Monitoring the monitor: Enabling strategic change when the former CEO stays on the board

Firms often retain their former CEOs on the board after succession to benefit from the former CEOs’ firm-specific expertise. However, their presence can inhibit successor CEOs from implementing meaningful strategic change, as the former CEOs seek to preserve their personal legacy and may see the strategic landscape differently, especially when the successor CEO is hired from outside the firm. Using a strategic leadership interface perspective, we propose that board members can alleviate this potential tension and enable strategic change. To test our theory, we focus on a subsample of succession events: when the former CEO stays on board as chair and the successor CEO is an outsider. This scenario is likely to result in strategic tension and cognitive differences between these two organizational leaders. We find that in such situations, boards with a higher proportion of outside directors experience greater post-succession strategic change; we find no effect in other succession scenarios. We isolate legacy conservation as a motivating factor by showing that the effect manifests for divestitures but not for acquisitions.     

Unternehmenserfolg, Wechsel im Vorstandsvorsitz und Disziplinierung von Finanzvorständen

The Chief Financial Officer (CFO) is often referred to as a company’s No. 2 on contemporary management boards; yet corresponding empirical evidence is scarce. As a result, academic literature has not yet investigated whether CFOs—like CEOs—are dismissed more frequently if corporate performance is poor and to what extent forced Chief Executive Officer (CEO) turnover also influences disciplinary action towards CFOs. Therefore, in this paper we examine the antecedents of forced CFO departures in the largest German corporations between 1999 and 2006. Building on principal-agent theory, we expect respective relationships between the board of directors, the CEO, and the CFO. Moreover, we propose that principals also take team-specific and firm-specific human capital into consideration when disciplining agents. We find that poor corporate performance and forced CEO turnover both independently increase the likelihood of CFO dismissal. In addition, we find indications for a close team relationship between CFOs and CEOs. In summary, our results support the prominent role of CFOs alongside CEOs on contemporary management boards and suggest a more detailed consideration of CFOs in future research on performance consequences of managerial successions.     

董事激励与公司业绩--实验的证据

我们在实验框架下检验了董事会成员的激励对股东财富和CEO报酬的影响,以及该报酬与公司业绩之间的敏感度.文中提出了两种任命董事的方法,一种由CEO任命,另一种由最大的股东自动担任董事.由董事会决定CEO的报酬,而CEO负责企业的生产、投资和分红决策.投资者根据接收到的每个公司的分红、资本收益这些信息,通过买卖这些企业的股票来调整他们的资产组合. 我们发现,薪酬与业绩之间的敏感度随董事持股比例的增加而上升.此外,当大股东作为董事会成员时,经济体所产生的财富(股东财富是其中的一部分)更大;而当CEO选择董事时,结果是缺乏效率的.本文讨论了关于董事职能和相关代理成本这一研究结果,以及标准会计框架下,限制执行人员报酬和报表标准化要求.     

机构投资者持股与上市公司违规行为的实证研究

本文采用部分可观测的Bivariate Probit估计方法,对2001年至2009年中国1729家上市公司进行回归检验,发现机构投资者持股比例降低了公司违规行为倾向,同时增加了公司违规行为被稽查的可能性。该结论在控制了机构投资者变量内生性的因素后仍旧稳健。进一步研究表明,相比公司经营违规,机构投资者对信息披露违规倾向的影响更强。另外,相比证券机构投资者,养老保险基金、社保基金、企业年金持股的公司中违规公司比例更低。除此以外,机构投资者对公司违规的抑制与检举作用并不受其它公司治理变量的影响。本文的研究表明中国机构投资者在预防与打击上市公司违规行为方面发挥了重要的作用,并且也为上市公司与监管部门提供了治理和防范企业违规的线索。     

Determinants of CEO Age at Succession

Based on Brickley’s (2003) call for research on the CEO/turnover relation, we examine determinants of CEO age at succession. Utilizing the similarity–attraction paradigm, we propose that board members will select new CEOs that are similar to their own age. We find a strong positive relation between successor CEO age and average board member age. Thus, the similarity–attraction paradigm seems to play a role in board of director selection of CEO successors. However, we also propose that poor prior performance may mitigate similarity–attraction. Our results are also consistent with this hypothesis because we find no relation between successor CEO and board age following poor prior performance. Finally, the hiring of an age-similar CEO does not reduce the companies’ subsequent financial performance and may even have a slightly positive impact on it.     

