The Impact of Corporate Governance on Executive Compensation

This paper examines the relationship between the compensation of the top five executives at a set of over 400 publicly listed Canadian firms and various internal and external corporate governance‐related factors. The media is full of stories suggesting a relationship between large executive compensation packages and failures in governance at various levels within organisations, but there exists little formal analysis of many of these relationships. Our analysis provides empirical evidence supporting some of these assertions, refuting others and documenting new relationships. We find that variances in internal governance related to differences across firms in the characteristics of the CEO, compensation committee and board of directors do influence both the level and composition of executive compensation, especially for the CEO. Considering external measures of corporate governance, we find that different types of shareholders and competitive environments impact executive compensation. We do not find that either the internal or external governance characteristics dominate.     

Pensions as a Form of Executive Compensation

This paper investigates the role of pensions as an element of total executive compensation, and the relationship between pensions and performance‐based compensation in executive pay. Using hand‐collected data on FTSE 100 CEOs and senior executives from 2004?2011, we document that pensions function as a substitute for performance‐based compensation (primarily bonuses) in both cross‐sectional and time‐series settings. We also examine the effect of corporate governance characteristics on executive pensions. We find that corporate governance characteristics associated with stronger board monitoring play a constraining role on the magnitude of pensions. Our evidence of substitution effects between pensions and performance‐based compensation is consistent with a managerial power view of executive compensation‐setting, and the use of pensions as a ‘stealth’ element of compensation. Our findings are robust to considering different types of pensions, product market competition, and cross‐listing. Sub‐period analysis shows that pensions decrease and substitution effects weaken following the 2008 financial crisis. Moreover, we find no evidence that the use of compensation consultants with potential conflicts of interest is associated with higher pensions. Overall, our study contributes to a greater understanding of the role of pensions in executive compensation, and shows the importance of including pensions in analysis of executive compensation.     

Non‐compliance in Executive Compensation Disclosure: the Brazilian Experience

We examine the determinants and consequences of firms’ choice not to comply with a new executive compensation disclosure regulation. We exploit a unique feature of Brazilian markets, where a change in the regulation of executive compensation disclosure could arguably lead to personal security‐related costs for executives. This major reform in executive compensation disclosure in Brazil became effective in December 2009. While some firms complied with the change in regulation, other firms explicitly refused to comply fully with the regulation by using a court injunction. After controlling for firm‐specific characteristics and both social and economic inequality measures, we find that the degree of criminality in the state in which the firm is headquartered (a proxy for security‐related costs) and the level of CEO compensation are important determinants of a firm's decision not to fully disclose executive compensation information. We also show that firms which do not fully comply with the regulation face costs in the form of higher bid‐ask spreads, suggesting investors are leery of the decision not to comply with the regulation. We discuss the potential implications of our results in the context of executive compensation disclosure reform.     

才能信号抑或薪酬辩护:超额薪酬与战略信息披露

本文研究了高管在获得超额薪酬时是否披露了更多的战略信息,并进一步检验了此时战略信息披露动机符合管理者才能信号假说还是薪酬辩护假说。结果表明,战略信息披露与超额薪酬正相关,且在国企尤其是央企中、薪酬业绩敏感性较低以及机构投资者持股比例较低的公司中两者正相关性更强,这表明两者的关系符合薪酬辩护假说,即高管在获得超额薪酬时,为了提高薪酬的正当性和合理性,会披露较多的战略信息来展现自己的才能。本文从高管薪酬辩护视角考察了信息披露的动机,特别是在发展中国家的制度背景下丰富了有关信息披露动机的研究。     

Bidder CEO and Other Executive Compensation in UK M&As

This paper investigates the impact of M&As on bidder (CEO and other) executive compensation employing a unique sample of 100 completed bids in the UK over the 1998–2001 period. Our findings indicate that less independent and larger boards award CEOs significantly higher bonuses and salary following M&A completion both for the full sample and for the UK and US sub‐samples. UK CEOs and executives are rewarded more for the effort exerted in accomplishing intra ‐ industry or large mergers than for diversifying or small mergers and their cash pay is unaffected by other measures of their managerial skill or performance. US bidders are rewarded at higher levels than their UK counterparts and their remuneration is related only to measures of CEO dominance over the board of directors. Overall our findings offer support for the managerial power rather than the agency theory perspective on managerial compensation.     

Executive compensation in less regulated markets: the impact of debt monitoring

This paper shows that in the lightly regulated Alternative Investment Market (AIM) voluntary corporate board structures might not reduce agency costs between shareholder and executive directors. In this less regulated market, we find that the extent of debt affects executive pay. In addition, the theoretical determinants of executive pay affect CEO and other executives’ pay and incentives differently in this market. We find no evidence that debt levels affect CEO pay in a matched sample of Main Market firms. Our results suggest that debtholders could be better monitors of executive directors’ actions, in comparison to voluntary governance committees in less regulated markets.     

