Disclosure,shareholder oversight and the pay–performance link

This paper investigates the effect of increased shareholder oversight and disclosure about executive remuneration on the pay–performance relation, while controlling for contemporaneous changes in corporate governance practice. Our sample consists of 240 ASX-listed firms with annual reports available for each year over the period 2001–2009, a period which straddles the timing of regulatory change. We initially document the conjectured improvements in remuneration disclosure and shareholder oversight in the form of the advisory vote on the remuneration report. Following, we find as predicted a general strengthening of the pay–performance relation over the study period, with the increased sensitivity of reported CEO remuneration to firm performance being primarily related to enhanced remuneration disclosure and the non-binding shareholder vote on the remuneration report. Our results lead us to conclude that enhanced oversight over executive remuneration arrangements brought about by regulatory change has positively impacted the executive remuneration process by strengthening the pay–performance relation and making the process appear more accountable.     

Managerial power theory, tournament theory, and executive pay in China

In this paper, we test two models of executive pay that have not received much attention in research on Chinese listed companies: managerial power theory and tournament theory. We find that structural power (executive share ownership) and prestige power (executive education) are significantly positively related to executive remuneration, and political power (Executive/Party Secretary duality) positively and weakly related to executive remuneration. We also find that executive directors' organization level (as reflected in executive pay level for each of the three highest paid executives) is positively related to executive remuneration and the relationship is convex, and negatively related to the interaction between executive directors' organization level and government ownership. Tournament prize (executive pay) is not related to the number of contestants in the tournament and is negatively related to the interaction term between number of contestants and government ownership. Finally, earnings per share (EPS) as a measure of firm performance is positively related to the pay gap between contestants and negatively related to the interaction term between pay gap and government ownership. We explore the implications of these findings for reforming corporate governance in China.     

Executive Remuneration in Australia

A fierce debate is raging about the legitimacy of executive pay rises. Australia's chief executive salaries are not as high as in the United States and the big European economies, but between 1993 and 2007 there was a sharp rise in remuneration. Most of the rise came in the form of incentive payments. In the Australian context, the size of the executive salary is closely linked with the size of the company. The evidence is mixed about how efficient executive remuneration has been, but what is clear is that the responsibility to ensure it is appropriate resides with boards, and that there is a need for greater shareholder participation. Accordingly, it is recommended that shareholders have a greater 'say on pay', and that two successive 'no' votes on remuneration by shareholders will have formal consequences for boards. The challenge is to improve agency between shareholders and management, and between shareholders and boards. An evolutionary approach is proposed.     

Executive Compensation and Agency Effects

The separation of ownership from control in large corporations can cause agency problems. This study analyzes the effects of the dispersion of corporate ownership on the compensation of the top executives of Fortune 500 companies. The effects are estimated across the executive hierarchy and for different components of the compensation package in contrast to more limited previous studies. The results indicate that there is a significant agency effect on executive pay, though the magnitude is small relative to company size. The effects are greatest for the most liquid form of remuneration, salaries, and are nonuniform across executive categories, with the strongest effect found for the Chairman of the Board.     

Gentlemen do not talk about money: Remuneration dispersion and firm performance relationship on British boards

Using a sample of 781 U.K. firms over the period 2000–2008 we study the relationship between remuneration dispersion at executive board level and firm performance. We find that this relationship is sensitive to nationality composition of the executive boards. In contrast with findings on American data, British companies are characterized by a negative dispersion–performance relationship, i.e., the greater the dispersion is, the worse firm performance is, however, boards with American CEOs or at least 30% of American nationality non-CEO executives are characterized by a positive dispersion–performance relationship. The results are robust when controlling for various firm, board and CEO characteristics, including cross-listing on U.S. exchanges and having sales in the U.S. Implications for executive remuneration reforms and board diversity are discussed.     

