公司治理结构与公司财务舞弊
本站原创 论文中文摘要：上市公司财务报告舞弊问题是世界各国普遍关注白勺问题,不仅给投资者造成巨大损失,而且对于资源白勺合理配置和证券市场白勺健康发展带来很大危害。国内外专家学者对财务舞弊行为白勺发生根源作了大量实证研究,力图寻求有效控制财务舞弊行为白勺途径。本文在结合前人研究白勺基础之上,从我国上市公司公司治理结构角度入手,对上市公司公司治理结构与财务报告舞弊之间白勺相关关系进行了深入白勺剖析,并结合华源制药财务舞弊案例对两者白勺关系进行了研究论述。本文白勺特点在于采用了案例分析研究方法,通过对中国上市公司个案——华源制药财务舞弊案例科学规范白勺分析,从理论上、逻辑上对上市公司财务报告舞弊与公司治理间白勺相关性进行研究,证明了上市公司财务舞弊行为与公司股权结构、董事会制度特征密切相关,同时表明负责外部审计白勺注册会计师不能真正履行审计职责,证券市场相关白勺法律法规不完善,也为上市公司粉饰财务报表提供了可乘之机,并在此分析基础之上提出了若干针对性白勺治理建议,以期为广大投资者和管理部门提供一点儿参考
Abstract（英文摘要）：www.328tibEt.cn These years, the case of financial reporting fraud in listed companies of our country occurred one after another. The question about accounting transparency of listed companies has been a severe issue in puzzling investors. Not only caused huge losses to investors, but also for the rational allocation of resources and caused great harm to the healthy development of the securities market. Therefore to identify and prevent financial reports fraud of listed companies has become an important topic of Chinese securities market. It is a great realistic significance.This paper’s features is adopting the case study analysis, use of the cases of financial reporting fraud of the Worldbest Pharmaceutical co., LTD ..From the perspective shortcomings of corporate governance of listed companies. use of scientific theory and methods, we checked up the empirical findings of the previous inspection, and analysed deeply the relation of corporate governance of listed companies and financial reporting frau, It is from theoretically, logic and practice to do it. On the basis of a number of specific treatment recommendations with a view to provide a reference for investors and management.The first chapter of this article is on the relationship of corporate governance deficiencies and the company’s financial reporting fraud .Comprises the following three parts:(1) Meaning of corporate governance and Chinese corporate governance structure defects . The parts, the first analysis is the origins and development of corporate governance. and the corporate governance structure and the meaning of the types; Then three areas of the defects of the corporate governance structure of listed companies in China : First, the owner absent is a widespread phenomenon ; Second, the "internal control" is a serious problem; Third, it is ignoring the interests of the company are related to people’s interests. (2) The outline of corrupt financial reports of listed companies . The analysis presented in the financial part of the meaning of fraud, financial reporting fraud discussed the three main characteristics : First is the mainstay of financial reporting fraud is the management of a listed company; Second is the object of financial reporting fraud is the accounting of listed companies; Third, the financial reporting fraud is not essentially change the real profitability of enterprises .Then financial reports of listed companies to conduct an analysis of the situation and danger of fraud, that the financial reporting fraud seriously weakened the market allocation of resources. disrupted the normal order of the securities market and the capital market, investors misled by the investment decision. damage to the development of enterprises and interests of the normal deterioration of the social atmosphere, the danger is very serious. Finally from the "bounded rationality" theory. Contract Theory and the asymmetric information theory analysis of the theoretical basis for financial reporting fraud. (3) The relationship of quality of financial information and the structure of corporate governance. On the basis of the above analysis, the author analysed the relationship between the two and think that the disclosure of financial information with the corporate governance structure has the positive interaction; Distortion disclosure of financial information also reflects the major problems that exist in corporate governance.In the second chapter, the author systemic introduced the literature review on financial fraud and corporate governance-related research .Study the Financial reports from the corporate governance perspective has been widely recognized as a method of legal by the scholars. So far, the study of financial fraud has risen to a theoretical level, formed a relatively complete scientific research system, the results are more abundant. This provided a good background and rationale to depth study of Chinese listed companies for financial reporting fraud and corporate governance-related ;The diversity of the same methods used in our study provided a means for the draw. In this paper, from financial fraud associated with the ownership structure, and internal control of the board of directors, independent directors, board of directors, board of supervisors size of the board of directors, board of supervisors meeting frequency, The Board has characteristics with respect to the relevance of the results of theoretical research and collate comments come to the relevant research. Based on the research results he summed up the comments for the case study below to enter and provide the overall policy guidelines laid the theoretical foundation. In the third chapter, The author based on the characteristics of Chinese securities market system, Analysis the relationship between the financial reporting fraud and the external corporate governance. Refinancing of the stock market system and system of systems, and analysis of the background of Registered Accountants, Financial reports show that Chinese listed companies and securities fraud related to the sound system of laws and regulations with more the correlation. Through external environmental analysis, the same access to the case study below lay a theoretical basis.The main thesis in the fourth chapter, we use analysis the case of the listed companies in Chinese -worldbest pharmaceutical financial fraud, to test the theoretical conclusions and the relationship between financial fraud and corporate governance. During the process of analysis, in view of the characteristics of Chinese capital market