Corporate reputation index (CCI) is a special research initiated by Economic Observer and Economic Observer Institute (EORI), aiming at establishing corporate reputation standards and measuring reputation.
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The "corporate trust" in this study refers to the degree of trust of the management authorities of listed companies or the trustees of public assets in their information disclosure to information users. These information users include shareholders, stock investors aiming at market arbitrage and company stakeholders, including employees, creditors, suppliers, resellers, peers, governments, consumers and non-consumer residents. Although this study focuses on listed companies, listed companies have a very extensive relationship with related parties, involving controlling shareholders and their related parties, and form a broader corporate alliance through suppliers, resellers, creditor banks and so on. Therefore, the trust standard and trust measurement discussed in this study can be extended to non-listed companies on the extension boundary, and can be applied to non-listed companies to some extent.
EORI believes that the credibility of company management and its information disclosure is of great significance to all kinds of information users. For example, unreliable financial reports endanger shareholders' rights and interests, bank loans, stock prices and even private savings and financial security, encourage unfair commercial competition, encourage irresponsible market behavior, cover up crimes, reduce the efficiency of the securities market and even the efficiency of resource allocation of the whole society, and so on.
Considering that this study covers a wide range of corporate governance and accounting standards, and notes the significant differences between globalization and internationalization, this study fully draws lessons from internationally recognized corporate governance and accounting standards, and also fully considers the corresponding laws, administrative regulations and professional standards in China. EORI believes that some shocking corporate scandals outside China in recent years are not isolated, and many of them are similar to those involving corporate trusts in China. Moreover, because China is in the primary market development stage, it belongs to the post-socialist transition country or the system transition country from planned economy to market economy, and adopts a gradual reform model different from many eastern European countries, the issue of enterprise trust has certain particularity. Therefore, EORI realizes that it is a very complicated task to establish trust standards and measure trust. Only with the extensive participation and support of the public can we promote the responsibility of public assets trustees and enhance the corresponding accountability and responsibility.
I. Project background
I) Institutional transformation
The core problem of economics and economics lies in distribution. The effective allocation of resources depends on the credibility of information system, among which accounting information is an important core of resource allocation information system. To a great extent, the core of the system transformation from planned economy to market economy lies in the transformation of resource allocation mode; The former is a planned way, with the government as the main body, and the power to maintain the credibility of information systems is mainly administrative orders and discipline; The latter is market-oriented and enterprise-oriented. The power to maintain the credibility of information system comes from legislative-judicial-bureaucratic mechanism, moral-association mechanism and attack mechanism. Different from the widespread abuse of intrusive mechanisms in countries in transition in Eastern Europe (such as using mafia to provide non-public protective relief for the damage caused by bad trust-author's note), the lack of corporate trust in China often leads to various types of destructive substitution of legislative-law enforcement-administrative mechanism and moral alliance mechanism. For example, the abuse of usufructuary right leads to malpractice for personal gain, duty crime, legal person occupation, false statements in financial reports involving commercial fraud, bad debts of banks, stock price manipulation and so on. , and ultimately damage the efficiency of social resource allocation.
More and more economists are beginning to realize that the success or failure of institutional transformation depends on the transformation of credit model-the means to establish and obtain credit. In a study on the main economic problems of post-socialist countries in transition sponsored by Collegium Budapest, economists from countries in transition in Eastern Europe, Britain and the United States indicated that they were most concerned about honesty and trust. Even in the market economy, the improvement of trust mode is consistent.
2) Accounting responsibility
Unreasonable financial reports led to the closure of the Dutch East India Company at the end of18th century, and were also the key to a series of fatal business scandals such as Enron, WorldCom and Parmalat since the end of 2 1 century. As Xunzi, a philosopher in China, said, "It is not enough to have faith, but there are still unbelievers".
Since the beginning of this century, the biggest challenge faced by accounting, an ancient profession born in a new era, is not the accounting scandal, but the reorganization of accounting responsibility. More from the government governance level and its pressure on restructuring accounting responsibilities. Among them, the most striking thing is not the Sarbanes-Oxley Act passed by the US Congress in 2002, but the "responsible market economy" reached at the G-7 Summit in 2003. In a sense, the former basically follows the stipulation that the top leaders of enterprises should bear the primary accounting responsibility in the Accounting Law promulgated in the 1990s (this shows the necessity of globalization rather than internationalization of accounting standards-author's note). To a great extent, this study believes that corporate trust is an extension of "responsible market economy" in the level of accounting responsibility.
