Should Directors Have Term Limits? – Evidence from Corporate Innovation

This paper examines the effect that directors with extended tenure have on corporate innovation based on a sample of US firms from 1996 to 2006. Using the propensity-score matched-pair research design, I find that firms with a higher portion of outside directors enjoying extended tenure produce significantly fewer patents and that these patents receive fewer subsequent citations. These firms also have lower research and development (R&D) productivity and exploration intensity than their matched control firms, although I found no significant difference in their R&D investment intensity. Difference-in-differences tests based on director deaths and regulatory changes in the early 2000s suggest that the adverse effect of long director tenure on innovation performance is causal. I also find that the effect is mitigated when long-tenured directors have more years of overlap in service with CEOs, and when long-tenured directors are executives at other firms. Finally, I find that boards with extended tenure attenuate the contributions of innovation outputs to future firm value and performance. These findings shed new light on the debate over length of board tenure and provide another justification for imposing term limits on directors.     

Doing more and doing better are two different entities: Different patterns of family control and environmental performance

Family firms bear two types of agency costs, including type I and type II agency problems, in corporate environmental practices: (1) Outside executives at family firms hesitate to engage in environmental strategies, which can lead to drops in profits; (2) Controlling families employ opportunistically environmental management to achieve their interests. We argue that a primary cause for the agency problems lies on ineffective internal corporate governance at family firms, which can cause loss of managerial (or power) balance between outside executives and family executives. Our findings show that family firms with ownership and strategic control (FSC), which family executives and outside executives monitor and constrain each other, can achieve the highest environmental performance. Moreover, external controls, including product market competition and provincial environmental regulations, substitute effective internal control of FSC. The environmental performance premium of FSC is more prevalent when the production market competition is lower. Family firms with ownership, operational, and strategic control (FOSC) can achieve higher environmental performance within a province with more stringent environmental regulations.     

独立董事的海外背景、审计师选择与审计意见

运用我国A股上市公司的数据,研究海外背景独立董事对上市公司审计师选择及审计意见的影响,以及这些影响在不同法制环境下的差异。研究发现,拥有海外背景独立董事的公司更可能聘请大型会计师事务所进行年报审计,也更容易获得标准无保留的审计意见,上述影响在法律保护较差的环境中更加明显。研究结论表明,海外背景独立董事能够提高独立审计有效性,提升公司治理水平,它是法制等较弱的外部治理机制的一种替代。     

Who Appoints Them,What Do They Do? Evidence on Outside Directors from Japan

Although reformers often claim Japanese firms appoint inefficiently few outside directors, the logic of market competition suggests otherwise. Given the competitive product, service, and capital markets in Japan, the firms that survive should disproportionately be firms that tend to appoint boards approaching their firm‐specifically optimal structure. The resulting debate thus suggests a test: do firms with more outsiders do better? If Japanese firms do maintain suboptimal numbers of outsiders, then those with more outsiders should outperform those with fewer; if market constraints instead drive them toward their firm‐specific optimum, then firm characteristics may determine board structure, but firm performance should show no observable relation to that structure. We explore the issue with data on the 1000 largest exchange‐listed Japanese firms from 1986 to 1994. We first ask which firms tend to appoint which outsiders to their boards. We find the appointments decidedly nonrandom. Firms appoint directors from the banking industry when they borrow heavily, when they have fewer mortgageable assets, or when they are themselves in the service and finance industry. They appoint retired government bureaucrats when they are in construction and sell a large fraction of their output to government agencies, and they appoint other retired business executives when they have a dominant parent corporation or when they are in the construction industry and sell heavily to the private sector. Coupling OLS regressions with two‐stage estimates on a subset of the data, we then ask whether the firms with more outside directors outperform those with fewer, and find that they do not. Instead, the regressions suggest—exactly as the logic of market competition predicts—that firms choose boards appropriate to them.     

