The evolution of CEO compensation over the organizational life cycle: A contingency explanation

There continues to be an intense debate in the public domain on executive compensation, usually centered on issues related to its effectiveness and fairness. While there are hundreds of publications on executive compensation, relatively few have investigated the role of organizational evolution on CEO compensation design. To address this research gap, we investigate CEO compensation design in the context of organizational life cycle (OLC). Beginning with an extensive review of the potential links between employee compensation and OLC, and of the theoretical explanations of such links, we introduce a contingency-based framework for explaining the relationships between CEO compensation and OLC stages. We further posit a series of propositions on the relationship between the level and mix of CEO compensation and the four OLC stages in terms of start-up, growth, maturity, and decline. We conclude with suggestions on future research directions.     

Keeping Their Cards Close to Their Chests: How Non‐Delegating CEOs Avoid Forced Career Ends

It is a common belief that CEOs must delegate to be successful. We hesitate to support this generalization and investigate how the distribution of responsibility within top management teams (TMTs) can influence the likelihood of a CEO’s dismissal. Consistent with an agency theory perspective, our results indicate that CEOs may choose not to delegate their responsibilities to other executive TMT members, so as to benefit from an increased information asymmetry vis‐à‐vis the board of directors. Taking the resource‐based view as a complementary theoretical perspective, we find that non‐delegating CEOs benefit from their greater firm‐specific knowledge, which the board of directors considers as a valuable resource that should be retained. Our work also demonstrates that a more intense CEO–TMT interaction weakens the relation between non‐delegation and the likelihood of CEO dismissal. In sum, our research shows that the CEO’s delegation decision does not necessarily lead to a competence distribution that is in the firm's best interest; rather, it reflects a complex interplay between the potentially opportunistic career interests of the CEO, the involvement of other TMT members and the board of directors. © 2015 Wiley Periodicals, Inc.     

Board Efficiency and Internal Corporate Control Mechanisms

We analyze the interactions between internal and external control mechanisms in a framework in which the board selects the CEO and then decides whether to retain or dismiss him after observing a signal regarding his ability. The novel aspect of our paper is that we consider both the hiring and the firing of the CEO by the board. The type of board is defined by its ability to select a good CEO, so that the quality of the CEO depends on the type of board. Then, the dismissal-retention decision provides information not only on the quality of the CEO but also on the board's type. We show that the board's behavior depends on the pressure from the takeover market and on whether its type is publicly known. When the pressure from the takeover market is high and the type of board is private information, the board prefers not to dismiss the manager even if it has received a very low signal regarding his quality. Hence, our model endogenously derives a collusion between board and CEO in which the board does not fire a bad CEO. This behavior emerges as an attempt to hide the board's inability to accomplish the first task, CEO selection, by distorting the second task, the CEO retention-dismissal decision.     

Determinants of Quantitative Information Withholding in Annual Reports

In recent years, the determinants of voluntary disclosure have been explored in an extensive body of empirical research. One major limitation of those studies is that none has tried to find out whether voluntary disclosures were occasional or continuous over time. Yet this point is particularly important, as the voluntary disclosure mechanism can only be fully effective if the manager consistently reports the same items. This paper examines the factors associated with the decision to stop disclosing an item of information previously published voluntarily (henceforth ‘information withholding’ or IW). To measure information withholding, we code 178 annual reports of French firms for three consecutive years. Although disclosure scores are relatively stable over time, we find that this does not mean there is no change in voluntary disclosure across the years. We document that IW is a widespread practice: on average, one voluntary item out of seven disclosed in a given year is withheld the following year. We show that information withholding is mainly related to the firm's competition environment, ownership diffusion, board independence and the existence of a dual leadership structure (separate CEO and chairman).     

