完善我国独立董事制度的几点建议

独立董事制度作为一种新兴的制度,在近几年成为了经济学、管理学、法学等学科讨论的最为热烈的话题之一。独立董事制度是在英美法系国家的公司治理结构模式下产生的。中国具有不同于英美法系国家的独特的公司治理结构。我们在引进独立董事的时候不能盲目的照搬,而应该全面考虑中国公司治理结构的现状。从现在的发展状况来看,值得关注的是独立董事制度如何与我国现行的制度协调的问题。本文就该问题进行了粗浅的探讨。     

CEO duality and firm performance: A contingency model

Several studies have addressed the CEO duality-performance relationship, with inconsistent results. This paper proposes that these inconsistencies can be resolved by integrating agency and stewardship perspectives on duality. Using data from 192 firms in 12 industries, both the direction and magnitude of the duality-performance relationship was found to vary systematically across Dess and Beard's (1984) environmental dimensions. These results provide partial support for both agency and stewardship perspectives.     

CEO duality and organizational performance: A longitudinal analysis

All public corporations must make a choice regarding board leadership structure. Advocates of more effective corporate governance argue for independent board leadership; yet many firms choose instead to allow the CEO to serve as board chairperson (CEO duality). This study examines the differential financial implications of these choices for 141 corporations over a 6-year time period. Results indicate significant differences in performance between the two groups along a number of performance measures; more specifically, firms opting for independent leadership consistently outperformed those relying upon CEO duality.     

An Analysis of REIT CEO Stock-Based Compensation

Academic research findings on the determinants of executive compensation are mixed. Some researchers attribute this to the inclusion of stock-based compensation in the more recent studies. We study the determinants of stock-based compensation schemes in the REIT industry for the period 1997–2000. While previous research analyzes REIT CEOs' cash-based compensation, we concentrate on option compensation structures. Using the Tobit method, we study both the level of option awards and the mix of option awards to total compensation. We find that REIT CEOs receive larger option awards when they increase growth opportunities, funds from operation, earnings per share and when there is greater variability of returns. Thus, our results validate most of the theories on stock-based compensation.     

不同类型国家对外开放政策的比较

不管是老牌工业化国家还是新兴工业化国家，其工业化过程一般是和经济对外开放过程紧密结合在一起的。由于这些国家在规模、自然资源以及科技水平等方面存在着巨大差异，从而使其所实行的对外开放政策有着很大区别。比较这些差异和区别，分析其对工业化所产生的不同影响，对于正确制定我国的对外开放政策，从而促进我国的工业化进程，有着重大现实意义。     

CEO compensation: A resource advantage and stakeholder‐bargaining perspective

This paper studies how CEO pay and its composition is shaped by strategic factors related to the firm's capacity to generate rents and value, the uncertainty of its resource advantage, and the competitive interaction between firm stakeholders and top management. This is done using an analytical framework in which the CEO and other firm stakeholders interact over the firm's resource surplus as utility‐maximizing claimants based on their relative bargaining power while providing shareholders their market‐based required return. Results from the model yield a number of cogent strategic insights and predictions on the causal interplay between CEO pay, firm growth and risk characteristics, stakeholder management, corporate strategy (e.g., offshoring production), and behavioral biases such as CEO optimism and overconfidence. Copyright © 2012 John Wiley & Sons, Ltd.     

Stock market reaction to CEO certification: the signaling role of CEO background

As a direct result of the corporate scandals that started with Enron and led to general unrest in the financial markets, the Securities and Exchange Commission required chief executive officers (CEOs) and chief financial officers of large publicly traded companies to certify their financial statements. Using market signaling theory, we propose that attributes of the CEO send important signals to the investment community as to the credibility of the CEO certification and thus the quality of the firm's financial statements, which in turn impact the stock market reaction to the CEO certification. We find that a CEO's shareholdings and external directorships are positively related to the abnormal returns of CEO certification. Further, the stock market penalizes a firm with a CEO who is associated with the firm's prior financial restatement and rewards a firm with a CEO who is appointed after the firm's prior financial restatement. Copyright © 2009 John Wiley & Sons, Ltd.     

