CEO compensation, shareholder rights, and corporate governance: An empirical investigation

We investigate whether CEO compensation is influenced by the strength of shareholder rights. Our evidence reveals that CEOs of firms where shareholder rights are weak obtain more favorable compensation. It is also found that higher CEO pay is associated with a higher degree of potential managerial entrenchment. Additionally, CEOs of firms with governance provisions that offer them protection from takeovers enjoy more generous pay. We also examine the change in CEO compensation relative to the change in shareholders' wealth. The evidence shows that when there is an increase in shareholders' wealth, the CEO is able to obtain higher incremental compensation when shareholder rights are weak. On the contrary, when shareholders' wealth falls, there is no corresponding decline in CEO compensation when shareholder rights are weak. Given the empirical evidence, we argue that CEO compensation practices reflect rent expropriation rather than optimal contracting.     

An analysis of shareholder rights plans

Previous studies of shareholder rights plans (poison pills) have emphasized short-term valuation effects in the context of specific takeover attempts. This paper analyzes rights largely adopted in ‘neutral’ environments. Using a paired-case control approach, differences between rights and non-rights firms are examined. Positive long-term valuation effects are associated with restructurings, while negative performance is associated with ownership/control influences. The evidence supports a multiple signalling model in which investors use subsequent information to revise probabilities concerning control preferences of management and directors.     

The impact of corporate governance on employment relations in South Korea: the shareholder versus stakeholder perspectives

This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, the level of average employee tenure and industrial relations climate, and had a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labor unions than the shareholder orientation did.     

The impact of corporate governance on employment relations in South Korea: the shareholder versus stakeholder perspectives

This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, average employee tenure and industrial relations (IR) climate, as well as a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labour unions than the shareholder orientation did.     

资本结构、财务关系与公司治理

由不同融资方式形成的复杂资本结构背后是不同类型的投资者群体,其收益索取权和对公司的控制权不同,必然会导致其目标不一致和发生利益冲突,从而产生代理问题.公司治理机制的引入旨在降低代理成本,维持各类投资者对公司合约的参与,而最优资本结构则是受财务关系及公司治理结构影响的动态、内生性概念.本文拟对这种认识和关系进行分析和论述.     

Carbon emissions,corporate governance,and staggered boards

Carbon emissions have been identified as a major cause of global warming and are harmful to the environment. Given the seriousness of climate changes, businesses are encouraged to adopt corporate strategies to improve environmental performance. Staggered boards (or classified boards) are one of the controversial corporate governance devices being employed by corporations that protect managers from the market for corporate control. This paper explores whether staggered boards can be a useful business strategy to improve carbon emissions. Relying on a novel data set in which the presence of a staggered board is identified through advanced machine learning algorithms and textual analysis, we find that staggered boards bring about significantly worse emission performance by 10.67%. Our results corroborate the premise that staggered boards insulate self-interested managers from market discipline and thus exacerbate agency problems, resulting in more unfavorable outcomes. Further analysis validates the results, that is, propensity score matching, entropy balancing, instrumental-variable analysis, and generalized method of moments (GMM) dynamic panel data estimation. Importantly, we include firm fixed effects to account for unobserved heterogeneity. Our findings indicate that de-staggered boards may help improve emission performance.     

CEO retention,firm performance and corporate governance

This paper seeks to determine if CEO turnover is a function of firm performance, and therefore attempts to gauge the extent to which CEO interests are aligned with those of stockholders. The methodology in this paper focuses primarily on estimating the relationship between the probability of CEO exit and indices of firm performance and corporate governance structure. A major finding of the paper is that the accountability of CEOs to stockholders is significantly limited by CEO power, and CEO turnover is influenced more by internal governance structure than by firm profit or sales performance.     

Large shareholders and corporate governance

The paper looks at the voluntary provision of governance to outside shareholders by an entrepreneur who takes his firm public but remains a large shareholder after the IPO. We find that the entrepreneur always puts in place an independent board which acts in the interests of the outside shareholders, but may put in place a friendly remuneration committee that ensures that CEO pay is structured to suit the entrepreneur in the cases where the retained equity stake is sufficiently large. When comparing this provision of governance to the provision preferred by a welfare maximizing regulator, we find that both voluntary overprovision and underprovision of governance can happen. Overprovision of governance happens in the cases where the entrepreneur commits to independence at the level of the remuneration committee when the regulator prefer a friendly remuneration committee. Underprovision of governance takes the form of establishing a friendly remuneration committee (with an independent board), when the regulator would prefer an independent remuneration committee (with a friendly board). We discuss the empirical predictions of the model.     

Institutional investors,corporate governance and the performance of the corporate sector

Proportions of equity held by institutional investors—pension funds, insurance companies and mutual funds—are rising across all OECD countries. Meanwhile institutions are becoming more influential in corporate governance, even in bank-dominated countries, inter alia due to international investment, pension reform and EMU. We provide two forms of evidence on the effects of institutional corporate governance on corporate performance. First we offer a literature survey on micro evidence, the outcome of which is mixed, but on balance suggesting a positive effect on equity returns. We contend that these micro studies face a difficulty that they cannot capture effects of governance initiatives whose effects go wider than “target firms”. Accordingly, we present results for the reduced form empirical relationship between institutional share holding and corporate sector performance at an economy-wide level. These are consistent with significant effects which differ between “Anglo-Saxon” and “relationship banking” countries. For example, institutions appear to accompany lower investment and higher dividends in the former.     

