Long Term Incentive Plans,Executive Pay and UK Company Performance*

ABSTRACT In agency theory, the remuneration packages of executive directors in large companies are seen as an attempt to give them a pattern of rewards that aligns their interests more closely with shareholders as a whole. The sensitivity of total executive rewards to share price performance has become the conventional yardstick for judgements concerning whether reward packages do indeed serve shareholders’ interests or executives themselves. Long‐term incentive plans (LTIPs) introduced in the UK from 1995 have imposed new, firm‐specific performance conditions on senior managers. While LTIPs are designed to increase performance‐pay sensitivity, however, they also give executives new opportunities to manipulate the terms of LTIPs in their own favour, at the expense of shareholders and stakeholders in general. This paper presents the first estimates of UK total executive rewards that include detailed LTIP valuations. It finds that, while increasing average total rewards, the presence of LTIPs is actually associated with reductions in the sensitivity of executives’ total rewards to shareholder return. This raises doubts concerning both the effectiveness of the LTIP instrument and the validity of an agency perspective in this context.     

上市公司业绩综合评价方法评述

随着我国证券市场的日益规范化和上市公司数目量的急剧增长,上市公司的综合业绩已成为股东、债权人、经理人员、供应商、雇员和工会乃至中介机构关心的主要问题,正确、公允地评价上市公司综合业绩已成为有关各方的共识。本文对国内外有关上市公司综合评价的典型方法进行了介绍和评析,为研究适合我国上市公司的业绩综合评价方法提供一定的借鉴,以期对我国正在开展的相关实践有所帮助。     

Multi-level considerations in executive organizational transfer

Although executive mobility has been the subject of considerable scholarly attention, its drivers and outcomes remain conspicuously under-explored and under-theorized, despite anecdotal evidence that board members, employees, shareholders, customers, suppliers, policy-makers, and media pundits all closely track and critically assess the movement of executives. Cognizant of the disconnect between the perceived importance of executives by stakeholders and the relative lack of explanatory frameworks, this paper takes important steps to identify and define the challenges associated with executive organizational transfer (EOT). Our multi-level analysis of EOT enhances and extends human-capital theory by building an explanatory model for the manner in which stakeholders' beliefs about the transferability of individual-level and firm-level reputation, attractiveness, and power impact the inter-organizational movement of executives. Critical to this process is the moderating effect of political skill, which executives can employ to manage the complex web of stakeholder relationships. Our framework offers a much-needed integration of the varied mechanisms that influence successful or unsuccessful EOT and offers a roadmap for future research.     

Are long‐term incentive plans an effective and efficient way of motivating senior executives?

Research on senior executive reward has typically explored the connection between pay, performance and the alignment of interests of executives and shareholders. This article examines the relationship between reward and motivation, drawing on the psychological, behavioural economics and decision‐making literatures. Based on an empirical study of FTSE 350 senior executives, the research examines whether long‐term incentive plans are an effective and efficient way of motivating executives, taking into account risk, time discounting, uncertainty and fairness. The article concludes that the way executives frame choices, perceive value, assess probability, evaluate temporal effects and respond to uncertainty means that long‐term incentive plans (LTIPs) are generally not efficient and are often not effective in meeting their objectives. It proposes that, in its current form, agency theory does not provide a sound basis for modelling senior executive reward, and suggests five areas for development.     

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.     

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.     

Line and HR executives' perceptions of HR effectiveness in firms in the People's Republic of China

This paper examines the differences in perceptions of the importance and effectiveness of human resources (HR) practices in firms operating in the People's Republic of China. The major finding is that while there are no significant differences between HR and line executives' perceptions of the importance of each functional area in human resource management (HRM), there are significant differences between line and HR executives' perceptions of the effectiveness of these areas. Line and HR executives both view the issue of securing, developing and maintaining human resources as a critical issue for the execution of daily operations and long-term strategic plans. However, line executives perceive HR performance effectiveness as significantly lower in these functional areas than HR executives do. Therefore, HR departments are not meeting the performance expectations of line executives. There are three possible reasons for the poor performance of HR departments. First, government intervention may limit HR departments' ability to act strategically. Second, HR departments may not have enough power to act strategically. Third, HR departments may have few capabilities to respond to line executives' demands.     

