定义能增加企业价值的公司治理最佳实践【外文翻译】

1、本科毕业论文（设计）外文翻译原文：Defining corporate governance best practices to add firm valueEuropean family-controlled public companies tend to perform less well in the stock market than their American counterparts. Also, while more and more investment funds that focus on family-firm opportunities are being form

2、ed in the United States, institutional investors remain reluctant to invest in continental European family-controlled businesses. These trends suggest that the best practices followed by family firms in the United States may provide helpful examples for similar enterprises in Europe.Due to a number

3、of reasons, the positive impact of a family esntrepreneurialskills on a firm sstock price tends to decline as leadership is passed from one generation to the next. New generations may lack managerial abilities or, because of the comfortable lifestyle they already enjoy, may not possessthe same drive

4、 for personal success as their fathers or mothers. Loss of motivation and a decline in capability in the third generation of a family are frequently seen as signs of theBuddenbrooks effect,” and these qualities may be a major cause of the conservatism of younger generations regarding innovation and

5、growth.Also, as the company grows, new financial needs emerge. Equity injectionsbecome necessary to provide working capital, support expansions, and refresh to meet market demands, a second or third-generation entrepreneur may forgo a business opportunity that has the potential to dilute her stake i

6、n a petitive strategies. Because the family s financial availability may be insufficientIn other cases, new generationsmay not share the same vision about strategic goals and disagree on the direction the company should take in the future. While owners may be linked by blood, they can oft

7、en lack a cohesive identity, legacy, and culture. This normally leads to organizational disruptions, inefficient transitions, and a loss of competitiveness. Businesses grow linearly, while families grow exponentially.As time goes by and generational successions multiply the number of interested indi

8、viduals, keeping family members united and enthusiastic about working with one another is a key issue and one of the most difficult governance tasks in family-controlled firms.Finally, it is not uncommon for the retiring founder to rearrange the corporate and financial structure of the firm so as to

9、 ensure that, after the succession, control stays within the family. Because they do not respond to the strategic or financial needs of the business, such prearranged changes-excessiveborrowing, issuance of multiple voting shares, expansion of pyramidal organizations, cross-holding of stock, etc.-ar

10、e done in a suboptimal fashion and turn out to be detrimental to the firms value.Around one-third of all European Union firms are expected to change hands in the next decade. Although there are no official statistics on business transfers,European families seem less inclined to solve their successio

11、n problems by looking outside of the firm and hiring external managers. Moreover, when external talent is brought in, it often remains subject to the direction and the close supervision of the controlling family. The outsider imspact on future strategic changes is therefore undermined, or at least s

12、ignificantly controlled.The job market for senior executives is also less structured in continental Europe than in the United States or the United Kingdom. European use of executive search firms is increasing but is still not nearly as common a practice as it is in the UnitedStates or the United Kin

13、gdom. Mid-size and smaller companies in particular tend to base their recruitment efforts on personal contacts and family networks. Although locally present, international search firms cannot always rely on an extensive pool of local candidates, and may add little value to the search.Best practices

14、indicate that being open to a public market for corporate control generatesat least two major benefits, one of which is improved monitoring of the efficiency and the integrity of management. Should the stock value suffer as a result of inefficient management, a family-owned company could become an a

15、ppealing acquisition target for its competitors. Given that senior managers of such a company are likely to lose their position if the tender offer is successful, a functioning market for corporate control operates as an incentive to perform efficiently and deliver tangible results for all constitue

16、ncies of shareholders. Public markets also provide a powerful disincentive for members of the controlling family to attempt an expropriation of wealth. In fact, should the stock price suffer as a result of continuous extractions of personal benefits by a dishonest strategic shareholder, the controll

17、ing power of that same individual (or group of individuals) will also be threatened by a hostile takeover initiative.Pyramidal structures, interlocking directorships, multiple voting shares, shareholders voting agreements,and other legal enhancementsof corporate control shield the company from the p

18、ublic acquisition market and, as a result, negatively affect stock performance. In addition, when the acquisition market is kept strictly private, a higher premium is required for a friendly sale of controlling positions. This premium-calculated as the difference between the per share price paid for