A Reduced Form Coefficients Analysis of Executive Ownership, Corporate Value, and Executive Compensation

Most simultaneous equations studies analyze the coefficients from the structural forms of the models, which provide estimates of the direct effects of independent variables on the dependent variables in each equation, but ignore the indirect effects these independent variables have on dependent variables in other equations. This paper modifies the work of Chung and Pruitt (1996) by extending the model to include board composition and institutional ownership variables and then estimating the structural and derived reduced form coefficients for the extended model. The signs and significance of the reduced form coefficients differ in several material respects from the results of the structural form coefficient analysis, which suggests that analysis of only the structural form coefficients is incorrect and potentially misleading.     

国企高管超额薪酬与自愿披露社会责任：“为公利”还是“解私忧”?

基于代理理论,运用回归分析模型,依据社会责任披露意愿和质量的相关数据,考量国有企业高管超额薪酬对自愿披露社会责任的影响。结果发现：国有企业高管超额薪酬与企业自愿披露社会责任正相关;高管薪酬超过契约参照点的程度越高,超额薪酬对自愿披露社会责任质量的影响程度就越高,会导致企业的股价崩盘风险升高的经济后果,高管超额薪酬与企业业绩显著负相关。鉴于此,可为企业自愿披露社会责任的“薪酬辩护”动机提供证据。     

Executive Compensation Tied to ESG Performance: International Evidence

Using a wide sample of international publicly traded firms, this paper studies the rapidly increasing practice of incorporating Environmental, Social, and Governance (ESG) metrics in executive compensation contracts. Our evidence suggests that this compensation practice varies at the country, industry, and firm levels in ways that are consistent with efficient incentive contracting. We also observe that reliance on ESG metrics in executive compensation arrangements is associated with engagement, voting, and trading by institutional investors, which suggests that firms could be adopting this practice to align their management's objectives with the preferences of certain shareholder groups. Finally, we find that the adoption of ESG Pay is accompanied by improvements in key ESG outcomes, but not by improvements in financial performance.     

Pay me Right: Reference Values and Executive Compensation

This paper examines the importance of reference values for executive compensation contracts. We rely on a quasi‐experimental setting (the adoption of pay guidelines), and a well‐defined measure of individual‐specific reference values to provide evidence on how a change in CEO reference compensation leads to subsequent changes of actual pay. We find that executive compensation adjusts gradually towards the new reference values, and that the speed of the adjustment depends on the corporate governance characteristics: the firm ownership structure, the role of the State and of the employees in the firm decision making. These results provide empirical support for theoretical models of bargaining that take into account reference values.     

The impact of board ethnic diversity on executive pay-to-performance sensitivity: Australian evidence

We examine how board ethnic diversity impacts executive pay-to-performance sensitivity. Using firm-year observations in Australia for the period 2007–2017, we document that board ethnic diversity leads to higher executive pay-to-performance sensitivity. The finding is robust in controlling for endogeneity using instrumental variable regression analysis, as well as using modified measures of board ethnic diversity. We also document that the impact of board ethnic diversity on executive pay-to-performance sensitivity is more pronounced for firms suffering from high agency costs and when the CEO's ethnicity is different from that of the majority of the board. This study helps to inform the debate on the issue of board ethnic diversity in Australia.     

高管薪酬粘性、风险承担与企业投资效率——管理者权力与融资约束的调节作用

本文选取2010―2019年中国A股上市公司数据,实证分析了高管薪酬粘性对企业投资效率的影响及其作用机制。研究表明:(1)高管薪酬粘性对企业投资效率具有负向影响,会加剧企业过度投资,由此加大非效率投资及降低投资效率。(2)高管薪酬粘性对企业投资效率的负向影响仅对“奖优-低惩劣”薪酬契约有效。相对于非国有、高估值与制造业企业,高管薪酬粘性对国有、低估值与非制造业企业投资效率的负向影响更为显著。(3)管理者权力的提高会加剧高管薪酬粘性对企业投资效率的负向影响,加剧高管权力寻租引发的薪酬补偿效应,由此稀释薪酬奖惩对业绩变动的敏感度。融资约束程度的提高会减弱高管薪酬粘性对企业投资效率的负向影响,这种负向影响主要针对投资不足企业,对过度投资企业不显著。(4)风险承担在高管薪酬粘性与企业投资效率的关系中承担着中介作用,高管薪酬粘性通过影响企业风险承担来影响企业投资效率,“高管薪酬粘性-风险承担-企业投资效率”的传导渠道有效。     

国际银行业信息披露制度研究

信息披露制度的兴起和完善伴随着商业银行治理结构的变革及风险管理技术的提升,是推动银行业公司治理改革的重要动力。《有效银行监管的核心原则》、《提高银行透明度》、《巴塞尔资本协议Ⅱ》等报告和协议为国际银行业信息披露标准提供了借鉴,折射了国际银行业信息披露制度的变革方向。美国银行业信息披露制度对我国有着明显的借鉴意义,其改进信息披露的举措主要包括提高信息披露效能、加强信用风险披露和按业务线披露经营信息等。以《巴塞尔资本协议Ⅱ》的要求为基础,借鉴发达国家的信息披露制度,细化《商业银行信息披露暂行办法》的相关规定,推进信息披露的规范化,是我国商业银行提升信息披露水平的可选思路。     

Additional Evidence on the Association Between Director Stock Ownership and Incentive Compensation

Governance scholars argue that outside directors have little incentive to monitor managers when their equity stake in the firm is not significant. A sample with a substantial level of outside director shareholdings is examined and a negative relationship between incentive compensation and outside director stock ownership is found. While firms pay higher incentive compensation when they have greater investment opportunities, the compensation contains excess pay due to ineffective corporate governance. Overall, the results suggest more effective corporate governance and lower incentive compensation when outside director stock ownership is higher.     

