关键词: 问询函监管, 独立董事, 异议行为, 机构投资者持股

Abstract:

This paper studies the impact of comment letters issued by stock exchanges on independent directors’ dissent regarding corporate decisions from 2015 to 2018. It is found that independent directors are more likely to express their dissenting opinion after receiving inquiry letters from stock exchanges. But independent directors have no tendency to dissent from corporate decisions when the inquiry letters require them to reply explicitly. By examining the different effects between three types of inquiry letters, the paper concludes that the concern inquiry letters and the financial reporting inquiry letters have made independent directors dissent from corporate decisions more easily, while the acquisition and merger inquiry letters have exerted the opposite effect. Further research finds that independent directors have greater tendency to express dissent in companies with lower shareholding ratio of the institutional investors or higher negative emotion of the media as well as in non-state-owned firms.

Key words: Inquiry Letter, Independent Directors, Dissent Behavior, Institutional Investors’ Share-holding