独立董事背景特征、辞职行为与企业价值

利用2007年-2009年我国上市公司独立董事辞职数据,研究发现,独立董事辞职时企业价值显著下降,不同背景独立董事辞职时,企业价值下降幅度并不相同。学历较高、具有政府官员或企业高管背景的独立董事辞职时,企业价值下降幅度较大;年龄较大、具有学者背景或非会计类财务背景的独立董事辞职时,企业价值下降幅度较小。研究结论表明,不同背景独立董事在影响企业价值过程中具有不同作用。     

Government Regulation,Corporate Board,and Firm Value: Evidence from China

This paper investigates the determinants of board composition and its consequences on firm value in China by focusing on the impact of ultimate owner type and financial needs under the institution environment with government intervention and weak investor protection. We find that State‐Owned Enterprises (SOEs) are more likely to choose politically connected directors without professional backgrounds, but non‐SOEs are more likely to have independent directors, or politically connected directors with professional business backgrounds. Appointment of independent directors has no effect on firm value. Due to weak legal investor protection in China, a dominant shareholder can easily remove independent directors, as there is no mature market for directors. Politically connected directors without professional business backgrounds are negatively associated with a firm's value. Although such directors can help a company establish relationships with the government, their firms may suffer due to inferior professionalism.     

Identifying Politically Connected Firms: A Machine Learning Approach*

This article introduces machine learning techniques to identify politically connected firms. By assembling information from publicly available sources and the Orbis company database, we constructed a novel firm population dataset from Czechia in which various forms of political connections can be determined. The data about firms' connections are unique and comprehensive. They include political donations by the firm, having members of managerial boards who donated to a political party, and having members of boards who ran for political office. The results indicate that over 85% of firms with political connections can be accurately identified by the proposed algorithms. The model obtains this high accuracy by using only firm-level financial and industry indicators that are widely available in most countries. These findings suggest that machine learning algorithms could be used by public institutions to improve the identification of politically connected firms with potentially large conflicts of interest.     

Value relevance on intellectual capital valuation methods: the role of corporate governance

Development of a knowledge economy has changed the main value of a firm from traditional physical assets to intellectual capital or intangible assets. Therefore, the accumulation and management of intellectual capital is the competitive advantage of knowledge-based industries. Intellectual capital valuation is the essential factor in firm valuation. Scholars have presented valuation methods of intellectual capital, such as Tobin’s Q, Knowledge Capital Earnings (KCE), and Value Added Intellectual Coefficient (VAIC). Management power of modern firms is separate from ownership, and easily occurs in the agency problem; therefore, firms must implement corporate governance to solve this problem. Researchers have presented that a complete appraisal of the firm value includes the effect of corporate governance. This study is the first to apply multi-regression models to examine value relevance on valuation methods of intellectual capital, and to further analyze the role of corporate governance for the information and electronic industry in Taiwan. The results show that Tobin’s Q, KCE, and VAIC have a positive relationship to firm value. The characteristic of director board, including board size, the ratio of outside directors, employed independent directors, and the manager concurrently the director, are correlated with the valuation of intellectual capital.     

Human Capital and CEO Compensation during Institutional Transitions

Firms appoint CEOs with different types of human capital in order to manage resource dependencies. How CEOs are compensated thus can be conceptualized as a valuation process of how boards view the value of CEOs' human capital. Two types of human capital – international experience and political ties – have emerged as potential drivers of CEO compensation during institutional transitions. But how they impact CEO compensation has remained unclear. We develop a resource dependence‐based, contingency framework to focus on the external and internal factors that enable or constrain human capital to impact CEO compensation. Because of the tremendous regional diversity within China, externally, we focus on the level of marketization of the region in which firms are headquartered. Internally, we pay attention to two corporate governance mechanisms: politically connected outside directors and compensation committee. Data from 10,329 firm‐year observations at 94 per cent of listed firms in China largely support our framework. Overall, our study contributes to resource dependence research by extending this research to the context of institutional transitions with a focus on how human capital impacts CEO compensation.     

