本研究分析各類型機構投資人持股份額及持股變動，與企業併購長短期績效的關聯性，藉以探討各類型投資人在公司治理中所扮演的角色。本研究結果發現，機構投資人持股對企業監督的功能在短期不明顯。然而就長期而言，外資持股對併購長期績效有正面影響。無論由法人、機構投資人及總持股等層面來看，外資持股皆與併購企業長期績效有顯著的正相關。 進一步將各類型投資人持股拆解為細項，發現外資信託基金持股與併購長期績效的關係由負轉正;反觀本國方面，本國信託基金持股對長期績效則有非常顯著的負向影響；而包含職工福利會及基金會持股的本國其他法人持股及證券自營商持股則對長期績效有顯著的正向影響。 由持股變動也能觀察到一致性的結果。機構投資人持股變動與對併購績效的影響，於短期多為不顯著且方向不一致；長期而言，雖然包含外資機構投資人在內的多數持股變動變數皆未有顯著結果，但本國信託基金的持股變動與併購績效仍然存在非常顯著的負相關。 由公司治理及外部監督的角度而言，本研究結果顯示外資整體投資人在企業中扮演著重要的監督者角色。以細項來看，外資信託基金、本國其他法人及證券自營商較能有效地監督企業決策，為企業帶來長期的價值提升；反觀本國信託基金則非良好的企業監督者，且帶來顯著的負向影響。 / In this paper, we examine the relationship between different types of institutional ownership and acquiring firms’ performance on M&A activities. We found that the monitoring effect is weak in the short-term horizon; however, there is a significantly positive relationship between foreign institutional ownership and long-term performance on M&A activities. More specifically, the result shows that the ownership of foreign mutual funds, domestic foundations and securities dealers is positively related to M&A performance, while the ownership of domestic mutual funds has a significantly negative relation with M&A performance. At the same time, we have a consistent result from change in institutional ownership. While the relationship between change in most kinds of institutional ownership and long-term M&A performance is weak, the change in domestic mutual funds’ ownership has a strong negative relation with M&A performance. This paper shows that foreign investors’ monitoring has a positive influence on firm’s M&A decision. On the contrary, domestic mutual funds is not a good monitor that their holdings lead to poor M&A performance.

現今，世界經濟脈動迅速，科技發展日新月異，如何在瞬息萬變的趨勢洪流中掠取先機，端賴自身競爭力強弱而定。然而管理當局短視行為的發生，卻易損及企業的競爭優勢，甚至對企業未來有不利影響。造成管理當局短視之因源於多方面，來自資本市場投資人的影響即為其一。而資本市場中，機構投資人往往是大家注目的焦點，因此本研究乃對機構投資人持股比例與管理當局短視行為的關係進行探討，並期望能對公司治理制度的擬定上有所助益。 本研究以民國八十四年至民國九十年為研究期間，針對我國上市公司研究其管理當局短視行為與機構投資人持股比例間的關係，並探究在電子與非電子產業間兩者關係是否相同。此外，本研究亦比較機構投資人與個人投資者，各自持股比例與管理當局短視行為的相關情形，進以探尋真正能發揮監理機制的投資人類別。 實證結果顯示：(1)管理當局短視行為與機構投資人持股比例高低有顯著之負向關係，而與個人投資者持股比例間則有顯著的正向關係。(2)在非電子產業中，機構投資人持股與管理當局短視行為呈顯著負向關係，而電子產業中兩者則無顯著關係。(3)管理當局短視行為與機構投資人持股比例變動的幅度有顯著之負向關係，而與個人投資者持股比例變動則有顯著的正向關係。(4)在非電子股產業方面，機構投資人持股比例變動幅度與管理短視行為間無顯著關係；但在電子產業中，則兩者間呈現顯著之負向關係。 / Nowadays, the economy situation is changing so fast and the development of new technology has altered with each passing day. To be ahead of their competitors, firms must sharpen their competitive edge. However, management myopia often damage their competitive advantages and would do harm to the firms in the future. The phenomenon of management myopia is derived from many reason, one of them is the effect of the investors in the capital market. Furthermore, participants in the capital market always pay attention to the behavior of institution investors. Thus, this research explores the relationships between the ownership of institution investors and management myopic. We hope it would be beneficial to the enactment of the system of corporate governance. This research focuses on the relationship between the myopic behavior of management and the ownership of institution investors of the listed companies in Taiwan Stock Exchange from 1995 to 2001. It also explores if the relationship is the same in both electronic industry and non-electronic industries. Besides, the study also compares the effect of the ownership of individual or institution investors on the management myopia in order to point out the type of investors that can provide monitory function clearly. The empirical study indicates that (1) there is a significant negative relationship between the myopic behavior of management and the ownership of institution investors. Conversely, there is a significant positive relationship between the myopic behavior of management and the ownership of individual investors. (2) In the electronic industry, the relationship between the ownership of institution investors and the myopic behavior of management is not significant. However, it is significant negative in other industries. (3) The change of percentage of ownership of institution investors has significant negative relationship with the management myopia. However, it is opposite to the individual investors. (4) No significant relationship between the institution investors and the management myopic in non-electronic industries. But in the electronic industry, it is significant negative.

