Power and Pay: The Politics of CEO Compensation

This paper examines CEO compensation, with an emphasis on the power of CEOs to influence their own compensation by managing the compensation process. It analyzes the CEO's power over the board of directors and the political tactics used by the CEO to manage the board and its compensation decisions. An empirical examination of CEO compensation in 203 large American manufacturing firms in 1985 illustrates the effect of CEO power on compensation and the flexibility available to the CEO in establishing the legitimacy of compensation. The implications of this perspective for management control of corporations and for CEO compensation research are considered.     

Company Performance,Corporate Governance,and CEO Compensation in Norway and Sweden

This paper examines the relationshipamong company performance, corporategovernance arrangements, and CEO compensationwithin the Scandinavian countries of Norway andSweden. Our sample consists of 224 tradedcompanies, 120 of which are from Norway and 104from Sweden. The empirical evidence fromboth Norway and Sweden reveals significantpositive relationships among board size andCEO compensation, foreign board membership andCEO compensation, and market capitalization andCEO compensation. A significant negativerelationship is found between CEO ownership andCEO compensation. In addition, no significantrelationship is found between companyperformance and CEO compensation or CEO tenureand CEO compensation, except in the case ofNorwegian firms when a change in market-to-bookperformance measure is used. Despite itslimited geographical scope, the study adds toour general understanding of internationalcorporate governance issues.     

Board size and firm value: evidence from Australia

We study the effect of board size on firm value in Australia. Using a large sample of Australian firms over the period 2001–2011, we find strong evidence of a negative relationship. We show that firms with a large board are associated with CEO compensation that is sensitive to firm size, but not to firm performance. This incentive to accumulate assets is congruent with the fact that firms with a large board also exhibit lower operating performance and higher operating costs. Furthermore, we find that the effect of board size is stronger in small firms. This result might explain why earlier studies, which focused on large Australian firms, found board size to have little impact on firm value.     

Human capital and agency effects on CEO compensation of IPO biopharmaceutical firms and the market’s response

This paper examines the determinants of base pay and total incentive compensation packages of CEOs of biopharmaceutical firms that have recently gone public, and whether human capital and agency factors affect the market’s response to the initial public offering. We find that in terms of net proceeds, the IPO market appears to reward the firms that have founder-CEOs and CEOs with higher incentive compensation. CEOs with prior venture capital experience are associated with receiving higher incentive compensation, while CEOs with a greater ownership interest in the firm receive lower incentive compensation but higher salaries. CEOs of firms with a greater percentage of insiders are associated with lower salaries. The results should add to our understanding related to human capital and agency theories, as well as help firms and investors better understand and structure CEO compensation.     

The configurational effects of board monitoring and the institutional environment on CEO compensation: a country-level fuzzy-set analysis

This study examines the causal complexity of how the effectiveness of board monitoring influences CEO compensation around the world. Previous research drawing from the managerial power theory and ‘increased career risks’ perspective offer alternative arguments for how low and high levels of effective monitoring by boards of directors influence CEO compensation. Adopting a configurational approach using fuzzy-set qualitative comparative analysis, we explore the idea that there are multiple causal paths leading to high levels of CEO compensation, such that theoretical logic from both theories may be relevant contingent upon the institutional environment in which the relationship is embedded. Our findings in a sample of 38 countries suggest that high CEO compensation is an outcome of both the presence and absence of effective board monitoring depending upon how it combines with minority investor protections and the cultural dimensions of power distance, uncertainty avoidance, and individualism, as well as the overall stock market value. Specifically, in countries with high levels of effective board monitoring, high CEO compensation will be more likely when the country’s culture is high in uncertainty avoidance, low in power distance and when there are strong protections for minority investors. Whereas in countries with low levels of effective board monitoring, high CEO compensation will be more likely when power distance is high and uncertainty avoidance is low and when there are weak protections for minority investors. Our country-level study highlights the theoretical strengths of employing a configurational approach to explore the complex interrelationships of governance mechanisms and the contexts in which they manifest.     

CEO-COB prestige distance and change in diversification: Exploring a curvilinear relationship

This study investigates how the prestige distance between a new chief executive officer (CEO) and the chairperson of the board (COB) can influence changes in the firm’s level of diversification. We draw on social comparison theory and activity theory to argue that the prestige distance between a CEO and COB alters the interaction and communication between the two leaders, and accordingly influences the firm’s ability to change its diversification posture. We test our hypotheses on a dataset of 135 firms and find that the prestige distance in CEO-COB dyads has a U-shaped relationship with the change in the firm’s level of diversification. Our results reveal that low CEO-COB prestige distance, and to a lesser extent high CEO-COB prestige distance, creates conditions for greater changes in the firm’s level of diversification. Further, we find that this U-shaped relationship is more pronounced when the CEO-COB dyad has greater age differences and flattens when the dyad shares age similarity.     