地区环境、政治关联与审计师选择——来自中国民营上市公司的经验证据

以2005年—2008年的民营企业为样本,实证分析地区环境、政治关系与企业审计需求之间的相互关系后发现,在市场环境差的地区,企业更倾向于选择低质量的审计师、更有动机寻求政治关系,并且在审计师选择上,政治关联与地区环境有着相互替代的作用;而有政治关系的企业更倾向于选择低质量的审计师,选择低质量审计师的企业往往对应着更大程度的盈余管理。研究结果不仅丰富了政治关联的文献,而且对我国法制化建设有一定的启示。     

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.     

Two faces of corporate lobbying: Evidence from the pharmaceutical industry

In this study, we examine how political connections increase firms’ innovation performance. By examining firm-level lobbying activities, we find that political connections lead to a greater number of medical breakthroughs among pharmaceutical firms in our sample. We then examine the underlying ways that political connections enhance innovation among medical firms. Using hand-collected data on government subsidies, we find that politically connected firms have a higher chance of receiving subsidies from federal, state, or local government agencies. These government subsidies enhance medical innovation by insulating managers from short-term threats and mitigate their career concerns by creating a “failure tolerant” environment. Overall, we show that connections between firms and politicians come with increased innovation outcomes.     

Chief executive officers' sustainability orientation and firm environmental performance: Networking and resource contingencies

Although the existing literature supports the relationship between chief executive officers' (CEOs') sustainability orientation (SO) and entrepreneurial behaviour, empirical studies exploring how SO drives firm environmental performance (FEP) are lacking. In addition, the potential moderating effects of firm-level factors on this relationship are less understood. We contribute to filling this gap by examining the moderating effects of political connections and financial slack on the relationship between SO and FEP. Using data obtained from 297 small and medium-sized enterprises (SMEs) in Ghana, our results reveal that SO is positively related to FEP. In addition, our results show that the effect of SO on FEP is negative when firms have stronger financial slack and when firms are highly politically connected.     

Political Connections and Accounting Quality under High Expropriation Risk

Abstract

We examine the impact of political connections and accounting quality among Venezuelan industrial firms, which face one of the highest levels of expropriation risk worldwide. Based on prior literature, we expect a negative relationship between expropriation risk and accounting quality as firms manage earnings to avoid ‘benign’ state intervention. We find that politically connected firms have higher accounting quality than non-connected firms, which is consistent with connected firms’ lower risk of expropriation due to connections with high-level government officials or ruling party members. The relationship between accounting quality and political connections appears to be strongly moderated by institutional features like expropriation risk.     

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.     

The Effect of Founding Family Influence on Firm Value and Corporate Governance

We examined a sample of 120 Norwegian, founding family controlled and non‐founding family controlled firms, to address two important research questions: (1) is founding family control associated with higher firm value; and (2) are there unique corporate governance conditions under which a founding family controlled firm can be more valuable? We find a positive association between founding family control and firm value for four alternative definitions of founding family control. We find that the association between founding family CEOs and firm value is stronger among younger firms, firms with smaller boards, and firms with a single class of shares. However, the impact of founding family directors on firm value is not affected by corporate governance conditions such as firm age, board independence, and number of share classes. We also find that the relation between founding family ownership and firm value is greater among older firms, firms with larger boards, and particularly when these firms have multiple classes of shares. Our results imply that founding family controlled firms are more valuable and governed differently than firms without such influence. Furthermore, our results also suggest that founding family CEOs can enhance firm performance when family influence does not create shareholder entrenchment or when their cash flow rights are more aligned with their control rights.     

