CEO and Outside Director Equity Compensation: Substitutes or Complements for Management Earnings Forecasts?

Abstract

This study examines how the equity compensation of chief executive officers (CEO) and that of outside directors affect management earnings forecasts (MFs) and the relationship between these two positions in terms of compensation. Our evidence reveals that CEO (director) equity compensation is positively associated with MF likelihood, frequency, and accuracy when director (CEO) equity compensation is not high. However, an increase in director (CEO) equity compensation is not effective in improving disclosure quality when the level of CEO (director) equity compensation is already high. These results suggest that the two incentive mechanisms act as substitutes when both are intensively used in the context of MF disclosure.     

Antecedents of New Director Social Capital

Prior research shows that firms benefit from the social capital of their boards of directors but has not explored the antecedents of new director social capital. We argue that firms can attract directors with social capital by offering more compensation. We also argue that more complex firms (firms with a greater scale and scope of operations) are more attractive to such directors because of the greater experience and exposure that such directorships provide. Similarly, we argue that firms with high‐status directors on their current boards will be more attractive to directors with social capital. We analyse the social capital of new outside directors added to boards of semiconductor firms between 1993 and 2007. Surprisingly, we find no support for the hypothesis that higher compensation is associated with adding directors with high status or board ties. However, firm complexity is associated with the ability to add new directors who have social capital, and the status of current board members is associated with the ability to add new directors who also have high status.     

进一步加强国有企业外部董事制度建设的若干思考

健全和完善外部董事制度是推动国有企业董事会建设和改革的重要切入点和落脚点,本文认为,应从立法、工作制度、组织、体制等多方面入手,进一步加强国有企业外部董事制度建设,确保外部董事发挥应有的作用。     

Outside Directors on Korean Boards: Governance and Institutions

Drawing on institutional theory, this study examines the factors that pressured Korean firms to appoint outside directors to their boards. While this practice could be considered to be a management innovation in Korea, in the Anglo‐American corporate governance system it has long been used as one of several mechanisms to mitigate agency costs between management and shareholders. As such, this response by Korean firms, following the 1997–98 currency crisis in Asia, could be seen as an example of corporate governance convergence on the Anglo‐American model, where higher levels of outside director representation on the board are the norm. We examine the antecedents of having a higher proportion of outside directors on Korean boards. Our findings indicate that larger firms that are under stricter control by the government have higher representation of outside directors on the board. We also find a positive and significant relationship between the proportion of outside directors and business group affiliation, poor prior firm performance, higher levels of debt and foreign ownership.     

Should Directors Have Term Limits? – Evidence from Corporate Innovation

This paper examines the effect that directors with extended tenure have on corporate innovation based on a sample of US firms from 1996 to 2006. Using the propensity-score matched-pair research design, I find that firms with a higher portion of outside directors enjoying extended tenure produce significantly fewer patents and that these patents receive fewer subsequent citations. These firms also have lower research and development (R&D) productivity and exploration intensity than their matched control firms, although I found no significant difference in their R&D investment intensity. Difference-in-differences tests based on director deaths and regulatory changes in the early 2000s suggest that the adverse effect of long director tenure on innovation performance is causal. I also find that the effect is mitigated when long-tenured directors have more years of overlap in service with CEOs, and when long-tenured directors are executives at other firms. Finally, I find that boards with extended tenure attenuate the contributions of innovation outputs to future firm value and performance. These findings shed new light on the debate over length of board tenure and provide another justification for imposing term limits on directors.     

