Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?

Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director compensation between acquiring and control firms. Outside directors of acquiring firms earn more than twice as much as their counterparts in the matched-sample. S. Trevis Certo is an associate professor and Mays Research Fellow in the Mays Business School at Texas A&M University. He received his Ph.D. in Strategic Management from the Kelley School of Business at Indiana University. His research focuses on corporate governance (boards of directors, ownership structure, and CEO compensation), top management teams, initial public offerings (IPOs), and research methodology. Richard H. Lester is a clinical associate professor and Director of Academic Entrepreneurship Programs in the Mays Business School at Texas A&M University. He received his Ph.D. degree in Strategic Management from the Mays Business School at Texas A&M University. His current research interests focus on corporate governance, upper echelons and entrepreneurship. Catherine M. Dalton holds the David H. Jacobs Chair of Strategic Management in the Kelley School of Business, Indiana University. She also serves as Editor of Business Horizons, as Research Director of the Institute for Corporate Governance, and as a Fellow in the Randall L. Tobias Center for Leadership Excellence. She received her Ph.D. degree in Strategic Management from the Kelley School of Business, Indiana University. Professor Dalton's research is in corporate governance, with particular expertise in board composition, board leadership structure, executive and director compensation, and firms' ownership structures. Her research spans all types of organizations, including entrepreneurial firms, small businesses, large public corporations, and private organizations. Dan R. Dalton is the founding Director of the Institute for Corporate Governance, Dean Emeritus, and the Harold A. Poling Chair of Strategic Management in the Kelley School of Business, Indiana University. He is a Fellow of the Management in the Kelley School of Business, Indiana University. He is a fellow of the Academy of Management and an inaugural member of its Journals Hall of Fame. Professor Dalton is widely published, with over 280 articles in corporate governance, business strategy, law, and ethics. Additionally, his work has been frequently featured in the business and financial press including, Business Week, Wall Street Journal, Fortune, Economist, Financial Times, Boston Globe, Chicago Tribune, Los Angeles Times, New York Times, and the Washington Post. Professor Dalton regularly addresses public, corporate, and industry groups on corporate governance issues.     

独立董事制度的博弈分析

文章利用博弈论的基本原理,分析了我国独立董事制度的现状及其成因,通过建立不完全信息下独立董事和大股东的博弈模型,提出了完善独立董事制度的措施和建议。     

Boards and Sustainability: the Contingent Influence of Director Interlocks on Corporate Environmental Performance

This paper highlights the importance of a firm's board with respect to sustainability issues by analysing the relationship between director interlocks, i.e. directors who simultaneously belong to the boards of directors of several companies, and a firm's environmental performance. The previous literature has focused on the influence of firm‐level resources on corporate environmental performance. This study utilizes insights from a resource‐based view and research on social capital to demonstrate that the environmental performance of a firm is also influenced by the difficult‐to‐imitate capabilities that are embedded in the network relationships of its directors. Our results support a contingency perspective of the social capital theory that finds that director interlocks are positively connected with the environmental performance of a firm in two specific situations: (1) when the firm is linked to a larger parent company and (2) in cases of low and high levels of interlock diversity. Copyright © 2013 John Wiley & Sons, Ltd and ERP Environment.     

Above board? Interlocking directorates and corporate contagion in 1980s Australia

The 1980s were an outrageous time in Australia's business history. This paper re-examines this era of misconduct, assessing the role of interlocking directorates for corporate governance of diversified business groups. Professional interlocked executives—those with professional training, executive status and mobility between member firms—enabled the takeover culture of the time, and allowed managers to ignore promised strategic benefits and redirect associated firms towards speculative share ownership. These results demonstrate the importance of board independence for corporate governance, and the way that expertise has been weaponised within managerial capitalism to encourage trust in risky and exploitative corporate structures.     

Constraints in acquiring and utilizing directors' experience: An empirical study of new‐market entry in the pharmaceutical industry

In this study we provide evidence that firms considering entering new markets are more likely to appoint directors with experience in those markets; and subsequently, we show that directors' market experience increases the likelihood of new‐market entry. Moreover, we explore the presence of constraints in both, acquiring experienced directors and utilizing their experience. Specifically, we find that experienced directors are less likely to join firms with financial restatements in the recent past as well as firms with a lower status than the firms where they currently serve. In addition, we find that interlocking directors' experience is less likely to lead to new‐market entry for firms that lack new‐product development experience and that exhibit a high level of market overlap with interlocked firms. Copyright © 2013 John Wiley & Sons, Ltd.     

董事会特征会影响审计质量吗？——来自沪深A股制造业上市公司的经验数据

董事会的特征是否对审计质量产生影响以及产生怎样的影响备受投资者关注。选取2011—2013年沪深A股制造业上市公司为研究对象,探讨董事会特征与审计质量相关性,结果表明：董事会规模与审计质量负相关,但不显著;董事会中独立董事比例、会议次数与审计质量显著正相关;董事会中专门委员会设立情况与审计质量显著负相关。     

Independent directors' board networks and controlling shareholders' tunneling behaviorq

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.ó 2013 Production and hosting by Elsevier B.V. on behalf of China Journal of Accounting Research. Founded by Sun Yat-sen University and City University of Hong Kong.     

Cleaning house or jumping ship? Understanding board upheaval following financial fraud

Boards experience elevated levels of turnover among outside directors following financial fraud. Scholars have proposed two mechanisms that may drive this turnover. The first views turnover as part of a board's efforts to repair organizational legitimacy and avert resource withdrawal. The second argues that turnover is a byproduct of individual directors' efforts to safeguard their own reputations and mitigate professional devaluation. We use data on director departures following 63 fraud events to explore the relative importance of these two mechanisms. The results clarify our understanding of responses to governance failures and the challenges of reconstituting board membership following financial improprieties. Copyright © 2013 John Wiley & Sons, Ltd.     

控股股东委派董事能降低公司盈余管理吗？

虽然已有研究表明控股股东对公司会计信息质量具有重要影响,但很少深入分析控股股东在获取共享收益时如何影响公司会计信息质量,也没有考察控股股东实施影响的特定渠道。文章考察控股股东委派董事这一特定渠道在实现控股股东共享收益目标时,对于公司盈余管理行为的监督是否表现出非对称性。文章使用中国资本市场上市公司2014—2011年的数据进行检验,研究结果表明当公司高管向上操纵盈余时,控股股东委派董事发挥了有效的监督作用,显著降低了高管的盈余管理行为;但当公司高管向下操纵盈余时,控股股东委派董事并没有发挥监督作用。使用工具变量控制内生性问题与分组测试的结果表明结果具有稳健性。进一步测试控股股东委派董事与高管薪酬业绩敏感性之间的关系,结果表明当公司高管向上操纵盈余时,控股股东委派董事并没有加强高管薪酬业绩敏感性;只有当公司高管向下操纵盈余时,控股股东委派董事才会加强高管薪酬业绩敏感性。文章结论对于理解公司董事会构成和治理功能的发挥具有现实意义。     

完善上市公司独立董事制度的思考

在分析我国上市公司独立董事制度存在的问题及成因的基础上，提出了完善上市公司独立董事制度的建议：完善独立董事相关法律法规，明确独立董事职责；完善独立董事培训和行业管理体系；建立和健全独立董事的生成和退出机制；建立健全独立董事的激励机制。