的观点事实上出现在一些大型银行和看法发行的年度报告中。
有时这些意见是被董事会要求的。
例如,下面的主张出现在1969年年度报告的一个大型纽约银行中,作为第3款的独立会计师的标准短形式的报告: 我们的审核工作包括评价有效性,大块的内部会计控制,其中还包括内部审计。
我们认为,在于程序的影响下,再加上银行内部审计工作人员所进行的审核,这些构成一个有效的系统的内部会计控制。
意见被提供给几个其他银行,但它们基本上引用的意见是一样的。
美国证券交易委员会的规定。
美国证券交易委员会表格X-17A-5,要求独立审计师作出某些有关的内部控制陈述,并必须在每年的大多数成员国家与每一个证券经纪或注册的交易商根据1934年证券交易法第15条进行交流时。
此外,美国证券交易委员会的第17a-5(g)规定要求独立的核数师的报告要包含“一份如,是否会计师审查了程序,要安全措施保障客户的证券的声明中”此外,许多股票交易所要求该报告要表明审查已取得的“会计制度,内部会计控制和程序,是为维护证券,包括适当的测试它们对以后的期间,检验日期前”,很显然,美国证券交易委员会的工作人员更倾向于考虑,会计师包括了语言相似,所要求的所有报告的交流提交给证券交易委员会。
附录A公司治理与高管薪酬:一个应急框架总体概述通过整合组织和体制的理论,本文开发了一个高管薪酬的应急办法和它在不同的组织和体制环境下的影响。
高管薪酬的研究大都集中在委托代理框架上,并承担一种行政奖励和业绩成果之间的关系。
我们提出了一个框架,审查了其组织的背景和潜在的互补性方面的行政补偿和不同的公司治理在不同的企业和国家水平上体现的替代效应。
我们还讨论了执行不同补偿政策方法的影响,像“软法律”和“硬法律”。
在过去的20年里,世界上越来越多的公司从一个固定的薪酬结构转变为与业绩相联系的薪酬结构,包括很大一部分的股权激励。
因此,高管补偿的经济影响的研究已经成为公司治理内部激烈争论的一个话题。
正如Bruce,Buck,和Main指出,“近年来,关于高管报酬的文献的增长速度可以与高管报酬增长本身相匹敌。
”关于高管补偿的大多数实证文献主要集中在对美国和英国的公司部门,当分析高管薪酬的不同组成部分产生的组织结果的时候。
根据理论基础,早期的研究曾试图了解在代理理论方面的高管补偿和在不同形式的激励和公司业绩方面的探索链接。
这个文献假设,股东和经理人之间的委托代理关系被激发,公司将更有效率的运作,表现得更好。
公司治理的研究大多是基于通用模型——委托代理理论的概述,以及这一框架的核心前提是,股东和管理人员有不同的方法来了解公司的具体信息和广泛的利益分歧以及风险偏好。
因此,经理作为股东的代理人可以从事对自己有利的行为而损害股东财富的最大化。
大量的文献是基于这种直接的前提和建议来约束经理的机会主义行为,股东可以使用不同的公司治理机制,包括各种以股票为基础的奖励可以统一委托人和代理人的利益。
正如Jensen 和Murphy观察,“代理理论预测补偿政策将会以满足代理人的期望效用为主要目标。
股东的目标是使财富最大化;因此代理成本理论指出,总裁的薪酬政策将取决于股东财富的变化。
”影响积极组织结果的主要指标是付费业绩敏感性,但是这种“封闭系统”法主要是在英美的代理基础文献中找到,假定经理人激励与绩效之间存在普遍的联系,很少的关注在公司被嵌入的不同背景。
内部治理结构与盈余管理本文探讨了公司的内部治理结构对盈余管理的约束作用。
这是假设盈余管理系统地涉及到公司内部治理机制的各个方面的前提下进行的研究,研究包括董事会的力量,审计委员会,内部审计职能的变化与外部审计师的选择四个方面。
基于横截面模型以2000年末在澳大利亚上市的434家公司为样本,将可控性应计利润作为衡量盈余管理的水平,发现董事会及审计委员会的非执行董事的人数越多盈余管理的可能性越低。
内部审计职能和审计机构的选择与盈余管理没有显著的相关性。
我们进一步分析还发现,利用收入的增加作为盈余管理的替代变量时,盈余管理和审计委员会的存在具有负相关关系。
关键词:审计委员会;公司治理;盈余管理;内部审计职能1 前言最近在澳大利亚及海外的操纵会计行为的案件表明公司治理机制的重要性,强有力的公司治理涉及到与公司绩效水平监测的一个适当的平衡(Cadbury,1997)。
在本论文中,我们以澳大利亚的公司治理为例探索治理机制与盈余之间的关系,因此,我们的重点是治理的监督作用。
我们研究的是独立的董事局(ShleiferandVishny,1997),独立委员会主席,一个有效的审计委员会(MenonandWilliams,1994年),内部审计(Clikeman,2003年)和外部审计师的选择使用(贝克尔埃塔尔,1998;弗朗西斯埃塔尔,1999)对盈余管理产生的影响。
在此之前的研究已经调查了治理机制可以减少欺诈性财务报告的产生(比斯利,1996; Dechowetal,1996年)。
这些研究认为有效的治理机制和真实的财务报告与违反一般公认会计原则(GAAP)呈负相关关系。
不过,相对较新的研究领域是公司治理与盈余管理。
Peasnell等(2000)研究表明盈余管理与董事会的独立性是负相关的,而另一些研究发现审计委员会与盈余管理之间存在显着的关系(Chtourouetal.2001; Xieetal,2001)。
澳大利亚公司内部治理结构和盈利管理实践检验是具有前提条件的,而Peasnell使用的数据主要是研究美国的。
文献出处:Acharya V V, Myers S C, Rajan R G. The internal governance of firms [J]. The Journal of Finance, 2011, 66(3): 689-720.原文The Internal Governance of FirmsVIRAL V. ACHARYA, STEWART C. MYERS, and RAGHURAM G. RAJANWe develop a model of internal governance where the self-serving actions of top management are limited by the potential reaction of subordinates. Internal governance can mitigate agency problems and ensure that firms have substantial value, even with little or no external governance by investors. External governance, even if crude and uninformed, can complement internal governance and improve efficiency. This leads to a theory of investment and dividend policy, in which dividends are paid by self-interested CEOs to maintain a balance between internal and external control.The people you pay are more important over time than the people who pay you.A PUBLIC CORPORATION is commonly viewed as an organization run by CEOs and monitored by a board of directors on behalf of shareholders. This governance structure separates decision management (by the CEO and other managers) from decision control (by the board) and from investment and risk-bearing (by public shareholders), and is viewed as reasonable and efficient (Fama and Jensen (1983a, 1983b) and Jensen (2000)) provided that decisions are made to maximize the value of shareholders’ residual claim. Many public corporations thrive under this governance structure.Yet the clear evidence that public corporations “work” has to be set against the equally clear evidence that most shareholders have little control over boards (Monks (2008)) and that many boards treat CEOs generously (Bebchuk and Fried (2004)). CEOs are self interested, and hence not automatically faithful servants of the shareholders (Jensen (1986, 1993), Morck, Shleifer, and Vishny(1990), and Shleifer and Vishny (1989, 1997)). The market for corporate control can provide somediscipline, but it is hard to