Corporate Governance Ratings and Firm Performance

We examine the corporate governance ratings provided by three premier US rating agencies and find that summary scores are generally poor predictors of primary and secondary measures of future firm performance. However, some component sub-ratings that focus on the eight key dimensions of dynamic governance structures provide more positive and reliable evidence of their information content in predicting the multiple dimensions of firm performance. These results reflect the recent observations by academic researchers and money managers that it is extremely difficult to distill all of the complex governance mechanisms into a single integrated, yet informative overall score.     

Corporate Governance and Firm Survival

We explore how various aspects of corporate governance influence the likelihood of a public corporation surviving as a separate public entity, after addressing potential endogeneity that arises from competing corporate exit outcomes: acquisitions, going‐private transactions, and bankruptcies. We find that some corporate governance features are more important determinants of the form of a firm's exit than many economic factors that have figured prominently in prior research. We also find evidence that outsider‐dominated boards and lower restrictions on internal governance play major roles in the way firms exit public markets, particularly when a firm's industry suffers a negative shock. Overall, our results suggest that failure to recognize competing risks produces biased estimates, resulting in faulty inferences.     

Hedge Fund Activism, Corporate Governance, and Firm Performance

Using a large hand-collected data set from 2001 to 2006, we find that activist hedge funds in the United States propose strategic, operational, and financial remedies and attain success or partial success in two-thirds of the cases. Hedge funds seldom seek control and in most cases are nonconfrontational. The abnormal return around the announcement of activism is approximately 7%, with no reversal during the subsequent year. Target firms experience increases in payout, operating performance, and higher CEO turnover after activism. Our analysis provides important new evidence on the mechanisms and effects of informed shareholder monitoring.     

Professors in the Boardroom and Their Impact on Corporate Governance and Firm Performance

We find that companies with directors from academia are associated with higher performance. This relation is driven by professors without administrative positions. We also find that academic directors play an important governance role through their advising and monitoring functions. Specifically, our results show that the presence of academic directors is associated with greater acquisition performance, a higher number of patents and citations, higher stock price informativeness, lower discretionary accruals, lower chief executive officer (CEO) compensation, and higher CEO forced turnover‐performance sensitivity. Overall, our results indicate that academic directors are valuable advisors and effective monitors and firms benefit from having academic directors.     

激励强度、公司治理与企业业绩研究综述

从20世纪90年代起,围绕企业业绩、激励强度以及公司治理出现了大量的实证文献。这些研究往往分为三类,一类研究激励强度与企业业绩,体现为经理人的报酬与企业业绩的相关性;一类研究激励强度与公司治理,体现在较强公司治理情况下的管理者的较低租金;一类研究公司治理与企业业绩,体现在较好的公司治理体制下的优良绩效。本文通过围绕这三类文献的综合评述,研究这三者的内在联系与外在表现,探讨有关理论的发展路径与可能方向,以期对完善我国管理者激励约束机制有所启示。     

Corporate Lobbying and Firm Performance

Corporate lobbying activities are designed to influence legislators, regulators and courts, presumably to encourage favorable policies and/or outcomes. In dollar terms, corporate lobbying expenditures are typically one or even two orders of magnitude larger than spending by Political Action Committees (PAC), and, unlike PAC donations, lobbying amounts are direct corporate expenditures. We use data made available by the Lobbying Disclosure Act of 1995 to examine this more pervasive form of corporate political activity. We find that, on average, lobbying is positively related to accounting and market measures of financial performance. These results are robust across a number of empirical specifications. We also report market performance evidence using a portfolio approach. We find that portfolios of firms with the highest lobbying intensities significantly outperform their benchmarks in the three years following portfolio formation.     

Corporate Governance, Board Diversity, and Firm Value

This study examines the relationship between board diversity and firm value for Fortune 1000 firms. Board diversity is defined as the percentage of women, African Americans, Asians, and Hispanics on the board of directors. This research is important because it presents the first empirical evidence examining whether board diversity is associated with improved financial value. After controlling for size, industry, and other corporate governance measures, we find significant positive relationships between the fraction of women or minorities on the board and firm value. We also find that the proportion of women and minorities on boards increases with firm size and board size, but decreases as the number of insiders increases.     

Corporate Governance and Firm Value: The Impact of the 2002 Governance Rules

The 2001 to 2002 corporate scandals led to the Sarbanes–Oxley Act and to various amendments to the U.S. stock exchanges' regulations. We find that the announcement of these rules has a significant effect on firm value. Firms that are less compliant with the provisions of the rules earn positive abnormal returns compared to firms that are more compliant. We also find variation in the response across firm size. Large firms that are less compliant earn positive abnormal returns but small firms that are less compliant earn negative abnormal returns, suggesting that some provisions are detrimental to small firms.     

Corporate Governance and Company Performance in Australia

This study tests whether the adoption of Australian best practice corporate governance recommendations is associated with financial performance measured by return on assets (ROA) and Tobin's Q. Results suggest that recommended corporate governance structures relating to the adoption of board sub‐committees are sound policy recommendations that enhance performance using the accounting measure ROA and the market‐based measure Tobin's Q. In contrast, the emphasis on board independence guidelines, specifically having outside independent directors, has a negative impact on ROA and Tobin's Q. However, there are conflicting significant results between the accounting and market measures for having a dual CEO/chairperson and board size.     

