German Corporate Governance Code

Code of Corporate Governance for Listed Companies in ChinaIssued by:China Securities Regulatory CommissionState Economic and Trade CommissionJanuary 7, 2001(Zhengjianfa No.1 of 2002)Code of Corporate Governance for Listed CompaniesPrefaceIn accordance with the basic principles of the Company Law, the Securities Law and other relevant laws and regulations, as well as the commonly accepted standards in international corporate governance, the Code of Corporate Governance for Listed Companies (hereinafter referred to as "the Code") is formulated to promote the establishment and improvement of modern enterprise system by listed companies, to standardize the operation of listed companies and to bring forward the healthy development of the securities market of our country.The Code sets forth, among other things, the basic principles for corporate governance of listed companies in our country, the means for the protection of investors' interests and rights, the basic behavior rules and moral standards for directors, supervisors, managers and other senior management members of listed companies.The Code is applicable to all listed companies within the boundary of the People's Republic of China. Listed companies shall act in the spirit of the Code in their efforts to improve corporate governance. Requirements of the Code shall be embodied when listed companies formulate or amend their articles of association or rules of governance. The Code is the major measuring standard for evaluating whether a listed company has a good corporate governance structure, and if major problems exist with the corporate governance structure of a listed company, the securities supervision and regulation authorities may instruct the company to make corrections in accordance with the Code.Chapter 1. Shareholders and Shareholders' Meetings(1) Rights of Shareholders1. As the owner of a company, the shareholders shall enjoy the legal rights stipulated by laws, administrative regulations and the company's articles of association. A listed company shall establish a corporate governance structure sufficient for ensuring the full exercise of shareholders' rights.2. The corporate governance structure of a company shall ensure fair treatment toward all shareholders, especially minority shareholders. All shareholders are to enjoy equal rights and to bear the corresponding duties based on the shares they hold.3. Shareholders shall have the right to know about and the right to participate in major matters of the company set forth in the laws, administrative regulations and articles of association.A listed company shall establish efficient channels of communication with its shareholders.4. Shareholders shall have the right to protect their interests and rights through civil litigation or other legal means in accordance with laws and administrative regulations. In the event the resolutions of shareholders' meetings or the resolutions of the board of directors are in breach of laws and administrative regulations or infringe on shareholders' legal interests and rights, the shareholders shall have the right to initiate litigation to stop such breach or infringement. The directors, supervisors and managers of the company shall bear the liability of compensation in cases where they violate laws, administrative regulations or articles of association and cause damages to the company during the performance of their duties. Shareholders shall have the right to request the company to sue for such compensation in accordance with law.(2) Rules for Shareholders' Meetings5. A listed company shall set out convening and voting procedures for shareholders' meetings in its articles of association, including rules governing such matters as notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formulation of resolutions, recording of minutes and signatories, public announcement, etc.6. The board of directors shall earnestly study and arrange the agenda for a shareholders' meeting. During a shareholders' meeting, each item on the agenda shall be given a reasonable amount of time for discussion.7. A listed company shall state in its articles of association the principles for the shareholders' meeting to grant authorization to the board of directors. The content of such authorization shall be explicit and concrete.8. Besides ensuring that shareholders' meetings proceed legally and effectively, a listed company shall make every effort, including fully utilizing modern information technology means, to increase the number of shareholders attending the shareholders' meetings. The time and location of the shareholders' meetings shall be set so as to allow the maximum number of shareholders to participate.9. The shareholders can either be present at the shareholders' meetings in person or they may appoint a proxy to vote on their behalf, and both means of voting possess the same legal effect.10. The board of directors, independent directors and qualified shareholders of a listedcompany may solicit for the shareholders' right to vote in a shareholders' meeting. No payments shall be made to the shareholders for such solicitation, and adequate information shall be provided to persons whose voting rights are being solicited.11. Iinstitutional investors shall play a role in the appointment of company directors, the compensation and supervision of management and major decision-making processes.(3) Related Party Transactions12. Written agreements shall be entered into for related party transactions among a listed company and its connected parties. Such agreements shall observe principles of equality, voluntarity, and making compensation for equal value. The contents of such agreements shall be specific and concrete. Matters such as the signing, amendment, termination and execution of such agreements shall be disclosed by the listed company in accordance with relevant regulations.13. Efficient measures shall be adopted by a listed company to prevent its connected parties from interfering with the operation of the company and damaging the company's interests by monopolizing purchase or sales channels. Related party transactions shall observe commercial principles. In principle, the prices for related party transactions shall not deviate from an independent third party's market price or charging standard. The company shall fully disclose the basis for pricing for related party transactions.14. The assets of a listed company belong to the company. The company shall adopt efficient measures to prevent its shareholders and their affiliates from misappropriating or transferring the capital, assets or other resources of the company through various means. A listed company shall not provide financial guarantees for its shareholders or their affiliates.Chapter 2. Listed Company and Its Controlling Shareholders(1) Behavior Rules for Controlling Shareholders15. During the restructuring and reorganization of a company that plans to list, the controlling shareholders shall observe the principle of "first restructuring, then listing", and shall emphasize the establishment of a reasonably balanced shareholding structure.16. During the restructuring and reorganization of a company that plans to list, the controlling shareholders shall sever the company's social functions and strip out non-operational assets. Non-operational institutions, welfare institutions and their facilities shall not be included in the listed company.17. Controlling shareholders' remaining enterprises or institutions that provide services for the major business of the listed company may be restructured into specialized companies in accordance with the principles of specialization and market practice, and may enter into relevant agreements with the listed company in accordance with commercial principles. Remainingenterprises engaged in other businesses shall increase their capability of independent development. Remaining enterprises not capable to continue operation shall exit the market, through such channels as bankruptcy, in accordance with relevant laws and regulations. Enterprises meeting certain requirements during restructuring may sever all their social functions and disperse surplus employees at one time and keep no remaining enterprises.18. The controlling shareholders shall support the listed company to further reform labor, personnel and distribution systems, to transform operational and managerial mechanisms, and to establish such systems as: management selection through bidding and competition, with the chance for both promotion and demotion; employment of employees on the basis of competitive selection, with the chance for both employment and termination of employment; income distribution scheme that provides sufficient incentive, with the chance to both increase and decrease the remuneration; etc.19. The controlling shareholders owe a duty of good faith toward the listed company and other shareholders. The controlling shareholders of a listed company shall strictly comply with laws and regulations while exercising their rights as investors, and shall be prevented from damaging the listed company's or other shareholders' legal rights and interests, through means such as assets restructuring, or from taking advantage of their privileged position to gain additional benefit.20. The controlling shareholders shall nominate the candidates for directors and supervisors in strict compliance with the terms and procedures provided for by laws, regulations and the company's articles of association. The nominated candidates shall possess certain relevant professional knowledge and the capability to make decisions or supervise. The resolutions made by the shareholders' meetings electing personnel or the board of directors' resolutions appointing personnel shall not be subjected to approval procedures by the controlling shareholders. The controlling shareholders are forbidden to appoint senior management personnel by circumventing the shareholders' meetings or the board of directors.21. The important decisions of a listed company shall be made through a shareholders' meeting or board of directors' meeting in accordance with law. The controlling shareholders shall not directly or indirectly interfere with the company's decisions or business activities conducted in accordance with laws; nor shall they impair the listed company's or other shareholders' rights and interests.