本研究主要針對目前企業績效不佳，董事會成員坐領高額董監酬勞之情況進行研究。本研究首先從權力與監督兩構面分析目前影響董監酬勞水準之因素，並進一步從權力與監督構面探討執行業務董監領取員工分紅產生之激勵或稀釋效果對公司價值與股東權益之影響。 實證結果顯示，董事會成員之權力擴張會導致較高水準之董監酬勞，尤其是執行業務董監之員工分紅部分，且執行業務董監領取員工分紅對於公司股東權益及公司未來價值具有負向之影響。家族企業之董監酬勞並不會隨著權力擴張而有較高的水準。在內部監督機制方面，獨立董監之監督效果較不明顯；在外部監督機制方面，主動機構投資人相較於被動機構投資人，具有抑制董監酬勞自利行為之效果。 / Based on a sample of Taiwanese companies listed in Taiwan Securities Exchange over the period of 1996-2004, this thesis examines the determinans of compensation of board directors from the power and monitoring perspectives. In addition, this thesis investigates the effect of equity-based compensation of executive directors on firm value and return on equity. The empirical result indicates that the entrenchment of managerial power determines the level of directors’ pay, especially on equity-based compensation. The more powerful the board of directors, higher the level of compensation, lower the company value and the return on stockholders` equity. However, as compared to non-family-controlled firms, the directors of family-controlled firms tend to have lower level of compensation. Moreover, we find that active institutional investors have greater monitoring effect on the compensation level of board of directors.

Corporate governance practice differs regionally and nationally, depending on how each legal environment protects minority investors, capital markets and company ownership structure. Governance can also change spectacularly in regions or countries with comparatively high levels of institutional investment. The notion of institutional investors' activism is increasingly important in developed markets as the ideal corporate governance mechanism to monitor corporate managers and overcome agency problems arising from dispersed corporate ownership in modern companies. These institutions can work together on an improved corporate governance framework more effectively than individual investors, monitoring corporate controllers of listed companies in emerging and developing markets, using their influence more vigorously and in ways more fitting to a concentrated ownership environment such as that in Saudi Arabia. Consequently, the role of institutional investors in emerging and developing markets will depend strongly on institutional investors' activism and the arrangements determined and undertaken by the corporate governance regulatory framework in these markets. In considering the influential role of institutional investors to improve corporate governance practice, a high level of minority shareholder protection thus remains an indicator of good corporate governance and regulatory pressure of rights and incentives, which are necessary to empower non-controlling shareholders in these concentrated ownership markets to exert a strong activist influence in monitoring corporate activities, thus improving the corporate governance practices of investee companies. In this context, this thesis contends that in Saudi Arabia in particular, shareholder involvement in corporate governance is inadequate, as a result of a variety of economic and regulatory obstacles. It goes on to identify what improvements are necessary and where, to ensure a sound framework for effective institutional investor activism and to improve the level of minority shareholder protection. It also cautions Saudi legislators against erecting hurdles to the future engagement of Saudi and foreign institutional investors in monitoring corporate activities which may affect the conditions for access, allocation and monitoring of equity, which is so important for value creation and sustainable economic growth. The main benefit to be derived from this research is that it facilitates a fuller understanding of the Saudi approach to corporate governance, the corporate ownership environment and trends in the capital market. The analysis also deepens knowledge of corporate governance regimes, including the role of institutional investors, and of their characteristics and investment behaviours. In short, it considers whether institutional investors are willing or have been encouraged to use their power to engage in the companies in which they invest and whether they are qualified to solve the agency problem.

This thesis brings together two responses to the question ‘how can the law extend the timeframe for environmentally relevant decision-making?’ The first response is drawn from the context of institutional investment, and addresses the timeframe and breadth of environmental considerations in pension fund investment decision-making. The second response is related to the context of public environmental decision-making by legislators, the judiciary, and administrators. Three themes underlie and bind the thesis: the challenges to decision-making posed by the particular temporal and spatial characteristics of environmental problems, the existence and effects of short-termism in a variety of contexts, and the legal notion of the trust as a means for analysing and addressing problems of a long-term or intergenerational nature. These themes are borne out in each of the four substantive chapters. Chapter III sets out to demonstrate the theoretical potential of pension funds to drive the reduction of firms’ environmental impact, and, focusing particularly on the notion of fiduciary duty, explores the barriers that stand in their way. Chapter IV provides a practical application of the theoretical recommendations outlined in its predecessor. It provides a framework outlining how pension funds might implement a longer term, more sustainable approach to investing. The second half of the thesis, operating in the context of public environmental decision-making, is centred upon a particularly poignant legal notion with respect to the environment and time: the concept of intergenerational equity. Just as the first half of the thesis deals with the timeframes relevant to investment decision-making by pension funds within the bounds of fiduciary duty, largely a private law affair with public implications, the second half of the thesis is concerned with the principle of intergenerational equity as a means for extending the decision-making timeframe of legislative, judicial and administrative decision-makers. As previous analyses of the concept of intergenerational equity provide little insight into its practical implications when applied to particular factual situation, Chapter V sets out the structure of the principle of intergenerational equity as revealed by case law. Chapter VI brings together the issues from the first three papers by conceptualising intergenerational equity in resource management as an issue of long-term investment. Long-term environmental decision-making faces many obstacles. Individual behavioural biases, short-term financial incentive structures, the myopic pressures of the electoral cycle and the tendency of the common law to reinforce the (often shorttermist) status quo all present significant barriers to the capacity of both private and public decision-makers to act in ways that favour the longer term interests of the environment. Nonetheless, this thesis argues that there is reason for hope: drawing upon the three themes that underlie all of the substantive Chapters, it articulates potential legislative changes and recommends the adoption of particular governance structures to overcome barriers to long-term environmental decision-making.