独立董事的海外背景、审计师选择与审计意见

运用我国A股上市公司的数据,研究海外背景独立董事对上市公司审计师选择及审计意见的影响,以及这些影响在不同法制环境下的差异。研究发现,拥有海外背景独立董事的公司更可能聘请大型会计师事务所进行年报审计,也更容易获得标准无保留的审计意见,上述影响在法律保护较差的环境中更加明显。研究结论表明,海外背景独立董事能够提高独立审计有效性,提升公司治理水平,它是法制等较弱的外部治理机制的一种替代。     

Pay dispersion among the top management team and outside directors: Its impact on firm risk and firm performance

Two key groups central to improving firm performance are the top management team (TMT) and the board of directors. Executives undertake strategic actions, whereas board members fulfill their resource provision and monitoring roles. Drawing on tournament theory and equity theory, we propose that high pay dispersion among outside directors and the TMT is positively associated with strategic risk, whereas high (low) TMT pay dispersion and low (high) outside director pay dispersion are positively associated with firm performance. Our predictor is the unexplained component of horizontal pay dispersion, or the residual of pay dispersion resulting from regressing pay on observable firm, industry, period, and individual characteristics. Our results highlight the importance of unexplained pay dispersion for TMTs, but not for boards of directors, in improving firm performance.     

Who's the Boss at the Top? A Micro‐Level Analysis of Director Expertise,Status and Conformity Within Boards

In this paper we address how director expertise impacts a director's social status and conformity within the board. Our results, derived from two unique multi‐source datasets of peer ratings on director status and conformity of non‐executive directors from Dutch organizations, indicate that industry‐specific expertise and financial expertise differently impact directors’ social status and influence within the board. We find that directors’ individual performance orientation – the motivation to demonstrate expertise – acts as an important contingency for expertise to increase directors’ status within the board. Additional analyses using archival data and interviews with non‐executive directors substantiate our findings and provide additional insight into the dynamics operating within boards. This study extends existing research on boards of directors and provides unique micro‐level insights into the boardroom dynamics that connect director expertise to director status and conformity within boards.     

Monitoring and governance of private banks

In this paper I examine regulation and corporate governance mechanisms at a sample of non-publicly traded state member banks in 2006. Using a simultaneous regression approach, results show that insider representation on the board has a positive influence on both director and executive compensation in commercial banks. Regulatory ratings, however, are only related to bank performance—not to board structure or compensation schemes. This may be attributed to less information asymmetry between managers and owners at private banks. Also, directors are rewarded for strong CAMELS ratings. The governance structure of private banks is not affected by regulatory ratings; however, the percent of insiders on the board influences actions of the board to a large extent.     

我国独立董事制度的有效性研究——基于股东与独立董事的委托代理关系

独立董事在本质上也是剩余索取者的代理人,其本身首先是代理问题的一部分,只有在其与股东之间的代理问题得到较好解决后,独立董事制度才能有效发挥作用。本文通过对独立董事的行为特征分析,阐明独立董事的代理人性质;在理清股东与独立董事之间关系的基础上,分析影响独立董事制度有效性的主要因素,并对完善我国上市公司独立董事制度提出政策建议。     

The Moderating Effect of CEO Power on the Board Composition–Firm Performance Relationship*

abstract Prior studies of the relationship between the composition of boards of directors and firm performance offer equivocal results. Drawing on agency and power circulation theories, we attempt to reduce this equivocality by asserting that CEO power moderates the relationship. Specifically, an outside director dominated board is needed to check a powerful CEO, but monitoring by other executives provides sufficient constraints on CEOs with low power. We used event study methodology to test the effects of the interaction between board composition and CEO power on stock market reaction to 73 unexpected CEO deaths. We found support for our theorizing among two of three sources of CEO power. Thus, although regulatory trends increasingly support outside director dominated boards, our findings indicate that this may not always benefit shareholders and that CEO power should be considered when constructing boards.     

Independent director tenure and corporate transparency

We examine the impact of independent director tenure on corporate transparency. Using a sample of 12,423 firm-year observations from 1997 to 2017, we find that corporate transparency increases in independent director tenure. The results are robust to various variable definitions and model specifications, providing strong evidence supporting the Expertise hypothesis that long-tenured independent directors are better monitors and advisors. We conclude that long-tenured directors benefit firms and their investors by enhancing firm transparency and reducing information risk. Capping independent director tenure is not always beneficial.     

