Boards of Directors and the Adoption of a CEO Performance Evaluation Process: Agency — and Institutional — Theory Perspectives

Using both agency and institutional theories, we examined factors associated with the board's adoption of a formal process for evaluating the performance of the corporation's chief executive officer (CEO). Our sample was drawn from the hospital industry. Results show that an independent board chairperson, the level of market competition and the degree of managed care penetration were significant predictors of whether or not the board had adopted a formal CEO evaluation process. These findings imply that initiatives to improve governance effectiveness based on agency theory should take into account the institutional environment of corporate boards.     

Board Antecedents of CEO Duality and the Moderating Role of Country‐level Managerial Discretion: A Meta‐analytic Investigation

CEO duality reduces boards’ monitoring capacity. But governance substitution theory holds that boards of directors who can effectively monitor their CEOs are more likely to adopt the CEO duality governance structure. By examining relationships between board characteristics underlying their monitoring capacity and CEO duality, we bring evidence to bear on governance substitution theory. Further, by applying a managerial discretion theory lens to CEO duality, we extend governance substitution theory to the cross‐country context where institutional features vary in their constraints on managerial discretion. Meta‐analytic results from a dataset of 297 studies across 32 countries/regions provided support for the majority of our predictions. As predicted, board independence and certain types of board human capital were positively related to CEO duality. Unexpectedly, board ownership was negatively related to CEO duality. Additionally, country‐level managerial discretion significantly moderated the board independence‐ and human capital‐duality relationships (but not the board‐ownership‐duality relationship) as predicted.     

Keeping Their Cards Close to Their Chests: How Non‐Delegating CEOs Avoid Forced Career Ends

It is a common belief that CEOs must delegate to be successful. We hesitate to support this generalization and investigate how the distribution of responsibility within top management teams (TMTs) can influence the likelihood of a CEO’s dismissal. Consistent with an agency theory perspective, our results indicate that CEOs may choose not to delegate their responsibilities to other executive TMT members, so as to benefit from an increased information asymmetry vis‐à‐vis the board of directors. Taking the resource‐based view as a complementary theoretical perspective, we find that non‐delegating CEOs benefit from their greater firm‐specific knowledge, which the board of directors considers as a valuable resource that should be retained. Our work also demonstrates that a more intense CEO–TMT interaction weakens the relation between non‐delegation and the likelihood of CEO dismissal. In sum, our research shows that the CEO’s delegation decision does not necessarily lead to a competence distribution that is in the firm's best interest; rather, it reflects a complex interplay between the potentially opportunistic career interests of the CEO, the involvement of other TMT members and the board of directors. © 2015 Wiley Periodicals, Inc.     

Ownership structure and board composition: A multi-country test of agency theory predictions

Patterns of corporate governance and control differ significantly across countries because of national differences in structures of ownership and composition of boards of directors. Based on agency theory, we examine the relationship between ownership structure and the composition of the board of directors of 390 large manufacturing firms based in Japan, Western Europe and the United States. In particular, we examine how ownership concentration, bank control and state ownership affect the percentage of outside directors on the corporate boards. The results show that, consistent with predictions of agency theory, ownership structure has significant effects on board composition.     

Too Good to be True: Board Structural Independence as a Moderator of CEO Pay‐for‐Firm‐Performance

Whether voluntary or mandatory in nature, most recent corporate governance codes of best practice assume that board structural independence, and the application by boards of outcome‐based incentive plans, are important boundary conditions for the enforcement of Chief Executive Officer (CEO) pay‐for‐firm‐performance; that is, for optimal contracting between owners and executive agents. We test this logic on a large Australian sample using a system Generalized Method of Moments (GMM) approach to dynamic panel data estimation. We find that Australian boards exhibiting best practice structural arrangements – those chaired by non‐executives and dominated by non‐executive directors at the full board and compensation committee levels – are no more adept at enforcing CEO pay‐for‐firm‐performance than are executive‐dominated boards. These findings suggest that policy makers' faith in incentive plans and the moderating influence of structural independence per se may be misplaced. Our findings also hold significant implications for corporate governance theory. Specifically, the findings lend further support to a contingency‐based understanding of board composition, reward choice and monitoring; an approach integrating the insights afforded by behavioural approaches to Agency Theory and by social‐cognitive and institutional understandings of director outlook, decision‐making and behaviour.     

