Role of remuneration committee in narrative human capital disclosure

This study empirically investigates whether independent directors on the remuneration committee influence narrative human capital disclosure (NAHCD) in firms where independent directors dominate the board composition. NAHCD is measured by frequency of occurrence, using latent content analysis in the annual reports of the top 30 listed firms on the Colombo Stock Exchange from 1998 to 2006. This study examines two attributes of corporate governance, controlling for other corporate governance attributes and firm‐level attributes. The findings highlight the importance of considering a firm’s independent director involvement in the remuneration committee when determining NAHCD strategy.     

中国上市公司独立董事制度研究

独立董事制度在中国上市公司中实施只有四年左右的时间.本文通过独立董事制度实施以来存在问题的研究,从公司治理结构与独立董事制度、独立董事制度产生的基础、股权结构与独立董事制度以及独立董事本身等方面进行了深层次探索,认为完善独立董事制度应从体制和政策调整两方面共同进行.体制方面,完善在国内外公司治理结构模式的比较分析基础上,将独立董事制度与公司治理结构结合起来.从政策调整方面,应从独立董事职责、独立董事产生机制、独立董事监管体系的形成、独立董事工作制度等诸方面加以调整和完善,以使独立董事制度发挥其真正的效用.     

What’s the value of politically connected directors?

This study examines the stock price response to Document 18, a regulation released in China in 2013 requiring independent directors with political connections to resign from the boards of directors for publicly listed firms. We document a significant positive price response in the window surrounding the directive’s promulgation date. This response is also of important economic magnitude. Our findings suggest that on average, the market views the costs of hiring politically connected directors as outweighing the associated benefits. Consistent with this view, we document that politically connected directors often shirk their board duties, as evidenced by their poor rates of attendance at board meetings. Further investigations show that the value decreasing effect of politically connected directors is apparent mainly for firms in regulated industries and varies with earnings management practices. However, the market views politically connected directors favorably if firms have significant business transactions with the government.     

Covering or monitoring? Independent director connectedness and corporate fraud in China

This paper examines how independent directors’ social capital, as measured by their social network, affects corporate fraud. We find that firms with well-connected independent directors are less likely to commit fraud, supporting our monitoring effect hypothesis. This result is robust to a battery of tests. Further analyses show that the effect is stronger for firms with a relatively poor legal environment, for firms whose independent directors face strong reputation incentives and when independent directors are audit committee members. Moreover, we explore a potential economic mechanism of the effect and observe that well-connected independent directors are associated with less absenteeism and more dissension. Overall, our findings suggest that independent directors’ social capital plays an important role in corporate governance.     

独立董事制度有效性与控股股东关联交易——来自深交所制造业上市公司的经验数据

基于2002～2008年深交所制造业上市公司的证据,本文以控股股东与上市公司之间的关联交易作为研究对象,结合独立董事所占比例、专业性和薪酬等基本特征,考察了独立董事能否有效发挥其监督职能。研究发现:独立董事的专业性对控股股东与上市公司的关联交易有显著的抑制作用,独立董事薪酬与控股股东与上市公司关联交易的频率显著正相关,独立董事的比例对控股股东与上市公司关联交易没有显著影响。这些结论有助于我们从新的视角去改进我国上市公司独立董事制度以提高其监督制约控股股东的职能。     

独立董事返聘与公司违规:“学习效应”抑或“关系效应”？

本文关注独立董事任期届满后离任、但经过一段“冷却期”后再次被原上市公司返聘的现象(“独立董事返聘”)。本文以2003—2016年沪深两市A股上市公司为样本,研究了独立董事返聘对公司违规的影响究竟是基于“学习效应”的抑制效果还是基于“关系效应”的助长效果。研究发现:(1)对独立董事返聘的公司而言,相对于冷却期,返聘期的公司违规显著更少(纵向对比);(2)返聘的独立董事首任期间,公司违规要显著低于冷却期(纵向对比);(3)相较无独立董事返聘、返聘人数更少的公司,返聘人数更多的公司违规显著更少(横向对比)。研究发现支持了“学习效应”假说,即独立董事返聘抑制了公司违规,并非是规避任期规定的手段。     

董事网络、独立董事治理与高管激励

独立董事的治理行为受到所处社会网络的影响。基于"董事在董事会同时任职的直接或间接联结关系"而形成的董事网络,本文利用社会网络分析方法检验了独立董事的网络特征对其发挥在促进高管激励有效性影响中的作用机理。结果发现:公司独立董事网络中心度越高,高管薪酬-业绩敏感性越强;与非国有上市公司相比,国有上市公司中独立董事网络中心度与高管薪酬-业绩敏感性的正相关关系更弱;进一步研究发现,用独立董事网络中心度解释的高管薪酬部分对未来业绩有促进作用。结论丰富了"网络和治理"研究的证据。     