Can governance help in making an IPO “successful”? New evidence from Europe

This paper investigates the determinants of a “successful” IPO from a corporate governance perspective upon a representative sample of European listings from 2000 to 2015. We use an extensive dataset of market performance, financial data, and corporate governance characteristics to run the investigation. Differently from previous studies, our analysis embraces both a short‐term perspective and a medium–long‐term perspective, where the board of directors seems to perform different tasks, moving from a value creation to a value protection strategy. Among the others, we find that board size, board independence, and their qualifications, together with their experience in other boards, are associated with a positive performance of the IPO in a short‐term horizon and in the medium–long‐term period, although significant differences emerge among those time perspectives.     

Nudging toward diversity in the boardroom: A systematic literature review of board diversity of financial institutions

Going beyond the mere gender diversity in the boardroom, this systematic review comprehensively covers the research on board diversity of financial institutions. More specifically, we cover gender diversity, as well as other characteristics of diversity, such as nationality, age, tenure, experience, education, ethnicity, and religion. A systematic literature review was employed using Scopus and Web of Science databases, covering all publications until May 2020, which resulted in 91 studies from 66 top-ranked journals in accounting, finance, and economic fields. We analyze them based on the journal, methodology, research construct questions, and theoretical perspectives. Our results highlight the substantial knowledge gaps and the inconsistent findings of prior studies on several aspects of the field, suggesting avenues for further studies in terms of research designs, settings, scope, and theories. We argue that there is a need to explore other board diversity attributes rather than focusing on the gender diversity of the boards of financial institutions to achieve sustainable development. Also, more work is outlined on topics related to board diversity of financial firms that receive limited attention from scholars, such as (but not limited to) environmental performance, capital structure, intellectual capital, innovation and earnings quality of financial institutions, as well as the indirect effect of policy settings.     

Towards a hybrid model? A systematic review of human resource management research on Chinese state-owned enterprises (1993–2017)

Abstract

Over the past two decades, there has been a proliferation of research on human resource management (HRM) in Chinese state-owned enterprises (SOEs) as a result of the wide-reaching state-sector reform of the late 1980s. This article aims to provide a systematic review of literature on this topic and capture the nature of HRM in Chinese SOEs, both in research and practice. The article draws on 178 studies from 43 English academic journals over a period of 25?years (1993–2017). In analysing this literature and by taking stock of theoretical frameworks, research methods, themes and analysis of academic articles in this area, we have gained a number of insights. The study has found that the research methods used have shifted from qualitative and interpretive methodology toward quantitative and sophisticated modelling. A further insight is that there has been a relatively heavy reliance on institutional theory in the earlier studies reviewed, and since then a switch towards organizational behaviour perspectives. The level of analysis has moved from macro to micro level and thematic foci have become more diverse and complex. We highlight a number of avenues, theoretical and empirical, for future studies in this field.     

Firm risk and the power of the Chairman and CEO in a civil law country: evidence from Spain

Many authors have examined the effect of various control mechanisms on firm value, but have devoted little attention to the effect of these mechanisms on firm risk. This paper studies the effect of different variables related to the power of the chairman and chief executive officer (CEO) on firm risk in Spain. Decisions taken by both the chairman and the CEO are very important in order to attain the shareholders' objectives. Thus, decisions relative to both posts can be considered very relevant from the human resources point of view. There is little previous empirical evidence on this topic, and what there is comes from the US. Most results are consistent with what we call a ‘power perspective’. That is, we observe a positive relation between firm risk and combining in the same person the positions of chairman of the board and CEO. We also find a positive relation between firm risk and the status of both leaders as founding partners, and a negative relation between firm risk and board size.     

Board Effectiveness and CEO Pay: Board Information Processing Capacity,Monitoring Complexity,and CEO Pay‐for‐Performance Sensitivity

We have developed an information processing theory of board effectiveness to examine board‐chief executive officers (CEOs) pay relations. We theorize that CEO pay reflects the information processing context of boards. Boards have limited information processing capacity and therefore prefer to use outcome‐based CEO pay when they have difficulty in processing information for monitoring their CEOs. Using a longitudinal sample of Standard and Poor's (S&P's) large‐, medium‐, and small‐cap manufacturing firms in the United States from 1998 through 2005, we found support for our theory. Large boards and boards in less complex monitoring contexts tend to link CEO pay less tightly to firm performance by providing less stock‐based incentives, and the tendency of large boards to decrease outcome‐based CEO pay is even greater when boards are not busy or when boards are in less complex monitoring contexts. © 2015 Wiley Periodicals, Inc.     

