会计学院知识库

董责险，全称“董监事及高级管理人员责任险”（Directors' and Officers' Liability Insurance），于2002年起在我国面向上市公司推出，发展至今，在A股市场仍属不被瞩目的小险种。除了为投保的上市公司及其董监高分散和转移风险，董责险还被赋予了促进上市公司提升治理水平的意义。与此同时，作为相对便捷融资手段的控股股东股权质押行为，虽有助于缓解上市公司的融资约束，但一旦约束不当，会因控制权转移而引发出质人策略性私利行为，损害中小股东的利益，进而给上市公司及资本市场带来负面影响及风险。那么，已被其他主流资本市场所广泛接受和认可的董责险，能否对控股股东股权质押行为形成有效的治理效应，尚待来自我国资本市场经验数据的验证。

本文选取A股上市公司在2003—2020年间的25171个观察样本，针对董责险对控股股东股权质押行为能否发挥治理效应展开大样本分析。结果表明：董责险对控股股东的股权质押行为产生了约束作用。同时，机制分析结果表明，董责险对控股股东股权质押行为的约束主要通过降低大股东与中小股东间的冲突（第二类代理成本）达成。该结果通过了内生性、指标敏感性及其他稳健性检验。进一步分析发现：董责险在约束了控股股东股权质押行为的同时，抑制了控股股东的利益侵占行为，提升了上市公司的治理水平；不过，董责险治理效应会因上市公司自身董事会治理状况不同（董事会规模、独董比例和股权制衡度）而存在差异；而且，对于不存在私利动机的中小股东股权质押行为并不会形成显著的约束作用，表明董责险作为一种外部治理机制的有效性。 

针对上市公司利益相关各方对董责险的外部治理效应认知有限的现状，本文最后提出：政策制定者及监管部门需引导上市公司合理利用保险工具，逐步提升治理水准。同时，上市公司亟待转变观念，正确看待董责险；不断完善和提升自身的内部治理机制，使内外部治理效应共同发力；还应加强自身对董监高群体的监督，防止少数股东出于私利动机侵占广大中小股东的权益，损害公司及资本市场的稳定发展。

D&O, full name of "Directors' and Officers' Liability Insurance", was launched for listed companies in China in 2002. Until now, it is still a small insurance that attracts little attention in the A-share market. In addition to the high dispersion and transfer risk for insured listed companies and their directors, D&O is also endowed with the significance of promoting listed companies to improve their governance level. At the same time, equity pledge, as a relatively convenient financing means, is helpful to alleviate the financing constraints of listed companies, but once the constraints are improper, the transfer of control rights will lead to the pledgor's strategic selfish behavior, damage the interests of minority shareholders, and thus bring negative impacts and risks to listed companies and the capital market. Therefore, whether D&O, which has been widely accepted and recognized by other mainstream capital markets, can form an effective governance effect on the controlling shareholder's equity pledge behavior, still needs to be verified by the empirical data of our capital market.

This paper selects 25,171 observation samples of A-share listed companies from 2003-2020, and conducts a large sample analysis on whether D&O can exert governance effect on controlling shareholders' equity pledge behavior. The results show that the D&O has a restrictive effect on the controlling shareholders' equity pledge behavior. At the same time, the mechanism analysis results show that the restriction of D&O on the controlling shareholders' equity pledge behavior is mainly achieved by reducing the conflicts between major shareholders and minority shareholders (agency cost II). The results passed the endogeneity, index sensitivity and other robustness tests. Further analysis shows that: while restricting the controlling shareholder's equity pledge behavior, D&O also inhibits the controlling shareholders' interest embezzlement behavior, and improves the governance level of listed companies. However, the governance effect of D&O will be different due to the different governance conditions of the board of directors of listed companies (board size, proportion of independent directors and equity checks and balances). Moreover, it does not have a significant restraint effect on the equity pledge behavior of minority shareholders without selfish motives, indicating the effectiveness of D&O as an external governance mechanism.

In view of the limited cognition of stakeholders of listed companies on the external governance effects of D&O, this paper finally proposes that policy makers and regulatory authorities should guide listed companies to make reasonable use of insurance tools and gradually improve the governance level. At the same time, listed companies urgently need to change the concept of D&O; Constantly improve and enhance their own internal governance mechanism, so that internal and external governance effects work together; It should also strengthen its own supervision over the group of directors, supervisors and executives to prevent minority shareholders from encroaching on the rights and interests of the majority of minority shareholders out of selfish motives and damaging the stable development of the company and the capital market.