EXECUTIVE COMPENSATION STRUCTURE AND CORPORATE GOVERNANCE CHOICES

Using data that reflect the significant growth in incentive compensation during the last decade, we extend research in this area by specifying a more complete model that addresses both corporate governance and risk‐sharing factors that theory suggests should influence compensation policy. We find that the extent of incentive compensation is systematically related to other features of corporate governance, as well as to factors affecting managerial risk aversion. The results support the following conclusions: (a) the presence of outside directors and blockholders facilitates the use of incentive compensation, (b) incentive compensation is inversely related to use of leverage, and (c) the incentive pay component of compensation is lower for CEOs near or at retirement age and is decreasing in the percentage of firm stock already owned by the CEO. JEL classification: G34     

CORPORATE GOVERNANCE AND CAPITAL STRUCTURE DYNAMICS: AN EMPIRICAL STUDY

Consistent with theoretical predictions, we find that both a higher level of financial leverage and a faster speed of adjustment of leverage toward the shareholders' desired level are associated with better corporate governance quality as defined by a more independent board featuring CEO–chairman separation and greater presence of outside directors, coupled with larger institutional shareholding. In contrast, managerial incentive compensation on average discourages use of debt or adjustments toward the shareholders' desired level, consistent with its entrenchment effect. The effect of corporate governance on leverage adjustments is most pronounced when initial leverage is between the manager's desired level and the shareholders' desired level where the interests of managers and shareholders conflict.     

ECONOMICS OF CORPORATE GOVERNANCE REFORM

This paper develops three basic economic principles for effective corporate governance: (1) information accuracy and timeliness, (2) management accountability, and (3) auditor independence. Accuracy and timeliness of information is critical to providing market participants with the data necessary to monitor and evaluate managers. Management accountability focuses on strengthening the incentives of managers to act in shareholders' interests and on increasing the likelihood and magnitude of punishment for wrongdoing. Auditor independence reduces the incentives and likelihood that auditors would give managers more leeway to undertake fraudulent or questionable acts.
The author provides a preliminary assessment of how well legislative reforms, such as the Sarbanes-Oxley Act, regulatory changes at the SEC, and private sector responses such as those from self-regulatory organizations like the NYSE and NASDAQ, conform to these economic principles. The paper concludes by commenting on current proposals from the SEC on "shareholder democracy" and emphasizing the importance of balancing private and public regulatory responses.     

CAPITAL STRUCTURE,SHAREHOLDER RIGHTS,AND CORPORATE GOVERNANCE

We show how capital structure is influenced by the strength of shareholder rights. Our empirical evidence shows an inverse relation between leverage and shareholder rights, suggesting that firms adopt higher debt ratios where shareholder rights are more restricted. This is consistent with agency theory, which predicts that leverage helps alleviate agency problems. This negative relation, however, is not found in regulated firms (i.e., utilities). We contend that this is because regulation already helps alleviate agency conflicts and, hence, mitigates the role of leverage in controlling agency costs.     

完善公司治理 力保工行平稳运行

工商银行不仅有着＂全球最盈利、市值最大银行＂的光辉业绩,而且被赋予＂最优秀、最受尊重的银行＂,这些光环背后的强大因素究竟有哪些？良好的公司治理是稳健运行、价值持续增长的保证;深厚的企业文化是蓬勃发展的动力;积极履行社会责任是提升企业竞争力的重要途径;此外,内审与纪检监察工作的积极推进为健康发展提供了有效的保障。详情请看《公司治理》、《金融文化》、《廉政建设》、《社会责任》栏目。     

THE ROLE OF CORPORATE GOVERNANCE IN SOUTH KOREAN ECONOMIC REFORM

In South Korea, as in some other troubled Asian economies, banks and large public corporations have been run more in the interest of the government and the controlling share-holder group than to maximize efficiency and overall shareholder wealth. Any serious attempt to reform the South Korean economy must thus include significant changes in its system of corporate governance. After discussing in general terms how corporate ownership and control can affect economic performance, this article examines the corporate governance institutions that prevail in different countries, with particular attention to the U.S., Japan, and Germany. From such comparative analysis it then develops a set of criteria for appraising the effectiveness of corporate governance systems that are applied to the specific case of South Korea. The article concludes with number of suggestions for reforming the South Korean corporate governance system, including:

• 1 greater legal protection for minority shareholders from transactions involving potential conflicts of interest; and
• 2 strengthening of the incentives of management and large corporate holders, such as house or main banks, to maximize value (as the author notes, “charging management or the board with a legal mandate to ‘balance’ the interests of various constituencies or stakeholders is merely to diminish any legally enforceable responsibility to shareholders”).

As the article notes in closing, the main beneficiaries of such governance reforms will not be the new shareholders–including those foreign investors who might be persuaded to buy the stocks–but rather the existing owners, whose shares will command a higher price from “outside” investors. And the greatest beneficiary will be the South Korean nation as a whole, since the resulting improvements in corporate performance and reductions in cost of capital will increase productivity and international competitiveness.     

THE INFLATION ADJUSTMENT OF CORPORATE ACCOUNTS: THE CASE OF MONETARY ITEMS

This paper investigates the sensitivity of the computed loss from holding monetary items to alternative numerical estimating techniques. Using data from 38 companies for the fiscal year 1980-81, we find that estimation of the loss from holding monetary items is robust with respect to the calculating technique utilized, provided the monetary base is broadly defined. The implications of this for “market model” type studies of the impact of inflation adjustments are discussed.     