The strategic value of CEO external directorate networks: implications for CEO compensation

This study examines the relationship between CEO external directorate networks and CEO compensation. Drawing on previous research showing a link between executives' external networks, firm strategy, and performance, the study argues that executive external networks are strategically valuable to firms; thus, they should be reflected in executive compensation. The study further examines whether firm diversification, with its elevated demand for strategic resources, moderates the relationship between CEO external directorate networks and pay. Hypotheses are tested using a sample of 460 Fortune 1000 firms. Analyses reveal that the rewards to CEO external directorate networks are contingent upon the firm's level of diversification. Implications for future research and practice are discussed. Copyright © 2001 John Wiley & Sons, Ltd.     

Firm‐specific knowledge assets and employment arrangements: Evidence from CEO compensation design and CEO dismissal

Research summary : We argue that firms with greater specificity in knowledge structure need to both encourage their CEOs to stay so that they make investments with a long‐term perspective, and provide job securities to the CEOs so that they are less concerned about the risk of being dismissed. Accordingly, we found empirical evidence that specificity in firm knowledge assets is positively associated with the use of restricted stocks in CEO compensation design (indicating the effort of CEO retention) and negatively associated with CEO dismissal (indicating the job securities the firm committed to CEOs). Furthermore, firm diversification was found to mitigate the effect of firm‐specific knowledge on both CEO compensation design and CEO dismissal, as CEOs are more removed from the deployment of knowledge resources in diversified firms. Managerial summary : A firm's knowledge structure, that is, the extent to which its knowledge assets are firm‐specific versus general, has implications for both CEO compensation design and CEO dismissal. In particular, we find that a firm with a high level of firm‐specific knowledge has the incentive to retain its CEO through the use of restricted stocks in CEO compensation. Such a firm is also likely to provide job security for its CEO, leading to a lower likelihood of CEO dismissal. These arguments, however, are less likely to hold in diversified corporations as CEOs in such corporations are more removed from the deployment of knowledge assets. A key managerial implication is that CEO compensation and job security design should be made according to the nature of firm knowledge assets. Copyright © 2016 John Wiley & Sons, Ltd.     

独立董事"独立性"研究

独立性是独立董事制度的核心和灵魂。本文认为,独立董事制度的独立性包括独立董事个体的独立性和独立董事整体的独立性。独立董事的独立性是相对的,也是动态的,而且与独立董事的选拔机制、激励和约束机制有关,恰当的激励和约束机制是确保独立董事独立性的重要因素,中等程度的激励和中等程度的约束是最佳的“度”。独立董事在董事会中占多数地位是独立董事整体独立性的基本保证,独立董事工作条件的配套也是提高独立董事工作效率(这也是“独立性”的最终目的)的重要条件。     

The role of CEO relative standing in acquisition behavior and CEO pay

In this study, we develop and test a theory of CEO relative pay standing. Specifically, we propose that CEOs with negative relative pay standing status (underpaid relative to comparison CEOs) will engage in acquisition activity, as a self‐interested means of attempting to realign their pay with that of their peers. We further propose that, when CEOs with negative relative pay standing acquire, they will tend to finance those acquisitions more heavily with stock than cash, to mitigate the risk associated with those deals. Finally, we argue that acquisition activity will partially mediate the influence of CEO negative relative pay standing on subsequent CEO compensation increases; however, that pay growth will come primarily in the form of long‐term incentive pay. Our results support our predictions. Copyright © 2014 John Wiley & Sons, Ltd.     