19、 the control block and the per share market price as of two days after the announcement of the sale to the public- severely limits the interest an investor may have in that company s publicly-traded shares, and can undermine long-term stock value. While the average takeover premium in the United Sta

20、tes and the United Kingdom is 2 percent, statistics indicate that in some European countries, such as Italy (37 percent) and Portugal (20 percent), a successful takeover may require bids that are far above the actual market value.Overall, hostile takeovers are far less frequent in Europe than in the

21、 U.S. and U.K.markets, and, in certain continental countries, their use as a disciplinary device against inefficient management is rare. From this standpoint, the long-awaited EuropeanTakeover Directive of 2004 has been a disappointment. Even though mandatory for all member states of the European Un

22、ion, the new regulation provides only a general framework for carrying out these transactions while achieving very little in terms ofrestricting managements ability to adopt defensive measures against hostile takeovers.Therefore, no real improvement in the efficiency of the market for corporate cont

23、rol can reasonably be expected in the near future unless controlling families become aware of the importance of such markets for their own firms competitiveness and survival.Statistical data on disclosed financials by public companies suggest that any level of family control above the 30 percent own

24、ership threshold is suboptimal and negatively affects long-term stock performance. Moreover, a sale of stock should not be seen by the family as a loss of control, but as an opportunity for family members to better diversify their personal asset allocation and partner with a strategic player in the

25、investment community. While large institutions primarily invest through a leveraged buyout deal for the purpose of becoming the primary owner, private equity funds focused on family-controlled businesses take a different approach, and consider more traditional mid-market transactions such as recapit

26、alizations and growth equity investments. Such an approach does not rely as heavily on leverage, and limits the amount of debt that the firm needs to incur to finance the deal. As a result, selling shareholders are simultaneously provided with liquidity, a guaranty of continued control, and a strate

27、gic thought partner.A second large shareholder may exercise a moderating influence on the self-interested behaviors of family members and managers, and be the driving force for wiser succession planning and the establishment of a rigorous system of corporate governance. Since the institutional inves

28、tor is free from the emotional attachment most family members feel toward the firm, it can help redefine strategic objectives.On the other hand, having chosen to commit its capital to a portfolio composed of family firms, the institutional investor adopts that same longer-term managerial orientation

29、 that represents the main competitive advantage of this category of businesses.Being specialized, a private equity house has an intimate understanding of the unique issues facing family firms. In fact, investors may collaborate with the family and the management team to implement incentive programs

30、that align the interests of all stakeholders to create equity value. After closing the transaction, an expert can work with the organization to execute the business plan, identify and facilitate the s board of directors, and serve ascompletion of acquisitions, strengthen the company a thought partne

31、r to enhancevalue while leaving day-to-day operating decisions to management.For decades, the European market for private investments in public equity suffered because of a combination of economic and political factors, including the size limitations of local stock exchanges and unpredictable fluctu

32、ations in the value of certain currencies. More recently, the adoption of a single currency and the process of worldwide integration of financial marketplaces have boosted this type of institutional investment, in the Eurozone as well as beyond its borders. Only a few years after the introduction of

33、 the euro, equity investment activities in continental Europe are flourishing and rapidly reducing the traditional gap in such investment between the region and the United States. European fundraisers, for their part, have become more sophisticated and specialized in reaching the different segments

34、of the institutional investment market.Nevertheless, the strong ownership concentration of many European enterprises limits the pool of investment opportunities and helps explain why so much capital continues to flow from Europe into funds and corporations based in the United States.A study publishe

35、d this year indicates that crossing the Atlantic to invest in U.S. equity is something most European institutional investors are comfortable with, given the country s entrepreneurial and innovative cult，urethe professionalism, maturity, and size of the U.S. market ， and the well-developed capital an

36、d exit markets for small companies.One of the core functions of corporate governance is providing guidelines that ensure controlling shareholders treat the firm sother constituencies in a fair and nonpreferential fashion. More specifically, there should be a set of rules that guarantee small investo

37、rs and savers an adequate voice in corporate decision making (as well as safeguards against deceitful insider deals). Such safeguards must be an essentialcomponent of any country s attempts to avttersatcmt einnt and secure prosperity.The Action Plan on corporate governance announced by the EuropeanC

38、ommission in 2003 is indicative of the EUs commitment to strengthening shareholders rights and harmonizing governance standards throughout the continent.Nevertheless, the approach actually adopted differs greatly from the Sarbanes-OxleyAct of 2002, which was drafted in response to Enron and other U.