Does location influence executive compensation? Evidence from Canadian SMEs

We examine the impact of geographic location on the level and structure of executive compensation of small and medium enterprises (SMEs) in Canada, using a panel data sample between 2008 and 2011. Our results show that SMEs pay a higher price for talent by paying a large proportion (71%) of compensation as guaranteed cash pay to their executives. We also report a strong influence of location on compensation structure. Specifically, rural firms pay 13% more incentive based equity pay to their executives compared to their size matched urban counterparts. However, there is no difference between the total compensation for managers of rural and urban firms after controlling for the cost of living index. In cross-sectional tests, we observe that total compensation is positively related to CEO/Chair duality and family ownership but is not related to management quality. In addition, we find that rural firms display a higher pay-performance sensitivity.     

Does Board Ethnic Diversity Impact Board Monitoring Outcomes?

This study investigates whether board ethnic diversity is associated with stronger board monitoring outcomes. We explore a range of outcomes – CEO compensation, accounting misstatements, CEO turnover–performance sensitivity and acquisition performance – but find no evidence to support this. We also find no evidence that board ethnic diversity improves overall firm performance, even for those firms with higher agency problems. Our results are robust across different methodologies and have important practical implications, by informing the current public policy debate on board ethnic diversity.     

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.     

The board advisory tasks in small firms and the event of crises

In this article we examine what affects the board of directors’ involvement in the advice to management, with emphasis on the influence of crises on the board advisory tasks performance. Based on a survey of 881 small Norwegian firms, we analyse responses from CEOs in order to determine whether and to what extent the board is actively involved in the governance process during crises through providing advice. The study has two major contributions to board research in general and research of into small firms in particular. The first is the go beyond the “usual suspects” of board size, CEO duality, and board independence when looking for determinants of board involvement in advice. The second contribution is a clearer understanding of board involvement during crises. Our results show that board member diversity becomes particularly important during crises, since this provides the CEO and firm access to a more diverse pool of competences and experiences. We also find that crises moderate the effects of incentive on the board’s involvement in advice. This evidence sheds new light on the determinants of directors’ involvement in board tasks, suggesting that directors’ incentive to perform certain board tasks vary according to the contingent situation the firm is experiencing.     

CEO Duality,Agency Costs,and Internal Capital Allocation Efficiency

This study examines the impact of CEO duality on firms’ internal capital allocation efficiency. We observe that when the CEO is also chair of the board, diversified firms make inefficient investments, as they allocate more capital to business segments with relatively low growth opportunities over segments with high growth opportunities. The adverse impact of CEO duality on investment efficiency prevails only among firms that face high agency problems, as captured by high free cash flows, staggered board structure and low board independence. Depending on the severity of the agency problem, CEO duality is associated with a decrease in industry‐adjusted investment in high‐growth segments of 1% to 2.1% over the following year, relative to that in low‐growth segments. However, CEOs’ equity‐based compensation curbs the negative effect of CEO duality on internal capital allocation efficiency. Overall, the findings of this study offer strong support for the agency theory and postulate the internal capital allocation policy as an important channel through which CEO duality lowers firm value in diversified firms.     

Hedging and accounting-based RPE contracts for powerful CEOs

Several firms prohibit their CEOs from trading in the stock of peer firms. This is puzzling since hedging by the CEO through private trading in the capital market can reduce the CEO’s exposure to systematic compensation risk. When the CEO’s incentive contract comprises relative performance evaluation, we find that the firm might want to disallow private hedging even though there are no technological interdependencies or strategic interactions to peer firms. In the analysis, we highlight two frequently observed characteristics of incentive contracts. First, the use of accounting benchmarks is widespread in compensation contracts for CEOs. Second, empirical and anecdotal evidence suggests that powerful CEOs have influence on the process of designing their own compensation. We find that in the presence of a powerful CEO, the firm can benefit from disallowing private hedging. In particular, the firm’s decision to allow or to disallow private hedging depends on the characteristics of the accounting benchmarks and the characteristics of the peer firms.     

