The main purpose of this study is to find out the relationship between the characteristics of board composition and earnings management. It is a case study of steel industry and telecommunications industry ,which have state-owned enterprises after privatization. From the perspective of earnings management, the Modified Jones Model is used for the detection of earnings management ,and the period of the study samples is from 2005 to 2007. There are six independent variables .They are the proportion of shareholding directors and supervisors, the pledged share ratio of directors and supervisors , the proportion of shareholding foreign investors, the proportion of shareholding government, the number of independent directors and the if the board has set the labor director or not. SPSS statistical software is used to do empirical analysis. The empirical results of this study shows that there is significant positively correlated between the proportion of shareholding directors and supervisors and earnings management ; there is significant negatively correlated between the proportion of shareholding foreign investors and earnings management ; there is significant negatively correlated between the proportion of shareholding government and earnings management. Above all , part of the variables of characteristics of board composition in this study are not significantly affected earnings management , resulting in some of the hypotheses do not hold .Thus, this study suggests that the concept of corporate governance in Taiwan is not already universal yet in the study samples, and Taiwan's independent directors just set up in the beginning stages of implementation. Besides, the labor director only interest in the labor rights issues, not in earnings management issues , and also they do not have the ability to judge them.

In this paper we investigate the relation between corporate governance mechanisms and performance of financial holding companies (FHCs). We find that irrecoverable loans will affect the accuracy of FHCs¡¦ performance. So we remove the factor of bad debts and use this new performance proxy. In addition, we investigate the difference of corporate governance mechanisms between the FHCs that have subsequently merged other banking firms and those that haven¡¦t. The results are as following. (1)The financial performance of FHCs and corporate governance mechanisms We find that the coefficients for the institutional investor ownership and board size are negative and statistically significant. This result is consistent with Pound¡¦s (1999) strategic alignment hypothesis and with Jensen (1993), Lipton and Lorsch (1992). However, the coefficients for the managerial, governmental ownership, and supervisor size are not statistically significant. When we investigate the 7 better FHCs as another samples. The coefficient for the governmental ownership is negative and statistically significant. We believe that the governmental ownership will make the firms conservative and is not good for company. (2)The subsequent mergers and corporate governance mechanisms The FHCs that have subsequently merged other banking firms have higher level of the managerial and institutional investor ownership, but less number of board size and supervisor size than those that haven¡¦t. But there is no difference in the governmental ownership. The findings are consistent with Amihud and Lev (1981) and Roll (1986). They believed that mangers will make money or non-money profit during merging and institutional investors will cooperate with managers to avoid the conflict of interest between them.

As a series of financial crisis and accounting scandals occur around the world, the government, many institutions and the public have put great emphasis on corporate governance. Most of the prior research focus on how the corporate governance monitoring system can enhance the firm value and reduce the financial crisis. This empirical analysis includes investment opportunity set (IOS) as an environmental factor and tests the interaction between IOS, firm performance and external corporate governance mechanisms (audit quality and institutional investor ownership) as well as internal corporate governance mechanisms (CEO duality and pledged shares ratio of directors and supervisors) in Taiwan. The sample consists of 999 Taiwan publicly listed companies both in electronics industry and non-electronics industries in 2003. This empirical study uses common factor analysis, Pearson¡¦s correlation analysis and regression analysis to test four hypotheses. The hypotheses are as follows: (1) the relationship between IOS and firm performance will be affected if the auditor is from the Big 4 auditing firm. (2) The relationship between IOS and firm performance will be changed due to the institutional investor ownership. (3) The CEO duality will influence the relationship between IOS and firm performance. (4) The pledged shares ratio of directors and supervisors has an influence on the relationship between IOS and firm performance. The results show that audit quality has no influence on the association of IOS and firm performance, but the institutional investor ownership has a negative and significant influence on that relationship. In non-electronics industries, CEO duality won¡¦t change the firm performance but a negative influence is reported in this study. Eventually, while many companies with financial distress have a higher pledged shares ratio than other normal companies, a positive influence is shown in this study when the investment opportunity set is considered.

Research on holding bank¡¦s risk-taking behavior have focused on the effect on the performace. Using data in Taiwan, this paper investigates the relationship between managerial ownership, franchise value and domestic bank¡¦s risk-taking behavior. ¡@This paper includes independent variances of total return risk, systematic risk and idoiosyncratic risk derived from the capital market, and includes dependent variances of managerial ownership, franchise value, financial leveal, operating leveal and total assets. ¡@This research indicates that: ¡@1.manager ownership is negatively related to both total return risk, systematic risk and idoiosyncratic risk. ¡@2.franchise value is negatively related to both total return risk and idoiosyncratic risk, and unlated to systematic risk. ¡@3.financial leveal is unrelated to both total return risk ,systematic risk and idoiosyncratic risk. ¡@4.operating leveal is positively related to both total return risk and idoiosyncratic risk, and unlated to systematic risk. ¡@5.total assets is unrelated to both total return risk, systematic risk and idoiosyncratic risk.