and the shareholding structure, we discuss this question with the relevant legal system environment and the background of China.First, in this chapter, we introduced the basic situation and fraud situation of worldbest pharmaceutical companies. Since November 1997 through the traner of shares into China worldbest Group Ltd. worldbest pharmaceutical major shareholder, State Unit (Zhejiang Lanxi City financial) accounting 4.24%; state-owned legal person shares (China worldbest Group Co Ltd) accounted 41.09%; public shares (shares in circulation) accounted for 54.67%, but very scattered all shareholders. The more concentrated ownership structure, the risk of major shareholders internal control. From 2001 to 2004, a financial reporting fraud happened in worldbest pharmaceutical, a financial data distortion improper accounting treatment of income false, inflated profits and other problems, "many false practices, the total amount so great that length of time. involves a broad range ", was considered" shocking ".Then, From worldbest pharmaceutical equity structure, the Board features ,Chinese securities market system unique background, We analyse deeply the causes and motives of worldbest pharmaceutical financial fraud.In the equity structure, the author from a higher concentration of shares, the controlling shareholder(worldbest Group) invaded behior, corrupt behior by other subsidiaries companies to analyse the underlying causes of financial fraud of worldbest pharmaceutical . In the features of the Board, The author analyse the underlying causes of financial fraud of worldbest pharmaceutical from the Board and management controled by the major shareholder and the audit committee ,independent directors and board of supervisors of its supervisory bodies exist in name only.We found that majority board members come from the shareholder interest groups,they represent the interests of major shareholders. there is general manager, chief accountant and director of the "three functional capabilities,"; Failure of Internal Oversight, the independent directors controled. By major shareholders and loss of independence, the lack of professional financial expertise.In external environmental management , the author combine the background of Chinese securities market regulations to demonstrate the financial fraud motivation- is to prevent Punishment by the stock market, to pursue refinancing; Through analyse the behior of Shanghai Donghua accounting firms and certified public accountant, demonstrated that the system is imperfect registered accountants abetted the behior of financial fraud.Based on the above, this paper argues that the country’s conditions from reality, Through a variety of ways to strengthen the prevention and control of financial fraud. In this article, the equity structure should be optimized to reduce major shareholder of internal control; strengthen and improve the internal governance of listed companies; raise the standard of practice and professional ethics of Certified Public Accountants; improve relevant laws and regulations, increase penalties for violations; Strengthening the construction of credibility. listed companies improve the integrity of the standard recommended precautions.
论文关键词： 公司治理结构；财务报告舞弊；上市公司；华源制药；
Abstract（英文摘要）：www.328tibEt.cn These years, the case of financial reporting fraud in listed companies of our country occurred one after another. The question about accounting transparency of listed companies has been a severe issue in puzzling investors. Not only caused huge losses to investors, but also for the rational allocation of resources and caused great harm to the healthy development of the securities market. Therefore to identify and prevent financial reports fraud of listed companies has become an important topic of Chinese securities market. It is a great realistic significance.This paper’s features is adopting the case study analysis, use of the cases of financial reporting fraud of the Worldbest Pharmaceutical co., LTD ..From the perspective shortcomings of corporate governance of listed companies. use of scientific theory and methods, we checked up the empirical findings of the previous inspection, and analysed deeply the relation of corporate governance of listed companies and financial reporting frau, It is from theoretically, logic and practice to do it. On the basis of a number of specific treatment recommendations with a view to provide a reference for investors and management.The first chapter of this article is on the relationship of corporate governance deficiencies and the company’s financial reporting fraud .Comprises the following three parts:(1) Meaning of corporate governance and Chinese corporate governance structure defects . The parts, the first analysis is the origins and development of corporate governance. and the corporate governance structure and the meaning of the types; Then three areas of the defects of the corporate governance structure of listed companies in China : First, the owner absent is a widespread phenomenon ; Second, the "internal control" is a serious problem; Third, it is ignoring the interests of the company are related to people’s interests. (2) The outline of corrupt financial reports of listed companies . The analysis presented in the financial part of the meaning of fraud, financial reporting fraud discussed the three main characteristics : First is the mainstay of financial reporting fraud is the management of a listed company; Second is the object of financial reporting fraud is the accounting of listed companies; Third, the financial reporting fraud is not essentially change the real profitability of enterprises .Then financial reports of listed companies to conduct an analysis of the situation and danger of fraud, that the financial reporting fraud seriously weakened the market allocation of resources. disrupted the normal order of the securities market and the capital market, investors misled by the investment decision. damage to the development of enterprises and interests of the normal deterioration