Independent directors’ board networks and controlling shareholders’ tunneling behavior

As one of the channels by which board directors build important relationships, board networks can affect the governance role of independent directors. Defining director board networks as their connections based on direct ties they establish when serving on at least one common board, this paper explores the role of the network centrality of independent directors in restraining tunneling behavior by controlling shareholders in the Chinese capital market. Our empirical evidence shows that tunneling behavior by controlling shareholders is negatively related to the network centrality of independent directors and that this relationship is stronger when non-operating fund occupation is used as the measure of tunneling. The results of our study show that board networks can help independent directors to restrain tunneling behavior by large shareholders, which plays a positive role in corporate governance.     

公司绩效、公司治理与管理者报酬实证研究

本文以中国深、沪两市在2004年上市公司样本作为公司绩效、公司治理与管理者报酬研究对象,从公司绩效、股权结构的安排以及董事会治理三个方面,通过构建最小二乘模型进行多元线性回归,来研究公司内部治理机制对公司管理层报酬的影响。研究结果表明:公司绩效、国有股比例、董事会规模、两职兼任均对管理者报酬产生显著的影响。     

A股民营公司独立董事制度的控股方效应研究

上市公司治理机制的核心在董事会,而董事会结构及其治理效果又受到控股方影响。本文利用A股民营公司的数据实证考察了控股方的控制结构对独立董事比例这～治理机制的影响。结果显示,A股民营公司独立董事比例仅处于满足监管数量要求的“达标”边界,控股方的控股比例越高,越不愿强化董事会独立性;若控股方直接担任董事长或总经理、抑或两职兼任,则愿引进更多独立董事。总的说来,A股民营公司的独立董事机制难以越出控股方的意图。     

On the role of foreign directors: Evidence from cross-listed firms

We examine the determinants of appointment of U.S. independent directors (USIDs), and their impact and effectiveness, on the boards of cross-listed foreign firms versus non-cross-listed firms. For non-cross-listed firms, significant determinants of USID presence include factors related to both advising and monitoring roles, whereas for cross-listed firms, appointment of USIDs are related to monitoring factors. We find that USIDs have a significantly positive impact on cross-listed firms’ value, especially for firms from countries that are culturally and institutionally different from U.S. and countries with weak investor protection. The positive value effect is strongest for firms in which USIDs serve on governance committees. We also find that cross-listed firms with UISDs are better at acquiring both domestic and cross-border targets and have higher CEO turnover sensitivity. For non-cross-listed firms, USIDs have negative or no impact on value.     

基于盈余管理视角的独立董事有效性研究

从上市公司盈余管理的角度出发,将2002~2008年度的非操纵性应计利润截面数据分为小于0和大于0的两种基本情况,实证分析了公司独立董事制度的有效性问题。研究结果表明:独立董事能有效的发挥作用。     

Board independence and firm value: A quasi-natural experiment using Taiwanese data

We examine the impact on firm value of independent directors based on Taiwanese firms. Using the changes in independent director composition mandated by the Amendments of Security and Exchange Act in Taiwan as a quasi-natural experiment, we document the arguably causal and negative effect of independent directors on firm value in both the short and long run. We also find that, in response to this act, firms have tended to replace existing non-independent directors, rather than simply adding new independent directors. We also find that the new independent directors have the same qualifications as those replaced non-independent directors but are costlier and busier. The evidence reflects the short supply of qualified independent directors and might explain the negative valuation effect.     

The governance of risk management: The importance of directors’ independence and financial knowledge

We test the effects of the independence and financial knowledge of directors on risk management and firm value in the gold mining industry. Our original hand‐collected database on directors’ financial education, accounting background, and financial experience allows us to measure the effect of financial knowledge on risk management activities. We show that directors’ financial knowledge increases firm value through the risk management channel. This effect is strengthened by the independence of the directors on the board and on the audit committee. Extending the dimension of education, we show that, following unexpected shocks to gold prices, firms with financially educated directors are more effective in hedging than average firms in the industry. Firms that hedge more also attracts highly educated directors on their board and audit committee. As a policy implication, our results suggest adding the experience and education dimensions to the 2002 Sarbanes–Oxley Act and New York Stock Exchange requirements for better governance.     

