Duration of Executive Compensation

Extensive discussions on the inefficiencies of “short‐termism” in executive compensation notwithstanding, little is known empirically about the extent of such short‐termism. We develop a novel measure of executive pay duration that reflects the vesting periods of different pay components, thereby quantifying the extent to which compensation is short‐term. We calculate pay duration in various industries and document its correlation with firm characteristics. Pay duration is longer in firms with more growth opportunities, more long‐term assets, greater R&D intensity, lower risk, and better recent stock performance. Longer CEO pay duration is negatively related to the extent of earnings‐increasing accruals.     

公司绩效、公司治理与管理者报酬实证研究

本文以中国深、沪两市在2004年上市公司样本作为公司绩效、公司治理与管理者报酬研究对象,从公司绩效、股权结构的安排以及董事会治理三个方面,通过构建最小二乘模型进行多元线性回归,来研究公司内部治理机制对公司管理层报酬的影响。研究结果表明:公司绩效、国有股比例、董事会规模、两职兼任均对管理者报酬产生显著的影响。     

Executive Compensation, Strategic Competition, and Relative Performance Evaluation: Theory and Evidence

We examine compensation contracts for managers in imperfectly competitive product markets. We show that strategic interactions among firms can explain the lack of relative performance-based incentives in which compensation decreases with rival firm performance. The need to soften product market competition generates an optimal compensation contract that places a positive weight on both own and rival performance. Firms in more competitive industries place greater weight on rival firm performance relative to own firm performance. We find empirical evidence of a positive sensitivity of compensation to rival firm performance that is increasing in the degree of competition in the industry.     

Law and Executive Compensation: A Cross‐Country Study

Companies outside the U.S. use substantially less equity in their compensation mix than U.S. firms. But despite this consistent “cross‐sectional” difference, the pattern of changes in equity‐based pay of non‐U.S. companies over time appears to mirror changes in the pay of U.S. companies. The authors provide persuasive evidence that features of a nation's legal environment help explain major differences in compensation structure across countries. As a general rule, companies in countries that provide greater protection of shareholder rights use larger amounts of equity‐based compensation. And the equity mix also tends to be higher when a country's legal system ensures strict enforcement of the laws that are on the books. At the same time, since the equity mix varies considerably over time within the same legal environment, it is clear that factors other than the legal environment affect compensation structure. The authors report that, after controlling for legal factors, company‐specific variables that proxy for “agency” conflicts—not only between managers and shareholders, but between controlling and minority shareholders as well—also affect the compensation mix in fairly predictable ways. The bottom line of this study is that, although we may have a global market for talent, compensation structures across countries are not likely to converge unless and until the underlying legal protections afforded shareholders converge. At the same time, the effect of agency costs in compensation design for non‐U.S. firms appears to be partly conditioned by the nation's legal system and the entire set of regulatory and other institutions that are affected by it.     

金融行业上市公司高管薪酬问题：公平与效率

金融行业上市公司高管薪酬问题一直是社会关注的焦点。目前,金融行业上市公司高管薪酬存在显著的效率与公平问题,主要表现为高管薪酬与业绩缺乏相关性,以及高管薪酬水平差距过大。金融行业上市公司高管薪酬问题表面来看是一个管理问题和经济问题,但究其深层次原因则是一个社会政治问题。剖析和解决这些问题需要进行顶层设计,兼顾公平和效率,注重社会公平。     

上市公司高管薪酬变局

2010年年报业已收官,高管薪酬不出意外地再次成为热点话题。根据显示,上市公司高管薪酬依然呈现整体上涨的趋势,金融、地产成为平均薪酬最高的行业,且增幅远超出平均水平。另外一大特点是随着中小板、创业板公司的大幅扩容,上市公司高管财富的增长开始更加依赖于股权激励、直接持股等。与之遥相辉映的是华尔街的限薪运动愈演愈烈。美国证交会于2011年3月2日发布声明,宣布将对大银行、经纪公司以及对冲基金等金融机构的高额薪酬实施更严格监管。新规被认为是美国监管机构十几年来限制金融公司薪酬努力的最高峰。从高管收入来源的结构来看,呈现出典型的三个台阶:固定薪酬帮助高管进入百万元俱乐部;股权激励成就千万元富翁;而直接持股则是造就亿元富豪的终极法则。而且去年无论是海外上市还是创业板上市的IPO潮,都直接带动了今年高管薪酬的集体增长。而每一家上市公司背后,都离不开那些容易被闪光灯忽略的CFO们的身影。依据上市公司公开披露的信息,《首席财务官》杂志将中证100、创业板首批28家上市公司、2010年在香港证券交易所上市且融资额排名前10位的公司作为研究样本,从这些公司的薪酬、持股数中,解读中国上市公司高管薪酬变局,并特别聚焦其中CFO群体的...     