THE PERFORMANCE MEASUREMENT AND EVALUATION OF A CORPORATE RETIREMENT PLAN: A CASE STUDY

This paper is based on an actual study of a pooled profit-sharing plan sponsored by a Fortune 50 company from September 1978 to June 1983. The purpose of performance measurement is to identify skill at portfolio management and provide evidence indicating whether performance coincides with the investment skills claimed by the portfolio manager. The approach here is to apply the security market line analysis suggested by Fama. Characteristic lines were determined for the plan portfolio allowing the calculation for alpha, the Jensen differential performance index, beta, and R². Tests are made to determine if the investment manager was able to achieve superior performance by shifting portfolio market sensitivity in anticipation of major market moves (market-timing effect) and/or selecting undervalued securities (security-selection effect).     

A METHOD FOR ESTIMATING GLOBAL CORPORATE CAPITAL COSTS: THE CASE OF BESTFOODS

The financial management practices of many multinational corporations are at odds with both financial theory and the strategic case for global expansion. Despite the weight of academic literature, many financial executives still cling to ad hoc rules of thumb that discourage value-enhancing global growth. In particular, they tend to require large risk premiums for making foreign investments while ignoring the diversification benefits of such investments for their shareholders.
This article presents a practical method for estimating the cost of capital for use by multinationals both in evaluating foreign investment opportunities and in measuring the ongoing performance of overseas business units. The method represents a kind of hybrid version of the global CAPM—one that attempts to reconcile some of corporate executives' concerns about the distinctive risks of foreign investment with the finance theorist's portfolio perspective and reliance on capital market information. More specifically, the framework uses information from capital markets to determine the appropriate risk premiums for currency and sovereign risks associated with each country in an MNC's portfolio. But, at the same time, these risk premiums are partly offset by taking account of any diversification benefits that foreign investment provides for the firm's shareholders.
The method is illustrated using the case of Bestfoods, a Fortune 200 company with extensive overseas operations that recently adopted the method. For the purpose of evaluating new projects, Bestfoods produces quarterly updates of its cost-of-capital estimates for each country in which it has (or expects to have) major operations. For evaluating the ongoing performance of each country business unit, the relevant cost of capital is calculated annually (at the beginning of each fiscal year).     

A CONCEPTUAL FRAMEWORK FOR CORPORATE RISK DISCLOSURE EMERGING FROM THE AGENDA FOR CORPORATE GOVERNANCE REFORM

During the last decade an implicit conceptual framework for internal control and corporate risk management has arisen from risk management practice and policy within UK companies. An explicit conceptual framework for risk management is now emerging and is expressed in the Turnbull Report. In this paper, we develop a diagrammatic representation for the conceptual framework for internal control, risk management and risk disclosure. We consider the recent practical and policy developments in the disclosure of risk-related information in order to establish the current state of the art of corporate risk disclosure. Thus, we focus only on the disclosure aspect of the conceptual framework for internal control. We use a questionnaire survey to canvas the attitudes of UK institutional investors towards risk disclosure in relation to their portfolio investment decisions. Our empirical findings indicate that institutional investors do not generally favour a regulated environment for corporate risk disclosure or a general statement of business risk. The respondents agree that increased risk disclosure would help them in their portfolio investment decisions. However, for other aspects of the risk disclosure issue they are more neutral in attitude. Further, we found that the variation in the attitudes of institutional investors appears to be associated with the characteristics of the funds they manage as well as with their investment horizons. Further, we find that institutional investors’ perceptions of corporate governance are related to their investment horizons, among other factors.     

FREE CASH FLOW AND PUBLIC GOVERNANCE: THE CASE OF ALASKA

In a widely cited 1986 article in the American Economic Review, Michael Jensen gave the concept of free cash flow (FCF) a new twist by redefining it as cash flow in excess of that required to fund all projects with positive net present values. Put another way, FCF represents funds available in the firm that managers may choose to hold as idle cash, return to shareholders, or invest in projects with returns below the firm's cost of capital. In redefining FCF in this way, Jensen converted FCF from a measure of economic income and value into a measure of corporate assets available for discretionary, and potentially value‐destroying, use by firm managers. And, as he argued in his important article, managers in mature businesses with substantial free cash flow have a tendency to destroy value by plowing too much capital back into those businesses or, often worse, making ill‐advised acquisitions in unrelated businesses. Several methods have been developed in financial markets and internal corporate governance systems to discourage managers from wasting FCF. Better monitoring by boards of directors, large ownership blocks, and properly aligned management compensation contracts are all parts of the solution. And the extraordinary increase in stock repurchases in recent years, invariably applauded by investors, is another illustration of the market's success in encouraging companies to address their free cash flow problems. But if the “FCF problem” of the private sector has attracted considerable attention from finance scholars, the problem is even more acute in the public sector, where FCF can be thought of as tax revenue in excess of what is required to finance well‐defined and generally accepted levels of public services. Unlike the private sector, in the public sector there are neither measures nor mechanisms by which to monitor and constrain wasteful spending by elected officials. In this article, the authors attempt to measure the costs to taxpayers of government FCF using the case of Alaska, which since 1969 has received a huge windfall of tax revenue from North Slope oil leases. After examining the state's public finances from 1968 through 1993, the authors offer $25 billion as a conservative estimate of the social losses from Alaska's waste of free cash flow during that 25‐year period.