Accounting responsibility evolved in the last century and is divided into accountant legal responsibility and auditor legal responsibility. Unfortunately, nearly a century after its birth, the independent audit system finally exposed its fatal weakness-audit interests and paid services driven by controlled shareholders can make it deviate from independence and form an interest alliance at the expense of minority shareholders and stakeholders. A series of accounting scandals make people realize that the role of public accounting in the accounting system must be further strengthened, otherwise, the reorganization of accounting responsibility can not restore public confidence in accounting justice. Regrettably, until now, China's accounting system is still full of the color of ancient government-run accounting, and the influence of government departments on accounting behavior is still the most important.
III) Corporate Governance
Good corporate governance not only promotes the competitiveness and entrepreneurship of the company, but also affects the public's understanding of the assumption of going concern to a great extent. Contrary to widely spread accounting principles, it is not always cash flow, debt ratio and net assets that determine the assumption of going concern, and the role played by corporate governance can not be ignored. In the case of lax corporate governance structure, seemingly excellent financial performance can't cover up the company's real crisis. As the basic law of the commercial law system, the company law does not take the profit and the distribution among shareholders after the profit as the legislative starting point, but takes the shareholders' obligation to pay off the debts of the company after losing the assumption of going concern as the legislative starting point.
The company's foothold lies in "self-management, self-financing". Without this foothold, what we see after "unveiling the corporate veil" is "robbing Peter to pay Paul" in related party transactions, including illegal, unfair, inconsistent and asymmetric financial reports and various commercial frauds.
Almost everyone thinks that the goal of entrepreneurs is to create maximum value for shareholders. However, the study of Shanxi merchants more than 0/00 years ago shows that the first goal of businessmen is to maintain the hypothesis of sustainable management, and the second goal is to realize the time proliferation of wealth (Shanxi Bank successfully managed the financial deposits of various places before "paying off the vassal treasury" or turning them over to the central government without violating the feudal financial thought of "there is no king in the world", thus supporting the unimaginable ability to pay with banks in different places at that time-author's note).
To solve the governance problems caused by the separation of ownership and control, we should also put the maintenance of the company's sustainable operation in the first place. Too much emphasis on profit and profit distribution after profit will often relax people's attention to good corporate governance on which company operations depend. Furthermore, in the case of separation of the two rights, continuous operation depends on the company management authorities to continuously disclose information to all shareholders, especially those who have no control rights, stock investors and stakeholders for the purpose of market arbitrage. No matter how it is defined, the position of information disclosure in corporate governance is primary. In this regard, corporate governance can be understood as an institutional arrangement for the company management authorities to continuously disclose information to the public on the basis of independent operation and self-financing.
On the contrary, credible financial reports are based on good corporate governance. Good corporate governance is far more important than good financial performance.
Iv) Value investment and corporate trust
China stock market has experienced a sensitive period of expansion and a period of banker's manipulation, and now it is entering a period of value investment, and will enter a period of responsibility investment in the future. The basic logic of value investment is that the stock price should fluctuate around the intrinsic value of the company. This seems to be another expression of the law of value. Among them, the intrinsic value of the company is mainly identified through financial reports. Looking around, corporate appraisers or industry analysts who are active in the global stock market are using their trusted analytical models to calculate the value gains and losses of the company in the past fiscal year and look forward to the future financial results.
Regrettably, reports about false financial reports emerge one after another. When asked whether the financial reports of listed companies are credible, almost everyone expressed doubts. Undoubtedly, when the financial report lacks the necessary foundation of legality, fairness, consistency and symmetry, so that the trust is low, the value evaluation is meaningless and the value investment is difficult to establish. In this regard, the so-called "value investment" in China stock market at present is not necessarily in name only or seemingly unreal. Laozi said: "Everyone knows that beauty is beauty, and evil does something; Everyone knows that good is good and bad is bad. "
V) Responsibilities of the Trustee and Information Disclosure
The management of a listed company and its members are the trustees of public assets. Under the framework of legislation-law enforcement-administration mechanism, moral alliance mechanism and corresponding public supervision, the duty of the trustee is firstly to disclose honest information, secondly to establish and maintain the corporate governance structure to ensure honest information disclosure, thirdly to create value for shareholders, not to harm the interests of shareholders, especially non-controlling shareholders, and not to practice favoritism.