上市公司MBO的管理者报酬激励效应

本文的实证研究表明,中国上市公司管理者收购（MBO）对于参与收购的公司管理层来说,存在效果显著的报酬激励、股权分红激励乃至财富增长效应;MBO后,管理层的动态报酬在很大程度上是随公司动态绩效的变化而变化的,即没有充分的证据表明MBO后存在与公司绩效不相关的增加现金股利分配效应和管理层报酬增长效应。     

独立董事津贴与控股股东利益关联性

现行制度 2001年8月16日,中国证监会颁布《关于在上市公司建立独立董事制度的指导意见》(以下简称《指导意见》),要求“境内上市公司应当按照《指导意见》的要求修改公司章程,聘任适当人员担任独立董事,其中至少包括一名会计专业人士.在2002年6月30日前,董事会成员中应当至少包括两名独立董事;在2003年6月30日前,董事会成员中至少包括三分之一独立董事”.     

Active Institutional Shareholders and Costs of Monitoring: Evidence from Executive Compensation

Although evidence suggests that institutional investors play a role in monitoring management, not all institutions are equally willing or able to serve this function. We present a stylized model that examines the effects of institutional monitoring on executive compensation. The model predicts that institutions' influence on managers' pay-for-performance sensitivity and level of compensation is enhanced when institutions have lower implied costs of monitoring, but that these effects are attenuated when the firm-specific cost of monitoring is high. Our empirical results are broadly consistent with these implications, suggesting that independent investment advisors and investment company managers have advantages in monitoring firms' management.     

商业银行高管薪酬制度的国际比较

本文重点分析银行高管薪酬制度的美、德、日模式.由于各国的历史、社会环境、经济法律制度、文化习俗不同,从属于公司治理机制的高管薪酬制度存在很大差异,但是随着近年来迅猛的金融全球化和自由化,薪酬制度出现了明显的趋同趋势.     

Executive Compensation and the Maturity Structure of Corporate Debt

Executive compensation influences managerial risk preferences through executives' portfolio sensitivities to changes in stock prices (delta) and stock return volatility (vega). Large deltas discourage managerial risk‐taking, while large vegas encourage risk‐taking. Theory suggests that short‐maturity debt mitigates agency costs of debt by constraining managerial risk preferences. We posit and find evidence of a negative (positive) relation between CEO portfolio deltas (vegas) and short‐maturity debt. We also find that short‐maturity debt mitigates the influence of vega‐ and delta‐related incentives on bond yields. Overall, our empirical evidence shows that short‐term debt mitigates agency costs of debt arising from compensation risk.     

商业银行高管薪酬改革适应新常态特征的路径研究

薪酬体系是否科学合理影响到经营管理者的积极性。我国商业银行薪酬体系建立在外部经济环境和内部经营规律的基础上。以往高经济增长的环境下,商业银行经营效益大幅度提升,高管薪酬也十分高企。但自金融危机发生以来,中国经济出现了增幅下降、结构急需调整等“新常态”特征,这对商业银行经营管理特别是薪酬体系设计也提出了新的要求。与此同时,国有企业整体改革的推进,又为商业银行高管薪酬改革提供了方向指引。目前,商业银行的薪酬体系改革必须充分考虑经济新常态的特征、国有企业改革对商业银行薪酬改革的影响,结合金融企业发展规律,坚持遵循价值规律原则,加速推进限制性股权制、股票期权制、绩效回收制、加大延期支付力度、构建社会比价指导与活跃职业经理人市场、完善商业银行治理机制等是新常态背景下商业银行高管薪酬改革的基本策略。     

The Effects of Outside Directors and Board Shareholdings on the Relation Between Chief Executive Compensation and Firm Performance

Critics of corporate governance have suggested that improvements in board monitoring will arise from more independent boards consisting of outside directors and from increased stock ownership by directors. Presumably these changes should result in more rational, more defensible compensation decisions in which pay is clearly tied to results. In this paper, we test the premise that boards with a relatively higher proportion of outsiders and boards with significant shareholdings maintain a closer link between corporate performance and executive pay than do boards with fewer outsiders and boards holding little stock. The results of the study, based on a sample of 268 large corporations, are mixed. As expected, boards with significant shareholdings maintain a stronger linkage between compensation and firm-level performance. This finding persists even after controls are included for CEO and outsider shareholdings. Contrary to expectations, however, evidence was not found that firms with a higher proportion of outsiders on the board of directors relate compensation more strongly to firm results.     