(2) Independence of Listed Company22. A listed company shall be separated from its controlling shareholders in such aspects as personnel, assets and financial affairs, shall be independent in institution and business, shall practice independent business accounting, and shall independently bear risks and obligations.23. The personnel of a listed company shall be independent from the controlling shareholders. The management, financial officers, sales officers and secretary of the board of directors of thelisted company shall not take posts other than as a director in a controlling shareholder's entities. In the case where a member of a controlling shareholder's senior management concurrently holds the position of director of the listed company, such member shall ensure adequate time and energy to perform the work for the listed company.24. The assets invested by a controlling shareholder in a listed company shall be independent, complete and with clear indication of ownership. Where controlling shareholders invest non-cash assets into a listed company, ownership transfer procedures shall be completed and explicit boundaries for such assets shall be clarified. The listed company shall independently register such assets, independently set up account for such assets, and independently carry out business accounting and management for such assets. The controlling shareholders shall not misappropriate or control such assets or interfere with the listed company's management of such assets.25. A listed company shall establish sound financial and accounting management systems in accordance with laws and regulations and shall conduct independent business accounting. Controlling shareholders shall respect the financial independence of the company and shall not interfere with the financial and accounting activities of the company.26. The board of directors, the supervisory committee and other internal offices of a listed company shall operate in an independent manner. There shall be no subordination relationship between, on the one hand, a listed company or its internal offices and, on the other hand, the company's controlling shareholders or their internal offices, and the latter shall not give plans or instructions concerning the listed company's business operation to the former, nor shall the latter interfere with the independent operation of the former in any other manner.27. A listed company's business shall be completely independent from that of its controlling shareholders. Controlling shareholders and their subsidiaries shall not engage in the same or similar business as that of the listed company. Controlling shareholders shall adopt efficient measures to avoid competition with the listed company.Chapter 3. Directors and Board of Directors(1) Election Procedures for Directors28. A company shall establish a standardized and transparent procedure for director election in its articles of association, so as to ensure the openness, fairness, impartialness and independence of the election.29. Detailed information regarding the candidates for directorship shall be disclosed prior to the convening of the shareholders' meeting to ensure adequate understanding of the candidates by the shareholders at the time of voting.30. Candidates for directorship shall give written undertakings to accept their nomination, to warrant the truthfulness and completeness of the candidate's information that has been publiclydisclosed and to promise to earnestly perform their duties once elected.31. The election of directors shall fully reflect the opinions of minority shareholders. A cumulative voting system shall be earnestly advanced in shareholders' meetings for the election of directors. Listed companies that are more than 30% owned by controlling shareholders shall adopt a cumulative voting system, and the companies that do adopt such a system shall stipulate the implementing rules for such cumulative voting system in their articles of association.32. Appointment agreements shall be entered into by a listed company and its directors to clarify such matters as the rights and obligations between the company and the director, the term of the directorship, the director's liabilities in case of breach of laws, regulations or articles of association, and the compensation from the company in case of early termination of the appointment agreement for cause by the company.(2) The Duties and Responsibilities of Directors33. Directors shall faithfully, honestly and diligently perform their duties for the best interests of the company and all the shareholders.34. Directors shall ensure adequate time and energy for the performance of their duties.35. Directors shall attend the board of directors meetings in a diligent and responsible manner, and shall express their clear opinion on the topics discussed. When unable to attend a board of directors meeting, a director may authorize another director in writing to vote on his behalf and the director who makes such authorization shall be responsible for the vote.36. The board of directors shall abide by relevant laws, regulations, rules and the company's articles of association, and shall strictly fulfill the undertakings they made publicly.37. Directors shall earnestly attend relevant trainings to learn about the rights, obligations and duties of a director, to familiarize themselves with relevant laws and regulations and to master relevant knowledge necessary for acting as directors.38. In cases where the resolutions of board of directors violate laws or regulations or a listed company's articles of association and cause losses to the listed company, directors responsible for making such resolutions shall be liable for compensation, except those proved to have objected and the objections of whom have been recorded in the minutes.39. After approval by the shareholders' meeting, a listed company may purchase liability insurance for directors. Such insurance shall not cover the liabilities arising in connection with directors' violation of laws, regulations or the company's articles of association.(3) Duties and Composition of the Board of Directors40. The number of directors and the structure of the board of directors shall be in compliance with laws and regulations and shall ensure the effective discussion and efficient, timely and prudent decision-making process of the board of directors.41. The board of directors shall possess proper professional background. The directors shall possess adequate knowledge, skill and quality to perform their duties.42. The board of directors shall be made accountable to shareholders. A listed company's corporate governance framework shall ensure that the board of directors can exercise its power in accordance with laws, administrative regulations and the company's articles of association.43. The board of directors shall earnestly perform its duties as stipulated by laws, regulations and the company's articles of association, shall ensure that the company complies with laws, regulations and its articles of association, shall treat all the shareholders equally and shall be concerned with the interests of stakeholders.