Abstract This research intends to explore the advantages and disadvantages of internal control, conduct the whole concepts of total ethical management, and standardize all business ethics, social responsibility and profit level as performance benchmarking. Instead of single criterion on profit level, the multi-assessment expects to achieve business sustaining operation and win-win situation for both business and society. It can also re-build the way of investment decision for investors and improve the attitude of business on social responsibility and the consumers¡¦ recognition on business image. The study collected related data for corporate governance, internal control and ethic management to find out how to promote and implement the integration of corporate governance, internal control and ethic management on routine operation, so as to conduct a business culture. In this study, questionnaire survey and statistical analysis are used to understand the business viewpoints on the above 3 subjects in present and raise the importance and development of business ethics. Keyword: corporate governance, internal control, ethic management

The inside is controlled to want to reach enterprise's goal , improve business efficiency , strengthening enterprise's physique , promoting the mechanism with indispensable competitiveness of enterprises, Taiwan is going through August of 1995, staff's practicing fraud case at the basic level of maximum amount in a Taiwanese financial history --After country's ticket case causes great losses of country's ticket , ' the inside is controlled ' relevant topic boiling reporting , making a self-criticism without restraint. Several things of shaking compatriots will recur again in 2003 , will include: Incident of steal and sell customer's stock , the financial card of the bank happen in the same year and is stolen by side recording , national treasurying etc. that famous in October to speak to the staff of law office of law, the relevant newspapers and magazines mention the question that ' the inside is controlled ' again, this topic causes everybody's concern once again too. This research case company, in order to set up the reason law lawyer's office of remarkable reputation for many years in the bar , only because the inside controls and causes the fraud case of breaking into the staff to defalcate improperly. This research audits the criterion communique No. 99 with U.S.A. ' check the financial statemant to the doing in the test amount that is deceived ' Three risk factors that the composition pointed out in (Conskderations of Fraud in a Financial Statement Audit ) practices fraud: Inducement and pressure (incentive/pressure), five major key elements of the attitude and rationalized (attitude/rationalization ) , and the chance (opportunity ) and composition that the inside control, control the environment , risk and assess , control the activity , information and communicate and supervise etc. to analyse the production reason of the incident and disappearance of controlling the system of inside that this case practice fraud. The result shows , an office lacks the system to restrain, totally places the control of different potential risks of the office on people's moral character , must examine the system in proper and management way again in fact.

This thesis is based on the stock listing electronic companies in TSE and OTC. There are two purposes of this paper. First, to understand what the difference between failure and non-failure firms under financial factors and corporate governance indicators. And second, to compare with the different material frequency, the predictive ability and the correlation regarding the enterprise crisis reveals the variable whether has a difference. The experiment results show that: By independent-sample t test and logistic regression, we find that under the quarterly financial statements, the profit index is the most manifest factor and the next is debt ratio. The closer to the time of the distress, the more factors in operating efficiency that make the two kinds of the firms differ. Financial distress firms have the higher account receivable turnover rate. In corporate governance factors, the proportion of family members holdings and the rate of directors¡¦ shareholding are the most two important variables. The results from yearly financial reports are similar to which from quarterly financial statements. Profit index and liquidity index can be the prior indications to judge whether a firm gets financial crisis or not. In independent-sample t test, the cash flow from operation ratio and times interest earned are marked variables in the first and second year before bankrupt. The diversity of traditional financial index and the corporate governance variables between failure firms and normal firms are very obvious in the first year previous to failure. In corporate governance factors, the proportion of family members holdings and the extent of the shares as collateral by the board of directors are the most important variables. Regardless of yearly or quarterly financial statements, the closer to the time of the distress, the more different variables appear. The average percentage of correctly classified firms is 80.13% from the 8th to 5th quarter previous to the distress better than 2nd year previous to the distress. Compared with the average accurate prediction rate from the 4th to 1st quarter, the predicting ability from 1st yearly financial statement is better. But the 1st and 2nd accurate rate are 92.54% and 93.44%, the average is 93%. In other words, we can overcome the time lag and raise the predictive ability by using quarterly reports rather than yearly financial statements.

In this paper, it attempts to investigate whether corporate governance affects foreign investment or not. Furthermore, it also wants to detect what factors influence the percentage of foreign investment. Some hypotheses for corporate governance and foreign investment are developed in this study. Multi-regression models are conducted to test the relationship between corporate governance factors and foreign investment. The results of multi-regression models indicate that higher corporate transparency, bigger companies and companies with lower liability ratio attract more foreign investment. Moreover, companies held by big stockholders have higher percentage of foreign investment; on the contrary, family-owned firms are not preferred by foreign investors. In addition, foreign investors like to invest in firms having more independent directors. Furthermore, companies having GDR (Global Deposit Receipt) or ECB (Euro Convertible Bond) do increase the percentage of foreign investment. This paper also utilized the logistic regression to test what corporate governance factors act on the willingness of issuing GDR and ECB. As a result, it finds that company size, liability ratio and percentage of stocks held by owner¡¦s family all have impact on whether the company issue GDR or not. In addition, size and family holding are two significant factors that affect Taiwanese companies to issue ECB. Hence, this paper provides some information for foreign investment in Taiwan.

Under the development trend of globalization, enterprises are forced to follow the vision of corporate governance. Enterprises must construct an effective internal controlling system in the basic running environment, and strengthen the enterprises risk management, follow the SOX norm to improve the corporate image then march toward the internationalization. This research adopts the case study, choosing the representative enterprise, the ASE Incorporated. By the way of depth interview and analysis in the relational papers, we have the main conclusions as the result as follows. First, Strength the stratagems of corporate governance: Raising the information transparency, establishing the internal management process and strengthen the enterprises risk management, etc. The ASE Incorporated combines the SOX and internal control norm, in order to make the result of resources integration. Second, balance the legal systems and practices of independent director: Shown in the secondary materials and analyze other information of this research, the legal systems and practices are not in opposing side. The considerations of setting up the independent director can improve the quality of decision and raise the effects, but do not influence the decision-making by way of full powers. However, it can intensify the governance efficiency. We make some suggestions for the enterprises. It is including place importance of internal control system and internal audit management and enhancement the information system. The good institutional framework can be expected the development goal of corporate governance.

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