39、S. scandals. Instead of resting on a renewed legal framework like the American model (i.e., SarbanesOxley and the subsequent SEC regulations), the European solutions rely on the so-called “ comply or explaipnrincip”le, under which a company should disclose any divergence from widely-recognized behav

40、ioral codes. To this day, the degree of statutory protection of minority shareholdersand the quality of law enforcement in continental Europe are lower than in the United States, and good corporate governance largely depends on eacchompany s willinngess to embrace best practices.Deciding which best

41、practices to adopt, then, is a key component of successful corporate governance. In the last decade,business ethics and governance standards have drawn the attention of economic researchers,who have, in turn, demonstrated their impact on firm value and business growth. The most recent edition of the

42、 GlobalInvestor Opinion Survey regularly conducted by McKinsey & Co. found that corporate governance is among the fundamental indicators used by financial institutions and funds to make their investment decisions, with some investors willing to pay a premium (as high as 30 percent in emerging market

43、s) for well-governed companies with a track record of accountability.As with any business, the value of a family-controlled firm is greatly affected by the quality of its corporate governance. Successful families appreciate the importance of an organization that is accountable to all investors and s

44、takeholders, and understand that such accountability is central to protecting the value of their own stake in the venture. They perceive corporate governance not as a costly set of procedural complications, but as the cornerstone of the public company they control.As a result, they are committed to

45、properly defining the roles and responsibilities of the three main centers of power within the organization (ownership, management, and the monitoring team), so as to facilitate engagement and collaboration across the firm.As controlling shareholders,families directly participate in (or, at a minimu

46、m, can influence) the actual selection of senior managers, directors, and internal auditors.Often, family members are personally involved in business matters by exercising strategic, decision-making, or monitoring functions. An effective system of corporate governance ensures that their involvement

47、occurs in the most transparent fashion possible and remains open to criticism on the part of other constituencies, both inside and outside the firm.Source: Matteo Tonello,2005. “Defining corporate governance best practices to add firm value”. The Conference Board Executive action series, no.A-0161-0

48、5-EA,September, pp.1-8.译文：定义能增加企业价值的公司治理最佳实践欧洲家族控制的上市公司在股市方面往往比他们的美国同行表现得更为逊 色。此外，虽然越来越多的以家族企业的机遇为重点的投资基金正在美国形成， 机构投资者仍然不愿意投资于欧洲大陆的家族控制的企业。 这些趋势表明， 最好 的做法是跟随给欧洲同类企业提供有用的例子的美国家族企业。由于多种原因，一个家族关于股票价格的创业技能的积极影响下降的主要原 因是领导权从一代传递到下一代。 新的一代可能缺乏管理能力， 或者因为他们已 经享受了舒适的生活，可能不具备像他们的父亲或母亲一样的成功个人的驱策。一个家族的第三代丧失动机和能

49、力下降的迹象往往被视为“布顿伯鲁克效应” 而这些特质可能是年轻一代的创新和成长方面过于保守的主要原因。此外，随着公司的成长， 出现新的金融需求。 注资变成了必要以提供营运资 金，支持扩展，并刷新竞争策略。 由于家族的财务状况可能不足以满足市场需求， 第二代或第三代企业家可能放弃削弱她在一个合资企业的股份的商业机会。在其他情况下，新一代可能不同意有关战略目标的同样的愿景和未来公司应 该会实施的方向。 虽然业主可能通过血液联系在一起， 但是他们可能缺乏一个有 凝聚力的身份，传统和文化。这通常会导致组织混乱，转换效率低下，并且丧失 竞争力。企业是呈线性增长的， 然而家庭是翻倍地成长的。 随着时间的推