(4) Rules and Procedure of the Board of Directors44. A listed company shall formulate rules of procedure for its board of directors in its articles of association to ensure the board of directors' efficient function and rational decisions.45. The board of directors shall meet periodically and shall convene interim meetings in a timely manner when necessary. Each board of directors' meeting shall have a pre-decided agenda.46. The meetings of the board of directors of a listed company shall be conducted in strict compliance with prescribed procedures. The board of directors shall send notice to all directors in advance, at the stipulated time, and shall provide sufficient materials, including relevant background materials for the items on the agenda and other information and data that may assist the directors in their understanding of the company's business development. When two or more independent directors deem the materials inadequate or unclear, they may jointly submit a written request to postpone the meeting or to postpone the discussion of the related matter, which shall be granted by the board of directors.47. The minutes of the board of directors' meetings shall be complete and accurate. The secretary of the board of directors shall carefully organize the minutes and the records of discussed matters. Directors that have attended the meetings and the person who drafted the minutes shall sign the minutes. The minutes of the board of directors' meetings shall be properly maintained and stored as important records of the company, and may be used as an important basis for clarifying responsibilities of individual directors in the future.48. In the case of authorization to the chairman of the board of directors to exercise part of the board of directors' power of office when the board of directors is not in session, clear rules and principles for such authorization shall be stated in the articles of association of the listed company. The content of such authorization shall be clear and specific. All matters related to materialinterests of the company shall be submitted to the board of directors for collective decision.(5) Independent Directors49. A listed company shall introduce independent directors to its board of directors in accordance with relevant regulations. Independent directors shall be independent from the listed company that employs them and the company's major shareholders. An independent director may not hold any other position apart from independent director in the listed company.50. The independent directors shall bear the duties of good faith and due diligence toward the listed company and all the shareholders. They shall earnestly perform their duties in accordance with laws, regulations and the company's articles of association, shall protect the overall interests of the company, and shall be especially concerned with protecting the interests of minority shareholders from being infringed. Independent directors shall carry out their duties independently and shall not subject themselves to the influence of the company's major shareholders, actual controllers, or other entities or persons who are interested parties of the listed company.51. Relevant laws and regulations shall be complied with for matters such as the qualifications, procedure of election and replacement, and duties of independent directors.(6) Specialized Committees of the Board of Directors52. The board of directors of a listed company may establish a corporate strategy committee, an audit committee, a nomination committee, a remuneration and appraisal committee and other special committees in accordance with the resolutions of the shareholders' meetings. All committees shall be composed solely of directors. The audit committee, the nomination committee and the remuneration and appraisal committee shall be chaired by an independent director, and independent directors shall constitute the majority of the committees. At least one independent director from the audit committee shall be an accounting professional.53. The main duties of the corporate strategy committee shall be to conduct research and make recommendations on the long-term strategic development plans and major investment decisions of the company.54. The main duties of the audit committee are (1) to recommend the engagement or replacement of the company's external auditing institutions; (2) to review the internal audit system and its execution; (3) to oversee the interaction between the company's internal and external auditing institutions; (4) to inspect the company's financial information and its disclosure; and (5) to monitor the company's internal control system.55. The main duties of the nomination committee are (1) to formulate standards and procedures for the election of directors and make recommendations; (2) to extensively seek qualified candidates for directorship and management; and (3) to review the candidates for directorship and management and make recommendations.56. The main duties of the remuneration and appraisal committee are (1) to study the appraisal standard for directors and management personnel, to conduct appraisal and to make recommendations; and (2) to study and review the remuneration policies and schemes for directors and senior management personnel.57. Each specialized committee may engage intermediary institutions to provide professional opinions, the relevant expenses to be borne by the company.58. Each specialized committee shall be accountable to the board of directors. All proposals by specialized committees shall be submitted to the board of directors for review and approval.Chapter 4. The Supervisors and the Supervisory Board(1) Duties and Responsibilities of the Supervisory Board59. The supervisory board of a listed company shall be accountable to all shareholders. The supervisory board shall supervise the corporate finance, the legitimacy of directors, managers and other senior management personnel's performance of duties, and shall protect the company's and the shareholders' legal rights and interests.60. Supervisors shall have the right to learn about the operating status of the listed company and shall have the corresponding obligation of confidentiality. The supervisory board may independently hire intermediary institutions to provide professional opinions.61. A listed company shall adopt measures to ensure supervisors' right to learn about company's matters and shall provide necessary assistance to supervisors for their normal performance of duties. No one shall interfere with or obstruct supervisors' work. A supervisor's reasonable expenses necessary to perform their duties shall be borne by the listed company.62. The record of the supervisory committee's supervision as well as the results of financial or other specific investigations shall be used as an important basis for performance assessment of directors, managers and other senior management personnel.63. The supervisory board may report directly to securities regulatory authorities and other related authorities as well as reporting to the board of directors and the shareholders' meetings when the supervisory board learns of any violation of laws, regulations or the company's articles of association by directors, managers or other senior management personnel.(2) The Composition and Steering of the Supervisory Board64. Supervisors shall have professional knowledge or work experience in such areas as law and accounting. The members and the structure of the supervisory board shall ensure its capability to independently and efficiently conduct its supervision of directors, managers and other seniormanagement personnel and to supervise and examine the company's financial matters.65. A listed company shall formulate in its articles of association standardized rules and procedures governing the steering of the supervisory board. The supervisory board's meetings shall be convened in strict compliance with the rules and procedures.66. The supervisory board shall meet periodically and shall convene interim meetings in a timely manner when necessary. If for any reason a supervisory board meeting cannot be convened as scheduled, an explanation shall be publicly announced.67. The supervisory board may ask directors, managers and other senior management personnel, internal auditing personnel and external auditing personnel to attend the meetings of supervisory board and to answer the questions that the supervisory board is concerned with.68. Minutes shall be drafted for the meetings of the supervisory board, which shall be signed by the supervisors that attended the meetings and the person who drafted the minutes. The supervisors shall have the right to request to record in the minutes explanatory notes to their statements in the meetings. Minutes of the meetings of the supervisory board shall be properly maintained and stored as important records of the company.Chapter 5. Performance Assessments and Incentive and Disciplinary Systems(1) Performance Assessment for Directors, Supervisors and Management Personnel69. A listed company shall establish fair and transparent standards and procedures for the assessment of the performance of directors, supervisors and management personnel.70. The evaluation of the directors and management personnel shall be conducted by the board of directors or by the remuneration and appraisal committee of the board of directors. The evaluation of the performance of independent directors and supervisors shall be conducted through a combination of self-review and peer review.71. The board of directors shall propose a scheme for the amount and method of compensation for directors to the shareholders' meeting for approval. When the board of directors or the remuneration and appraisal committee reviews the performance of or discusses the compensation for a certain director, such director shall withdraw.72. The board of directors and the supervisory board shall report to the shareholder meetings the performance of the directors and the supervisors, the results of the assessment of their work and their compensation, and shall disclose such information.(2) Selection of Management Personnel。

