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.     

Executive Compensation in Japan: Estimating Levels and Determinants from Tax Records

Most studies of executive compensation have data on pay but not total income. Because exchange‐listed Japanese firms (unlike exchange‐listed U.S. firms) need not disclose executive compensation figures in their securities filings, most studies on Japan lack even good data on pay. Through 2004, however, the Japanese tax office disclosed the tax liabilities of the 73,000 Japanese with the highest incomes. We obtained this data, and match the high‐tax list against the list of CEOs of the firms listed in Section 1 of the Tokyo Stock Exchange. We thus estimate salaries and risk exposure in a new way. We confirm survey and anecdotal evidence that Japanese executives earn less than American—about one‐fifth the pay, adjusting for firm size and outside income. Tobit regressions show that pay in Japan depends heavily on firm size (a .22 elasticity) and on accounting profitability, but not on stock returns. Additionally, family owned firms and those with large lead shareholders pay less to employee CEOs not in the family or with large shareholdings, as do firms whose directors have less tenure on the board.     

What have we learnt about board gender diversity as a business strategy? The appointment of board subcommittees

This paper explores whether a board's gender diversity influences the voluntary formation of its board subcommittees. Female board directorship may become a business strategy for firms if it affects the appointment of board subcommittees. We hypothesize that the voluntary creation of board subcommittees is affected by the presence of female directors on boards; the presence of independent, executive, and institutional female directors; and the proportion of shares held by female directors on boards. Board gender diversity has been measured as a proportion and with Blau's index. The results show that independent female directors are positively associated with the likelihood of voluntarily setting up all or some of the committees and a supervision and control committee. The presence of executive female directors negatively influences the probability of forming all or some of the committees, an executive committee and a supervision and control committee. The percentage of shares held by female directors has a positive effect on the voluntary creation of an executive committee. The findings also report that women directors and institutional female directors do not contribute to the voluntary creation of board subcommittees. Our evidence shows that female board directorship impacts the demand of internal control mechanisms such as board subcommittees, suggesting that firms should take it into account as a business strategy. The main implications derived from this research are relevant for Spanish policymakers and researchers because board gender diversity may play a significant role in the decision‐making processes of firms and may influence firms' outcomes.     

Independent directors and earnings management: The moderating effects of controlling shareholders and the divergence of cash-flow and control rights

The research results on the suppressing effect of independent directors on earnings management are not consistent in existing literature. In addition, it has been argued that using financial statements provided by top management to investigate top management's earnings management is not appropriate. Therefore, the purpose of this study is twofold. First, we used external auditors (including the auditors of Taiwan Stock Exchange Corporation and the auditors of two Big Four accounting firms – Deloitte & Touche and KPMG in Taiwan) as respondents in order to obtain less biased data. Second, we investigate the moderating effects of controlling shareholders and the divergence of cash-flow and control rights on the relationship between independent directors and earnings management. The results show that both the existence of controlling shareholders and the divergence of cash-flow and control rights have significant suppressing effects on the relationship between independent directors and earnings management. Theoretical and practical implications are also discussed.     

The influence of management team continuation on inefficient investment after family firms inheritance

The purpose of this study is to explore how the executive team continuation affects the successor's investment decisions. To this end, we use data of Chinese A‐share listed heritage family enterprises. The findings reveal that executive team continuation has a negative impact on inefficient investment. At the same time, the successor's control rights have a moderating effect on the relationship between the executive team continuation and the successor's investment decisions. In addition, further research shows that the heterogeneity of senior executives' tenure, the number of independent directors, and the distribution of senior executives' professional backgrounds are conducive to explaining the internal mechanism of the continuation of the management team.     

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.     

