Dollars and sense: The implications of CEO compensation for organizational performance

Crafting a compensation package for an organization's chief executive officer (CEO) that will help the firm maximize its performance is a vexing challenge for a board of directors. Management theory offers boards several practical hints. A board can put its CEO and the firm in the best position to be successful by (1) creating strong incentives for the CEO to act in the firm's best interest at all times; (2) benchmarking a CEO's performance and compensation relative to that of very high performing CEOs in the industry; (3) diagnosing and responding to CEOs’ feelings about equity relative to their peers; (4) paying a CEO with uniquely valuable knowledge, skills, and ability at the top of the market; (5) offering retention incentives if a proven performer with unique skills is leading a company; (6) resisting the temptation to simply mimic the compensation packages that work for leading firms; and (7) considering candidates’ social ties when recruiting a new CEO.     

CEO duality leadership and corporate diversification behavior

This study examines an important, yet understudied relationship between CEO duality and corporate diversification. Results based on the data collected from Fortune 1000 U.S companies indicate that CEO duality is positively associated with corporate diversification into unrelated industries. Further analyses reveal that this relationship is moderated by a number of corporate governance mechanisms. We find that board equity ownership and institutional ownership concentration weaken the initially positive relationship between CEO duality and unrelated diversification while CEO tenure and board independence strengthen this relationship.     

Third-party endorsements of CEO quality,managerial discretion,and stakeholder reactions

Research on the influence of third-party endorsements of CEO quality generally does not account for the context in which such signs manifest. To address this limitation, the present study examines how a CEO's level of managerial discretion shapes boards' and shareholders' responses to external endorsements of his or her quality. Managerial discretion refers to the range of strategic options that executives have at their disposal in a given business context. The findings indicate that boards only react to CEO endorsements in high-discretion settings, and this reaction is positive (i.e., more pay). In contrast, shareholders – regardless of discretion levels – positively respond to CEO endorsements in the short-term, while these responses become more equivocal over the time. These results suggest that – at least in the short term – directors more adeptly interpret and respond to external information about CEO quality than shareholders.     

The influence of CEO overconfidence on ownership choice in foreign market entry decisions

Prior research on foreign-market entry determinants offers various firm-, industry-, and market-level explanations. Yet, few studies consider the subjective psychological attributes of the executives making actual decisions. Based on behavioral decision theory and the psychology literature, this study provides the first empirical evidence of the influence of managerial overconfidence on ownership decisions into foreign markets. The results show that CEOs’ tendency toward overconfidence increases the propensity for full over shared ownership, where their positive relationship is more pronounced when firms are exposed to greater information asymmetry or environmental uncertainty, in terms of greater home-host cultural and institutional distances, higher host-country risks, and inexperience in the local market. A powerful board weakens this positive relationship, but does not diminish the effect completely. The results hold with overconfidence measures based on both CEOs’ actual actions and public opinions. Our findings complement extant entry-mode decision literature by highlighting the imperative to incorporate firm leaders’ psychological biases.     

Corporate diversification and CEO turnover in family businesses: self-entrenchment or risk reduction?

Our study investigates differences in CEO turnover between focused and diversified firms to determine whether diversification strategies are necessarily associated with governance efficiency in family businesses. We find that large family CEO firms are more likely to engage in corporate diversification than are small non-family CEO firms and their CEOs are seldom replaced. Large family CEO diversified firms also have lower turnover sensitivity relative to focused firms. The results imply that the CEOs of diversified firms have entrenched themselves, thereby increasing agency costs within family businesses. However, we fail to find diversification discounts in family businesses. It is interesting that CEOs tend to diversify their businesses in order to decrease firm risk. Founding families favor risk-reducing decisions in order to maintain family wealth and prestige; suggesting that family businesses are more interested in survival than growth. Although family businesses may benefit from risk reduction, a negative relationship between diversification level and CEO turnover is still evidence of poor corporate governance. Agency theory may not completely account for the adoption of diversification strategies in family businesses and corporate diversification may weaken the effectiveness of internal monitoring mechanisms.

Do founders matter? A study of executive compensation,governance structure and firm performance

This study compares founder-CEOs and professional CEOs in newly public firms in terms of executive compensation, governance structure, and firm performance. The paper applies a series of decomposition methods to separate founders' extrinsic characteristics from their intrinsic endowments. The paper finds that founder CEOs tend to earn smaller incentive compensation and smaller total compensation than professional CEOs. Founder-managed firms are associated with higher financial performance and are more likely to survive than professional managed firms. Firms with founder-CEOs are associated with even higher financial performance when the position of CEO and chairperson of the board is combined.     