50、移和世 代继承乘以有兴趣的个体数目， 保持家庭成员彼此之间的团结和热情工作是一个 关键问题和，也是在家族控制企业中最难的治理任务之一。最后，对即将卸任的创始人来讲，重新安排该企业的法人和财务架构用来确保在继位后仍在家庭内部控制之中是不寻常的。因为他们不应对企业的战略或财务需求负责，例如预先安排的变化一一过度的借债， 多种表决权股份的发行，锥 体组织的扩大，股票的交叉持股等等一一都以一个最理想的方式完成并且最终被 证明不利于该公司的价值。在未来十年里，大约三分之一的欧洲联盟企业是被期望易主的。虽然没有关 于企业转让的官方统计，但是欧洲家族似乎不太愿意通过寻找公司以外的和招聘 外部经理来解决继承问

51、题。此外，当外部人才引进来了，仍然常常控制着方向和 家族的密切监督。局外人对于未来战略变化的影响遭到破坏，或者至少被显著的 控制。在欧洲大陆，高级管理人员的就业市场也比在美国或英国少。 猎头公司的欧 洲客户的使用量正在增加，但是由于它不是在美国或英国，仍然几乎没有共同的 做法。特别是中型和小型企业倾向于立足在他们的个人接触和家族网络的招聘工 作。虽然在局部性的当前，国际猎头公司不能总是依靠广泛的本地考生， 并有可 能对搜索产生很少的价值。最佳实践表明，对公众市场开放公司控制权至少产生两大好处，其中一个是一个家族经营效率和诚信监测。如果股票价值因此而受到管理效率低下的影响,制企业有可能成为其竞争

52、对手很有吸引力的收购目标。如果收购要约成功，这样 一个公司的高级管理人员可能会失去自己的立场， 一个为公司控制权而运作良好的市场，是作为一个为所有股东选区的有效执行和实施的鼓励而生效的。公共市场也为家族成员试图征用财富的行为提供了一个有力的惩罚措施。事实上，股票价格会遭受由于被不诚信的合作股东连续个人利益的提取而带来的风险，同一个 体（或个别集团）的控制权也将受到敌意收购行动的威胁。金字塔结构，环环相扣的董事，多表决权股份，股东投票协议，其他公司控 制权法律的增强，屏蔽了公众收购市场的公司，因此，股市表现出负面影响。此 外，当收购市场保持绝对私人时，更高的溢价被一个友好的控股地位的销售所需 要

53、。这个溢价一一是由两天后向公众公布发售公告的在每股支付控股的价格和每 股市价之间的差额计算所得的一一严重限制了投资者可能购买该公司的公开上 市的股票的兴趣，这样可能会破坏长期股票价值。虽然在美国和英国的平均收购溢价是 2%，但是统计数据显示，在一些欧洲国家如意大利 （37%）和葡萄牙（20%）， 一个成功的收购出价可能需要远远高于实际的市场价值。总体而言，欧洲的恶意收购比美国和英国市场不频繁的多， 并在某些大陆国 家，他们对低效的管理纪律设备的使用是罕见的。从这个角度来看， 2004 年期 待已久的欧洲收购指令是令人失望。 虽然对欧洲联盟所有成员国的强制， 新规例 规定，只有一个执行这些交易同

54、时实现了非常少的限制管理层预防恶意收购的措 施的能力方面的总框架。 因此，没有真正的为了公司控制权而做的市场效率的改 善可以在不久的将来合理地预期， 除非控制家族会意识到这些对他们自己公司的 竞争力和生存的市场的重要性。由上市公司公开财务的统计数据表明， 任何家族拥有 30%以上的阈值控制水平是次优的和消极地影响着长期股权的表现。 此外，股票的出售不应该作为控制 损失被家族看到，二是作为一个对家族成员来说使他们的私人资产配置更好的多 样化和与投资界战略玩家成为合作伙伴的机会。 然而大型机构主要通过成为首要 所有者的杠杆收购交易来投资， 以家族控制企业为主的私募基金采取了不同的方这种方售股股成为法，考虑更多的是如资本结构调整和增长股权投资的传统中端市场交易。法不