| Summary: | 碩士 === 中原大學 === 會計研究所 === 92 === Recently, many companies such as Enron, World com. Xerox et. al. announced the financial distress and bankruptcy. Owning to unresposibility of the auditors and independent director, and agency problem existing in the firms, it exhibits the importance and exigency of establishing and exercising corporate governance.
This research tried to use the framework of corporate governance in Worldbank to analyze the proxy contest system from external monitoring mechanisms in order to identify the three questions:
1. Which factors will influence the occurring of proxy contest in the public-listed firms?
2. In the stockholders’ regular meetings, does the manager manipulate earnings in order to access the proxy contest?
3. In the stockholders’ regular meetings, if the manager has more motives to access the proxy contest, does he will be more intense to manipulate earnings?
The conclusions in the research are following：
1. Such as business group, having occurring of proxy contest last quarter, stock turnover ratio, P/E ratio, share of outstanding stock issued, the number of stockholders, the ownership ratio of block shareholders and average ownership ratio of independent director and supervisor, which one will be more explanation to the occurring of proxy contest?
2. It can’t prove that the manager will manipulate earnings to access proxy contest in this research, especially when the firm is in the forth quarter, the degree of manipulating earnings is more conservation.
3.According to the level of requirement of proxy contest, the manager will manipulate earnings even if he have no pressure to access proxy contest. When the insider’s ownership is greater than other investors, the managers will manipulate earnings in order to obtain other shareholders’ trust and make the stockholders’ regular meeting end perfectly.
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