Family ownership,corporate governance,and top executive compensation

In this study we investigate how top management pay is determined in a family firm environment where even listed firms are effectively controlled by a single individual or a single family. Using data from Hong Kong, we find that executive directors' pay is reduced if the directors have substantial stockholdings. Moreover, pay is related to profits but not to stock returns. Our results are consistent with external blockholders and independent non‐executive directors persuading firms to base top management compensation on a firm's profitability. Copyright © 2006 John Wiley & Sons, Ltd.     

Creditor rights,financial health,and corporate investment efficiency

This paper analyzes the influence of creditor rights on investment efficiency and how firms’ financial health shapes this influence. Using time-series changes within a country and cross-country variations in creditor rights, I find that stronger protection of creditors improves investment efficiency in healthy firms but worsens it in distressed firms. The impact on investment efficiency operates more through changes in overinvestment than in underinvestment. Alternative proxies for creditor rights control for both contractual and enforcement rights. The results are robust to alternative model specifications and to controls for omitted variables.     

风险导向内部审计与公司治理研究

内部审计正朝着风险导向审计不断迈进,对风险的评估与改善是风险导向内部审计的首要目标;风险管理是公司治理不可回避的重要因素;风险导向内部审计对公司治理具有重要的促进作用.     

The analysis of corporate governance policy and corporate financial performance

The main purpose of this study is to investigate the relationship between the quality of corporate governance policy and the firm financial performance and. Data were collected from Corporate Library. A sample of 3,068 firms from the database of 2010 Corporate Library was analyzed. Logistic regression models were employed and SPSS statistical package was utilized to perform the analysis. Our results show that when firms have better corporate governance policies, they are more likely to perform better. Specifically, when firms have a better board rating, compensation policy, takeover defense strategy, accounting practice, and a formal governance policy, they are more likely to perform better than their counterparts without such quality corporate governance policies.     

An analysis on corporate governance

Corporate governance has become one of the major international issues that have succeeded in attracting a good deal of public interest in recent years, especially since the recent spate of ＂world famous＂ scandalous corporate failures. Today, it is considered that corporate governance plays an important role in the economic health of corporations and society in general. Improving corporate governance is a systematic project, it is necessary to the internal governance and external governance of the ways multi-pronged.     

上市公司现金流信息披露状况调查

本文以2005～2006年发生关联担保的沪深上市公司为样本,按照提供关联担保和接受关联担保进行分类,考察了超额关联担保与公司价值的关系.     

Ownership structure, corporate governance and productive efficiency in China

This paper investigates whether and to what extent ownership structure and corporate governance affect productive efficiency in a sample of 744 publicly listed manufacturing firms in China between 1999 and 2006. The paper finds that firm efficiency, as estimated using stochastic frontier analysis and data envelopment analysis, is negatively related to state ownership while positively related to public and employee share ownership. In addition, the relationship between ownership concentration and firm efficiency is U-shaped, indicating that the largest shareholder may engage in tunneling activities. As the identity of the largest shareholder changes from government, government-controlled legal entity to other types of legal entity, firm efficiency significantly improves. These results provide strong evidence that political interferences have reduced firm efficiency. Moreover, firms with more independent board are more efficient, supporting the argument that board of directors can be an effective internal governance mechanism. Furthermore, provincial market development, a proxy for the strength of external governance mechanism, is positively related to firm efficiency. Overall, the findings illustrate that restructuring state-owned enterprises via improvements in corporate governance has enhanced firm efficiency, but partial privatization without transfer of ownership and control from the state to the public remains a major source of inefficiency in corporate China.     

Other comprehensive income,corporate governance,and firm performance in China

This research is based on a data set comprising 6260 firm-year observations from listed companies on the Shanghai and Shenzhen Stock Exchanges during 2009–2015, and the results indicate that other comprehensive income (OCI) disclosure generally improves firm performance, whereas earnings management reduces firm performance. The study also finds that OCI disclosure and corporate governance are complementary in restraining earnings manipulation and promoting firm performance, and there is a causal relationship between OCI disclosure and earnings management to affect firm performance.     

Sustainability,accountability and corporate governance: exploring multinationals' reporting practices

Recent years have seen a rapid increase in accountability pressures on particularly large global companies. The increased call for transparency comes from two different angles, which show some (potential) convergence in terms of topics and audiences: accountability requirements in the context of corporate governance, which expand to staff‐related, ethical aspects; and sustainability reporting that has broadened from environment only to social and financial issues. This article examines to what extent and how current sustainability reporting of Fortune Global 250 companies incorporates corporate governance aspects. Many multinationals, particularly in Europe and Japan, have started to pay attention to board supervision and structuring of sustainability responsibilities, to compliance, ethics and external verification. While detailed disclosures are not yet common, some notable practices can be found. Underlying dilemmas and complexities for managers in dealing with accountability to shareholders and stakeholders, and the role of auditors, are indicated. Copyright © 2006 John Wiley & Sons, Ltd and ERP Environment     

机构投资者与公司治理

随着机构投资者的发展壮大,人们越来越关注其对公司治理方面的作用。由于机构投资者巨大的股票持有量,他们存在参与公司治理的愿望。但因为经济往来关系、法律法规规定、信息处理障碍导致机构投资者并不能有效地参与公司治理。