The determinants of director remuneration,executive tenure and individual executive disclosure in North African IPO firms

This paper examines the impact of board governance mechanisms, namely board size, independence ratio, opacity of earnings disclosure, and ratio of genuinely independent nonexecutive directors to total board size on director remuneration, executive tenure and likelihood of individual executive salary disclosure in a unique and comprehensive sample of 69 North African IPO firms. I find evidence of the enhanced governance role of true independent nonexecutives in family as opposed to non-family firms in improving disclosure of individual salaries and moderating lengths of executive tenure. However while their role is only significant in the context of family firms the evidence suggests that their presence is associated with higher levels of remuneration. The evidence also ascribes a greater role for business angel as opposed to more formal private equity financing which is more applicable within the highly social networked economy of the Maghreb region.     

Executive Compensation: A Model of Disclosure Choice

Recent public policy debates have led to increased calls for full transparency of executive compensation. However, in practice, many firms are reluctant to disclose the full details of how they link executive compensation to performance. One possible reason for lack of full disclosure is that managers use their power to hide the details of their compensation plan in order to disguise opportunistic rent extraction. If this is the reason for secrecy, then public policy designed to force firms to provide full disclosure is unlikely to be resisted by shareholders. However, another possible explanation for less than full transparency is that some degree of secrecy about executive compensation may be in the interest of the company and its shareholders. If this explanation is correct, then public policy moves to increase transparency may be met by counter moves designed to protect managers and shareholders from such policies. In this paper we investigate if full disclosure of executive compensation arrangements is always optimal for shareholders. We develop a model where optimal executive remuneration solves a moral hazard problem. However, the degree to which the moral hazard problem affects the shareholders depends on hidden information, so that disclosure of the executive compensation scheme will typically reveal the hidden information, which can be harmful to shareholders. The model derives, therefore, the optimal disclosure policy and the optimal remuneration scheme. We find that the shareholders are better off pre‐committing not to disclose the executive compensation scheme whenever possible. Executive directors are shown to be better off too in the absence of disclosure of executive compensation schemes. An argument for mandating disclosure is that it provides better information to shareholders but our analysis demonstrates that disclosure does not necessarily achieve this objective. The results suggest that less than full disclosure can be in the interest of shareholders, the reason for this being that disclosures cannot be made selectively to shareholders but will also be made to strategic opponents. This will be the case if the board of directors and the remuneration committee includes enough independent directors. Whether or not non‐disclosure to shareholders is in their interest is however an empirical matter involving a trade‐off between the proprietary costs associated with disclosure to shareholders and the costs of potential collusion between executive and non‐executive directors associated with non‐disclosure.     

Executive Share Options: An Economic Framework

This paper provides an overview of the executive compensation debate with special emphasis on the role of executive share options. Widespread criticism of executive pay typically concentrates on pay levels, rather than the composition of executive pay and its determinants. The paper points out that gains from exercising executive share options are not simply rewards for the period in which they are realised and reported. The economic rationale for rewarding executives through share options is reviewed, leading to the conclusion that options are more likely to form a relatively important part of executive remuneration in organisations which face valuable, but relatively risky, investment opportunities. However, because options can aggravate conflicts of interest such as those that arise between shareholders and lenders, they are not a universally efficient form of executive compensation.     

Horizontal mergers and divestment dynamics in a sunset industry

Industries with declining demand tend to be riddled with chronic excess capital due to the presence of a business‐stealing effect and fixed costs. This article highlights the potential of mergers to internalize this business‐stealing effect and thereby promote divestment. Using the case of mergers in the Japanese cement industry, it examines whether such merger‐induced divestment improves total welfare based on a dynamic model of divestment. The findings suggest that merged firms indeed tended to reduce capital more actively and that, as a result of these mergers, total welfare improved despite a reduction in the consumer surplus.     

The impact of executive pay on the disclosure of alternative earnings per share figures

This paper investigates the motives for disclosing an alternative earnings per share (EPS) figure. In particular, we extend prior findings for the UK (Choi, Lin, Walker & Young, 2007) by highlighting the role of managerial contracting in the alternative EPS disclosure choice. We examine a specific contractual setting where management is especially sensitive to reported earnings numbers, i.e., when EPS performance targets exist in the managerial remuneration package. Our analysis suggests that the choice to disclose an alternative EPS figure is positively related to firms where the vesting of executive share options (ESOs) is contingent on the achievement of growth in EPS. Our results remain significant after testing for selection bias, direction of causality and after matching firms on variables prior literature identifies as influential in the choice of an EPS target as a performance criterion in executive remuneration.     

