CAPITAL,LABOR, AND THE FIRM: A STUDY OF GERMAN CODETERMINATION

Under the German corporate governance system of codetermination, employees are legally allocated control rights over corporate assets through seats on the supervisory board—that is, the board of nonexecutive directors. The supervisory board oversees the management board—the board of executive directors—approves or rejects its decisions, and appoints its members and sets their salaries. We empirically investigate the implications of this sort of labor participation in corporate decision making. We find that companies with equal representation of employees and shareholders on the supervisory board trade at a 31% stock market discount as compared with companies where employee representatives fill only one‐third of the supervisory board seats. We show that under equal representation, management board compensation provides incentives that are not conducive to furthering shareholders' interests, possibly because labor maximizes a different objective function than shareholders. We document that, under equal representation, companies have longer payrolls than their one‐third representation peers have. Finally, we provide evidence that shareholders respond to the allocation of control rights to labor by linking supervisory board compensation to firm performance and by leveraging up the firm. (JEL: G32, G34)     

The influence of top management corporate networks on CEO succession

We analyze empirically how supervisory board members with multiple directorships affect the decision to hire an inside or outside CEO successor. While a growing number of both theoretical and empirical studies analyze the influence of corporate performance and size or the ownership structure on this decision, the role of multiple board memberships within the CEO recruitment process has been widely neglected so far. The present study is based on panel data of the largest German companies covering the period from 1996 to 2008. Applying competing risk estimations we find a weak and positive association between the number of external directorships of the supervisory board members and internal CEO replacements. Distinguishing between different groups of external board positions, we find that external executives on the supervisory board increase the likelihood of external CEO replacements. In line with empirical findings for the US we argue that external executives improve the assessment of potential CEO successors leading to more outside CEO replacements. In contrast, we find evidence that external supervisory board mandates of the supervisory board members cause more internal CEO replacements. This finding indicates a substitution of external expertise of the executives by multiple supervisory board mandates but could also reflect a reduction of the monitoring intensity of the supervisory board.     

Board compensation and ownership structure: empirical evidence for Italian listed companies

This paper investigates the relationships among corporate ownership, the level of board compensation, and firms’ future performance within Italian listed companies. Board compensation could be related to corporate ownership characteristics, like the type of controlling shareholder, ownership concentration, the separation between cash flow and voting rights, and the presence of shareholders’ agreements. The evidence of high levels of board compensation associated with certain governance characteristics could signal, in a principal-agent framework, rent extraction by entrenched managers or by controlling shareholders versus minority shareholders; high board compensation, however, could be related to the need to hire directors with higher professional standing and also to the desire to create a network with other companies through the enlargement of the board, according to a social network view. In this paper we disentangle this issue showing the relationship between excess board compensation and future performance: examining firms listed on the Milan Stock Exchange over the period 1995–2002, we show that board compensation is linked to many governance characteristics, but excess compensation is never positively related to future performance. For founder family firms, in particular, high board compensation is associated with (a) smaller board size; (b) higher proportion of family members on the board; (c) lower future performance. The whole evidence therefore doesn’t support the hypothesis suggested by the social network view, but is consistent with a rent extraction hypothesis. These results could add new empirical evidence to the recent debate on the need for global remuneration reform. According to our results, some control mechanism and an increase in transparency of executive compensation schemes could be appropriate.     

Determinants of voluntary executive stock option disclosure in Brazil

This study investigates whether the governance attributes of Brazilian companies are associated with voluntary executive stock option (ESO) disclosure. Results show that Brazilian companies voluntarily disclose very little about their ESO plans, and that board size, presence of a compensation committee, and auditing by a Big 4 firm are significantly related to the degree of voluntary ESO disclosure. We also show that family-controlled companies in Brazil are associated with low voluntary ESO disclosure. Results are robust to a number of specification tests, dependent and explanatory variable measurements, and sample composition. This study has professional and regulatory implications for Brazil and other emerging capital markets. The results underscore the need for stricter rules for executive compensation reporting in Brazil, and they invite policy makers and regulators in emerging markets to consider the effects of company-level governance factors on disclosure incentives.     