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.     

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.     

Corporatisation and Corporate Governance in China's Economic Transition

China has sought to improve enterprise performance not through privatisation as in other transition economies, but through corporatisation as means of improving corporate governance. Actual governance practices of corporatised Chinese firms are however seriously defective, characterized by excessive power of CEOs, insider control and collusion, lack of safeguards for minority shareholders and weak transparency. These shortcomings are attributable to factors such as cultural and political traditions, uncompetitiveness of markets, poor legal enforcement, weak debt and equity markets, but above all to continued state dominance in ownership and control of the corporate sector and listed companies. Corporatisation, nevertheless, has created a regime conducive to implementing measures for improving corporate governance.     

Exploring the power dimensions of the human resource function

While a large body of literature has investigated the content of human resource management (HRM) practices, this research explores the process through which the HRM function impacts on organisational performance. Specifically, the research explores the reasons for the success or failure of HRM initiatives that have been associated with organisational outcomes and classifies the reasons as dimensions of HRM power. Based on 26 interviews conducted in Australia with senior HRM executives, top management team (TMT) executives and two management consultants, we found that, in order to contribute to organisational performance, HRM professionals can effectively utilise three dimensions of power, namely power of resources, power of processes and power of meaning. The findings offer new insights to the relationship between dimensions of HRM power and organisational performance.     

The role of executives in hostile takeover attempts

This paper proposes a two-stage game theoretic model where the discretionary power of executives acts as an implicit defense against hostile takeovers. Following managerial enterprise models, this paper analyzes the effects of discretionary power of target’s executives over R&D and advertising expenditures in defeating hostile takeover attempts. It is shown that in vertically differentiated industries, in equilibrium, target’s executives keep low level of R&D and advertising expenditures to make their firm an unattractive target for hostile takeovers. The model reveals that executives are influenced by their self-interest of monetary and non-monetary benefits and this self-interest makes the industry more differentiated.     

Returns to acquiring firms: The role of managerial ownership, managerial wealth, and outside owners

Since merger and acquisition activity does not unambiguously benefit the shareholders of acquiring firms, the motivation of managers who undertake such actions is unclear. The present study investigates the extent to which the wealth effects of acquisition activity undertaken by firms in one industry—communications and publishing—are related to (1) the ownership and wealth characteristics of both the executives and the board of directors of these firms and (2) the ownership concentration of large outside shareholders. The motivating hypothesis, supported by empirical results, is that these factors contribute to the alignment of executive and shareholder interests.     

Firm Performance,Governance Structure,and Top Management Turnover in a Transitional Economy*

abstract Recent research has argued that political and regulatory environments have a significant impact on corporate governance systems. In particular, countries with poor investor protection laws and weak law enforcement have low levels of corporate governance that manifests itself in substandard financial performance, management entrenchment, and the expropriation of minority shareholders. One implication of this research is that China will have poor corporate governance and entrenched managers as its legal system is relatively underdeveloped and inefficient. However, using data on top management turnover in China's listed firms, our results refute the prediction of entrenched management. We find evidence of very high turnover of company chairmen and there are many cases that we interpret to be forced departures. Our results show that chairman turnover is related to a firm's profitability but not to its stock returns. Turnover‐performance sensitivity is higher if legal entities are major shareholders but the proportion of non‐executive directors perversely affects it. We find no evidence that profitability improves after a change in chairman and this suggests that a firm's governance structure is ineffective as it is unable to recruit suitable replacements that can turn around its financial performance.     

Court Intervention as a Governance Mechanism over CEO Pay: Evidence from the Citigroup Derivative Lawsuit

Abstract

We use an unanticipated court ruling in a lawsuit against Citigroup claiming corporate waste related to CEO pay to analyse court intervention as an alternative governance mechanism in cases of excess pay. We find a negative relation between announcement returns and excess pay, consistent with shareholders of these firms perceiving court intervention as net costly. However, we find a positive relation between announcement returns and excess pay accompanied by poor performance, suggesting that intervention is welcome when pay is more egregious. Finally, we find that firms with excess pay and whose shareholders welcome intervention reduce future pay relative to other firms, suggesting that the threat of court intervention is a potential mechanism to control excess pay.     