工程质量优化的承包商群体激励效率演化分析

针对业主与多标段承包商群体的一对多结构,考虑业主如何通过单价合同与收益共享合同所组成的菜单合同模式对承包商群体进行激励以优化工程质量。本文构建了单阶段群体激励模型以及考虑承包商个体存在公平感知的多阶段群体激励模型,通过计算实验方法探讨不同报酬结构下的激励效率及其演化。研究表明:业主实行同一报酬结构在多阶段工程建设中难以维持高效率;单阶段激励中较好的报酬结构并不适用于多阶段激励过程;个体的公平感知对激励绩效会产生负面影响;报酬结构中针对不同质量标准的激励力度均会对激励效率产生影响,仅针对单一激励力度进行调整或忽视激励力度间的协同均不能实现较好的激励效果。     

Executive remuneration standards and the “conformity gap” at controlled corporations

In this paper we analyze the relationship between conformity to executive remuneration standards, corporate ownership, and the level and structure of CEO compensation for large European listed companies in the years 2007 and 2010. We show that controlled corporations conform to executive remuneration standards less than widely held firms. We also show that weaker compliance is associated with lower CEO pay and more cash-based incentive structures. We interpret this “conformity gap” from the perspective of individual firms and from a societal perspective, with the aim to contribute to frame the policy questions concerning executive pay at controlled corporations. Different policy implications depend on whether the conformity gap reflects a lower need for managerial incentives, given the monitoring by controlling shareholders, or the latter’s willingness to extract private benefits of control. We argue in this paper that the former hypothesis prevails, so that regulators should abstain from increasing the level of enforcement of executive remuneration standards.     

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.     

Board size and corporate performance: the missing role of board leadership structure

Different arguments have been introduced in the literature both for and against large and small board sizes. In this context, empirical evidence regarding the impact of board size on corporate performance is less conclusive, which means that further study is needed. Contrary to previous work, it is hypothesized in this study that the relationship between board size and corporate performance is more likely to be confounded by board leadership structure. Econometric analysis provided strong evidence for the applicability of this hypothesis and demonstrated that board size positively affects corporate performance in the presence of CEO non-duality (board leadership structure that is split between the roles of the CEO and the roles of the chairman). Furthermore, board size is shown to have a negative influence on corporate performance in the presence of CEO duality (board leadership structure that assigns the roles of both CEO and chairman to the same person). This conclusion is robust to the use of different measures of corporate performance, control variables and econometric models. Thus, these findings cast doubt on most of the existing evidence that posits that either large or small board size is always the best alternative to be followed in all organizations.     

New perspectives on the governance of executive compensation: an examination of the role and effect of compensation consultants

We develop a multi-theoretic approach, drawing on economic, institutional, managerial power and social comparison literatures to explain the role of the external compensation consultant in the top management pay setting institutional field. Taking advantage of recent disclosure requirements in the UK, we collect data on compensation consultant use in 232 large companies. We show that consultants are a prevalent part of the CEO pay setting scene, and document evidence of all advisor use. Our econometric results show that consultant use is associated with firm size and the equity pay mix. We also show that CEO pay is positively associated with peer firms that share consultants, with higher board and consultant interlocks, and some evidence that where firms supply other business services to the firm, CEO pay is greater.     

An Examination of Socially Responsible Firms' Board Structure

This study investigates the structure of the board of directors at socially responsible (SR) firms. Using a sample of 394 SR firms and comparing these to a matched sample of firms, I find that SR firms have characteristics associated with effective board structures. For instance, SR firms have more outsiders and women directors, and less instance of CEO/Chairman duality than non-SR firms. Results are similar when using a continuous measure of social responsibility. Also, I document that SR firms have higher Governance Index scores than the matched sample. Overall, this suggests that a reason for shareholders' appeal in socially responsible firms and mutual funds may be because these firms have stronger governance mechanisms in place than do non-SR firms. In addition, it appears that effective governance structures are more likely to exist in firms that focus on a broad range of stakeholders, rather than in firms that have a strict focus on shareholder wealth maximization.     

双重委托代理下独立董事治理效应研究

为深入理解独立董事在双重委托代理关系下的治理功用,并为构建具有中国特色的公司治理结构提供理论借鉴,运用双重委托代理理论对独立董事治理效应进行分析,结果表明:一方面为监督CEO而提高董事会中独立董事比例,CEO会越不愿意与董事会共享公司内部信息,使得独立董事难以直接降低第1类代理成本;另一方面,为监督大股东侵占而必须进行的独立董事"独立化"有可能在抑制第2类代理问题的同时,削弱大股东治理机制的有效性,诱发严重的股东与经理层之间的利益冲突,间接增加第1类代理成本。     

Board leadership structure and diversity over CEO time in office: A test of the evolutionary perspective on Italian firms

An evolutionary perspective on CEO-board relations suggests that CEO objectives and interests change over time, and that board roles should shift accordingly, from CEO leadership development during the early stages of CEO time in office toward monitoring during the latest stages. This study examines how two board characteristics, board leadership structure and board diversity, shape innovation investment among Italian firms. Empirical results support the hypothesized effects, suggesting that the board’s effects are contingent upon CEO time in office.