Executive Compensation: An Overview of Research on Corporate Practices and Proposed Reforms

Two landmark episodes of the last decade, the 2001 dot-com crisis and the 2008 bursting of the housing bubble, have drawn attention to the size and structure of executive pay plans and their possible role in propagating or worsening the crises. In this policy-oriented piece, the authors discuss the key issues in the debate on executive pay and express their support for a number of reform proposals that have been advanced in academic and policy circles.
The article begins by dividing the compensation debate into four key issues:

• First, while public outrage has focused on the size of the pay packages at failed financial institutions, it is perhaps more important to focus on the structure of compensation and the process of setting compensation to prevent future crises. An effective pay package is not necessarily the one most laden with equity incentives. Too much equity exposure can cause excessive risk-taking, manipulation, and shift executive attention away from true value creation.

• Second, incentive structures should incorporate indexing and clawbacks to guard against the possibility that performance benchmarks are rewarding luck more than sustainable, long-run performance.

• Third, the compensation-setting process should be placed in the hands of shareholders, boards, and advisors who are not only independent but also possess ample expertise in the financial instruments used to incentivize pay.

• Fourth and finally, any proposals for changes in compensation design or the taxation of compensation should anticipate how executives will alter their behavior in response to the changes, and evaluate the effect of the changes net of such offsetting responses.

     

A Remedy for the Executive Pay Problem: The Case for "Compensation Discussion and Analysis"

After acknowledging the strengths of Bebchuk and Fried's case for managerial power in setting executive pay, this article expresses three major reservations:
First, concerns about the apparent lack of pay for performance do not alone provide a sufficient framework for understanding the controversy over CEO pay or devising a remedy. In fact, such concerns may well take a backseat to popular unrest about the levels of pay, a problem that Bebchuk and Fried largely ignore.
Second, many of the compensation practices identified as "smoking guns" of managerial power, such as the failure to index stock and options and the use of "stealth compensation," may have benign explanations. For example, since the vast majority of employee stock options are awarded to people well below the executive ranks, the absence of indexing may help to preserve a simple, visible score-card (however flawed) for motivating all levels of the organization. And the use of stealth pay may be justified as a means of preventing public scrutiny from distorting private decisions.
Third, even if corporate governance needs improvement, the best remedy may be not a wholesale expansion of shareholder power, but rather a tailored series of measures designed to bolster the defacto independence of the compensation committee. Most important, the SEC should require proxy disclosure of a "Compensation Discussion and Analysis" statement, signed by all the members of the compensation committee, that summarizes and justifies all compensation elements for all senior executives. The resulting process "ownership" and reputation-staking will strengthen the committee's hand against managerial pressure. In addition, serious thought should be given to a shareholder approval vote on the CD&A following the new U.K. practice.     

公司并购、盈余管理与高管薪酬变动

基于前人关于上市公司盈余管理影响因素的研究,本文分析了主并方公司并购收益与并购完成后公司盈余管理之间的关系,以及两者对高管货币性薪酬变动的相互作用机制。本文以2007至2012年我国沪深两市发生重大并购的A股上市公司为研究对象,结果发现:在并购完成后,并购收益与公司盈余管理存在负相关关系,即并购收益越低,公司在并购完成后第一、二年进行正向盈余管理的程度越高;盈余管理与并购收益对高管薪酬的变动存在着相互替代的关系,即并购收益越低,盈余管理对促进高管薪酬增长的影响越大。本文的研究丰富了盈余管理和公司并购的理论内涵,并为监管部门以及投资者的决策提供了重要的经验证据。     

The Growing Executive Compensation Advantage of Private Versus Public Companies

Private companies have a natural governance advantage over public companies—one that stems mainly from the presence on their boards of their largest owners. This governance advantage is reflected in the greater effectiveness of private company executive pay plans in balancing the goals of management retention and incentive alignment against cost. Private company investor‐directors are more likely to make these tradeoffs efficiently because they have both a much stronger interest in outcomes than public company directors and more company‐specific knowledge than public company investors. Furthermore, private company boards do not have to contend with the external scrutiny of CEO pay and the growing number of constraints on compensation that are now faced by the directors of public companies. Such constraints focus almost entirely on one dimension of compensation governance—cost—in the belief that such constraints are required to limit the ability of directors to overpay their CEOs. In practice, any element of compensation can serve to improve retention or alignment, as well as being potentially costly to shareholders. Furthermore, any proscribed compensation element can be “worked around” by plan designers, provided the company is willing to deal with the complexity. For this reason, rules intended to deter excessive CEO pay are now effectively forcing even well‐intentioned public company boards to adopt suboptimal or overly complex compensation plans, while doing little to prevent “captured” boards from overpaying CEOs. As a result, it is increasingly difficult for public companies to put in place the kinds of simple, powerful, and efficient incentive plans that are typically seen at private companies—plans that often feature bonuses funded by an uncapped share of profit growth, or upfront “mega‐grants” of stock options with service‐based vesting.