原文：Financial accounting and corporate governance: a discussionThe study of corporate governance is concerned with understanding the mechanisms that have evolved to mitigate incentive problems created by the separation of the management and financing of business entities. Financial accounting provides financiers with the primary source of independently verified information about the performance of managers. Thus, it is clear that corporate governance and financial accounting are inexorably linked. Indeed, many of the central features of financial accounting, such as the use of historical costs, the reliability criterion, the realization principle and theconservatism principle are difficult to understand unless one adopts a corporate governance perspective. Without governance problems, the role of financial accounting would be reduced to providing investors with the risk and return information required to facilitate the optimal portfolio allocation decision.The review by Bushman and Smith (2001, B&S hereafter) therefore addresses an area of fundamental importance in financial accounting. B&S’s review focuses on two main areas of governance research. First, they provide a comprehensive summary and evaluation of research on the role of financial accounting information in managerial incentive contracts. Second, they propose an agenda for future research that builds on previous research exploiting cross-country differences in financial reporting and governance regimes.While B&S provide a useful and thorough analysis in each of these two areas, my task is to identify potential limitations of their review. I identify three broad limitations. First, their proposed research agenda only analyzes the role of accounting information at a very macro-level. Second, they provide little in the 3 way of a critical assessment of the contributions of accounting scholars to governance research. Finally, they provide only a superficial discussion of the role of accounting in governance mechanisms other than managerial incentive contracts. Below, I discuss these limitations in more detail and suggest additional researchopportunities in this area.One particular example is worthy of mention. Economically developed countries tend to have more highly regulated financial accounting systems, resulting in a positive correlation between economic performance and the CIFAR index. However, it would be dangerous to conclude that more accounting regulation leads to improved economic performance. Economic performance and financial accounting both thrived in numerous developed countries even before the introduction of extensive accounting regulation. In less-developed countries, costly regulation by opportunistic regulators may well hinder economic development.Evaluation of Accounting Scholar s’ Contribution to Governance Research Governance research is truly interdisciplinary in nature, drawing heavily on the fields ofeconomics, finance, law and management. Accounting also has a potentially important role to play in governance research since, as I will discuss later in this review, accounting provides the information required for most governance mechanisms to operate efficiently. Indeed, some have attributed the tremendous success of U.S. capital markets to the sophistication of the U.S. financial reporting system.Explicit Uses of Accounting Information in Corporate Governance The explicit use of accounting information in contracts between management and financiers represents perhaps the most visible use of accounting information in governance mechanisms. In particular, the use of accounting-based performance measures in managerial compensation contracts represents perhaps the best known and most heavily researched governance role of accounting information. B&S provide an excellent and comprehensive review of this research, and I have little to add. The one point that I would like to emphasize is that accounting-based compensation accounts for just a small proportion of the incentives for a typical top executive. Incentives provided by stock and option holdings tend to dominate (e.g., Murphy, 1985; Core, Guay and Verrecchia, 2000). Thus, the incredible amount of research in this area is perhaps overkill, given the relative insignificance of this particular role of accounting earnings.In contrast to the compensation literature described above, the explicit role of accounting information in debt contracts is extensive, but there is a relative little research in this area.Early research by Smith and Warner (1979) and Leftwich (1983) documents the existence and function of accounting-based covenants in public debt contracts. Subsequently, what little research has been done in this area tends to focus on the implications of accounting covenants for accounting choice (e.g., Press and Weintrop, 1990; Sweeney, 1994). Yet the role of accounting information in financial contracting has continued to develop and flourish, particularly in private placements of debt and private lending agreements. For example, the use of performance pricing (grid-pricing) in private lending agreements is now commonplace. Performance pricing involves linking the interest rate that is chargedon debt to measures of financial strength that are based on accounting data. Performance pricing represents an interesting development for two reasons. First, the return to investors, and hence the pricing of the debt is explicitly tied to accounting information. Second, unlike debt covenants that are only violated in extreme circumstances, performance-pricing bounds are frequently triggered in the normal course of business.Despite the pervasiveness of performance pricing and its heavy reliance of accounting- based ratios, there is little research to date. The only research paper of which I am aware is a recent working paper by Beatty and Weber (2000). More generally, there has been little research on the role of accounting information in financial contracting, and the little research that has been done has often not been done by accountants (e.g., Gilson and Warner, 1998; Kaplan and Stromberg, 1999). This represents a missed opportunity for accounting researchers. Many accounting researchers are well trained in financialeconomics and frequently engage in governance-based research that has little to do with accounting. The financial reporting process for public entities is typically regulated through the government and the legal system, with the Securities and Exchange Commission (SEC) serving as the primary regulatory body in the U.S. Determination of the generally acceptable set of accounting principles (GAAP) is delegated to the accounting profession,which has its own oversight structure (FASB, AICPA etc.)Accounting researchers could make more significant contributions to governance research if they exploited their comparatively strong knowledge of accounting to help explain observed financial contracting practices.Implicit Uses of Accounting Information in Corporate GovernanceThe implicit use of accounting information in corporate governance mechanisms probably represents the most important role of accounting information. In this context, the valuation and governance roles of accounting become intertwined. The terms on which investors are willing to part with their capital are a function of the informational efficiency and liquidity of the capital markets in which they will subsequently trade their claims. Thus, any capital markets research focussing on the role of accounting information in the formation of security prices has potential governance implications.However, rather than focussing on the governance role of accounting through its role in facilitating the informational efficiency of stock prices, I focus on situations whereaccounting information appears to directly facilitate the operation of specific governance mechanisms. Empirical research suggests that accounting information is implicitly used in a variety ofgovernance mechanisms. Following the structure laid out in figure 1, I organize this research into the two categories of ‘legal protection’ and ‘large investors’。