Boards,CEO entrenchment,and the cost of capital

Existing research on chief executive officer (CEO) turnover focuses on CEO ability. This paper argues that board ability is also important. Corporate boards are reluctant to replace CEOs, as this makes financing expensive by sending a negative signal about board ability. Entrenchment in this model does not result from CEO power, or from agency problems. Entrenchment is mitigated when there are more assets-in-place relative to investment opportunities. The paper also compares public and private equity. Private ownership eliminates CEO entrenchment, but market signals improve investment decisions. Finally, the model implies that board choice in publicly listed firms will be conservative.     

A Theory of Friendly Boards

We analyze the consequences of the board's dual role as advisor as well as monitor of management. Given this dual role, the CEO faces a trade‐off in disclosing information to the board: If he reveals his information, he receives better advice; however, an informed board will also monitor him more intensively. Since an independent board is a tougher monitor, the CEO may be reluctant to share information with it. Thus, management‐friendly boards can be optimal. Using the insights from the model, we analyze the differences between sole and dual board systems. We highlight several policy implications of our analysis.     

Information Control, Career Concerns, and Corporate Governance

We examine corporate governance effectiveness when the CEO generates project ideas and the board of directors screens these ideas for approval. However, the precision of the board's screening information is controlled by the CEO. Moreover, both the CEO and the board have career concerns that interact. The board's career concerns cause it to distort its investment recommendation procyclically, whereas the CEO's career concerns cause her to sometimes reduce the precision of the board's information. Moreover, the CEO sometimes prefers a less able board, and this happens only during economic upturns, suggesting that corporate governance will be weaker during economic upturns.     

声誉与治理机制影响自愿性审计需求的实证研究——基于内部控制鉴证的分析

为探究自愿性审计需求的动因,以2010年沪深两市1320家上市公司为样本,对自愿性选择披露内部控制鉴证报告进行实证研究。结果表明：有效的外部声誉机制和内部治理机制可以促进自愿性审计需求。具体而言,上市公司外部声誉越好,如入围主流媒体声誉榜单、未被 ST、未曾被处罚、强制要求披露内部控制自我评价报告、资产负债率较低;以及内部治理机制较好,如国家控股、股权集中、董事会规模越大、开会次数越多、CEO 稳定等,越倾向于披露内部控制鉴证报告。     

The case of the downsizing decision

New CEO Charles Rampart's decision to make deep across-the-board cuts at Universal Products Company, Ltd. presents division manager Andrew Jordan with a thorny problem. Plagued by slow growth, a declining stock price, and an increasingly skeptical investment community, UPC needs to control costs and control them fast. But Jordan's division is the most profitable in the company, and the 11% cut proposed by Rampart could destroy already shaky morale and seriously threaten the division's ability to compete. "There comes a time in every manager's career when he has to fight a bad decision made by his boss," argues Sam Godwyn, Jordan's vice president for marketing and sales. "To cut across the board is to take a blunt axe to the company when a surgeon's scalpel is called for." He suggests it is better to line up support for an alternative plan that links cuts to a long-term strategy and that differentiates between successful and unsuccessful divisions. "It would be a terrible mistake for us to focus only on the narrow needs of the division when the future of the whole company is at stake," counters Mary Wyatt, Jordan's vice president for finance. Yes, the downsizing will hurt the division in the short term, but the real issue is getting behind the new CEO. Supporting the downsizing decision is a necessary investment in this future credibility and effectiveness--whatever the short-term costs. Four commentators debate Jordan's dilemma and how he should resolve it.     

Board composition as the outcome of an internal bargaining process: empirical evidence

The traditional financial economics view of the determinants of board composition is based on outside shareholders' demand for external monitoring of management. In comparison, Hermalin and Weisbach (American Economic Review, 88 (1998) 96) model board composition as the outcome of a bargaining process between the CEO and the rest of the board. The model predicts, inter alia, that the bargaining power of the CEO relative to the rest of the board of directors will determine the level of independence of the board and the extent of board monitoring. This study tests Hermalin and Weisbach's model using a random sample of companies that are subject to limited regulatory constraints in relation to board composition and a common set of corporations regulations that may indirectly affect board composition. There is strong evidence that representation by outside directors varies inversely with CEO bargaining power, which is proxied by CEO tenure and inside shareholdings. An extension of the argument of Hermalin and Weisbach to board leadership is also tested. The results indicate that the appointment of the chairman of the board is also the outcome of a bargaining process between the CEO and the rest of the board with more powerful CEOs likely to hold the position of Chairman of the board. Together, these results suggest that more “powerful” CEOs are relatively entrenched and face fewer constraints and less monitoring than other CEOs. This evidence has potential relevance to current debates in relation to the need to control the number or proportion of outside directors.     