Executive pay and performance: the moderating effect of CEO power and governance structure

This paper examines the crucial question of whether chief executive officer (CEO) power and corporate governance (CG) structure can moderate the pay-for-performance sensitivity (PPS) using a large up-to-date South African data-set. Our findings are threefold. First, when direct links between executive pay and performance are examined, we find a positive, but relatively small PPS. Second, our results show that in a context of concentrated ownership and weak board structures; the second-tier agency conflict (director monitoring power and opportunism) is stronger than the first-tier agency problem (CEO power and self-interest). Third, additional analysis suggests that CEO power and CG structure have a moderating effect on the PPS. Specifically, we find that the PPS is higher in firms with more reputable, founding and shareholding CEOs, higher ownership by directors and institutions, and independent nomination and remuneration committees, but lower in firms with larger boards, more powerful and long-tenured CEOs. Overall, our evidence sheds new important theoretical and empirical insights on explaining the PPS with specific focus on the predictions of the optimal contracting and managerial power hypotheses. The findings are generally robust across a raft of econometric models that control for different types of endogeneities, pay, and performance proxies.     

The relationship between board characteristics and performance of bank holding companies: before and during the financial crisis

We examine the relationship between performance of the bank holding company and several board characteristics. We find that board size, CEO tenure and board tenure enhance bank performance. However, we find no evidence that board structure or CEO power influences bank performance. More importantly, we show that the effect of board characteristics during the crisis is quite different. During the crisis, board size has a negative effect on Tobin’s Q and the non-performing asset ratio, which supports Jensen’s (1993) argument that large boards are less likely to function effectively. Further, we report that the non-performing asset ratio decreases with board independence during the crisis.     

A Cognitive Model of CEO Dismissal: Understanding the Influence of Board Perceptions, Attributions and Efficacy Beliefs

abstract    Extant literature that examines the role of boards in the CEO dismissal process has focused on the impact of board composition. However, it has rarely considered the influence of sense making and interpretation on CEO dismissal. This paper draws on the strategic change literature, which demonstrates a link between cognitions and action, to develop a three-stage framework in which we articulate how sense making (stage 1) and interpretation (stage 2) impact the decision to dismiss a CEO (stage 3). More specifically, the board's perception of performance, its attributions of performance and efficacy assessment of the CEO, and the board's composition impact the decision to dismiss the CEO. The resulting model illuminates the domain of board cognitions and board composition within CEO dismissal decisions and facilitates future empirical research.     

CEO ownership, corporate control, and bank performance

This study examines the relation between CEO ownership and bank performance. In contrast to Pi and Timme (1993), we find that, when economic measures of performance are used, the relation between ownership and the performance of commerical banks is nonlinear. Additionally, in contrast to previous studies, we find the question of whether or not the CEO also holds the title of chairman of the board has an insignificant impact on bank performance. We conclude that, in commercial banks, management entrenchment may offset the effects predicted by Jensen and Meckling's (1976) convergence-of-interest hypothesis.     