Interim succession: Temporary leadership in the midst of the perfect storm

The corporate governance environment has changed. The rate of CEO successions is naturally trending up, succession planning is in dire need of repair, and boards are under increasing pressure to focus on oversight. This confluence of events creates a ‘perfect storm.’ Within this new environment, interim successions are on the rise. But is it all bad news? This article explores the decision of corporate directors to use temporary chief executive officers (CEOs) and the roles served by these interim leaders. We include a typology of interim CEOs and prescribe the contexts in which organizations can strategically pursue this type of succession. We conclude with a list of recommendations for how boards can most effectively manage interim leadership in the new corporate governance environment.     

The impact of firm strategy and foreign ownership on executive bonus compensation in Japanese firms

Building on information-processing perspectives and the Japanese contextual factors, this study investigates the relationships between firm strategy and executive bonus pay as well as the moderating role of foreign ownership on the strategy-compensation relationship in Japanese firms. We focus on R&D investment and product diversification as strategy variables and investigate their direct effects on executive bonus pay. Further, we examine the moderating effects of foreign ownership on the strategy-pay sensitivity. The results, based on a sample of the 148 largest industrial firms in Japan for the 1990-1997 period, show that both R&D investment and product diversification are positively related to executive bonus pay. Our findings also indicate that foreign ownership negatively moderates the relationships between the strategy variables and executive compensation, suggesting that foreign investors play an active monitoring role, reducing cash bonus payments when their invested firms choose to increase R&D or pursue diversification strategy.     

CEO任期、董事会治理与绩效强制变更敏感性

本文以2010-2014年我国沪深A股主板上市公司以及在此期间的1341例CEO变更事件为初始研究样本,采用Logit模型和OLS模型研究CEO任期对公司绩效与CEO强制变更敏感性的影响,并从董事会治理视角,进一步说明敏感性发生变化的原因。研究发现,任期是识别CEO能力的重要标识,随着CEO任期逐渐延长,绩效与CEO强制变更的敏感性、以及董事会的监督力度均显著降低,董事会治理机制能够反映股东监督CEO并获取相关信息的需求。     

Consumers’ implicit attitudes toward corporate social responsibility and corporate abilities: Examining the influence of bank governance using the implicit association test

In studying corporate association valence for two dimensions: corporate social responsibility (CSR) and corporate abilities (CA), this paper aims to investigate how corporate governance may contribute to brand equity. Using an experimental design, this research measures implicit consumers attitudes with two implicit association tests (IAT) to assess the potential moderating effect of banks governance. In study 1, we manipulated solidarity vs. non-solidarity concept (major meaning associated with CSR) by mobilizing 116 respondents. In study 2, we manipulated performance vs. non-performance concept (major meaning associated with CA) by mobilizing 96 respondents. Results reveal that the CSR association is more positive for member-owned banks than for investor-owned banks. Conversely, the CA association is more positive for investor-owned banks than for member-owned banks. These results emphasize the role of governance in building brand equity through its impact on the valence of the brand associations.     

Top management teams and corporate political activity: Do top management teams have influence on corporate political activity?

This study explores how senior executives affect firms' propensity to engage in political activity. I propose that firms' participation in the political process depends on their senior executives' involvement in political activity. I examine this framework using data on the campaign contributions of 151 U.S. manufacturing firms during the years 1999-2002. The results suggest that senior executives' involvement in a particular political activity affects their firms' commitment to that political activity, contingent on CEO tenure and top management team heterogeneity.     

Corporate governance in the post Sarbanes-Oxley period: Compensation disclosure and analysis (CD&A)

In recent years, the entire fabric of corporate governance, certainly in the United States, has dramatically changed. With the passage of what has colloquially become known as SOX (the Sarbanes-Oxley Act of 2002), US-based corporations have operated under stricter governance guidelines than at any previous time, especially as regards the structure of boards of directors and financial oversight of the corporation. A now perennial governance “hot button” issue not addressed by SOX is concern over continually rising executive compensation. Until the 2006 adoption of new compensation disclosure guidelines by the Securities and Exchange Commission (SEC), it had been nearly 15 years since federal attention had been devoted to compensation guidelines or regulations. Beginning with 2007 filings, US corporations must now include a Compensation Disclosure and Analysis (CD&A) section. The intent behind the CD&A is to provide investors access to clear explanations of executive compensation and the philosophy that underlies compensation. As often happens, this good intent is accompanied by several unintended risks that may mitigate the effectiveness of the CD&A.     

Gender and ethnic diversity on boards and corporate information environment

Prior studies argue that demographic diversity on a firm's board impacts its information environment, yet there is limited empirical evidence regarding the relation between board diversity and corporate opacity. We extend this line of research by examining whether gender and ethnic diversity of directors impacts corporate opacity. Using a Herfindahl Index based on directors' gender and ethnicities to measure board diversity, and an opacity index based on analyst following, analyst forecast error, bid–ask spread, and share turnover to measure corporate opacity, we find that board diversity is negatively associated with corporate opacity. Our results are robust to alternative measures of board diversity and the various tests we employ to address potential endogeneity concerns.     