德国的公司治理结构S·普瑞格〈德〉瞿强 [1]摘要：公司治理结构是金融体系的一个重要内容。

德国的公司治理结构与英美模式相比具有显著的差异，从而为国际比较提供了有益的参照。

本文在介绍德国公司法律结构的基础上，分析其特殊的双层委员会治理结构和股权结构，并考察银行和资本市场在德国公司治理中的作用。

关键词：德国；公司治理（Germany, Corporate Governance）一、引言公司治理结构是一个新兴的研究领域，在英文中“Corporate Governance”这个词本身也是最近二十几年才出现的。

该领域的研究边界迄今还缺乏明确的界定，例如美国的学者与德国的学者在此问题上的看法不尽相同，前者主要集中讨论企业中的委托－代理关系，而后者则从更广泛的意义上讨论企业利益相关者（stakeholders）对企业管理的影响。

[2]这种差异反映了两种金融体制的区别，探讨这种差异无疑具有较大的理论与现实意义。

通常，德国的公司治理结构与英美的公司治理结构被描绘成两种对立的模式。

英美模式是建立在资本市场主导的金融体制上（market-based system），投资者“用脚投票”和随时可能出现的敌意收购是主要的企业控制机制，使得公司管理者需要随时保持警惕，但同时也不利于他们进行长期决策；相反，德国模式建立在银行主导的金融体制之上（bank-based system），不依赖资本市场和外部投资者，以银行为主的金融机构在公司治理结构中发挥重要作用，不但提供融资，而且控制公司的监事会，凭借内部信息优势，发挥实际的控制作用,这种体制据说有利于企业尤其是大型企业的长期发展。

当然，这些看法不是没有争论的。

公司治理结构起初主要是从法律角度来研究的，随着研究的深入，目前越来越多地与公司财务的研究相结合，因为公司的管理制度框架必然会影响其投融资决策和外部资金供应者的收益。

中国是一个处于转轨时期的发展中国家，公司治理结构的研究对于企业改革，尤其是国有企业的改革具有重要意义。

有哪些上市公司治理准则上市公司治理准则是指规范上市公司内部运作和外部监督的一系列规定和原则。

不同国家和地区有不同的上市公司治理准则，下面介绍几个主要的制度。

1. 欧洲治理准则（European Corporate Governance Codes）：欧洲治理准则是指在欧洲各国广泛采纳和推行的上市公司治理准则，旨在提高公司治理透明度和责任性。

欧洲不同国家的治理准则有一些区别，但基本内容包括：权益平等、信息披露、股东权益保护、董事会独立性等。

著名的欧洲治理准则包括英国的《科德准则》（The Code）和法国的《阿斯蒂准则》（L'Astree）等。

2. 美国治理准则（US Corporate Governance Principles）：美国的上市公司治理准则主要包括股东权益保护、独立董事制度、董事会职责、信息披露等内容。

美国治理准则特点是重视公司治理的市场化和法律化，股东权益保护得到充分重视，董事会独立性要求较高。

美国主要的上市公司治理准则包括纽约证券交易所（NYSE）和纳斯达克（NASDAQ）等交易所的上市规则和美国证券交易委员会（SEC）的规定。

3. 香港治理准则（Hong Kong Corporate Governance Code）：香港的上市公司治理准则在很大程度上参考了英国的科德准则，目的是提高香港上市公司的治理质量。

香港的治理准则注重股东权益保护和董事会独立性，要求公司建立有效的董事会，实行高度透明的信息披露。

香港证券交易所制定了《公司治理报告准则》，要求上市公司在年报中披露关于公司治理的信息。

4.中国上市公司治理准则：中国的上市公司治理准则主要包括《公司法》、《证券法》、《公司治理指引》等法律法规和规范性文件。

中国的治理准则强调保护中小股东权益、加强内部控制、防范利益输送等内容，鼓励上市公司建立健全的董事会和监事会，提高信息披露质量。

中国证监会还要求上市公司发布年度公司治理报告，披露公司在治理方面的情况。

德国的公司治理相关法规发展进程全文共四篇示例，供您参考第一篇示例：德国作为全球经济最发达的国家之一，其公司治理相关法规发展进程备受关注。

公司治理是指规范公司内外部关系，保护投资者利益，维护公司长期稳健发展的一套制度和规则。

在德国，公司治理相关法规经历了多次改革和完善，不断适应国内外经济形势和市场需求，以下就是德国公司治理相关法规的发展进程。

第一阶段：公司法制形成和基本原则确立德国公司治理法规的发展可以追溯到19世纪。

在那个时期，德国出现了许多家族企业，但这些企业在所有权和管理权上存在混乱，给企业经营和发展带来很多问题。

为此，德国相继出台了一系列相关法规，明确了公司的法人地位、公司治理的基本原则和所有者权益保护的相关规定，为德国公司治理体系的形成奠定了基础。

第二阶段：经济复苏和公司治理完善20世纪中叶，德国经历了经济复苏和工业化进程，公司数量快速增加，公司规模逐渐扩大，这为公司治理带来了新的挑战。

在这一时期，德国政府相继出台了一系列法规，包括《德国公司法》、《德国股份公司法》等，进一步完善了公司治理相关法规，加强了对上市公司的监管，保护了投资者的利益，促进了企业的健康发展。