Riding off into the Sunset: Organizational Sensegiving,Shareholder Sensemaking,and Reactions to CEO Retirement

We test hypotheses derived from resource dependence and sensemaking/sensegiving theoretical lenses in the context of CEO succession, focusing on an under‐researched yet prevalent type of executive turnover – CEO retirement. Using event study methodology and a sample of CEO retirements from S&P 1500 firms during the 2003–12 period, we find that, all else equal, shareholders’ perceptions of organizations’ capacity to serve their interests are adversely affected when a retirement related change occurs in the leadership structure. Specifically, in line with resource dependence theory, we find that CEO retirement disclosures typically generate negative abnormal returns. Furthermore, in line with the sensemaking perspective, we find that the magnitude of shareholders’ reactions is contingent on the lexical sensegiving cues contained in the organizational narratives that are released to capital markets via executive retirement announcements. Overall, our theory and results point to CEO retirement events as consequential in the eyes of shareholders, challenging an important assumption of extant succession research. Moreover, they suggest that shareholders’ interpretation of these events is influenced by organizational sensegiving, highlighting the important role of organizational communication around succession events.     

股权集中度、董事会结构与盈余管理——来自中国资本市场的经验数据

本文通过封2005年中国沪深A股上市公司的公司治理和财务数据为基础,实证检验了股权集中度、董事会治理与盈余管理水平之间的关系。结果表明,盈余管理与董事长与CEO两职合一显著正相关,与股权集中度、董事会规模（公司法规定的合理范围内人独立董事的比例显着负相关。因此,应当改善股权结构、提高股权集中度,加强董事会的独立性和监督职能,造对于上市公司的盈余管理行为,起到有效抑制的作用。     

CEO's empathy and salience of socioemotional wealth in family SMEs – The moderating role of external directors

A focus on preserving socioemotional wealth may influence entrepreneurial activities in family firms. In this paper, we identify the emotion of empathy in the family CEO as an antecedent of socioemotional wealth creation. We argue that the presence of one or more external directors can have a direct as well as moderating influence on the relationship between CEO's empathy and the salience of socioemotional wealth to the family CEO. Our empirical tests confirm these hypotheses. Several areas of future research are suggested to incorporate empathy and other emotions in family business studies.     

Governance practices and agency cost in emerging market: Evidence from India

In this study, we examine whether governance practices brings down agency cost. We find that board size, board attendance, and CEO duality are important governance characteristics that influence the agency cost. We also bring out systematic differences in governance practices of the business group affiliated firms and stand‐alone firms. Larger board and proportion of independent director helps in reducing the agency cost for group affiliated firms supporting monitoring hypothesis. On the other hand, the governance structure of stand‐alone firms supports commitment hypothesis where we observe that board busyness and CEO duality help in reducing the agency cost.     

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.     

Powerful CEOs and employee relations: evidence from corporate social responsibility indicators

In this paper, we investigate whether powerful CEOs who dominate the top management team exhibit positive or negative behavior towards their employees. Somewhat surprisingly, we find that CEO power as evidenced by high pay disparity between the CEO and top management, results in positive Employee Relations as measured by the KLD Statistics. We also find that CEO power affects the individual categories of Employee Involvement as well as Employee Health and Safety, indicating that pay disparity positively effects Employee Relations on a number of measures. However, the strong positive relationship is not found when the CEO holds the dual role of Chairman. In addition, neither measure tests positive for union relations, although high profitability, as measured by industry adjusted Return on Assets, appears to permit firms to have positive relations with employees on a number of different measures.     

The Sarbanes-Oxley Act and CEO tenure,turnover, and risk aversion

Using a sample of CEO turnover from 1999 to 2005, we find that CEOs become significantly more risk averse following the passage of the Sarbanes-Oxley Act, SOX. Their increased risk aversion may serve as an explanation for why CEO tenure is not significantly shortened and forced CEO turnover is not more likely post-SOX, as we document in this paper. In addition, we provide evidence that financial restatements have some effects on CEO tenure and the probability of forced CEO turnover. This may be due to intensified monitoring activities by the board and the financial press in the post-SOX era, but we cannot contribute all of it to SOX. In some occasions, SOX seems to weaken the effect of board monitoring on CEO tenure and the effect of firm performance on CEO risk aversion. Though the increased monitoring level post-SOX contribute to the increased CEO risk aversion, little impact is found from the SOX-mandated accuracy and transparency of financial reporting.