Value relevance on intellectual capital valuation methods: the role of corporate governance

Development of a knowledge economy has changed the main value of a firm from traditional physical assets to intellectual capital or intangible assets. Therefore, the accumulation and management of intellectual capital is the competitive advantage of knowledge-based industries. Intellectual capital valuation is the essential factor in firm valuation. Scholars have presented valuation methods of intellectual capital, such as Tobin’s Q, Knowledge Capital Earnings (KCE), and Value Added Intellectual Coefficient (VAIC). Management power of modern firms is separate from ownership, and easily occurs in the agency problem; therefore, firms must implement corporate governance to solve this problem. Researchers have presented that a complete appraisal of the firm value includes the effect of corporate governance. This study is the first to apply multi-regression models to examine value relevance on valuation methods of intellectual capital, and to further analyze the role of corporate governance for the information and electronic industry in Taiwan. The results show that Tobin’s Q, KCE, and VAIC have a positive relationship to firm value. The characteristic of director board, including board size, the ratio of outside directors, employed independent directors, and the manager concurrently the director, are correlated with the valuation of intellectual capital.     

Service on a Stigmatized Board,Social Capital,and Change in Number of Directorships

This article seeks to develop a nuanced understanding about the relationship between service on a stigmatized board and reduced opportunities for future directorships on other boards by examining the moderating effects of different dimensions of director social capital on this relationship. Evidence based on a unique sample of firms with boards that were viewed as being stigmatized by a group of corporate governance experts suggests that while serving on a stigmatized board is related to a reduction in future number of directorships held, this relationship is significantly mitigated for directors of upper‐class origins. However, social capital related to affiliations with other elite institutions does not appear to mitigate reduction in future number of directorships held by outside directors who serve on a stigmatized board. Implications and future directions in research on class‐based influence in the corporate community and stigmatization and devaluation of elites associated with corporate failures are discussed.     

独立董事背景特征、辞职行为与企业价值

利用2007年-2009年我国上市公司独立董事辞职数据,研究发现,独立董事辞职时企业价值显著下降,不同背景独立董事辞职时,企业价值下降幅度并不相同。学历较高、具有政府官员或企业高管背景的独立董事辞职时,企业价值下降幅度较大;年龄较大、具有学者背景或非会计类财务背景的独立董事辞职时,企业价值下降幅度较小。研究结论表明,不同背景独立董事在影响企业价值过程中具有不同作用。     

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     

董事会结构与我国证券投资基金费率关系的实证研究

本文以2004年6月30日以前国内基金管理公司成立的所有证券投资基金为样本,以基金管理费率和开放式基金最大赎回费率的高低为指标,实证检验了国内基金管理公司的董事会结构对维护基金投资人利益的作用。结果发现:一、董事会规模对基金费率的影响不确定;二、独立董事在董事会中的比重与基金管理费率负相关;三、国内基金管理公司在引入独立董事后确实对维护投资人利益起到一定的作用。     

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.     

浅析独立董事由经济学家担任的缺陷和完善

独立董事队伍的出现,有助于弥补由于现代公司股权出现所带来的所有者制约弱化的法律真空。而中国上市公司独立董事中经济学家比例较高,经济学家作为独立董事存在着很多问题,这无疑成了独立董事难以发挥更大作用的“瓶颈”。本文浅析经济学家担任独立董事的缺陷并提出对独立董事的完善措施。     

独立董事个人特征与审计定价的相关性研究

文中以2010—2011年沪市A股上市公司为样本,借助回归分析方法,研究审计委员会中独立董事的个人特征对审计费用的影响。研究发现,在上市公司的审计委员会中,独立董事的薪酬、非正常变更与审计定价呈显著的正向影响;独立董事的平均年龄、专业背景与审计定价呈显著的负向影响;独立董事的勤勉度与审计定价呈负向影响但不显著;独立董事为女性和有多重身份的独立董事与审计定价基本不相关。由此表明,独立董事的个人特征是影响审计费用的重要因素。