Antecedents of New Director Social Capital

Prior research shows that firms benefit from the social capital of their boards of directors but has not explored the antecedents of new director social capital. We argue that firms can attract directors with social capital by offering more compensation. We also argue that more complex firms (firms with a greater scale and scope of operations) are more attractive to such directors because of the greater experience and exposure that such directorships provide. Similarly, we argue that firms with high‐status directors on their current boards will be more attractive to directors with social capital. We analyse the social capital of new outside directors added to boards of semiconductor firms between 1993 and 2007. Surprisingly, we find no support for the hypothesis that higher compensation is associated with adding directors with high status or board ties. However, firm complexity is associated with the ability to add new directors who have social capital, and the status of current board members is associated with the ability to add new directors who also have high status.     

Board internationalization and corporate social responsibility

This study examines the association between board internationalization and firms’ corporate social responsibility (CSR) performance in China during 2009–2019. Using a large dataset of director nationalities and CSR scores, we find that foreign directors promote CSR performance as evidenced by higher CSR scores. We further document that this relationship is more pronounced among government-controlled firms, firms with better corporate governance, and firms operating under stricter institutional environments. These findings remain valid after sequential robustness checks. Overall, our findings imply that foreign directors motivate the board of directors and their firms to actively pursue and practice social responsibility. Our study enriches the literature on the outcomes of board internationalization and determinants of CSR and provides the internationalization of corporate governance mechanisms a reasonable basis.     

独立董事对家族高管薪酬治理效应分析

高管薪酬契约是现代公司治理结构中的重要组成部分,是所有者用于减轻代理成本的一种手段.通过选取2009-2010年家族类上市公司492家和国有上市公司521家,实证结论表明:家族类上市公司与国有上市公司相比,家族高管薪酬比国有企业高管薪酬水平平均要高,并且薪酬业绩敏感性低;独立董事作为保护外部中小股东利益的监督机制,与国有企业相比,家族企业的独立董事对高管(家族高管)薪酬治理作用更为有限;这一结论表明,独立董事监督作用的发挥还需一个合适的治理环境.     

The Moderating Effect of CEO Power on the Board Composition–Firm Performance Relationship*

abstract Prior studies of the relationship between the composition of boards of directors and firm performance offer equivocal results. Drawing on agency and power circulation theories, we attempt to reduce this equivocality by asserting that CEO power moderates the relationship. Specifically, an outside director dominated board is needed to check a powerful CEO, but monitoring by other executives provides sufficient constraints on CEOs with low power. We used event study methodology to test the effects of the interaction between board composition and CEO power on stock market reaction to 73 unexpected CEO deaths. We found support for our theorizing among two of three sources of CEO power. Thus, although regulatory trends increasingly support outside director dominated boards, our findings indicate that this may not always benefit shareholders and that CEO power should be considered when constructing boards.     

Internal Market Failure: A Framework for Diagnosing Firm Inefficiency*

ABSTRACT The theory of market and government failure can be used to diagnose inefficiency within firms and to identify strategies to deal with these problems. Internal market failures (IMFs) – internal public good problems, internal negative and positive externalities, internal information asymmetries, internal monopolies, the presence of uncertainty – create inefficiencies within firms just as they do in normal markets. As well, self‐interested behaviour by executives and internal interest groups (rent‐seeking) are analogous to government, or governance, failures (IGFs). Associated with many of these internal market failure problems are generic solutions that can usefully inform executives in their efforts to improve efficiency within the firm. Internal governance failures, in contrast, normally require action by shareholders and boards of directors.     

Balancing board? The effects of board independence and capital on firms offering work‐family benefits

While prior research demonstrates the strategic human resource (HR) advantages associated with offering work–family benefits (WFBs), firms continue to be reluctant in providing their employees with these benefits. Drawing on the corporate governance and stakeholder orientation literatures, this study examines the role of board independence and capital for WFBs being offered in publicly‐traded firms. Our results demonstrate that various director independence and capital attributes are related to the firm offering WFBs. Specifically, board directors who are outsiders, women, and holders of additional directorships, with their broad stakeholder orientation, increase the likelihood of WFBs being offered by the firm [Correction added on December 14, 2017, after first online publication: the preceding sentence has been updated to clarify the findings of the study.]. These findings are of importance to HR practitioners considering the influence that corporate boards can have on the firm's use of HR practices, such as WFBs, that affect all employees, not just the executives.     