It's OK to pay well,if you write well: The effects of remuneration disclosure readability

We examine whether, and how, shareholders’ votes in the Say-on-Pay (SOP) are affected by the readability of the Compensation Discussion and Analysis (CD&A). Despite the SEC's Plain English requirement, qualitative disclosures on executive remuneration are generally long and complex. Extant evidence on whether low readability results in higher or lower shareholder dissent in the SOP, however, is ambiguous. We resolve this debate by demonstrating that the effects of readability on SOP voting are heterogeneous; while obfuscation may reduce dissent when CEO compensation is close to “normal” levels, diminished readability results in increased scepticism when pay levels are clearly excessive. The moderating role of readability is most pronounced for firms with less sophisticated shareholders, consistent with readability acting as a heuristic cue. Our results are robust to propensity score matching, and are less pronounced (1) when shareholders have less time to review the CD&A, and (2) when shareholders are distracted by competing AGMs, suggesting they are driven by readability, directly. Overall, our results highlight that greater use of Plain English in remuneration disclosures can have a substantial persuasive impact on shareholders.     

Structure and Level of Remuneration Across the Top Executive Team

This paper details the level and structure of executive remuneration across the executive team from 2006 to 2009. Results indicate that the level and structure of executive pay varies across the executive team. There is a clear delineation between the level and structure of all components of pay for the CEO and Executive 1, and for other executives. Employees of finance firms receive higher levels of pay and greater proportions of bonus than do employees in other sectors. Pay structure in 2009 is different from other years in the study, indicating that the economic downturn of 2008 and 2009 has led to differences in executive pay.     

CEO optimism and incentive compensation

I study the effect of chief executive officer (CEO) optimism on CEO compensation. Using data on compensation in US firms, I provide evidence that CEOs whose option exercise behavior and earnings forecasts are indicative of optimistic beliefs receive smaller stock option grants, fewer bonus payments, and less total compensation than their peers. These findings add to our understanding of the interplay between managerial biases and remuneration and show how sophisticated principals can take advantage of optimistic agents by appropriately adjusting their compensation contracts.     

Australian chief executive officer remuneration: pay and performance

International studies document strong evidence that chief executive officer (CEO) remuneration is positively correlated with corporate performance. Prior Australian studies, however, find no positive link between CEO pay and market performance. In the present paper we re‐examine the association between Australian CEO remuneration and firm performance using standard empirical models from the international literature. We find that in every respect the Australian evidence is consistent with international findings for firms of the USA, UK and Canada. In particular, we document CEO pay–performance association as positive and statistically significant.     

Does familiarity with business segments affect CEOs' divestment decisions?

We examine the impact of familiarity with business segments on CEOs' divestment decisions. We find CEOs are less likely to divest assets from familiar than from non-familiar segments. We attribute this effect to CEOs' comparative information advantage with respect to familiar segments. Consistent with this information advantage, we document that the familiarity effect is particularly strong in R&D intensive industries. We further find the familiarity effect to be most pronounced for longer-tenured CEOs who have built up sufficient political power over the course of several years in office to enable implementation of their preferred divestment choices. We also document the value effects of divestments and show that familiarity affects returns on divestment announcements.     

Setting a fox to keep the geese — Does the comply-or-explain principle work?