EORI believes that honest information disclosure is information disclosure with the sole goal of gaining the trust of the company, regardless of whether the information shows that the company has good financial performance and its trend. However, a large number of facts show that some listed companies have specific goals in information disclosure, sometimes for refinancing and sometimes for asset restructuring. Information disclosure for the purpose of refinancing tends to whitewash financial performance, with the focus on artificially manipulating the performance and performance trend during the reporting period; Information disclosure for the purpose of asset reorganization often underestimates the net book value of assets and overestimates losses, in order to cooperate with the efforts made by the controlling shareholder or the party intending to purchase the company's equity to reduce the restructuring cost and restore the assumption of going concern. For some non-listed companies, obtaining bank loans, tax avoidance or evading supervision will sometimes become the object of information disclosure in a certain accounting period.
All the above-mentioned alternative information disclosure aims at reducing the trust in the company as the direct cost, while the indirect costs are manifested as abnormal stock price fluctuation or market arbitrage at the expense of the interests of most stock investors, damage to the interests of non-controlling shareholders, loss of public financial resources, and increase in non-performing loans of financial institutions. Can be attributed to reducing the efficiency of social resource allocation.
VI) Non-performing loans and financial security
It is true that bank reform, including financial capital injection, introduction of foreign shareholders or strategic investors, and stock listing, cannot fundamentally solve the problem of non-performing loans. Improper reorganization of creditor's rights or exemption from debtor's liability can only aggravate the problem of non-performing loans from the source. When debtors who refuse to pay their debts for a long time are told that part of their debts have been forgiven, their first feeling is not necessarily that they have been rewarded for evading their debt obligations.
To a great extent, the low trust of debtors is the root cause of non-performing loans of banks. According to the current credit business rules, commercial banks are not allowed to issue loans to objects with imperfect financial structure, low profitability and exhausted cash flow, otherwise, the responsibility of the loan undertaker and relevant responsible persons will be investigated. It is inconceivable that those debtors who eventually form non-performing loans provide commercial banks with financial reports with bad financial results, and it is inconceivable that commercial banks can tolerate financial reports with bad financial results. The crux of the problem is that those seemingly good financial reports do not have a reliable basis, and commercial banks also lack a set of standards to measure the credibility of financial reports.
From the lack of trust standards and unreliable financial reports to non-performing loans, from non-performing loans to drawing loan loss reserves to writing off loan losses, to weakening core capital, and even endangering private savings and financial security, debtor trust plays a vital role.
Two. EORI standard
The research object of any subject is very specific. Although many commercial law principles are involved, EORI insists that corporate governance is closer to accounting academically. In its branch independent audit theory, accounting systematically describes the internal control closely related to corporate governance from the aspects of power separation, transaction authorization, business supervision, control environment, control system and control procedures. Moreover, the fairness and transparency emphasized by corporate governance are regarded as fair valuation, accounting presentation or accounting disclosure respectively in accounting, and they are also described very systematically. Therefore, EORI attaches great importance to the application of accounting standards when formulating corporate trust standards.
Eori standard is the abbreviation of EORI company reputation standard. The standard fully draws lessons from internationally recognized corporate governance principles, accounting standards and independent auditing standards, and is influenced by relevant laws, administrative norms and similar standards in China, covering as much as possible the common trust problems of listed companies in China at this stage. Generally speaking, EORI believes that measuring a company's trust should follow the following four criteria: legitimacy, fairness, consistency and symmetry.
Legitimacy includes the legality of information disclosure, involving content, format, time, media and so on. Procedural legality, such as whether there is proper authorization for major issues and information disclosure; The legality of transactions and matters, and examine whether transactions are restricted or prohibited by law; Legality of accounting treatment, and confirm whether the accounting treatment method adopted meets the requirements of generally accepted accounting standards, accounting law and administrative norms. Legality judgment should follow the principle that substance is more important than form.
Fairness includes the fairness of the presentation of net book value of assets, the fairness of current account transactions such as purchase and sale business and expense ratio, and the fairness of non-current account transactions such as buying and selling assets, debt restructuring and mergers and acquisitions.
Consistency includes the consistency of accounting policies during continuous accounting, and attaches importance to the necessity, rationality and reduction analysis of changing accounting policies; Consistency of the scope of merger, paying attention to the rationality of the change and the fairness of the transactions related to the change; Consistency between forecast and commitment, check the profit forecast, investment projects, progress and income changes of raised funds, and review the commitment to eliminate major impacts and allocate commitments. ; Consistency of management statements with independent directors, audit reports and financial reports, and comparative analysis of reports of the board of directors, reports of the board of supervisors, statements of independent directors, types of audit reports, opinions or explanatory paragraphs with financial reports; Consistency of judicial decisions, arbitration and administrative sanctions with financial reports and audit reports, inspection of the disclosure of major matters involving judicial procedures, confirmation of expected responsibilities, etc.