The Effects of Corporate Governance on the Informativeness of Earnings

This study draws upon prior research on corporate governance and examines whether the informativeness of earnings, proxied by the earnings response coefficient varies with the percentage of outside independent directors serving on the board, the absence of CEO duality, and the presence of independent audit (AUDC), compensation (COMC), and nominating (NOMC) committees. The results suggest a positive association between the proportion of outside independent directors serving on firm’s boards and earnings informativeness. However, the results do not suggest an association between non-CEO duality, or independent AUDC, COMC, and NOMC and earnings informativeness.     

董事会特征与企业现金持有水平的实证研究

利用我国2002-2006年上市公司的会计数据和公司治理数据,从董事会特征的视角出发,实证研究了董事长与总经理两职兼任情况、女性董事比率、董事会规模、独立董事比率、董事持股比率、董事会会议次数与现金持有水平的相关关系。结果表明:董事持股比率、独立董事比率、两职兼任情况、女性董事比率、董事会规模与企业现金持有水平显著正相关;董事会会议次数与现金持有水平显著负相关。     

The determinants of board composition: An agency theory perspective

This study examines the interrelation between board composition and variables that capture various agency and financial dimensions of the firm. The agency literature suggests that outside directors on the board provide important monitoring functions in an attempt to resolve, or at least mitigate, agency conflicts between management and shareholders. The agency literature indicates that other mechanisms such as managerial equity ownership, dividend payments, and debt leverage also serve as important devices in reducing agency conflicts in firms. This study argues and documents that an inverse relationship exists between the proportion of external members on the board and managerial stock ownership, dividend payout, and debt leverage. This is consistent with the hypothesis that individual firms choose an optimal board composition depending upon alternative mechanisms employed by the firm to control agency conflicts. Board composition is also found to be systematically related to a number of other variables including institutional holdings, growth, volatility, and CEO tenure.     

公司治理与代理成本——来自上市公司的经验证据

本文利用上市公司的数据,分析了公司治理与代理成本之间的关系。结果发现:股权集中度国家股比例、董事会规模、监事会规模、治理环境、公司透明度、企业规模与代理成本显著负相关;股权制衡度、领取报酬的董事比例、领取报酬的监事比例、董事会会议次数、股东大会会议次数与代理成本显著正相关;高管持股、独立董事比例、监事会会议次数、两职分离与代理成本无显著关系;财务杠杆率与代理成本的关系是混合的;国有上市公司和民营上市公司的公司治理与代理成本之间的关系与总样本基本一致。     

Board gender diversity and corporate environmental performance: The moderating role of family and dual‐class majority ownership structures

While prior work has investigated the impact of (a) ownership structure and (b) board gender diversity separately on corporate environmental performance, researchers have not studied the potentially important relationship between ownership control and female board diversity in influencing corporate environmental performance jointly. We do so in the context of majority ownership in family‐controlled and dual‐class firms whose motives and influence are theoretically different from that of the firm's minority shareholders. Drawing on resource dependency, socioemotional wealth theory, and secondary agency theory, we hypothesize that majority family owners and dual‐class owners likely choose women directors to help advance their personal preferences for environmental corporate social responsibility. Our empirical tests utilizing 2,755 U.S. firm years over the 2010–2015 show that, as hypothesized, these two majority ownership types interact with board gender diversity to positively influence corporate environmental performance.     

The adoption of outside boards by small private US firms

The research issue motivating the present study is concerned with why some small private firms adopt an ‘outside board’ (i.e. larger boards in which the majority of directors are neither managers of the firm nor relatives of the Chief Executive Officer (CEO)) and others do not. This issue is addressed by investigating whether differing contextual conditions distinguish adopters from non-adopters of outside boards. The authors consider the adoption of an outside board to be one part of a larger organizational life-cycle process in which organizations implement more ‘professional management’ structures and practices in response to their evolving internal and external contexts. The authors examine simultaneously three contextual pressures that commonly confront small private firms as they develop over time- firm growth and larger size, the succession of the CEO, and the diffusion of equity to individuals outside the firm- to determine which of these are salient in explaining the presence of an outside board. Logistic regression results (3070 respondents toa cross-industry mail survey) indicate that outside boards are more likely when more equity is held by individuals outside the firm, CEOs are older and CEOs do not intend to implement an intra-family transition of leadership. The results suggest that firms adopt outside boards primarily to satisfy the desires of external owners, and only secondarily for the service and resource benefits that outside directors provide.     