Board Turnover and Reorganisation Outcomes: Evidence from Voluntary Administration

This paper examines the relation between board turnover and the likelihood that a company that enters voluntary administration will conclude a deed of company arrangement with its creditors, which provides stakeholders with a better outcome than would be achieved by liquidation. We examine director turnover generally, as well as turnover of specific board personnel including the CEO or managing director and the board chairperson. A significant positive relation is found between a deed outcome and the percentage of director turnover and turnover of a CEO or managing director. We interact board turnover variables and company size and find that the turnover benefit is reduced as company size increases and the complexity of the administration becomes greater. The results inform a controversial and largely unanswered question as to whether board turnover leads to better outcomes for insolvent companies. Moreover, the results have implications for the Australian voluntary administration legislation because they suggest that there are difficulties applying it to large and complex corporate insolvencies.     

Oil and wasser

It was supposed to be an amicable "merger of equals," an example of European togetherness, a synergistic deal that would create the world's second-largest consumer foods company out of two former competitors. But the marriage of entrepreneurial powerhouse Royal Biscuit and the conservative, family-owned Edeling GmbH is beginning to look overly ambitious. Integration planning is way behind schedule. Investors seem wary. But for Royal Biscuit HR head Michael Brighton, the most immediate problem is that he can't get his German counterpart, Dieter Wallach, to collaborate on a workable leadership development plan for the merged company's executives. And stockholders have been promised details of the new organizational structure, including a precise timetable, in less than a month. The CEO of the British company--and of the postmerger Royal Edeling--is furious. It's partly a culture clash, but the problems may run deeper than that. The press is harping on details that counter the official merger-of-equals line. For instance, seven of the ten seats on the new company's management board will be held by Royal Biscuit executives. Will the clash of cultures undermine this cross-border merger? Commenting on the fictional case study are Robert F. Bruner, the executive director of the Batten-Institute at the University of Virginia's Darden Graduate School of Business Administration in Charlottesville; Leda Cosmides and John Tooby, the codirectors of the Center for Evolutionary Psychology at the University of California, Santa Barbara; Michael Pragnell, the CEO and director of the board for the agribusiness firm Syngenta, based in Basel, Switzerland; and David Schweiger, the president of the Columbia, South Carolina--based management consulting firm Schweiger and Associates.     

The impact of board capital and board characteristics on firm performance

The purpose of this study is to investigate the effects of board capital on the relationship between CEO duality, board dependence, managerial share ownership and performance. We argue that board capital (the ability of board members to perform manager-monitoring activities and to provide advice and counsel to management) varies across board members. Highly qualified board members will be better at monitoring management and constitute a more valuable resource for firms. Based on a sample of U.S. companies listed in the Compustat S&P 500 and using both resource dependence and agency theories, we predict and find that CEO duality and board dependence negatively affect performance and that board capital mitigates the negative effects. We also predict and find that managerial share ownership positively affects performance and that board capital strengthens this positive relationship. The results are consistent with the view that firms benefit from board capital in terms of outside directors' ability to monitor managers and provide advice and counsel to managers.     

视频行业迎来巨头时代

在中国的视频网站的商业角力中,那些坚持到最后的淘金者即将胜出。历经磨难的土豆网终于在2011年的这个夏天修得正果。8月17日,经历过五轮融资的土豆网登陆美国纳斯达克,募资1.74亿美元,按首日收盘价计算,总市值达到7.25亿美元。而与此同时,国内的视频网站"买剧大户"们也在今年这个夏天继续大行其道,在上海电视节上,热门电视剧的单集价格突破了60万元;而在今年年初,单集价格还仅为20多万元。在不断赢得大块版权后,视频网站的掘金者们的版权分     

On REIT CEO Compensation: Does Board Structure Matter?