SOCIAL NETWORKS IN THE BOARDROOM

This paper provides evidence that social networks strongly affect board composition and are detrimental to corporate governance. Our empirical investigation relies on a large data set of executives and outside directors of French public firms. This data source is a matched employer–employee data set that provides detailed information on directors/CEOs as well as information about the firm employing them. We find a strong and robust correlation between the CEO's network and that of his directors. Networks of former high‐ranking civil servants are the most active in shaping board composition. Our identification strategy takes into account not only firm and directors’ fixed effects but also the matching of firms and director in terms of one observable and one unobservable characteristic. Turning to the direct effects of such network activity, we find that firms in which these networks are most active pay their CEOs more, are less likely to replace a CEO who underperforms, and engage in less value‐creating acquisitions. These findings suggest that social networks are active in the boardroom and have detrimental effects on firms’ governance.     

现代公司治理结构与会计舞弊关系的实证研究

本文以我国证券交易所成立至2003年12月31日期间被证监会公开查处的财务报告舞弊的上市公司为样本,比较全面地选取了分别代表公司治理结构中董事会特征、监事会特征、经理层特征、股权结构等方面的14个指标对公司治理结构与会计舞弊之间的关系进行了实证研究。研究结果发现内部人控制度、国家股比例、股权制衡度与财务报告舞弊显著正相关,法人股比例、股权集中度、高级管理层持股比例与财务报告舞弊显著负相关。     

CEO Reciprocal Interlocks in French Corporations

In France the chairperson of the board is mostoften the firm's CEO. This position strengthensthe insiders' hold on the board of directors.Moreover, a large fraction of outside directorsis composed of CEOs of other firms. Thereciprocal interlocking of CEOs creates the possibility of mutual interdependence of CEOs.We investigate factors explaining reciprocalinterlocking directorates of CEOs in Frenchcorporations. Our results indicate that CEOs oflarger firms hold more reciprocal CEOinterlocks and when CEOs have more outsidedirectorships, CEOs hold more reciprocalrelationships. We also find a positiverelationship between the number of CEOsreciprocal interlocks and their firms'performance measured by ROA. We find evidencethat CEOs hold more reciprocal interlocks whena blockholder is present on the CEO's board.     

Countermove: how CEOs respond to post-acquisition compensation adjustments

Following poorly performing acquisitions, the board of directors often redesigns the CEO’s annual compensation package to include less risk-encouraging stock options and more risk-discouraging restricted stock. This study explores the emerging area of post-acquisition compensation management and proposes that CEOs can indirectly, but effectively, defend against compensation rebalancing. Specifically, we find that CEOs may counteract the effects of compensation rebalancing by delaying the exercise of existing stock option holdings. Fortunately, this insight also offers valuable implications including the ability of the board to limit the CEO’s defense by adjusting stock option exercise windows.     

Can you catch two birds with one stone? The impacts of nominating committee composition on board monitoring and resource provision

While it has long been recognized that boards of directors perform two primary functions – monitoring and resource provision – little research has systematically examined the relationship between these two functions in public corporations. Given the growing external emphasis on the monitoring function by investors and advocates of corporate governance reforms, it is important to understand how such an emphasis impacts the resource provision function. In addition to identifying the composition of the nominating committee as a key to understanding the relationship, we propose two mechanisms through which the formation of an independent nominating committee in response to the external emphasis on monitoring leads to a decline in board resource provision. One mechanism is through a decline in information sharing between top managers and the nominating committee in new director selection, which results in a divergence between board capital and the firm's specific resource needs. The other is through decreased trust between the CEO and the board, which results in a less collaborative CEO-board relationship. To alleviate this negative impact that an external emphasis on monitoring has on resource provision, we propose that boards can bring non-CEO executives back onto nominating committees as inside directors. Our theoretical analysis contributes to the understanding of how the composition of the nominating committee influences board monitoring and resource provision, and has important implications for corporate governance research and practices.     