of the social atmosphere, the danger is very serious. Finally from the "bounded rationality" theory. Contract Theory and the asymmetric information theory analysis of the theoretical basis for financial reporting fraud. (3) The relationship of quality of financial information and the structure of corporate governance. On the basis of the above analysis, the author analysed the relationship between the two and think that the disclosure of financial information with the corporate governance structure has the positive interaction; Distortion disclosure of financial information also reflects the major problems that exist in corporate governance.In the second chapter, the author systemic introduced the literature review on financial fraud and corporate governance-related research .Study the Financial reports from the corporate governance perspective has been widely recognized as a method of legal by the scholars. So far, the study of financial fraud has risen to a theoretical level, formed a relatively complete scientific research system, the results are more abundant. This provided a good background and rationale to depth study of Chinese listed companies for financial reporting fraud and corporate governance-related ;The diversity of the same methods used in our study provided a means for the draw. In this paper, from financial fraud associated with the ownership structure, and internal control of the board of directors, independent directors, board of directors, board of supervisors size of the board of directors, board of supervisors meeting frequency, The Board has characteristics with respect to the relevance of the results of theoretical research and collate comments come to the relevant research. Based on the research results he summed up the comments for the case study below to enter and provide the overall policy guidelines laid the theoretical foundation. In the third chapter, The author based on the characteristics of Chinese securities market system, Analysis the relationship between the financial reporting fraud and the external corporate governance. Refinancing of the stock market system and system of systems, and analysis of the background of Registered Accountants, Financial reports show that Chinese listed companies and securities fraud related to the sound system of laws and regulations with more the correlation. Through external environmental analysis, the same access to the case study below lay a theoretical basis.The main thesis in the fourth chapter, we use analysis the case of the listed companies in Chinese -worldbest pharmaceutical financial fraud, to test the theoretical conclusions and the relationship between financial fraud and corporate governance. During the process of analysis, in view of the characteristics of Chinese capital market and the shareholding structure, we discuss this question with the relevant legal system environment and the background of China.First, in this chapter, we introduced the basic situation and fraud situation of worldbest pharmaceutical companies. Since November 1997 through the traner of shares into China worldbest Group Ltd. worldbest pharmaceutical major shareholder, State Unit (Zhejiang Lanxi City financial) accounting 4.24%; state-owned legal person shares (China worldbest Group Co Ltd) accounted 41.09%; public shares (shares in circulation) accounted for 54.67%, but very scattered all shareholders. The more concentrated ownership structure, the risk of major shareholders internal control. From 2001 to 2004, a financial reporting fraud happened in worldbest pharmaceutical, a financial data distortion improper accounting treatment of income false, inflated profits and other problems, "many false practices, the total amount so great that length of time. involves a broad range ", was considered" shocking ".Then, From worldbest pharmaceutical equity structure, the Board features ,Chinese securities market system unique background, We analyse deeply the causes and motives of worldbest pharmaceutical financial fraud.In the equity structure, the author from a higher concentration of shares, the controlling shareholder(worldbest Group) invaded behior, corrupt behior by other subsidiaries companies to analyse the underlying causes of financial fraud of worldbest pharmaceutical . In the features of the Board, The author analyse the underlying causes of financial fraud of worldbest pharmaceutical from the Board and management controled by the major shareholder and the audit committee ,independent directors and board of supervisors of its supervisory bodies exist in name only.We found that majority board members come from the shareholder interest groups,they represent the interests of major shareholders. there is general manager, chief accountant and director of the "three functional capabilities,"; Failure of Internal Oversight, the independent directors controled. By major shareholders and loss of independence, the lack of professional financial expertise.In external environmental management , the author combine the background of Chinese securities market regulations to demonstrate the financial fraud motivation- is to prevent Punishment by the stock market, to pursue refinancing; Through analyse the behior of Shanghai Donghua accounting firms and certified public accountant, demonstrated that the system is imperfect registered accountants abetted the behior of financial fraud.Based on the above, this paper argues that the country’s conditions from reality, Through a variety of ways to strengthen the prevention and control of financial fraud. In this article, the equity structure should be optimized to reduce major shareholder of internal control; strengthen and improve the internal governance of listed companies; raise the standard of practice and professional ethics of Certified Public Accountants; improve relevant laws and regulations, increase penalties for violations; Strengthening the construction of credibility. listed companies improve the integrity of the standard recommended precautions.
论文关键词： 公司治理结构；财务报告舞弊；上市公司；华源制药；