The Determinants of REIT CEO Compensation

Executive compensation has garnered much attention in the last decade from both academicians and practitioners. We examine the relationship between increase in CEO compensation, industry-specific performance measures, and stock return for the years 1993–1999 in the Real Estate Investment Trust (REIT) industry. We find evidence that compensation evaluation is related to stock returns, and to changes in Real Estate Investment and Funds from Operation for the years 1997, 1998, and 1999. Furthermore, we document a negative relation between CEO raise and age. We find no link between compensation and earnings per share, whether the REIT is self-managed, or type of property in which the REIT specializes.     

Factors influencing corporate governance disclosures: evidence from Alternative Investment Market (AIM) companies in the UK

This study examines the relationship between company and ownership characteristics and the disclosure level of compliance with Quoted Companies Alliance (QCA) recommendations on corporate governance in Alternative Investment Market (AIM) companies. We report clear evidence that compliance increases with company size, board size, the proportion of independent non-executive directors, the presence of turnover revenue, and being formerly listed on the Main Market. However, we find that shell and highly geared AIM companies disclose relatively lower levels of corporate governance than recommended under QCA guidelines. Our findings suggest that market regulators should review the potential impact of the quality of corporate governance in these companies on the future vibrancy of AIM. We find no evidence that ownership structure or the type of Nominated Advisor is related to disclosure of compliance with QCA guidelines. Overall, in a lightly regulated environment such as the AIM market, it seems that companies will ultimately pursue a cost–benefit strategy in voluntarily complying with good corporate governance practice.     

The Impact of IFRS Adoption and Corporate Governance Principles on Transparency and Disclosure: The Case of Borsa Istanbul

This article investigates whether mandatory and voluntary regulation and best governance practices enhance disclosure quality in an emerging market where code law tradition, dominant family ownership, and lax rules and implementation make it less likely for disclosure quality effects to be observed. We show that the Transparency & Disclosure (T&D) scores have improved for a sample of Borsa Istanbul (BIST) firms, and the firms that voluntarily adopted IFRS during 2003 and 2004 have significantly higher scores. However, in 2005, the year IFRS became mandatory, the T&D scores for mandatory and voluntary adopters were no longer significantly different. Multivariate analysis shows that the Corporate Governance (CG) principles and voluntary and mandatory adoptions of IFRS have all had significant positive effects on various T&D scores of the sample firms.     

论证券信息披露简明性规则——以网络时代为背景

证券信息网络披露使证券市场投资者能够便捷的获取全面丰富的证券信息,但浩如烟海的篇幅和晦涩难懂的专业词汇,常常使投资者特别是中小投资者陷入不知所措的境地。我国资本市场以中小投资者为主,为了切实保护其利益,有必要确立证券信息披露的简明性规则,即在信息披露中使用清晰、简单、易懂的语言,在能够使用普通语言的场合,避免使用专业的金融词汇,同时,信息披露文件的篇幅应当简短,避免冗长。信息披露简明性规则不会增加发行人的信息披露责任,不会影响信息披露的完整性,有助于保护中小投资者利益。     

CEO Compensation and Firm Performance: an Empirical Investigation of UK Panel Data

This paper examines the link between CEO pay and performance employing a unique, hand‐collected panel data set of 390 UK non‐financial firms from the FTSE All Share Index for the period 1999–2005. We include both cash (salary and bonus) and equity‐based (stock options and long‐term incentive plans) components of CEO compensation, and CEO wealth based on share holdings, stock option and stock awards holdings in our analysis. In addition, we control for a comprehensive set of corporate governance variables. The empirical results show that in comparison to the previous findings for US CEOs, pay‐performance elasticity for UK CEOs seems to be lower; pay‐performance elasticity for UK CEOs is 0.075 (0.095) for cash compensation (total direct compensation), indicating that a ten percentage increase in shareholder return corresponds to an increase of 0.75% (0.95%) in cash (total direct) compensation. We also find that both the median share holdings and stock‐based pay‐performance sensitivity are lower for UK CEOs when we compare our findings with the previous findings for US CEOs. Thus, our results suggest that corporate governance reports in the UK, such as the Greenbury Report (1995) that proposed CEO compensation be more closely linked to performance, have not been totally effective. Our findings also indicate that institutional ownership has a positive and significant influence on CEO pay‐performance sensitivity of option grants. Finally, we find that longer CEO tenure is associated with lower pay‐performance sensitivity of option grants suggesting the entrenchment effect of CEO tenure.