财务独立董事能否抑制高管的价值损毁行为？——基于我国A股上市公司并购的经验证据

基于我国发生并购行为的沪深A股上市公司2010—2013年的数据,研究财务独立董事对管理层私利、高管过度自信和企业并购绩效的影响,结果表明：财务独立董事对企业并购绩效有显著的正向影响;管理层私利与高管过度自信均会造成企业并购后绩效的下降;财务独立董事通过抑制管理层私利和高管过度自信可改善企业并购绩效,同时,财务独立董事的年龄、学术背景将会对其改善并购绩效起到显著的推动作用。     

The glass ceiling in context: the influence of CEO gender,recruitment practices and firm internationalisation on the representation of women in management

This study examines macro‐level organisational determinants of women in management. Specifically, we examined organisational characteristics and strategies, including firm levels of internationalisation, firm foreign ownership, chief executive officer gender and the active recruitment of women, as predictors of an organisation's level of representation of women in management. Results from a survey of 278 firms indicated that the presence of a female chief executive officer and an organisation's active recruitment of women are positively associated with a firm's percentage of women in management while firm internationalisation and firm foreign ownership are negatively associated with the representation of women in management. Overall, these findings suggest that although firms exercise discretion with respect to hiring and promoting women, they are also constrained by the external environment and organisational characteristics. For example, firms with higher levels of firm internationalisation and that are foreign‐owned may limit their efforts and investment in the advancement of women into management.     

The remuneration of CEOs and corporate financial performance in Norway

Economics and management literatures advocate that senior company executives should be remunerated on the basis of the financial performance of the firms they manage. This helps align the interests of management with those of stockholders. There are, however, problems in implementing pay for performance schemes and these, along with other factors, may lead to there being no empirical relationship between compensation and stockholder returns. This study set out to explore the determinants of chief executive compensation in Norwegian stock exchange listed firms. To date there have been very few studies on this topic using data from Norway; most previous research has employed American data. The results show a positive relationship between CEO pay and corporate size but there was no significant association between remuneration and corporate financial performance as measured by accounting profitability and as measured by stock returns. Estimates of the value added by companies were significantly related to chief executive pay. There was also a positive and significant relationship between a CEO's compensation and the average wage level of the company. This association may be due to the unique characteristics of Norway's social and economic structure.     

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.     

Boards of Directors and Shark Repellents:Assessing the Value of an Agency Theory Perspective

Because shark repellents decrease the vulnerability of firms (and their incumbent managers) to the market for corporate control, the decision to adopt these devices represents an excellent test of agency theory. In this empirical study, we examined the relationships between the adoption of shark repellents and several mechanisms that, according to agency theory, should align the interests of corporate board members and shareholders and/or make directors more effective monitors of management behaviour. Of the variables included, only board stock ownership (especially by employee directors) was linked to a reduced propensity to adopt shark repellents in the predicted manner. Two variables not immediately as- sociated with agency theory — the proportion of inside directors appointed by the incumbent chief executive officer (CEO) and a lower ratio of CEO compensation to the compensation of other top executives — were linked to higher rates of shark repellent adoption. Given that agency theory explains relatively little of the variance in shark repellent adoption, we advocate serious consideration of other theoretical formulations for corporate governance, including two approaches — stewardship theory and agent morality — that take the moral ('other regarding') obligations of directors seriously.     

Chief executive officer compensation,firm performance,and strategic coopetition: A seemingly unrelated regression approach

Coopetition denotes the simultaneous cooperation and competition in a business relationship and is broader in depth and width than competition. This pioneering comparative study employs a seemingly unrelated regression system to investigate the impact of peer-pay bias and pay-for-relative performance upon the highly controversial chief executive officer (CEO) pay. The analysis of the 21 Dow–Jones firms from 1992 to 2013 shows that the pay-for-performance relationship is contingent on the fit between CEO's strategic decisions and firm's core competency. The CEO pay is driven by the intensification of firm coopetition. We contribute to executive compensation, corporate strategy, and econometric methods.     

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.     