see it as effective in controlling operational decisions. How, then, can one reconcile the survival and apparent efficiency of the public corporation with the weak channels through which it is supposedly governed?In this paper, we argue that there are important stakeholders in the firm, particularly subordinate managers, who care about its future. Because of their power to withdraw their contributions to the firm, these stakeholders can force the CEO to act in a more public-spirited and far-sighted way, even if the CEO acts in his own short-term self interest and shareholders are dispersed and powerless. We call this process internal governance.The main departure of this paper from most of the existing literature is our treatment of the firm as a composition of diverse agents with different horizons, interests, and opportunities for misappropriation and growth. To understand how the differences among diverse agents lead to internal governance, we first consider a partnership run by an old CEO who is about to retire. The CEO has a young manager working under him who will be the future CEO. Three ingredients go into producing the firm’s cash flow: the firm’s capital stock; the CEO’s ability to manage the firm, which depends on his skill and firm-specific knowledge; and the young manager’s effort, which allows her to learn and prepare for promotion.We assume that the CEO can commit to an investment plan, which means the CEO will leave behind a predetermined amount of capital stock. The CEO can appropriate everything else: he can divert cash out of the firm, consume perks, or convert cash to leisure by shirking. The CEO cannot directly commit future CEOs to any course of action in this period or in the future.Because the CEO has a short horizon, he could simply decide to take all of the cash flow, investing nothing for the future. However, he nee ds the young manager’s effort in order to generate the cash flow. If the manager sees that the CEO will leave nothing behind, she has scant incentive to exert effort, and cash flow will fall significantly. To forestall such an outcome, the CEO commits to investing some fraction of current cash flow, building or enhancing the firm’s capital stock in order to create a future for his young employee, thereby motivating her. This allows the firm tobuild substantial value despite being led by a sequence of myopic and rapacious CEOs.We show that internal governance is most effective when both the CEO and the manager contribute to the firm’s cash flows. If the CEO’s contributions dominate, he has no desire to limit his capture of cash flow in order to provide incentives for the manager. If, on the other hand, the manager’s contributions dominate, she has little incentive to learn because she cannot capture value today, and learning will be of little use when she does become the CEO.We extend the basic model by allowing the CEO to commit to sell the firm to the manager when he retires. We show that if the manager has the necessary cash to buy the firm from the CEO at the end of the latter’s tenure, then the CEO’s horizon can effectively be lengthened to coincide with that of the firm. This rolling partnership, therefore, increases investment to a constrained efficient level—it essentially reduces the firm’s agency problem down to the problem of incentivizing managerial effort. Of course, many junior managers will lack the wealth or borrowing capacity to buy the firm from the CEO, and thus the rolling partnership will often not be feasible. Outside equity can help recover some of the effects of the rolling partnership, however. We show that a combination of internal governance and a rudimentary form of outside governance by shareholders can improve the efficiency of the firm dramatically.To see the intuition, suppose the firm is a public corporation. Following Fluck (1998) and Myers (2000), we assume that shareholders have only the crude but basic property right to take over the firm and its capital stock, firing the CEO if necessary. In equilibrium, shareholders do not intervene because the CEO delivers just enough value to the shareholders to keep them at bay. Value is delivered by paying out cash dividends or by investing cash