The German Corporate Governance Code works according to the comply-or-explain principle. One of its recommendations was to publish the remuneration of the members of the executive board on an individual basis. We examine the characteristics of the firms that complied with the code requirement. Our results indicate that firms that paid higher average remunerations to their management board members were less likely to comply, whereas firms with higher Tobin's Q were more likely to comply. We also document a non-monotonic relation between ownership concentration and the probability of compliance that is consistent with standard corporate governance arguments.Due to the fact that the number of firms complying with the disclosure requirement was low, a new law was passed that mandates disclosure unless the shareholders' meeting (with a 75% majority) decides otherwise. We find that this “loophole” in the new legislation is exploited by smaller firms, firms with comparatively high levels of executive remuneration, and firms with concentrated ownership. We discuss the implications of our results for the effectiveness of the comply-or-explain regulation.     

Spin-offs and Sales of Assets: An Examination of Security Returns and Divestment Motivations

Event study research to date has generally used the cumulative average residuals technique and focused on stockholder announcement impacts while testing one or two hypotheses concerning divestment. There are two important reasons for departing from this tradition. First, recent evidence suggests that an examination of cross-sectional cumulative average residuals may result in detecting abnormal performance when none is present. Second, most of the hypotheses concerning divestment are consistent with positive returns to stockholders.

This research isolates the impact of divestment on security holders by examining firms that have a single major divestment and no other seemingly important news events. The impacts at the announcement period and the divestment period are examined for subsamples of firms according to managerial motivations for divestment. Results indicate that when the sample is categorised this way, divestiture impacts vary between categories.     

Components of CEO Remuneration and Non‐GAAP Disclosure

This paper provides evidence of the effect of chief executive officer (CEO) remuneration on decisions to disclose voluntary non‐generally accepted accounting principles (non‐GAAP) financial measures. We investigate profit announcements that focus on the most emphasised part, which includes mandatorily identified information (results for the announcement to the market) and the least emphasised part, which incorporates other sections. By reading the profit announcements and manually collecting non‐GAAP financial measures (NGFM) data, there is no reliance on keyword search strings and as such we uncover the pervasiveness of the use of NGFM. Results show that the base component of CEOs’ remuneration plays a significant role in reporting NGFM in the most emphasised part of the profit announcement. Conversely, all three (base, short‐term and long‐term incentives) components of the remuneration package have a significant relationship with the reporting decisions in the least emphasised part of the statement. We find that, depending on the regulatory imposition and the emphasis assigned to the section of the profit announcement, the motive for voluntary disclosure of NGFM can be explained as altruistic (informative) or opportunistic (misleading). We contribute evidence on ‘pay–action’ rather than ‘pay–performance’ by incorporating all three components simultaneously into the framework to maintain the assumption of correspondence and internal consistency among those components.     

Developments in Remuneration Policy

In this article, the former chairman of the International Corporate Governance Network (ICGN) begins by summarizing the guidelines on "Executive Remuneration" that were published by the ICGN in July 2002. Among other changes, the guidelines called for independent remuneration committees, full disclosure of remuneration packages in an annual report, reduced reliance on stock options, elimination of executive loans and CEO bonuses for making acquisitions, better-informed and more active institutional investors, and a "clear mechanism by which shareholders are given the opportunity—possibly through an advisory vote at the annual shareholder meeting—to review and influence remuneration proposals."
Thanks in part to the efforts of the ICGN and growing investor activism, U.K. companies have made "a reasonably swift transition to a position where the majority of their boards are totally independent of management, and free of other potential conflicts of interest." U.S. boards, by contrast, remain "dominated by the imperial CEO" and "have failed to rein in the ambitions and appetites of their CEOs in such circumstances." What's more, U.S. institutional investment managers have failed to hold boards accountable for escalating remuneration. The solution to this problem lies, as suggested above, in "greater transparency, better analysis, and more shareholder monitoring."     

CEO investment of deferred compensation plans and firm performance

We study how US chief executive officers (CEOs) invest their deferred compensation plans depending on the firm's profitability. By looking at the correlation between the CEO's return on these plans and the firm's stock return, we show that deferred compensation is to a large extent invested in the company equity in good times and divested from it in bad times. The divestment from company equity in bad times arguably reflects CEOs' incentive to abandon the firm and to invest in alternative instruments to preserve the value of their deferred compensation plans. This result suggests that the incentive alignment effects of deferred compensation crucially depend on the firm's health status.