第三阶段：全球化与金融危机21世纪初，随着全球化进程的加速和金融危机的爆发，德国公司治理面临新的挑战。

德国政府相继出台了《公司治理宣言》、《公司治理准则》等法规，加强了对公司高管和董事会的监管，强化了公司信息披露的规定，加大了对公司内部控制和风险管理的监督，为应对全球化和金融危机带来的影响，保护投资者利益，维护公司稳健发展，提供了有力的法律支持。

第四阶段：科技创新与绿色发展随着科技创新和绿色发展成为全球发展的主题，德国公司治理相关法规也不断跟进。

德国政府相继出台了促进企业科技创新的法规，鼓励企业加大研发投入，提高创新能力，保护知识产权，推动企业转型升级。

德国还颁布了一系列促进绿色发展的法规和政策，鼓励企业应对环境挑战，推动绿色生产和可持续发展，为公司治理带来了新的发展机遇和挑战。

ISO国家代码表阿联酋United Arab Emirates AE ARE 784澳大利亚Australia AU AUS 036 澳大利亚联邦Commonwealth of Australia澳门Macau MO MAC 446 澳门Macau德国Germany DE DEU 276 德意志联邦共和国Federal Republic of Germany俄罗斯Russia RU RUS 643 俄罗斯联邦Russian Federation法国France FR FRA 250 法兰西共和国French Republic菲律宾Philippines PH PHL 608 菲律宾共和国Republic of the Philippines斐济Fiji FJ FJI 242 斐济共和国Republic of Fiji芬兰Finland FI FIN 246 芬兰共和国Republic of Finland韩国Korea,Republic of KR KOR 410 大韩民国Republic of Korea荷兰Netherlands NL NLD 528 荷兰王国Kingdom of the Netherlands加拿大Canada CA CAN 124 加拿大Canada柬埔寨Cambodia KH KHM 116 柬埔寨王国Kingdom of Cambodia卡塔尔Qatar QA QAT 634 卡塔尔国State of Qatar老挝Lao LA LAO 418 老挝人民民主共和国Lao People's Democratic Republic马尔代夫Maldives MV MDV 462 马尔代夫共和国Republic of maldives马来西亚Malaysia MY MYS 458 马来西亚Malaysia美国United States US USA 840 美利坚合众国United States of America墨西哥Mexico MX MEX 484 墨西哥合众国United States of Mexico日本Japan JP JPN 392 日本国Japan瑞典Sweden SE SWE 752 瑞典王国Kingdom of Sweden瑞士Switzerland CH CHE 756 瑞士联邦Swiss Confederation泰国Thailand TH THA 764 泰王国Kingdom of Thailand土耳其Turkey TR TUR 792 土耳其共和国Republic of Turkey乌克兰Ukraine UA UKR 804 乌克兰Ukraine香港Hong Kong HK HKG 344 香港Hong Kong新加坡Singapore SG SGP 702 新加坡共和国Republic of Singapore新西兰New Zealand NZ NZL 554 新西兰New Zealand意大利Italy IT ITA 380 意大利共和国Republic of Italy印度India IN IND 356 印度共和国Republic of India印度尼西亚Indonesia ID IDN 360 印度尼西亚共和国Republic of Indonesia英国United Kingdom GB GBR 826 大不列颠及北爱尔兰联合王国United Kingdom of Great Britain and Northern ireland越南Viet Nam VN VNM 704 越南社会主席共和国Socialist Republic of Viet Nam中国China CN CHN 156 中华人民共和国People's Republic of China中国台湾 Taiwan,China CT CTN 158 中国台湾 Chinese Taiwan。