to increase the capital stock—a larger capital stock increases the future value of shareholders’ claim.Outside equity thus has no direct control over investment or effort decisions; it has no operational influence. Even so, it can greatly enhance investment by the CEO and the value of the firm. The CEO can sell a portion of the cash flow generated by future generations of CEOs to outside shareholders today; future CEOs, in turn, willpay outside shareholders the required return on financing raised. Thus, the CEO can indirectly replicate the sale to the manager in a rolling partnership by using shareholders as the intermediary. This gives the current CEO the incentive to invest more, as he forces future generations of CEOs to pay for the investment he makes. The resulting steady-state capital stock can deviate from the constrained efficient level, but it always is greater than its level in our base case where the CEO cannot sell the firm to his manager.We also obtain a theory of dividend policy. Shareholders do not care whether they are paid in cash or by increases in the firm’s capital stock. Although a dollar paid out as dividends and a dollar left behind as investment costs the same to the CEO, initially he prefers to compensate shareholders by investing, because investment motivates greater managerial effort. With decreasing he acts as if he cares about his subordinates and the survival of the firm. This reduced form appears to well capture the observed behavior of CEOs. Donaldson and Lorsch (1983) conclude from interviews that continuity of the firm is CEOs’ primary objective. Donaldson (1984) describes top management’s objective as maximizing corporate wealth, not shareholder value. returns to investment, however, the rate of return on investment falls and eventually the CEO makes the manager worse off by investing more—the additional investment increases cash flows in the next period when the manager will be CEO, but it also increases sharehol ders’ claim.Thus, when the return on investment diminishes beyond a point, the current CEO will switch to paying dividends, not because shareholders prefer dividends to capital gains per se, but because additional investment would reduce the manager’s ren ts to below her participation constraint. This gives us a dividend policy that follows the life cycle of a firm. No dividends are paid when the firm is young and investment is profitable, but dividends commence when the firm is mature. The firm starts paying out when additional investment would impose too heavy a future burden on junior managers, who will have to meet the expectations of outside shareholders.We offer these models to make a general point: the traditional description of the f irm falls short on three counts. First, control need not be exerted just top-down, or from outside; it can also be asserted bottom-up. The CEO has to give his subordinates a r eason to follow, as otherwise they can withdraw their contributions to the firm. This is how subordinates exert control over the CEO. Second, the view that there is one resid ual claimant in the firm, the shareholder, is too narrow. Anyone who shares in the rent s or quasi-rents generated by the firm has some residual claim, and thus there is no eas y equivalence between maximizing shareholder value and maximizing efficiency. Thi rd, the fact that CEOs and managers collect rents at different horizons means that each has to pay attention to the others’ residual claims in order to elicit cooperation. The n eed for the CEO to take actions that limit the agency problem associated with his subo rdinates’ effort limits his incentive to misappropriate. Thus, one agency problem chec ks another: the constraints that parties inside the firm impose on each other ensure that the firm can function and survive, even if outside governance is weak.We find that this combination of internal and external governance can encourage greater investment and longer effective CEO horizons than with external governance alone. The combination also eliminates rents that would be extracted by future top management if there were only internal governance.译文企业内部治理阿查里雅, 斯图尔特, 拉贾恩我们开发了一个内部治理的模型,在这个模型中,高级管理层的自私行为会受到下属的潜在的监视,管理层的行为是受到一定的限制的。