Governance Structure and Firm Performance in Private Family Firms

Although a large proportion of firms are family owned and most family firms are private, our understanding of private family firms is limited. Using confidential information on family relationships between board members, CEOs, and shareholders, this is the first study to provide large‐scale evidence on the association between governance structure and firm performance in family‐controlled private firms. Our sample is unique as it covers almost all private limited liability firms in Norway, spans 11 years, traces firm ownership to ultimate owners, and identifies family relationship using data on kinship, marriage, and adoption. The results show a U‐shaped relationship between family ownership and firm performance. Higher ownership of the second largest owner, higher percentage of family members on the board, stronger family power, and smaller boards are associated with higher firm performance. In addition, the positive association between the ownership of the second largest owner and firm performance also occurs when the second largest owner is a member of the controlling family, but the association is stronger when the second largest owner is a non‐family member. We further test the relative importance of these test variables and find that ownership structure is more associated with firm performance than board structure.     

Corporate Raiders,Performance and Governance in Europe

I analyse 136 block purchases made by corporate raiders in Europe between 1990 and 2001. Contrary to the hypothesis that these investors expropriate the target companies, there is a positive market reaction to the first public announcement of these purchases. In the long‐run, raiders earn an abnormal profit when they sell their stakes. When they still held their positions at the end of the sample period, abnormal returns were insignificant. Raiders' activities do not improve operating performance. The findings are consistent with superior stock picking ability among these investors, but do not support the hypothesis that raiders are governance champions.     

Corporate Performance,Corporate Governance and Top Executive Turnover in Finland

This paper empirically investigates how corporate governance forces and firm performance affect top executive turnover in Finnish listed companies. I document an increase in CEO, top management, and board turnover in response to poor stock price performance and operating losses. The sensitivity of the relation between stock price performance and CEO turnover is significantly higher in firms with a two‐tier board structure (when the CEO is not the chairman), but significantly lower when the CEO or a board member is the controlling shareholder. These results suggest that both the ownership structure and the board design have implications for the disciplining of managers.     

Corporate Disclosure,Market Valuation,and Firm Performance

In this paper, I study the relationship between the Association for Investment Management and Research disclosure rankings and several corporate performance measures. I find a positive relationship between these rankings and stock returns. Furthermore, disclosure rankings are highly correlated with firm value. Specifically, Qs of firms ranked at the top of disclosure rankings are 35% higher than those of firms ranked at the bottom. I also find positive associations between disclosure rankings and future net profit margins, sales growth, and research and development intensity. Finally, I document a positive correlation between changes in disclosure rankings and future earnings surprises.     

Deviations from Expected Stakeholder Management,Firm Value,and Corporate Governance

We propose that high‐quality corporate governance may mitigate agency costs related to value‐destroying investments in stakeholder management (SM). Using an unbalanced panel of 9,051 firm‐year observations for 1,631 firms, we find that deviations from expected stakeholder management (ESM) are increasing in chief executive officer (CEO) portfolio delta. We find, however, that deviations from ESM are negatively related to proxies for effective board monitoring. We also document that the effect of governance mechanisms varies by industry (consumer or industrial orientation) and SM dimension. The results indicate that corporations with good governance pursue shareholder value maximization while constraining unnecessary investment in stakeholders.     

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。     

公司治理 激励机制与业绩评价

本文强调公司治理、激励机制与业绩评价三者的联系对应关系,分析了在不同的公司治理模式下激励机制与业绩评价的特点和内涵。在此基础上,对当前公司治理的国际趋势及其给激励机制与业绩评价带来的影响做进一步展望。     

公司治理与可持续性绩效关系研究

随着可持续发展理念在全球的广泛应用,越来越多的企业开始重视可持续发展战略。本文选取2016年73家以可持续发展报告指南第四版编写社会责任报告的上市公司相关数据,从公司治理的董事会特言征、股权结构和高管激励三方面入手,研究公司治理与可持续性绩效的关系。经分析得出以下结论:董事会规模和董事会会议次数与可持续性绩效呈正相关关系,股权集中度与股权制衡度与可持续性绩效呈正相关关系,高管薪酬与可持续性绩效呈负相关关系。     

The Evolution of Corporate Governance and Firm Performance in Transition Economies: The Case of Sellier and Bellot in the Czech Republic

This paper investigates the evolution of corporate governance and firm performance in transition economies. It focuses on barriers that impeded adoption of optimal corporate governance at Czech ammunition manufacturer Sellier and Bellot (S&B) following voucher privatisation in 1993. Exogenously imposed diffuse ownership, combined with legal, capital market, and accounting deficiencies, contributed to poor corporate governance and weak firm performance. This study shows how legal, capital market, and accounting deficiencies hinder corporate governance evolution; it demonstrates monitoring and incentive mechanisms can create value in transition economies; it suggests effective privatisation not only involves rapid ownership transfer but careful accounting and securities regulation and legal protection.     

Regulation of Corporate Governance: Will it Improve Corporate Performance?

In 1995, the New South Wales Court of Appeal handed down a significant judgment on directors' duties in Daniels v Anderson¹ (the AWA case), following the landmark decision of Rogers CJ (Comm. D.)². In the same year, the Australian Stock Exchange introduced a listing rule under which listed Australian companies will for the first time be required to disclose their corporate governance practices. This article places the important decision in AWA and the ASX's corporate governance rule in the context of recent research in the United States on whether there is a link between corporate governance and corporate performance.