Shareholder wealth effects when an officer of one corporation joins the board of directors of another

Officers of large corporations, having demonstrated expertise in managing complex organizations, would appear to be ideal additions to the boards of directors of other corporations. Shareholder wealth effects are examined for 124 announcements in which an officer of one public corporation joins the board of directors of another. The results indicate that the values of nonfinancial firms that send directors to other firms decline significantly, while those of financial senders increase significantly. Receiving firms of both types do not gain. The results suggest that for nonfinancial firms the added duties of an outside directorship distract corporate officers from managing their own firms or are signals to the market that managers are available to other firms. For financial senders, the benefits of networking appear to strongly outweigh any drawbacks. Cross-sectional regressions suggest that prediction errors are higher for receiving firms if they have performed poorly prior to the announcement and less negative for sending firms if they have performed well prior to the announcement. Abnormal returns are negatively related to the size of the sender, adding support for the notion that busy executives are less valuable as outside directors.     

Politically connected directors and firm value: Evidence from forced resignations in China

The Central Committee of the Communist Party in China issued the No. 18 Document on Oct 30, 2013 to ban government officials from taking any positions in Chinese firms. Using this decision as a unique natural experiment, we examine the causal relation between political connections and firm valuation. We find that the value of firms with politically connected directors drops significantly upon the announcements of the new rule and the resulting director resignations. Furthermore, the decline in valuation is more pronounced when a firm is in a regulated industry, and when a departing director is of vital importance for building and maintaining political connections. Moreover, non-state-owned enterprises suffer more loss of value than their state-owned peers following the resignations of politically-connected directors. Finally, firms exhibit insignificant value loss when their departing directors are of less political importance in allocating resources. These results suggest that hiring politically connected directors has a positive effect on firm valuation in China.     

Insider Trading, Earnings Management and Corporate Governance: Empirical Evidence Based on Hong Kong Firms

We document positive association between earnings management and insider selling after the fiscal year‐end for Hong Kong firms. This positive association is especially evident before the 1997 Asian Financial Crisis. Our findings suggest that Hong Kong executives manage reported earnings to maximize their private benefits from insider selling. Additionally, we find that a higher proportion of independent directors (INED) on corporate boards moderate the positive association between insider selling and earnings management. Stricter monitoring of earnings management by INED is especially evident when no member of the family with majority ownership is present on corporate boards as a director. This suggests that the presence of family members with majority ownership on corporate boards significantly reduces INED's monitoring effectiveness. Our findings suggest that strict regulations are needed to control insider trading, and independence of corporate boards is important for monitoring of earnings management associated with insider trading. Furthermore, appointment of family members with majority shareholdings should be avoided to enhance independence and to monitor effectiveness of corporate boards.     

Outside Directors on Korean Boards: Governance and Institutions

Drawing on institutional theory, this study examines the factors that pressured Korean firms to appoint outside directors to their boards. While this practice could be considered to be a management innovation in Korea, in the Anglo‐American corporate governance system it has long been used as one of several mechanisms to mitigate agency costs between management and shareholders. As such, this response by Korean firms, following the 1997–98 currency crisis in Asia, could be seen as an example of corporate governance convergence on the Anglo‐American model, where higher levels of outside director representation on the board are the norm. We examine the antecedents of having a higher proportion of outside directors on Korean boards. Our findings indicate that larger firms that are under stricter control by the government have higher representation of outside directors on the board. We also find a positive and significant relationship between the proportion of outside directors and business group affiliation, poor prior firm performance, higher levels of debt and foreign ownership.     