How the CEO power and age dissimilarity shape the chair-CEO pay gap: Empirical evidence from China

Using data on China’s listed firms from 2009 to 2018, this paper investigates how the chair-CEO age dissimilarity and CEO power affect the chair-CEO pay gap from both managerial power theory and optimal contract theory. We find that CEO power and age dissimilarity have opposite effects on pay gap between the chairman and the CEO. And the cognitive conflict caused by age dissimilarity can effectively restrain the compensation-seeking behavior of CEO for non-performance compensation growth. More importantly, both the age difference and its sign have important value. When we consider age dissimilarity between the CEO and the entire board of directors, our hypotheses are still confirmed. Finally, we document that both CEO ability and co-working time between chairman and CEO could reduce the inhibition effect of age dissimilarity on compensation incentive from capability and relationship view. Overall, the results are beneficial to reform the top managers’ compensation incentive system and to improve the explicit and implicit supervision mechanisms.     

Executive pay and performance: the moderating effect of CEO power and governance structure

This paper examines the crucial question of whether chief executive officer (CEO) power and corporate governance (CG) structure can moderate the pay-for-performance sensitivity (PPS) using a large up-to-date South African data-set. Our findings are threefold. First, when direct links between executive pay and performance are examined, we find a positive, but relatively small PPS. Second, our results show that in a context of concentrated ownership and weak board structures; the second-tier agency conflict (director monitoring power and opportunism) is stronger than the first-tier agency problem (CEO power and self-interest). Third, additional analysis suggests that CEO power and CG structure have a moderating effect on the PPS. Specifically, we find that the PPS is higher in firms with more reputable, founding and shareholding CEOs, higher ownership by directors and institutions, and independent nomination and remuneration committees, but lower in firms with larger boards, more powerful and long-tenured CEOs. Overall, our evidence sheds new important theoretical and empirical insights on explaining the PPS with specific focus on the predictions of the optimal contracting and managerial power hypotheses. The findings are generally robust across a raft of econometric models that control for different types of endogeneities, pay, and performance proxies.     

Corporate governance practices that address climate change: an exploratory study

This exploratory study sought to investigate how well 98 firms in three industries, across 10 countries, are addressing climate change through five specific governance practices. The findings suggest that non‐US firms demonstrate higher performance on the governance dimensions than their US counterparts. Further, by separating firms into low versus high performers on the governance dimensions, some board structure variables, such as number of directors and an independent board chair, were associated with higher performing firms. The study contributes both to institutional and agency theory. For example, coercive isomorphisms in regions of the world, such as Europe, might be driving firms to demonstrate that they are addressing climate change at the governance level in order to gain legitimacy. As for agency theory, this study offers both confirmatory and contradictory results regarding board independence. For example, firms who separated the CEO–board chair role achieved better governance on climate change, while at the same time firms who demonstrated lack of independence with respect to the inside versus outside director ratio also achieved better governance on climate change. This paves the way for additional research in understanding how board structure influences organizational phenomena. Copyright © 2009 John Wiley & Sons, Ltd and ERP Environment.     

上市公司家族控制与公司绩效关系的实证分析

以2004年沪深两市324家家族控股上市公司为研究样本，建立了家族控制对公司绩效影响的模型。实证分析结果表明，家族持股比例与公司绩效呈显著的正相关关系；家族成员担任董事长或总经理对公司绩效具有促进作用；家族董事对公司绩效的影响效果不明显。     

When much is not better? Top management compensation,board structure,and performance in Spanish firms

Previous empirical results reveal several contradictions when relating top management compensation, board structure and levels of performance. While fewer directors and more external directors are associated with better supervision, there is no agreement on the effect on top management compensation level. This lack of consensus is even more noticeable when analyzing the effect performance. This paper offers a theoretical framework and a panel data methodology based empirical study to account for how earlier analyses have differed. Given the large board dimension in the Spanish market, information processing perspectives are confirmed which positively link board size with higher top management compensation. Similarly, a higher proportion of external directors reduces top management compensation levels since it improves supervision and reduces insiders' power. Finally, a quadratic relation is obtained between performance and top management compensation. This relation explains a positive effect, supported by agency theory on performance at low levels of management compensation, and a negative effect which is consequence of higher managers' discretion at high levels.     