In a perfect world where the board of directors is independent of CEO influence, CEO pay-for-performance compensation contracts should be a function of performance only. If the CEO can influence board structure through his ownership of company stock or chairmanship of the board, however, performance contracts are sub-optimal and agency problems arise, which allow the CEO to extract rent and demand compensation in excess of the equilibrium level. As such, models of compensation contracts must include board and ownership structure variables, in addition to the traditional economic determinants. Our analyses with REITs corroborate this notion. Our data demonstrate that the structure of REIT boards are not independent of CEO influence, and significant agency problems exist allowing the CEO to design boards that reward him at the cost of shareholder wealth. CEO compensation in REITs depends significantly on the usual economic measures of performance including firm size and return on assets; more importantly, CEO compensation is higher in REITs where the board is weak in monitoring because of large size, and older directors; the effect of a blockholder is adverse, however. This study provides additional evidence to the growing literature that observed board structures are ineffective in monitoring and governance.     

银行董事会特征、CEO报酬与银行绩效——基于对11家股份制银行的数据分析

本文通过采集2005～2008年11家已上市的全国股份制商业银行的数据,实证分析了银行董事会独立性与CEO报酬之间的关系,并在考虑银行CEO报酬内生性基础上,进一步检验了银行董事会独立性、CEO报酬和银行绩效的关系。研究结果显示:长任期的CEO、CEO兼任董事长、较大比例的内部董事和较大的董事会规模构成了中国上市银行的监管障碍。银行CEO的高薪酬是不足为奇的,因为高薪酬对应的是银行业绩的显著增长。CEO报酬是银行公司治理的强化机制,授予银行CEO合理的激励报酬可以克服银行监管障碍,提高银行治理水平。     

CEO Turnover and Retention Light: Retaining Former CEOs on the Board

Prior CEO turnover literature characterizes the board's decision as a choice between retaining versus replacing the CEO. We focus instead on the CEO's decision rights and introduce a third option in which the incumbent CEO is removed but retained on the board for an extended period, which we call Retention Light. Firms may benefit from Retention Light because former CEOs possess unique monitoring and advising abilities, but the former CEO could also exploit available decision rights for personal benefit. A Retention Light CEO's decision rights generally exceed those of CEOs who exit the firm entirely but fall short of the rights of a retained CEO. We find that when prior firm performance is better, the former CEO is more likely to be retained on the board (Retention Light) than to exit the firm. However, this relation is weaker when the CEO reaches normal retirement age at which time CEO power becomes more important. We also provide evidence on how the nature of the CEO's bargaining power varies with his personal attributes and board characteristics in its influence on the Retention Light decision. Retention Light firms are more likely than CEO‐exit firms to select a successor CEO with relatively weaker bargaining power. Finally, Retention Light involving a nonfounder CEO is negatively associated with the firm's postturnover financial performance. Overall, Retention Light is a distinct CEO turnover option that has important consequences for board decisions and firm performance.     

CEO与董事间的"老乡"关系、 内部控制质量与代理成本

以2000-2015年我国A股上市公司为样本,考察CEO与董事间的“老乡”关系、内部控制质量对代理成本的影响,研究发现：CEO与董事间的“老乡”关系能显著降低代理成本;随着公司内部控制质量的提高,CEO与董事间的“老乡”关系对代理成本的降低程度越来越低。进一步研究发现：CEO与董事间的“老乡”关系只在非国有企业、CEO为男性的样本中能显著降低代理成本。     

The leadership team: complementary strengths or conflicting agendas?

