Establishing normative and effective corporate governance is state owned enterprise's key of establishing really modern enterprise system. Currently ,China is being corporate reform according to modern enterprise system, Hope to through reform, reach to property rights clear, government and enterprise apart, government and capital apart, perfect the restrictive, supervisor mechanism and encourage system, perfect the corporate governance, and then normalize company behavior,increase company performance.so is the actual situation or not? Because the listed corporations are leading enterprise in China. They are very typical, the paper chooses them as samples to make the empirical studies on corporate governance affecting company behavior and performance. First, the paper makes theory analysis on effect of corporate governance to company behavior and performance. Second, based on it ,the author uses econometrical empirical analysis method, establishes multivariate regression model, uses the model to test the effect of the listed corporate governance to corporate capital investment, research and development investment and performance; and then according a liquidity constrained, uses the model that vogt established in 1994 to test the hypothecs of managerial over investment in listed corporate. To effect of corporate governance to corporate behavior, the paper adopt grouping method, uses independent samples T test to study it. The main conclusions is this paper are as follows:(1) the result of empirical analysis on the effect of listed corporate governance to capital investment explains that proportion of national stock, legal person stock and stock concentrative degree have a significant positive effect on corporate capital investment. But other governance factors have no restrictive effects.(2) the result of empirical analysis on the effect of listed corporate governance to R&D investment explains that all corporate governance factors have no significant effect on R&D investment, so are in grouping situation according to industry.(3) The result of using model that vogt established in 1994 testing indicate that the China's listed corporate exit managerial overinvestment(4) The result of empirical analysis on the effect of corporate governance tocorporate violating rule behavior explains that according to violating rule or not, corporate governance have no significant effect on corporate violating rule behavior; according to frequency of violating rule, the proportion of national stock, stock concentrative degree have a significant positive effect on corporate violating rule behavior, but other governance factors have no significant effect on corporate violating rule behavior.(5) The result of empirical analysis on corporate performance explains that there is a significant ∩ curve relation between the proportion of national stock and performance; a significant U curve relation between the proportion of legal person stock, negotiable stock and performance, But other governance factors have no significant effect on performance.In conclusion, Because corporate governance and corporate behavior, performance didn't extablish organic connection, the author explores countermeasure to extablish satisfactory corporate governance in order to perfect listed corporate governance in China, normalize company behavior, increase company performance.
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