CEO tenure and organizational performance: an intervening model

While CEO job tenure is seen as influencing firm performance, the intervening mechanisms that govern this influence have remained largely unexplored. Given that individuals in the firm most closely influenced by the CEO are members of the top management team (TMT), we focus on the CEO‐TMT interface as one important intervening mechanism. Specifically, our tested model suggests that CEO tenure indirectly influences performance through its direct influences on TMT risk‐taking propensity and the firm's pursuit of entrepreneurial initiatives. Results from structural equation modeling are consistent with this model and support its associated hypotheses. In the discussion, we trace the implications of our study for research and practice. Copyright © 2007 John Wiley & Sons, Ltd.     

输油管道池火灾灾害的危害分析

分析了输油管道池火灾的危害，利用数学模型对池火灾造成的人员伤害和财产破坏后果进行了计算。通过计算可以预测池火灾发生时任意点处的失效后果，以便采取必要的防范措施。     

CEO narcissism and myopic management

The current research, leveraging the upper echelons' theory, examines the association between CEO narcissism and firms' myopic management. The study further examines the underlying mediating effect of market orientation in this linkage. Finally, the study examines the moderating effect of the output-oriented board of directors on the indirect effect of CEO narcissism on myopic management, i.e., a moderated-mediation analysis. Data on a sample of 210 Indian firms from 2009 to 2016 suggest that CEO narcissism positively influences the firm's myopic management. Furthermore, market orientation partially mediates the influence of CEO narcissism on myopic management, such that CEO narcissism lowers market orientation. The lesser the market orientation more is myopic management. However, as the output orientation of the board of directors increases, the indirect positive effect of narcissism on myopic management is decreased. Our study shines a light on the antecedents of myopic management and its role as a mediator under the contingency effect of demographics of the board of directors, i.e., the marketing board of directors.     

FORM OF CONTROL: A CRITICAL DETERMINANT OF ACQUISITION PERFORMANCE AND CEO REWARDS

Based on two research streams, we investigate whether acquiring firms’ form of control might be associated differently with CEO rewards or excess returns. We theoretically reason that in manager-controlled corporations acquisitions may be detrimental to the interests of shareholders and CEO rewards might be based on nonperformance criteria. In owner-manager-controlled and owner-controlled firms acquisitions may benefit the stockholders. While CEO rewards of owner-controlled firms may be based on performance criteria, however, executive rewards of owner-manager-controlled firms may be based on both performance and nonperformance factors. The findings indicate that for manager-controlled firms acquisition announcements result in negative excess returns to shareholders. For owner-controlled and owner-manager-controlled firms such announcements result in positive excess returns. The findings also suggest that increases in corporate size due to acquisitions are significantly and positively associated with CEO rewards of manager-controlled and owner-manager-controlled firms. For owner-controlled firms, excess returns are significantly and positively associated with CEO rewards. © 1997 by John Wiley & Sons, Ltd.     

Mass Layoffs and CEO Turnover

We investigate the relationship between layoff announcements and CEO turnover over a 31-year period. We find that layoffs significantly increase CEO turnover in the following year, and, in some time periods, CEO changes are strongly positively associated with layoff announcements two years earlier. We proceed to show how this relationship has changed over time, and offer several possible explanations. Finally, we find strong evidence that layoffs that are associated with negative stock price reactions are much more likely to lead to CEO turnover than those associated with positive stock price reactions, especially in the earlier years in our sample.     

Difference in degrees: CEO characteristics and firm environmental disclosure

We contribute to the literature on firms' responses to institutional pressures and environmental information disclosure. We hypothesize that CEO characteristics such as education and tenure will influence firms' likelihood to voluntarily disclose environmental information. We test our hypotheses by examining firms' responses to the Carbon Disclosure Project (CDP) and find that firms led by newly appointed CEOs and CEOs with MBA degrees are more likely to respond to the CDP, while those led by lawyers are less likely to respond. Our results have implications for research on strategic responses to institutional pressures and corporate environmental performance. Copyright © 2013 John Wiley & Sons, Ltd.