Insider ownership and firm performance in Taiwan's electronics industry: a technical efficiency perspective

This paper applies agency theory to explore the relationship between insider stock ownership and firm performance, particularly in terms of technical efficiency. Insiders are further classified into executives, outside directors, and large shareholders to conduct a detailed study. Six‐year (1996–2001) panel data of 416 Taiwanese listed electronics firms are examined by the stochastic production frontier approach. It is observed that raising the executive‐to‐insider holding ratio first causes a decrease and then an increase in technical efficiency, forming a U‐shaped relationship. However, the board‐to‐insider holding ratio is negatively associated with technical efficiency. The results indicate that equity ownership of top officers in high‐tech firms should be encouraged to enhance firm productivity. Copyright © 2005 John Wiley & Sons, Ltd.     

Top executive turnovers: Separating decision and control rights

This paper examines the relationship between performance and top executive turnovers using a sample of 81 turnovers and matching companies listed on the Copenhagen Stock Exchange. We find that poor market performance increases the probability of management replacements and that forced layoffs are value‐increasing events while voluntary resignations are value‐decreasing events. Large shareholders as active monitors, or part of corporate control, are not exhibited in the results. If large shareholders have any influence on CEO turnovers it is not revealed in our data. Indeed, separating control rights from decision rights does not appear to affect managerial turnovers. Copyright © 2004 John Wiley & Sons, Ltd.     

内部控制能否抑制避税所引致的大股东掏空风险？

避税一直是理论界探讨的热点话题。现有研究关于避税经济后果的较多，而鲜有关注避税经济后果的影响因素。内部控制作为一套完整的风险管控工具，能否抑制避税所引致的大股东掏空风险，目前尚待实证检验。基于此，拟通过实证检验内部控制如何影响避税所引致的大股东掏空风险，研究结果表明，高质量的内部控制能够有效管控避税所引致的大股东掏空风险。进一步检验发现，内部控制的风险管控作用集中在内部控制建设需求较为强烈的民营企业和会计信息披露质量较差的样本中；区分内部控制五大要素发现，风险评估对于风险的管控作用有更直接影响；总体而言，内部控制是有效管控风险的制度工具。     

母子公司间高管纵向兼任与上市公司资本配置效率

已有研究主要基于母公司或控股股东等委托方利益视角,形成了对纵向高管兼任治理效应的认识。但这种假定忽视了兼任高管作为独立利益主体的利益诉求与私利动机对治理效应的影响。本文基于兼任高管所代表不同利益主体的视角,分析并检验母子公司间高管纵向兼任对上市公司资本配置效率的影响。研究表明,当母子公司间兼任高管代表母公司利益时,母子公司间高管兼任会通过降低子公司代理成本发挥监督效应,进而提升上市公司的资本配置效率;但是当兼任高管代表子公司利益时,母子公司间高管兼任并未发挥治理效应,甚至存在母子公司间高管兼任的上市公司中,代表子公司利益的高管兼任会将争取超额资金异化为寻租渠道,进而降低上市公司资本配置效率。本文将扩展对高管纵向兼任治理效应的理论解释,丰富上市公司资本配置效率决定机理的研究,对完善母子公司结构下的治理机制具有一定的启示意义。     

监督还是干扰:中小股东积极主义与企业财务风险

本文采用2009至2018年我国A股上市公司数据,实证检验了中小股东参与公司治理对企业财务风险的影响以及相应的作用机理。研究发现,中小股东参与公司治理降低了企业的财务风险。中介效应检验结果表明,中小股东参与公司治理通过监督管理层和约束控股股东影响了企业财务风险。进一步研究发现,相对于其他企业,在信息环境和法律环境较差的企业中,中小股东参与公司治理对财务风险的抑制作用更加显著。本文结论不仅验证了中小股东参与公司治理的有效性,还发现了中小股东积极主义与外部环境的替代效应,为鼓励中小股东参与决策、完善公司治理机制、保护中小投资者利益提供了一定的参考依据。