Top executive pay and performance

Using data on 241 of Britain's largest industrial companies, the pay received by top executives in 1985 is studied as a function of corporate performance. An attempt is made to estimate the extent to which executive pay and shareholder wealth are linked. Rival explanations, relating pay to the assets, employment level and turnover of the company, are also examined. No support is found for the managerialist view that remuneration tends to be correlated with size attributes. The results do, however, suggest that, while much of the variation in executive pay remains unexplained, there is evidence of executive remuneration policy serving to effect incentive alignment between the executive's and shareholders' interests.     

Executive compensation in North American high-technology firms: a contextual approach

After reviewing the literature surrounding the link between executive compensation and innovation activities of North American firms, we examine two gaps in the area. First, we analyze how contextual factors can affect CEO pay in high-technology companies. In particular, we study three contextual dimensions: political, economic, and social. Second, we consider the specific case of executive compensation in high-technology firms when family ties are present at the helm. Drawing on agency rationale and previous research, we develop a series of instrumental propositions intended to provide the theoretical basis for a future research agenda in the area.     

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.     

How do top executives handle their work and family life? A taxonomy of top executives' work–family balance

Aiming to increase understanding of work–family balance at the executive level and to derive implications for human resource management, this study analyses patterns of the way in which different top executives handle the interface between work and family domains. Drawing on role theory, research on work–family linkages and a qualitative study with 42 top executives, the authors identify eight constructs that constitute top executives' work–family balance. By applying cluster analysis to dyadic data from 220 top executives and their life partners, they detect five top executive work–family balance types, according to the interplay of the top executives' satisfaction and functioning at work and at home, as well as the conflicts between the two life domains. The balance types imply significant variance in highly relevant outcomes, such as job performance and job attitudes.     

Pay dispersion among the top management team and outside directors: Its impact on firm risk and firm performance

Two key groups central to improving firm performance are the top management team (TMT) and the board of directors. Executives undertake strategic actions, whereas board members fulfill their resource provision and monitoring roles. Drawing on tournament theory and equity theory, we propose that high pay dispersion among outside directors and the TMT is positively associated with strategic risk, whereas high (low) TMT pay dispersion and low (high) outside director pay dispersion are positively associated with firm performance. Our predictor is the unexplained component of horizontal pay dispersion, or the residual of pay dispersion resulting from regressing pay on observable firm, industry, period, and individual characteristics. Our results highlight the importance of unexplained pay dispersion for TMTs, but not for boards of directors, in improving firm performance.     

Executive succession as an antecedent to corporate restructuring

One of the most visible adjustments in company strategies in recent years was the dramatic increase in the level of corporate restructuring activity that took place during the 1980s. Strategic decisions that result in the realignment of firms with their environments are likely to be influenced by the composition of the top management team. This study found that firms experiencing non-routine executive succession events within the management team subsequently underwent more restructuring activity than did firms without non-routine executive turnover. These findings suggest that unexpected executive turnovers can significantly alter managerial perspectives within top teams and may thus provide an important mechanism by which firms adapt to their competitive environments. © 1995 by John Wiley & Sons, Inc.     

How Does Executive Strategic Human Resource Management Link to Organizational Ambidexterity? An Empirical Examination of Manufacturing Firms in China

Despite a plethora of studies that demonstrate the positive impact of strategic human resource management on firm performance, existing knowledge of the processes through which such gains can be achieved remains limited. This study aims to extend our knowledge by investigating the mechanism through which a teamwork‐oriented executive strategic human resource management system impacts organizational ambidexterity. Specifically, by integrating the resource‐based view and information‐processing theory, we examine the mediating role of top management team effectiveness and the moderating role of knowledge–sharing intensity from middle managers to top management teams. Drawing on a multiple‐source and multiple‐respondent survey from 144 manufacturing firms in China, we show that top management team effectiveness partially mediates the effect of the executive strategic human resource management system on organizational ambidexterity. Moreover, knowledge‐sharing intensity from middle managers to top management teams strengthens the effect of the executive strategic human resource management system on organizational ambidexterity. © 2016 Wiley Periodicals, Inc.