The double-edged sword of CEO/chairperson duality in corporatized state-owned firms: evidence from top management turnover in China

This study examines how board leadership structure (CEO duality) affects the corporate governance of corporatized state-owned firms where the state shareholders use these firms to serve both profit and non-profit objectives. We propose that CEO duality will generate a positive (negative) significant impact on the firms’ corporate governance when state owners tend to monitor their CEOs on the basis of profit (non-profit) considerations. We test our hypotheses by examining the relations between CEO duality and CEO turnover in Chinese listed companies that are ultimately controlled by central or local governments. We find that CEO duality is negatively related to turnover in marginal profit-making firms where turnover would be value-enhancing. This suggests that CEO duality is detrimental to these firms’ corporate governance because it entrenches relatively poorly performing CEOs. Duality is also negatively related to turnover in high-profitability firms where turnover would be non-value-enhancing. This suggests that CEO duality might positively contribute to the corporate governance of these firms by reducing the occurrence of non-value enhancing turnover. Overall, our study suggests that CEO duality is a double-edged sword in corporatized state-owned firms.     

How does interpersonal justice affect outside directors’ governance behavior? A cross-cultural comparison

We examine the impact of interpersonal justice among outside directors on the board and between a director and the CEO regarding the director’s monitoring and resource provision behaviors in different cultural contexts. We argue that directors from individualistic countries are more influenced by CEO interpersonal justice while directors from collectivistic countries are more affected by the board interpersonal justice. Our main effect results indicate that interpersonal justice with board members is positively related to both monitoring and resource provision by a director, while CEO interpersonal justice is related only to resource provision. Our results also show different effects on the director’s behaviors between three countries, i.e., Canada, Singapore, and Spain. We found that CEO interpersonal justice is positively associated with resource provision in Canada, while board interpersonal justice is positively related to both monitoring and resource provision in Singapore and Spain. These results suggest that directors discharge their board duties differently by how they are treated by other directors and the CEO and that their governance behaviors vary by culture. This study contributes to the literature on comparative corporate governance by showing the differences in directors’ behaviors in different cultural contexts.     

The role of human and social board capital in driving CSR reporting

The objective of this paper is to analyze the effect of the professional, technical and relational background (human and social capital) of outside directors on promoting firm CSR disclosure. Following the Hillman et al. (2000) taxonomy of board members, we classify outside directors as business experts, support specialists and community influential, and examine whether business and technical expertise or political ties in the boardroom affect CSR disclosure.This study confirms that not all outside directors are equally effective in improving CSR disclosure and that only certain kinds of outside directors, those classified as support specialists, help promote it. On the other hand, our findings also show that directors with previous experience as politicians affect CSR disclosure negatively, probably due to their interests in safeguarding their reputation within the company, in avoiding public scrutiny and in protecting their political connections. In addition, our set of analysis with interaction effects reveals that powerful CEOs have the incentive to promote CSR-related strategies and to convince business experts and support specialist directors to enhance profitable sustainability strategies and transparency in CSR disclosure. Nevertheless, the powerful CEO effect is not enough to compensate the negative role of political directors on CSR reporting. Therefore, this paper supports the theories in favor of analyzing the multiple configurations of corporate governance mechanisms by adopting a holistic approach, and the need to combine these configurations in order to analyze their impact on CSR behavior.     