The annual report tone and return Comovement—Evidence from China's stock market

Our paper uses A-share firms listed on Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE) to explore the role of the textual tone of Chinese listed companies' annual reports on Chinese equities' return comovement. Our paper finds that the tone embedded in A-share companies' annual reports significantly increases Chinese stocks' return comovement as the tone exacerbates information asymmetry and reduces the quality of information. In addition, the annual report tone has a prominent effect on Chinese stocks' return comovement for stocks with low institutional ownership, private ownership stocks, and stocks with low market shares. Further investigation shows that the impact of the tone of the annual report on Chinese stocks' return comovement is strong during economic expansions, and when investor sentiment is high. An additional examination on hidden information in the textual tone suggests that published financial data do not explain a substantial part of the textual tone that is associated with the increase in the comovement, suggesting that private information should enhance informational opaqueness in the stock market.     

Independent technical directors and their effect on corporate innovation in China

As outside advisors, independent directors serve as both consultants and monitors. Based on empirical studies of corporate innovation and independent directors, we used data from listed firms in China from 2007 to 2017 to examine the effect of hiring independent technical directors on the board of directors. This study focused on a firm’s innovation performance and the extent to which this performance is influenced by the relevance of a director’s expertise to the activities of the firm. The results show that when the technical expertise of an independent director is relevant to the operational field of the firm, the firm should perform better in terms of innovation. This result is still significant when applying the two-stage instrumental variable method, showing a higher significance when using the exogenous event of the 2014 Wenfeng.plc case. Moreover, independent technical directors influence innovation primarily by encouraging firms to deepen their current field of research rather than expanding to other fields. Our findings can guide corporations to hire more relevant independent technical directors and can help the government design more accurate policies that promote innovation and entrepreneurship.     

Corporate Social Responsibility,Corporate Performance,and Pay-Performance Sensitivity—Evidence from Shanghai Stock Exchange Social Responsibility Index

Based on annual data of listed companies on Shanghai Stock Exchange (SSE) through 2009–2013, this article examines three hypotheses: first, whether a firm’s taking corporate social responsibility (CSR) affects corporate performance; second, whether corporate governance and a firm’s age positively moderate the relationship between CSR and performance; and third, whether CSR positively moderates the magnitude/direction of linkage between a firm’s performance and top management/director compensation (pay-performance sensitivity, PPS). Three proxies for CSR engagement are constructed by a firm’s inclusion in the SSE Social Responsibility Index. Empirical evidence generally shows that firms engaging in CSR tend to obtain superior performance in terms of higher profitability. However, firm’s age and sound corporate governance have little additional benefit on the effect of a firm engaging in CSR on performance. Finally, greater CSR engagement is associated with larger PPS. Principal outcome does not shift under two-stage estimation and propensity score matching (PSM) to correct for sample self-selection of CSR engagement.     

Directors’ education and corporate liquidity: evidence from boards in Taiwan

This study relates a firm’s cash holdings and their value to the board of directors’ level of education. Using a sample of firms on the Taiwan Stock Exchange during the period from 2006 to 2012, we find that firms with a highly educated board tend to hold more cash and are associated with a higher value of cash. This fact is especially evident among financially constrained firms. Our findings suggest that highly educated boards provide more efficient monitoring and advisory functions, and thus complement corporate governance.     

一线金融监管的治理效应及其作用机制——兼论《证券交易所管理办法》的修订效果

近年来,加强以沪深交易所为主要依托的一线金融监管成为"转变政府职能、创新监管方式"的重要举措.本文基于2004—2018年沪深交易所处罚公告数据,探讨了一线金融监管的治理效应及其作用机制.实证研究发现:(1)由于沪深交易所天然的信息优势和治理效应,一线金融监管提升了上市公司的信息披露质量和内部治理水平,该作用效果受到被处罚次数和公示单位的影响.(2)机制检验表明,一线金融监管还具有外溢效应:可通过引发媒体和投资者的普遍关注形成有效的监管合力,从而实现共同维护资本市场秩序的目的.(3)2017年修订的《证券交易所管理办法》进一步强化了一线金融监管效果.通过上述研究,本文一方面丰富了金融监管、信息披露、内部治理效果这些领域的研究;另一方面旨在通过检验一线金融监管的治理效应,为政府职能部门"放松管制、加强监管"提供经验证据.     

The impact of corporate fraud on director‐interlocked firms: Evidence from bank loans

We examine the impact of corporate fraud committed by one firm (the “fraudulent firm”) on other firms with interlocking directors (the “interlocked firms”), focusing on the debtholder side. We argue that the revelation of a fraudulent firm's fraud can damage the reputation of the interlocked firms because corporate governance can propagate via director interlocks. Empirically, we find that the interlocked firms' cost of debt is higher and the loan covenants become stricter after the fraud cases of the fraudulent firms are revealed. Consistent with the corporate governance propagation explanation, our results are weaker (stronger) for interlocked firms that have better (worse) pre‐event corporate governance standards. Our findings suggest that corporate fraud of fraudulent firms can affect other firms through director‐interlocks beyond shareholder value.