Senior leadership teams whose members play complementary roles have been chronicled as far back as Homer's account of the Trojan War: Although King Agamemnon commanded the Greek army, Achilles, Odysseus, and Nestor each played a distinct role in defeating Troy. Today, complementary-leadership structures are common and, in some cases, even institutionalized. Think of a CEO concerned mainly with external issues and a COO who focuses internally. The authors describe four kinds of complementarity: task, expertise, cognitive, and role. The two top executives at the software company Adobe Systems, for example, represent the second kind. As CEO, Bruce Chizen draws on his sales and marketing knowledge, while COO Shantanu Narayen adds his engineering and product development expertise. Roberto Goizueta, formerly the CEO of Coca-Cola, and Douglas Ivester, his COO (who later became CEO), were famous examples of the fourth type: Goizueta, the diplomat, maintained good relations with external stakeholders; Ivester, the warrior, drove the company to defeat the competition. Bringing together two or more people with complementary strengths can compensate for the natural limitations of each. But with the benefits comes the risk of confusion, disagreement about priorities, and turf battles. Leadership succession also presents substantial challenges, especially when a COO or president who has worked in a complementary fashion with the CEO moves into the top role. An organization's board of directors and CEO can manage the risks by fostering a shared vision, common incentives, communication, and trust. They can also ensure smooth succession processes in various ways, such as brokering a gradual transfer of responsibilities or allowing the CEO and the COO to share duties as long as they maintain the logic of complementarity.     

Executive performance-based remuneration, performance change and board structures

This paper examines CEO performance-based remuneration in companies that experience improvement in financial performance but have different board structures. It analyzes how such payment relates to change in financial performance and board structures by comparing the cases between Australian and Singaporean companies. The results highlight that performance pay in both countries is likely to be linked to change in performance. However, the proportion of CEO performance-based payment in both countries does not seem to be related to board structure. Larger firms in both countries appear to make great use of performance-based remuneration. Sales revenue is likely to be used by companies in both countries as a yardstick for determining CEO performance pay.     

Determination of Executive Compensation in an Emerging Economy. Evidence from India

Most studies of the determination of executive compensation are based on the experience of developed countries, and mainly focus on Chief Executive Officer (CEO) compensation. Determination of board compensation is relatively ignored in the literature. This paper examines the effect of corporate governance, firm performance, and corporate diversification on the board, as well as CEO compensation and its components, in the context of an emerging economy-India-where a managerial market has yet to develop. Data for 462 firms for 1997-2002 in the Indian manufacturing sector have been used. This paper finds that board compensation largely depends on current- and past-year performance and diversification of the firm, whereas CEO compensation depends on current-year firm performance only. Among the personal attributes of the CEO, only in-firm experience has significant influence on CEO compensation. This finding contradicts the existing studies, where current- and past-year firm performance, as well as age, experience, and education of the CEO are important factors in determining CEO compensation.     

CEO Influence and Executive Compensation

The sales-maximization hypothesis and the shareholder wealth-maximization hypothesis have been suggested in prior finance literature to explain the determinants of CEO pay. This paper proposes that CEO influence over the board is an additional explanation for the size of CEO pay. Evidence from the 1989–1991 period indicates that CEO pay is positively related to measures of CEO influence over the board. Results of this study suggest that CEO salary levels are mostly a function of CEO influence over the board, the growth in sales and the size of the firm.     

商业银行运营效率与董事会治理

本文在对中国16家上市商业银行绩效进行前沿效率分析的基础上,建立以董事会规模、外部董事监事占比、CEO薪酬和管理层人均薪酬为基础的二元选择模型,对中国商业银行运营效率同董事会治理的关系进行了实证研究。结果表明,独立董事在商业银行公司治理中的作用并不明显,CEO薪酬和董事会规模对商业银行业绩并无显著影响,董事会规模过大无...     

Family ties,board compensation and firm performance

This study examines the effect of corporate boards with family ties on board compensation and firm performance. Family firms dominate the vast majority of enterprise forms around the world. Despite possible agency problems between large and small shareholders, family boards may contribute specific knowledge and competitive advantage to the firm. This paper shows that the excess board compensation of firms with a non-family CEO is positively related to the percentage of board members with family ties, but the presence of family boards cannot justify the outcome of firm performance, suggesting a negative entrenchment of firms with a non-family CEO. By contrast, the excess board compensation of firms with a family CEO is found to be unrelated to the percentage of board members with family ties, and the presence of family boards is positively associated with firm performance, suggesting the convergence-of-interests of firms with a family CEO.