CHAPTER 1 GLOBALIZATION AND THE MULTINATIONAL FIRMSUGGESTED ANSWERS TO END-OF-CHAPTER QUESTIONSQUESTIONS1. Why is it important to study international financial management?Answer: We are now living in a world where all the major economic functions, i.e., consumption, production, and investment, are highly globalized. It is thus essential for financial managers to fully understand vital international dimensions of financial management. This global shift is in marked contrast to a situation that existed when the authors of this book were learning finance some twenty years ago. At that time, most professors customarily (and safely, to some extent) ignored international aspects of finance. This mode of operation has become untenable since then.2. How is international financial management different from domestic financial management?Answer: There are three major dimensions that set apart international finance from domestic finance. They are:1. foreign exchange and political risks,2. market imperfections, and3. expanded opportunity set.3. Discuss the three major trends that have prevailed in international business during the last two decades.Answer: The 1980s brought a rapid integration of international capital and financial markets. Impetus for globalized financial markets initially came from the governments of major countries that had begun to deregulate their foreign exchange and capital markets. The economic integration and globalization that began in the eighties is picking up speed in the 1990s via privatization. Privatization is the process by which a country divests itself of the ownership and operation of a business venture by turning it over to the free market system. Lastly, trade liberalization and economic integration continued to proceed at both the regional and global levels.4. How is a country’s economic well-being enhanced through free international trade in goods and services?Answer: According to David Ricardo, with free international trade, it is mutually beneficial for two countries to each specialize in the production of the goods that it can produce relatively most efficiently and then trade those goods. By doing so, the two countries can increase their combined production, which allows both countries to consume more of both goods. This argument remains valid even if a country can produce both goods more efficiently than the other country. International trade is not a ‘zero-sum’ game in which one country benefits at the expense of another country. Rather, international trade could be an ‘increasing-sum’ game at which all players become winners.5. What considerations might limit the extent to which the theory of comparative advantage is realistic?Answer: The theory of comparative advantage was originally advanced by the nineteenth century economist David Ricardo as an explanation for why nations trade with one another. The theory claims that economic well-being is enhanced if each country’s citizens produce what they have a comparative advantage in producing relative to the citizens of other countries, and then trade products. Underlying the theory are the assumptions of free trade between nations and that the factors of production (land, buildings, labor, technology, and capital) are relatively immobile. To the extent that these assumptions do not hold, the theory of comparative advantage will not realistically describe international trade.6. What are multinational corporations (MNCs) and what economic roles do they play?Answer: A multinational corporation (MNC) can be defined as a business firm incorporated in one country that has production and sales operations in several other countries. Indeed, some MNCs have operations in dozens of different countries. MNCs obtain financing from major money centers around the world in many different currencies to finance their operations. Global operations force the treasurer’s office to establish international banking relationships, to place short-term funds in several currency denominations, and to effectively manage foreign exchange risk.7. Mr. Ross Perot, a former Presidential candidate of the Reform Party, which is a third political party in the United States, had strongly objected to the creation of the North American Trade Agreement (NAFTA), which nonetheless was inaugurated in 1994, for the fear of losing American jobs to Mexico where it is much cheaper to hire workers. What are the merits and demerits of Mr. Perot’s position on NAFTA? Considering the recent economic developments in North America, how would you assess Mr. Perot’s position on NAFTA?Answer: Since the inception of NAFTA, many American companies indeed have invested heavily in Mexico, sometimes relocating production from the United States to Mexico. Although this might have temporarily caused unemployment of some American workers, they were eventually rehired by other industries often for higher wages. Currently, the unemployment rate in the U.S. is quite low by historical standard. At the same time, Mexico has been experiencing a major economic boom. It seems clear that both Mexico and the U.S. have benefited from NAFTA. Mr. Perot’s concern appears to have been ill founded.8. In 1995, a working group of French chief executive officers was set up by the Confederation of French Industry (CNPF) and the French Association of Private Companies (AFEP) to study the French corporate governance structure. The group reported the following, among other things “The board of directors should not simply aim at maximizing share values as in the U.K. and the U.S. Rather, its goal should be to serve the company, whose interests should be clearly distinguished from those of its shareholders, employees, creditors, suppliers and clients but still equated with their general common interest, which is to safeguard the prosperity and continuity of the company”. Evaluate the above recommendation of the working group.Answer: The recommendations of the French working group clearly show that shareholder wealth maximization is not a universally accepted goal of corporate management, especially outside the United States and possibly a few other Anglo-Saxon countries including the United Kingdom and Canada. To some extent, this may reflect the fact that share ownership is not wide spread in most other countries. In France, about 15% of households own shares.9. Emphasizing the importance of voluntary compliance, as opposed to enforcement, in the aftermath of corporate scandals, e.g., Enron and WorldCom, U.S. President George W. Bush stated that while tougher laws might help, “ultimately, the ethics of American business depends on the conscience of America’s business leaders.” Describe your view on this statement.Answer: There can be different answers to this question. If business leaders always behave with a high ethical standard, many of the corporate scandals we have seen lately might not have happened. Since we cannot fully depend on the ethical behavior on the part of business leaders, the society should protect itself by adopting the rules/regulations and governance structure that would induce business leaders to behave in the interest of the society at large.10. Suppose you are interested in investing in shares of Nokia Corporation of Finland, which is a world leader in wireless communication. But before you make investment decision, you would like to learn about the company. Visit the website of Yahoo () and collect information about Nokia, including the recent stock price history and analysts’ views of the company. Discuss what you learn about the company. Also discuss how the instantaneous access to information via internet would affect the nature and workings of financial markets.Answer: As students might have learned from visiting the website, information is readily available even for foreign companies like Nokia. Ready access to international information helps integrate financial markets, dismantling barriers to international investment and financing. Integration, however, may help a financial shock in one market to be transmitted to other markets.MINI CASE: NIKE AND SWEATSHOP LABORNike, a company headquartered in Beaverton, Oregon, is a major force in the sports footwear and fashion industry, with annual sales exceeding $ 12 billion, more than half of which now come from outside the United States. The company was co-founded in 1964 by Phil Knight, a CPA at Price Waterhouse, and Bill Bowerman, college track coach, each investing $ 500 to start. The company, initially called Blue Ribbon Sports, changed its name to Nike in 1971 and adopted the “Swoosh” logo—recognizable around the world—originally designed by a college student for $35. Nike became highly successful in designing and marketing mass-appealing products such as the Air Jordan, the best selling athletic shoe of all time.Nike has no production facilities in the United States. Rather, the company manufactures athletic shoes and garments in such Asian countries as China, Indonesia, and Vietnam using subcontractors, and sells the products in the U.S. and international markets. In each of those Asian countries where Nike has production facilities, the rates of unemployment and under-employment are quite high. The wage rate is very low in those countries by U.S. standards—the hourly wage rate in the manufacturing sector is less than $ 1 in each of those countries, compared with about $ 20 in the United States. In addition, workers in those countries often operate in poor and unhealthy environments and their rights are not particularly well protected. Understandably, host countries are eager to attract foreign investments like Nike’s to develop their economies and raise the living standards of their citizens. Recently, however, Nike came under worldwide criticism for its practice of hiring workers for such a low rate of pay—“next to nothing” in the words of critics—and condoning poor working conditions in host countries.Initially, Nike denied the sweatshop charges and lashed out at critics. But later, the company began monitoring the labor practice at its overseas factories and grading the factories in order to improve labor standards. Nike also agreed to random factory inspections by disinterested parties.Discussion points1.Do you think the criticism of Nike is fair, considering that the host countries are in dire needsof creating jobs?2.What do you think Nike’s executives might have done differently to prevent the sensitivecharges of sweatshop labor in overseas factories?3.Do firms need to consider the so-called corporate social responsibilities in making investmentdecisions?Suggested Solution to Nike and Sweatshop LaborObviously, Nike’s investments in such Asian countries as China, Indonesia, and Vietnam were motivated to take advantage of low labor costs in those countries. While Nike was criticized for the poor working conditions for its workers, the company has recognized the problem and has substantially improved the working environments recently. Although Nike’s workers get paid very low wages by the Western standard, they probably are making substantially more than their local compatriots who are either under- or unemployed. While Nike’s detractors may have valid points, one should not ignore the fact that the company is making contributions to the economic welfare of those Asian countries by creating job opportunities.CHAPTER 1A THEORY OF COMPARATIVE ADVANTAGESUGGESTED SOLUTIONS TO APPENDIX PROBLEMSPROBLEMS1. Country C can produce seven pounds of food or four yards of textiles per unit of input. Compute the opportunity cost of producing food instead of textiles. Similarly, compute the opportunity cost of producing textiles instead of food.Solution: The opportunity cost of producing food instead of textiles is one yard of textiles per 7/4 = 1.75 pounds of food. A pound of food has an opportunity cost of 4/7 = .57 yards of textiles.2. Consider the no-trade input/output situation presented in the following table for Countries X and Y. Assuming that free trade is allowed, develop a scenario that will benefit the citizens of both countries.INPUT/OUTPUT WITHOUT TRADE_______________________________________________________________________CountryX Y Total________________________________________________________________________ I. Units of Input(000,000)_______________________ ______________________________70 60FoodTextiles 40 30________________________________________________________________________ II. Output per Unit of Input(lbs or yards)______________________ ______________________________17 5FoodTextiles 5 2________________________________________________________________________ III. Total Output(lbs or yards)(000,000)______________________ ______________________________Food 1,190 300 1,490260Textiles 200 60________________________________________________________________________ IV. Consumption(lbs or yards)(000,000)_____________________ ______________________________Food 1,190 300 1,490260Textiles 200 60________________________________________________________________________Solution:Examination of the no-trade input/output table indicates that Country X has an absolute advantage in the production of food and textiles. Country X can “trade off” one unit of production needed to produce 17 pounds of food for five yards of textiles. Thus, a yard of textiles has an opportunity cost of 17/5 = 3.40 pounds of food, or a pound of food has an opportunity cost of 5/17 = .29 yards of textiles. Analogously, Country Y has an opportunity cost of 5/2 = 2.50 pounds of food per yard of textiles, or 2/5 = .40 yards of textiles per pound of food. In terms of opportunity cost, it is clear that Country X is relatively more efficient in producing food and Country Y is relatively more efficient in producing textiles. Thus, Country X (Y) has a comparative advantage in producing food (textile) is comparison to Country Y (X).When there are no restrictions or impediments to free trade the economic-well being of the citizens of both countries is enhanced through trade. Suppose that Country X shifts 20,000,000 units from the production of textiles to the production of food where it has a comparative advantage and that Country Y shifts 60,000,000 units from the production of food to the production of textiles where it has a comparative advantage. Total output will now be (90,000,000 x 17 =) 1,530,000,000 pounds of food and [(20,000,000 x 5 =100,000,000) + (90,000,000 x 2 =180,000,000) =] 280,000,000 yards of textiles. Further suppose that Country X and Country Y agree on a price of 3.00 pounds of food for one yard of textiles, and that Country X sells Country Y 330,000,000 pounds of food for 110,000,000 yards of textiles. Under free trade, the following table shows that the citizens of Country X (Y) have increased their consumption of food by 10,000,000 (30,000,000) pounds and textiles by 10,000,000 (10,000,000) yards.INPUT/OUTPUT WITH FREE TRADE__________________________________________________________________________CountryX Y Total__________________________________________________________________________ I. Units of Input(000,000)_______________________ ________________________________90 0FoodTextiles 20 90__________________________________________________________________________ II. Output per Unit of Input(lbs or yards)______________________ ________________________________17 5FoodTextiles 5 2__________________________________________________________________________ III. Total Output(lbs or yards)(000,000)_____________________ ________________________________Food 1,530 0 1,530180280Textiles 100__________________________________________________________________________ IV. Consumption(lbs or yards)(000,000)_____________________ ________________________________Food 1,200 330 1,530280Textiles 210 70__________________________________________________________________________。