Independent director tenure and corporate transparency

We examine the impact of independent director tenure on corporate transparency. Using a sample of 12,423 firm-year observations from 1997 to 2017, we find that corporate transparency increases in independent director tenure. The results are robust to various variable definitions and model specifications, providing strong evidence supporting the Expertise hypothesis that long-tenured independent directors are better monitors and advisors. We conclude that long-tenured directors benefit firms and their investors by enhancing firm transparency and reducing information risk. Capping independent director tenure is not always beneficial.     

Boards and Sustainability: the Contingent Influence of Director Interlocks on Corporate Environmental Performance

This paper highlights the importance of a firm's board with respect to sustainability issues by analysing the relationship between director interlocks, i.e. directors who simultaneously belong to the boards of directors of several companies, and a firm's environmental performance. The previous literature has focused on the influence of firm‐level resources on corporate environmental performance. This study utilizes insights from a resource‐based view and research on social capital to demonstrate that the environmental performance of a firm is also influenced by the difficult‐to‐imitate capabilities that are embedded in the network relationships of its directors. Our results support a contingency perspective of the social capital theory that finds that director interlocks are positively connected with the environmental performance of a firm in two specific situations: (1) when the firm is linked to a larger parent company and (2) in cases of low and high levels of interlock diversity. Copyright © 2013 John Wiley & Sons, Ltd and ERP Environment.     

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.     

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.     

The Determinants and Effects of Clients Following Audit Partners Who Switch Audit Firms

Abstract

We examine the determinants of clients’ decision to follow departing partners to new audit firms and the effect of this decision on the likelihood of financial restatements. Using Taiwanese audit partner turnover data from 1984 to 2010, we find that clients are more likely to follow departing partners when the partners have more clients, longer tenure, and when both lead and concurring partners leave simultaneously. By contrast, clients are more likely to stay with their incumbent audit firms when the firms are one of the Big Four or when only the concurring partners leave. The extended partner tenure due to clients following departing partners, however, does not enhance audit quality. In fact, clients that stay at the incumbent firm experience a significant decrease in the probability of financial restatements in the first year after the audit partners leave, but clients that follow do not.     

Multiple directorships and the performance of mergers & acquisitions

The question of whether an outside director with multiple board seats creates value for a firm is a subject of continued debate in the corporate governance literature. Dozens of studies have investigated this linkage over the past decades. Unfortunately, the findings generated to date are inconclusive and contradictory. This study reconciles conflicting perspectives by synthesizing the existing insights and knowledge, and develops a new three-stage S-shaped curve proposition. We target firms’ merger and acquisition (M&A) activities to test this argument. The results show a consistent horizontal S-shaped relation between the number of directorships held per director and the wealth creation from corporate M&A investments before the enactment of the Sarbanes–Oxley Act of 2002. However, the negative relation at the highest directorship level turns insignificant in the post-SOX period, suggesting that the mandatory changes by SOX may mitigate the negative impact of overboarded directors. This study contributes to the on-going debate on the performance effect of multiple directorships by providing a more complete assessment of the full range of the advantages and disadvantages across different levels of directorships. The different association patterns found in the pre-/post-SOX periods further highlight the importance of factoring in regulative environmental change when making an inference about the effect of multiple directorships.     

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.     

Firm survival in new EU member states

We analyze firm survival determinants in four new European Union member states (the Czech Republic, Hungary, Poland and Slovakia). We employ the Cox proportional hazards model on firm-level data for the period of 2006–2015. We show that in all four countries, less concentrated control of large shareholders, higher solvency and more board directors are linked with an increased probability of firm survival. However, an excessive number of board directors has a detrimental effect. Firms with foreign owners and higher returns on their assets exhibit better survival chances. Conversely, across countries and industries, larger firms and those hiring international auditors have lower probabilities of survival. A number of specific determinants influence firm survival in different ways, emphasizing the importance of country and industry differences when studying firm survival. We also document that, in an economic sense, determinants associated with the legal form, ownership structure and corporate governance show the most beneficial effects with respect to firm survival.