Agency costs and corporate philanthropic disaster response: the moderating role of women on two-tier boards – evidence from People's Republic of China

Prior research evidence shows that strategic and managerial utility motivation explains corporate philanthropic contribution efficiently in western countries. An important question arises, however, regarding whether the corporate philanthropic contribution model is equally appropriate for all types of corporate social responsibility (CSR) (e.g. donation) in all business settings (e.g. Chinese listed firms' philanthropic responses to disaster). In this paper, we consider the unique two-tier board structure of Chinese listed firms and argue that firms with women on the board of directors (BOD) and the supervisory board (SB) are able to challenge this model. Data collected from Chinese listed firms' philanthropic responses to disaster extended the finding that the agency theory with moderators explains corporate philanthropic disaster response much better in the Chinese context. Specifically, the relationship between agency costs and corporate philanthropy (e.g. the likelihood of donation and extent of corporate contributions) weakens in listed firms with a higher vs. lower number of women on the SB. However, women on BODs do not have a similar effect. This constructive replication provides the first examination of the moderating role of women on BODs and SBs on corporate philanthropic behavior. In addition, the findings have important managerial implications for how to enact CSR.     

The Effects of Corporate Governance on the Relationship between Innovative Efforts and Performance1

Abstract

The purpose of this study is to examine the effects of managerial share ownership, CEO duality and board independence on the relationship between innovative efforts and performance. The study is motivated by the observation that despite the widely held belief that innovative efforts are crucial to firms' survival, previous studies were unable to provide any evidence in support of this belief. It addresses this incongruity by focusing on the effects of corporate governance on the relationship between innovative efforts and performance. Specifically, this study predicts and finds that managerial share ownership has a positive effect on this relationship while CEO duality has a negative effect. Contrary to the hypothesis, this study finds that board independence also has a negative effect on the relationship between innovative efforts and performance. This contradictory result is, however, consistent with the managerial-incentive theory, which proposes that inside directors are in a better position than outside directors to motivate managers to undertake profitable projects because they have superior access to firms' specific information.     

Managerial incentives and R&D investments: The moderating effect of the directors’ and officers’ liability insurance

Literature regarding the impact of managerial incentives on firm’s research and development (R&D) investments suggests that due to the riskiness of R&D activities, firms need to provide managerial incentives to encourage managerial discretion on corporate long-term investments of R&D. In spite that managerial incentives influence corporate R&D spending, some also argue corporate R&D spending a function of managerial incentive schemes. This paper applies the simultaneous equation to investigate the association between managerial discretion on R&D investments and the incentive scheme of CEO compensations by using the sample firms listed in Taiwan Security Exchange and Taipei Exchange. The results indicate that the listed firms in Taiwan simultaneously determine corporate R&D investments and CEO compensations. They reward their CEOs in compliance with their efforts on R&D investments and CEO compensation motivates CEOs to align their interests with firms’ long-term investments on R&D. A further analysis of the protection effect from the directors’ and officers’ (D&O) liability insurance suggests that D&O protection intensifies the relationship between R&D investments and CEO compensation. It encourages CEOs to allocate resources on R&D activities and make CEO incentive contracts efficacious on corporate long-term investments. The result is robust in the electronic industry of Taiwan.     

The Impact of Board Structure on Corporate Social Responsibility: A Temporal View

Time plays an important role in corporate social responsibility (CSR) decisions. In the context of time and the boardroom, the consideration of CSR can be affected by board structure. For example, because of considerable short‐term pressures, this study posits that insiders on the board are less likely to prioritize the longer‐term time horizons needed to affect CSR. Following this perspective, a hypothesis is put forth that insiders generally have temporal orientations that are more short term in nature and that they therefore have a negative effect on CSR. A study of 300 of Australia's largest firms confirmed this hypothesis. However, when inside director compensation linked to environmental and social metrics and inside director CSR training are introduced as moderating variables, their interactive effects lead to positive results: both positively moderate the negative insider–CSR relationship in environmental and social dimensions. The study contributes to a temporal view of boards of directors, as well as to corporate governance and CSR. Copyright © 2016 John Wiley & Sons, Ltd and ERP Environment