国际ESG政策法规及最佳实践ESG（环境、社会与治理）全称Environment Social Governance，也可被认为是一个平台，致力于将各类环境保护和社会责任政策、法规和最佳实践结合到全球企业执行中作为一个全新的伦理标准，旨在加强全球企业保护环境和处理社会责任的机制，以及监管与公司长期股式投资有关的措施。

国际ESG 保护的范围庞大、功能多元，既包括了长期的环境保护和社会责任，也包括了在企业治理方面的治理原则和最佳实践，全球企业在此类行为标准下可以更好地履行责任、实现利益最大化和有效管理风险。

ESG标准通常具备以下内容：环境保护规定，要求企业追求节能减排，控制污染物和排放，积极参与气候变化等环境保护活动；社会责任规定，包括尊重和维护少数民族权益，尊重劳动者的工作权利，确保遵守产业宪章等；企业治理规定，要求实施健全的公司治理制度和程序，以及配备有足够资源和条件的员工。

ESG等标准在全球正逐步吸引大众关注，进行建设性研究。

2015年，在气候变化被认定为全球性应对之际，ESG也得到了全球社会的广泛认可，越来越多的投资者开始要求他们的投资对象以不降低投资回报的情况下，提升财务报告、伦理管理和守信水平，通过ESG 投资的方式展示企业的商业道德。