CEO retirement compensation: Is inside debt excess compensation or a risk management tool?

CEOs face constant scrutiny over their compensation packages. This scrutiny has only intensified amid discussions of CEO-to-employee pay ratios and income inequality nationwide. CEO retirement packages are criticized as camouflage compensation used to award excessive compensation to CEOs and were, prior to 2006, less transparent than they are now. Thanks to the transparent disclosures now required by the SEC, we have a better understanding of the types and amounts of compensation owed to CEOs after they depart or retire, termed inside debt. I investigate whether all CEO inside debt components share similar incentive effects and offers some thoughts on how companies might structure these packages to be most effective. I discuss the structure and incentive effects of the two primary components of inside debt: deferred compensation and supplemental executive retirement plans (SERPs). I explain why inside debt, particularly CEO SERPs, may actually help companies manage firm risk. Finally, I outline the best ways to structure inside debt so that it functions as a resource to manage firm risk and foster a long-term perspective rather than mirroring the incentive effect of equity, increasing risk, and encouraging a myopic focus.     

萨班斯法案与我国上市公司治理结构研究

为了保护投资者的利益,美国于2002年颁布了萨班斯法案。该法案要求加强对在美国上市公司的监管,完善上市公司的内部控制机制,但其高昂的实施成本也引起了人们对该法案作用的争议。尽管如此,萨班斯法案对我国上市公司治理方面仍具有借鉴意义。本文通过对萨班斯法案的分析,探讨我国证券市场应如何借鉴该法案来完善我国上市公司内部治理机制和外部治理环境,从而实现我国证券市场快速、健康而有序的发展,以保护国内广大投资者的利益。     

The role of corporate governance in FDI decisions: Evidence from Taiwan

There has been a considerable literature on the determinants of why firms undertake foreign direct investment (FDI), but very little on whether firms with different governance characteristics are more or less likely to venture overseas. For example, are family-controlled firms more predisposed to FDI than firms, with similar attributes, but different forms of ownership? Does the presence of institutional shareholders suggest a greater propensity to invest abroad? Does the composition of the Board of Directors have an impact? Most extant studies of corporate governance focus on the impact of governance factors on firm performance. However, these performance outcomes are a function of the strategic decisions made by the firms, which suggests it might be useful to consider the relationship between corporate governance factors and particular strategic decisions. One example is the decision to undertake foreign direct investment. The two main strands of IB literature on the determinants of FDI have little or nothing to say about how corporate governance factors might affect the FDI decision. Both internalisation theory and the resource-based view see FDI primarily as a means by which firms can appropriate rents in overseas markets from the exploitation of their idiosyncratic resources and capabilities. This paper extends this literature by investigating the effects of governance factors on the decision to undertake FDI. In particular, we want to assess the impact upon the FDI decision of (a) the extent of family control, (b) the presence of domestic and foreign institutional shareholders, and (c) the composition of the Board of Directors. We investigate these effects using a sample of 228 publicly listed firms in Taiwan, and our results clearly indicate that family control and share ownership by domestic financial institutions in Taiwanese firms are associated with the decision to undertake FDI. We also find that corporate governance impacts in different ways with regard to Taiwanese FDI in China in comparison to Taiwanese FDI in the rest of the world.     

试析商业银行的特殊性及其对法人治理的影响

完善法人治理结构是银行改革的核心,但目前对商业银行法人治理的研究基本上只是简单套用企业法人治理理论,并没有充分考虑商业银行与一般企业的差异。本文着重研究了商业银行在经营目标、经营地位、资本结构、经营风险、存款保险、信息透明度和政府管制等方面的特殊性及其对法人治理的影响,希望能为构建具有商业银行自身特色的法人治理理论体系奠定基础。     

Can minority state ownership influence firm value? Universal and contingency views of its governance effects

Drawing on the literature of corporate governance and privatization, this study explores the elusive roles of a specific owner identity, namely, state ownership in its minority. With a sample of 68 Taiwanese companies with 5 to 49% state ownership during 1999-2003, the study examines the value-shaping effects of minority state ownership (MSO) and, furthermore, seeks to establish a contingency perspective suggesting that the internal and external contexts may moderate the influence of MSO on firm value. Using first-order autoregressive models to mitigate the problems of endogeneity, the study shows that the governance effect of MSO associates not only in a curvilinear relationship with firm value but also strengthened by corporate ownership ties and market competition. The non-monotonic performance effect and the context-dependent nature of MSO yield significant implications for government investments in the private sector.