1

Agency Theory  重温代理理论

Under the narrowest of perspectives the principal objective of a company has traditionally been to maximize profits & add to the wealth of SHs. However, the degree to which the pursuit of profit & wealth dominates depends upon the society's view of agency theory. The questions to ask are; who discharges responsibility? who is accountable? what particular structure of relationships& potential conflicts exist btwn principals & agents. In biz the SKH is known as the principal & the officers of the company or the directors are known as agents. The extent to which BOD acts in the interests of SHs & in the pursuit of fiduciary interests such as wealth maximization is determined by which of the 7 CSR perspectives is taken. 关注最后一句：结合CSR Positions+ Agents’ Accountability

2

Stewardship concept 管理责任概念

Generally，the rights of SHs & other SKHs connected with the company should be protected & promoted by ‘stewards’ of these SKHs& their interests. In theory, agents should be held responsible & accountable for balancing the conflicting interests of a whole range of SKHs of the company. 股东和其他SKH利益应该被保障；代理要对此负责，并平衡多重SKH的利益冲突。

The traditional ‘pristine capitalist’ view of ‘stewardship’ implies that therights of the SHs & the pursuit of their wealth are of paramount importance. However, the banking crisis & spectacular corp failures such as Enron & World Com would indicate that even the narrower interests of owners can often be neglected or ignored, along w/ those of a much wider group of SKHs, incl. the general public. 原始资本主义观点（CSR-1）要求股东利益最大化高于一切。但是，这种比较狭隘的利益保障在现实中还是被忽略（如安然和世界电信丑闻），更不必提公众利益。

3

Separation of ownership & control 公司代理关系演化念

（考前一天，本部分英文不必看，一眼扫过中文翻译即可）

The introduction of the limited company as a legal entity was a great advance from the private solely owned biz or the partnership in that it greatly increased the supply of long-term funds to industry & commerce, & contributed to the creation of far more wealth in the global economy. The concepts ofshareholdings & limited liability encouraged many more people of moderate means to invest their disposable income in bizes & at much lower risk than would hitherto have been possible within unincorporated orgs. W/ many more investors, many of whom have little or no biz acumen, came the need to divorce ownership & control for practical purposes, & to introduce a court or BOD, as the agents of this disparate group. This is the basis of what became the public limited company, a separation of ownership & control.This is a normal arrangement these days & it is hardly ever questioned.

‘The trade of a joint stock company is always managed by a court of directors. This court, indeed, is frequently subject, in many respects, to the control of a general court of proprietors. But the greater part of those proprietors seldom pretend to understand anything of the biz of a company…’Adam Smith

The separation of ownership & control, & the disparity & inexperience of SHs in biz & fin matters, would be problematic unless some system of external governance was imposed to safeguard the interests of these owners. The separation of ownership & control & the potential divergence of the interests of owners & mgrs is the main reason why there is a need for a CG system.

The directors, however, being the mgrs rather of other people’s money than their own, it cannot well be expected that they should watch over it with the same anxious vigilance w/ which the partners in a private company frequently watch over their own…. Negligence & profusion, therefore, must always prevail, more or less, in the mgt of the affairs of such a company。。。Clearly the agency model within the corp context would not naturally work to the advantage of the principals w/o some intervention.

现代公司出现，代理应运而生，帮助不参与经营的投资者们管理公司。所有权和控制权分离可导致利益冲突，需公司治理制度来保障所有者利益；另外，因为钱不是自己的，代理们就不上心，从而出现疏忽和浪费等损害投资者利益的事，外力监管必须介入。

4

Legal & Professional framework 法律和专业管理制度

Successive Companies Acts from 1844 in UK, laid down increasingly complex layers of legislation about the constitution, the format, the minimum disclosure requirements, about the use of reserves, the maintenance of capital & th egeneral protection of creditors. And there has been a legal requirement for an‘independent’ external audit of the fin disclosures of a company’s affairs on a periodic basis by competent & qualified professionals. 起源于英国的公司法奠定公司治理的基础（立法，形式，披露，留存资金使用，资本维护，债权人保护等方面）；后又要求独立的外审定期披露公司事务。

One of the major responsibilities of company directors is to ensure that the fin reports of companies are relevant & faithfully represent the affairs of the company & that SKHs can make rational decisions based on the qualitative characteristics of the reports that are published (a ‘true & fair’ representation).Auditing is mainly concerned w/ the faithful representation aspect of fin information. BOD（代理）要保证财报真实公允；（股东任命的）审计主要就是关注财务信息的真实披露。

Companies in most countries are by law required to have their accounts audited at the end of every fin period. A major aspect of most external CG codes is about ensuring that the role of the auditor is effective & the relationship btwn auditors & directors has integrity & is independen t& objective. The issues to consider here are who should appoint the auditors, how long should the same firm of auditors be used repeatedly, & should audit firms or even their subsidiaries or associates provide consulting services to their clients? 关于外审的角色和管理问题（主要在P7涉及）

5

CG – External & Internal Sources 公司治理的内和外

CG has internal & external sources: External CG consists of mandatory & voluntary codes, reports & frameworks such as company law, stock listing rules & accounting & auditing stds；Internal CG is how such external governance is complied w/ & embedded in the culture& values of the org & how sound governance is implemented & works in practice. 外部治理【自己看】；内部治理【新说法】：遵守外部监管；把治理理念嵌入组织文化和价值观；在运营实践中有效执行健全的管理制度。

CG framework helps provide a structure for governing the behavior of companies& their officers, but external rules, regulations, & codes of practice are not effective unless a climate of compliance in orgs is promoted to support such structures & mechanisms at all levels through such mechanisms as corp & ethical codes of behavior & values. There also needs to be a deeper culture embedded in companies, recognising the responsibilities & duties of mgt with regard to the legitimate rights of their SKHs & SHs.有效的治理框架需内外结合（单凭外部监管不够）；内部主要指公司治理准则，指导行为和价值观的道德守则，明确管理责任的组织文化（译者注：可参考COSO框架控制环境）

Effective CG is about promoting this climate of transparency, skepticism & objectivity; by creating systems, procedures, & internal structures, aimed at complying w/ external requirements, but also pre-empting& dissuading anti-SKH behavior from deep within the org. Internal CG (or corp culture)should therefore be instrumental in reducing the ‘expectations gap’ between the interests & motivations of the ‘agent’ & those of the ‘principal’; thereby addressing the agency problem at all levels within the org. 有效治理要：倡导透明/质疑/客观（治理核心概念）；制度保障外部合规和规避内部违背重要SKH利益的行为；内部治理（或公司文化）必须针对减少股东和代理的期望差距（译者注：P7有这个概念）。总之，通过以上做法，在公司所有层面应对代理问题。

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