董事会特征与总经理变更

本文以在上海证券交易所1999年前上市的公司为样本,研究董事会特征等治理变量对总经理变更的影响。研究结果表明,对相对业绩下降公司的总经理变更能起到显著解释作用的变量只有董事会会议的次数和公司的领导结构。而其它治理变量,诸如董事会规模、管理董事比例、独立董事比例、股权集中度、董事会成员持股比例等,未能对总经理变更起到显著的解释作用。     

Dual class shares,board of directors’ effectiveness and firm’s market value: an empirical study

This study aims to identify whether a relationship exists between the controlling shareholders’ voting power and outside directors’ effectiveness in maximizing firms’ financial performance. We analyze a panel data with 3057 observations for the 2000–2012 period using a random effects model, logit and probit regressions, and the two-stage model of Heckman in the Brazilian stock market. Our findings show that firms whose controlling shareholders use dual class shares to leverage their voting power have less independence from the board and worse financial performance and market value. Further, the percentage of outside directors tends to be ineffective in increasing the firm’s value, and in changing the firm’s chief executive officer (CEO) when (1) the controlling shareholder’s voting power is leveraged, or (2) when the CEO assumes a position on the board of directors simultaneously. We interpreted that these results are in line with the arguments in favor of the existence of a new agency cost, which is related to the undue obedience of board members to authority, such as the largest controlling shareholder or the CEO in Brazilian listed firms.     

公司治理于财务困难公司效果之研究

美国Enron案发生后,为维护资本市场安定与保护投资大众,各国均致力提倡公司治理,如强化董监结构、股权结构与提升透明度等。然而,在主管机关与公司管理当局均认为企业公司治理机制已有显著的强化后,台湾企业诸如博达、讯碟等公司仍然持续爆发弊案。因此,治理政策是否确实落实执行于各企业,值得深入探讨。因此,本研究拟以财务危机公司的公司治理机制及其影响为探讨重点。首先了解公司爆发财务危机前的公司治理运作情形,进而讨论在发生财务危机后,采用各项公司治理机制是否对提升公司财务状况有所帮助,提供主管机关及投资人决策之分析。实证结果显示,董监事持股,控制股东担任董事监察人、专业经理人担任董事席位数、董事会规模这三项皆可做为投资人投资公司的参考,及财务危机公司是否能转危为安的判断依据。     

中小商业银行公司治理机制与经营绩效关系的实证分析

理论和实证研究证明,良好的公司治理对金融体系稳健运行有十分重要的作用.商业银行公司治理的研究和实践既是银行业改革的迫切要求,也是银行业改革的核心内容之一.本文用36家商业银行2005年的截面数据,对股权结构、董事会、监事会和高管人员薪酬激励等四个治理机制与银行绩效之间的关系进行了实证研究.结果表明,国有与非国有控股商业银行绩效不存在显著差异,第一大股东对银行绩效的影响并不显著,但外部大股东能显著地提高银行绩效.董事会与监事会规模与银行绩效正相关,但独立性难以得到保证.此外,高管人员薪酬激励不能改善银行绩效.     

《萨班斯法案》对美国公司董事会影响的分析

2002年度美国出台的《萨班斯法案》全方位地对安然等事件暴露出来的问题作出相应的调整性规定,必将对公司治理产生深切的影响。《萨班斯法案》对审计委员会提出了修正性和提高性要求,本文选择外部董事、女性董事、财务专家、CEO兼任董事会主席、CEO在提名委员会任职等指标进行分析。实证分析结果说明:《萨班斯法案》有效消除了董事会和管理层任人唯亲的现象,董事会的独立性和专业性均有所提高。其实,《萨班斯法案》颁布之前就有加强公司治理的要求,公司治理就有改进的趋势,但《萨班斯法案》关于审计委员会方面的明文规定加速了公司董事会的变化,使得公司治理改革超越了法律的既定要求。     

CEO Age and Top Executive Pay: A UK Empirical Study

This study examines the implications that CEO age has onexecutive pay regarding data collected in a UK setting. Whereprior research has typically focused on total pay (salary plusbonus), this study offers a more complete conceptual model bysplitting pay into salary, annual bonus, and share options. Indoing so, we found that the relationship between CEO salaries andage are significantly related with this association weakeningover time. Another interesting finding not captured by priorresearch was that the relationship between CEO age and bonusappears to be non-linear in nature. Figures 2 which depicts thisnon-linear function suggest at about age 53, the proportion ofbonus as a percentage of salary begins to decrease at anincreasing rate. As a whole, these findings suggest corporate paycommittees should consider family and the financial circumstancesof the executive when designing remuneration schemes.