The Influence of Board Monitoring,Executive Incentives,and Corporate Strategy on Employment Stability

This study examines the effects of corporate governance and diversification strategy on organizational employment stability. Calls for reform in the governance of public corporations have led to the adoption of practices that render senior executives more accountable to shareholders. However, the extant corporate governance literature suggests that mechanisms which make managers more accountable to shareholders might introduce a short-term bias to top managers’ decision-making. Arguing that employment stability reflects a long-term decision-making orientation, results of this study show that firms with boards comprised of a greater proportion of independent, or “outside,” directors have lower levels of aggregate employment stability. In contrast, findings indicate that more diversified firms tend to have higher levels of aggregate employment stability.     

Cash holding dynamics and competition intensity: Evidence from UK firms

Using a quasi-natural experiment and various measures of competition intensity, we examine whether an increase in product market competition is a key driver of firm cash holdings. We find that firms increase cash holdings when competition is intense. The results suggest that the degree of increase in cash holdings is magnified among firms exposed to high predatory threat and financing friction. In addition, we examine if increasing cash holdings offers a competitive advantage in the product market. Our results indicate that firms with large cash reserves make gains in market share at the expense of their rivals. Gains in the product market are more pronounced among firms with low exposure to predatory risk and financing frictions.     

The impact of appointment-based CEO connectedness on firms’ performance and profitability

This paper investigates whether the performance variables of newly added intangible capital elements give the appointment relationship a deeper impact on the firms’ performance and profitability. We document that after correcting for endogeneity, when considering intangible capital, Total Q is a better proxy than Tobin’s Q for explaining the effect of appointment-based CEO connectedness on firm performance and profitability. Furthermore, we show that the influence of directors on company performance and profitability is more important than that of executives or managers. We also find that the stronger the appointment relationship, the worse the company’s performance and profitability. We further provide a series of alternative interpretations and robustness test evidence showing that intangible capital is more important for high technology and internet firms than industrial firms. Further, we find that the greater the number of executives appointed by the CEO, the better the firm’s research and development, but the worse the firm’s investment policy.     

Competition,Outside Directors and Executive Turnover: Implications for Corporate Governance in the EU

This study examines the relevance of non‐executive outside directors with multiple directorships for corporate governance building on a large panel of European listed firms in the period 2003 to 2011. Focusing on executive turnover as an indicator for effective monitoring, the findings reveal that multiple directorships and product market competition are substitutes. Outsiders increase executive turnover in underperforming firms exclusively if competition in the industry is weak. In environments with effective competition, outsiders do not significantly influence the decision to replace underperforming managers. In fiercely competitive industries, the market pressure seems to effectively limit managerial discretion for opportunistic behavior. Copyright © 2016 John Wiley & Sons, Ltd.     

Dynamic Competition with Experience Goods

This paper considers dynamic competition in the case in which consumers are only able to learn about their preferences for a certain product after experiencing it. After trying a product a consumer has more information about that product than about untried products. When competing in such a market firms with more sales in the past have an informational advantage because more consumers know their products. If products provide a better-than-expected fit with greater likelihood, taking advantage of that informational advantage may lead to an informational disadvantage in the future. This paper considers this competition with an infinite horizon model in a duopoly market with overlapping generations of consumers. Two effects are identified: On one hand marginal forward-looking consumers realize that by purchasing a product in the current period will be charged a higher expected price in the future. This effect results in reduced price sensitivity and higher equilibrium prices. On the other hand, forward-looking firms realize that they gain in the future from having a greater market share in the current period and compete more aggressively in prices. For similar discount factors for consumers and firms, the former effect is more important, and prices are higher the greater the informational advantages. The paper also characterizes oscillating market share dynamics, and comparative statics of the equilibrium with respect to consumer and firm patience, and the importance of the experience in the ex post valuation of the product.     

Directors’ prior life experience and corporate donations: Evidence from China

We use a recent dataset of 16,082 firm-year observations from publicly traded Chinese firms to show that directors who have prior foreign study or work experience make more corporate donations, a result that supports the path dependency theory related to the effect of prior experiences on subsequent behaviors. The relationship between a director’s prior life experiences and corporate charitable contributions is robust across different types of ownership and industry. We show that corporate donations enable firms to have better access to bank loans, reducing their financial constraints. In addition, these directors appear to consume fewer perquisites, implying lower agency cost with corporate donations.