目前，国际社会关于ESG 方面的法律法规也不断完善，遵从国家、国际和政策要求的工作有了明确的流程，以及跨国企业关于管理环境和社会问题的准则。

英国《公司社会责任报告准则》（UK Corporate Governance Code of Social Responsibility）是国际ESG 政策法规及最佳实践的重要参照之一，它强调了遵守政策和企业实践ESG的重要性。

英国《公司社会责任报告准则》规定，企业必须营造联系其价值观、员工行为以及正视和应对的社会问题的内部文化，从而有助于企业的实践和研究。

此外，欧盟也出台了关于ESG 方面的法规，它准确地定义了各类组织的财务报告的内容，以及管理社会和环境责任的最佳实践，这为企业摆脱类似环境、社会和法律上的压力提供了新凡例。

bayer拜耳全球以创新与发展创造价值拜耳是一家在医药保健、作物营养、高科技材料领域拥有核心竞争力的全球性企业。

我们坚持以人为本，以自身产品与服务提升人类生活品质；同时致力于以创新、成长与高盈利能力创造更多价值。

拜耳公司秉承"拜耳——科技创造美好生活"的使命，持续优化产品组合，将活动集中于三大富有潜力、效率和独立性的子集团——拜耳医药保健、拜耳作物科学、拜耳材料科技，并由三家服务公司为其提供各项支持。

各运营公司均以其卓越贡献，有力地推动了全球主要市场的发展。

作为一家发明型企业，拜耳将继续在研发密集型领域引领潮流。

创新是竞争力之基，是发展之源，也是企业未来成功之关键所在。

拜耳公司以其专业技术和产品，协助诊断、减轻和治愈疾病，提升全球食品供应的数量和质量，并为积极向上的现代化生活方式做出了巨大贡献。

凭借专业技术与创新品质，我们能够为环境保护提供解决方案，并发布气候变化的影响结果。

我们全新的价值观LIFELIFE取代了拜耳集团过去的价值观和领导原则。

LIFE代表了：Leadership领导，Integrity正直，Flexibility灵活，Efficiency 效率。

这套价值观将贯穿整个集团，指导我们展开协作和业务经营。

我们的使命宣言“拜耳：科技创造美好生活”很好地传达了公司的心声：我们是一家创新型公司，致力于为大众创造更美好的生活。

企业规范与企业责任准则I. 公司遵纪守法政策拜耳致力于通过创新技术，高质量产品，可靠和公平在充满竞争的行业内取得成功。

这就意味着需要遵守公司和法律规章，公司遵纪守法政策就是基本准则。

它提供了很多实践中需要特别关注的要点。

II. 商业行为准则拜耳集团恪守各种适用法律，包括国际法，并要求所属员工与业务伙伴也必须遵守。

以下为部分重要实践要点。

1. 我们致力于公平竞争——不违反反垄断法2. 我们致力于诚信的商业交易——拒绝腐败3. 我们致力于遵守可持续发展原则——避免对人类健康和环境造成不当风险4. 我们致力于遵守对外贸易法——杜绝出口违规5. 我们致力于维护证券交易中的机会均等原则——禁止非法内幕交易6. 我们致力于建立规范的记账与透明的财务报告制度——禁止欺诈7. 我们致力于营造公平、互相尊重的工作环境——禁止歧视8. 我们致力于保护自己奋斗取得的成果，也尊重他人的合法权益——禁止侵犯我们自己的和他人的财产权利9. 我们致力于隔离公司利益与个人利益——避免利益冲突10. 我们致力于配合政府机构——避免信息误传III. 本准则的贯彻执行1. 公司为其员工提供各种必要信息来源之使用权、法务部之咨询权，防止员工违反法律法规或公司规章制度；2. 每位主管必须确保其组织成员的行为符合法律法规，公司规章制度和本规范之要求；3. 控股公司、子集团与服务公司须指定其各自的遵纪守法负责人，负责就法律法规和公司规章制度方面提供建议及培训并对涉嫌违规的行为进行调查；4. 所有员工均有责任立即举报任何违反本规范之行为；5. 企业审计部门将定期监督本规范守则的遵循情况。

英国公司治理守则英国公司治理守则（UK Corporate Governance Code）是英国公司法的一部分，是一套维护企业透明度和公正性的指导原则。

该守则由英国企业管治局（Financial Reporting Council）制定，并在2018年进行了修订。

一、公司治理基本原则英国公司治理守则提倡三条基本原则：公正、透明和问责。

公司管理层应明确其责任，全面履行职能，为股东、员工、客户和社会做出正确的决策，导向企业长期持续发展。

二、独立董事英国公司治理守则强调独立董事的角色。

独立董事有助于公司治理，有权表达其独立意见并监视高管层行为，以避免出现利益冲突。

独立董事的比例应适当，这是公司治理中的一个必要环节。

三、董事会董事会应清晰地确定各成员的角色和权利，并确立作为CEO和董事之间监管功能的独立主席。

董事会下设各类委员会，包括财务委员会、薪酬委员会等。

不同类型的委员会不仅能够帮助公司处理业务，还在某种程度上增强了公司的透明度。

董事会的监督职责包括审查公司财务报告、评价战略计划，以及确保公司始终遵守监管准则。

四、公司透明度英国公司治理守则强调透明度，公司管理者应该积极与公司内部和外部的股东和利益相关者沟通，如公开披露公司业绩信息和战略计划，并定期披露相关信息。

五、薪酬和福利薪酬和福利应该与公司业绩挂钩。

管理层的薪酬应该合理且透明，以确保其与公司长期发展目标保持一致。

如果薪酬过于奢侈或缺乏合理性质，就会引起公众的质疑。

六、社会责任英国公司治理守则提倡企业社会责任，认为公司应该在经营业务的同时尽可能地回馈社会，为环境、社区和利益相关者做出一些积极有效的事情。

这有助于企业在市场上赢得信任，并有利于长期发展。

英国公司治理守则为英国的法规设置了一个完善的框架，帮助企业管理层和董事会更好地履行其职能和提高企业透明度。

通过加强公司治理，确保公司始终遵守行业准则，并改善企业的整体表现。