Symmetry includes the symmetry between operating environment and operating results, focusing on the equivalence analysis between government industrial policy, horizontal competition, business cycle and operating results; Symmetry between executive compensation and business performance, paying attention to too low or too high compensation and the rationality of its change; Symmetry in the topological relationship of accounting data, analyzing the elements of accounting statements, accounting periods and their variable relationships.
Furthermore, EORI standards include 54 specific standards, including 30 specific standards related to legality, 9 specific standards related to fairness, 9 specific standards related to consistency and 6 specific standards related to symmetry (for details, please refer to Enterprise Trust Standards of Economic Observer Institute-author's note).
Three. Products and services
Before this study, there was no open index product which can be used to reveal the credibility of public assets trustees and information disclosure, and can be systematically described and continuously analyzed.
EORI Index: EORI project team responsible for corporate trust research is divided into several groups according to the industry background of listed companies. On the basis of making company trust evaluation working papers one by one, and after full discussion by the chief researcher and the associate researcher, the score (0 ~ 100) of the evaluated company under 54 specific trust standards is finally determined, and the legitimacy, fairness, consistency and consistency of the trust of the evaluated company are calculated accordingly. "EORI Index" will fully reflect the values that EORI follows when conducting corporate trust research, and also reflect the basic position and attitude of EORI.
Public Index: The public index born in this study is based on the working documents of EORI researchers. Through the public survey, the respondents will give the corresponding specific standard item scores (0 ~ 100) to the trust of the surveyed companies according to their own judgment, and then calculate and generate a single index and a comprehensive index of legality, fairness, consistency and symmetry. The respondents will come from tradable shareholders of listed companies, stock investors aiming at market arbitrage, fund managers and other professional asset managers, certified public accountants and non-certified public accountants, researchers and registered securities analysts of independent research institutions, risk managers of commercial banks, government civil servants, business managers, investor relations managers, professional media reporters and editors, and lawyers, judges, prosecutors, corporate jurists and other legal workers. In order to fully reflect public opinion, the above respondents will come from different regions, different ages, different nationalities, different income classes, different educational backgrounds, different values, different personalities and different social classes.
Enterprise trustrank: EORI is aware that the above "EORI Index" and "Public Index" can be properly combined to reveal the trust status of enterprises more comprehensively. Sometimes, the judgment of EORI internal researchers may have some limitations, and the same problem is inevitable in the "public index".
On this basis, EORI will release the company trust evaluation reports made by the above indexes in stages, which are sometimes targeted at specific users.
In addition, EORI hopes to accumulate enough data in the process of company trust measurement and trustrank research, so as to provide rich database products for all kinds of company information users in the near future. The database will have a far-reaching impact on company value evaluation, stock price discovery, market arbitrage, M&A activities, asset restructuring, credit risk classification and so on.
In addition, with the experience accumulated in the process of establishing corporate trust standards, EORI will prudently provide consulting services in corporate governance, annual report disclosure and investor relations.
Four. project management
Independence is the basic guarantee to win the fairness of this research. Therefore, EORI stands neither on the information disclosure side of the seller or listed company, nor on the position of the buyer or information user, but on the position of the buyer and the seller to measure and evaluate the trust of the company rationally and constructively.
EORI stressed that participants in this study must give up the idea of judging the company's stock price, performance trend and public image, and only judge the trust. Of course, it is undeniable that once the trust judgment shows that the company has major defects, it will have a subversive impact on the stock price judgment, performance trend judgment and public image judgment of popular companies.
Aware of the importance of striving for the necessary international advancement of this research, EORI established the "Corporate Trust Standards Council", and accepted the guidance of temporary observers appointed by well-known professional institutions at home and abroad, attached importance to absorbing external wisdom and constantly improved the research level.
Within the research team, EORI has established a "Quality Control Committee", whose members are committed to establishing academic standards and putting them into practice.
The senior think tank of the Enterprise Trust Standards Council is particularly concerned about whether this research is speculative, and they are worried that the research work will not continue in the right direction. This really should arouse high vigilance. In fact, EORI realized from the beginning that this was a serious study. The reason why we use the index method to study enterprise trust is that we hope it can be carried out year after year in both systematic and sustainable aspects.