民营上市公司高管人员报酬的决定因素研究

高管报酬的确定并非单纯的技术设计,而是与财务、公司治理机制密切相关的整体.以2002年～2004年深、沪两市的224家民营上市公司为样本,采用面板数据处理方式,实证检验企业绩效、治理机制与高管报酬的相关性.实证结果表明,中国民营上市公司的企业绩效与高管报酬正相关,内部股东比例与高管报酬正相关,外部董事比例与高管报酬负相关;民营上市公司的内部股东比例越大反而带来更高的高管报酬水平,二者之间存在互补关系,说明中国民营上市公司中存在大股东对高管层的赎买行为;外部董事的治理机制可以有效地解决高管层的内部人控制问题,降低代理成本,表明董事会在民营上市公司治理中发挥着重要的战略参与作用.     

董事会非正式层级与高管薪酬契约有效性

董事会治理是影响高管薪酬契约有效性的关键,已有研究主要从董事会结构层面展开,缺乏对董事会内部运作机制与高管薪酬契约有效性关系的具体分析。基于董事权威不平衡性的治理效应视角,系统考察了董事会非正式层级与高管薪酬契约有效性的逻辑关系及其作用机理,得出了一些具有重要价值的结论,主要包括:1.董事会非正式层级对高管薪酬业绩敏感性具有显著的负向调节作用,且主要体现在业绩下滑的样本公司中,表明董事会非正式层级对高管薪酬契约的影响主要体现在公平性和风险匹配性方面。2.只有当最高层级董事身份为独立董事时,董事会非正式层级对高管薪酬业绩敏感性具有显著的负向调节效应。3.董事会非正式层级增强了高管薪酬的行业和地区薪酬敏感性,进一步验证了董事会非正式层级的社会公平效应。论文的研究为从微观运作层面理解董事会治理和高管薪酬契约有效性提供一种新的视角和结论,对于优化董事会治理和提高高管薪酬契约有效性等均具有重要借鉴意义。     

The cost of CEO duality: Evidence from French leadership compensation

This paper aims to provide a detailed analysis of the relationship between board leadership structures and executive compensation. According to agency theory, the combined position of CEO and Chairperson of the Board (COB) entails greater compensation for the CEO in order to reduce conflicts of interest. In the literature, combined board structure is generally considered to generate additional costs for companies. However, the choice of two separate structures implies the payment of incentive compensation for the COB in addition to that defined for the CEO. This paper investigates the financial cost of duality when compensation packages are set for both leaders. Our results suggest that although combined board structure is associated with higher incentive compensation for the CEO, the overall compensation cost to the company is no higher when the chairperson's compensation is considered.     

The Importance of Compensating Strategic Network Board Members for Network Performance: A Contingency Approach

Firms in government‐supported strategic networks tend to rely on professional network board members for support and assistance. As such, two significant issues arise: should board members be compensated and under which circumstances is compensation more – or less – effective for network performance. Based on yearly panel data from 53 government‐supported strategic networks of small‐ and medium‐sized enterprises over a five‐year period, this study examines the effects of compensating network board members. Advocating for a contingency approach, we combine the agency and stewardship literatures to posit that the effects of compensation are moderated by contingency factors that stimulate either an agency or stewardship relationship between the network board and the networking firms. Our findings indicate that significant funding, network firms represented on the network board, and top‐down network formation stimulate board members to become agents rather than stewards. This therefore explains the higher effect of board member compensation under such conditions.     

Personelle Unternehmensverflechtung und Vorstandsgehälter

Personal linkages between the biggest German corporations is subject to a special survey by the Monopolies Commission every two years. We use linkage data ranging from 2000–2006 to examine the impact of personal linkage on the compensation of management board members. The empirical analysis reveals a positive relation between compensation of management board members and the amount of corporation-linkages by additional supervisory board mandates of members of the management board. At the same time, the performance of the sending firms has no influence on the likelihood to receive further supervisory board seats.     

Determinanten der Vorstandsvergütung

Using a novel, hand-collected data set covering all German non-financial firms listed in the Prime Standard of FWB (Frankfurt Stock Exchange), we examine determinants of executive compensation in German listed firms. We distinguish three potential determinants: firm characteristics, firm performance, and corporate governance characteristics. While we find that simple firm characteristics like size and industry affiliation together with time effects explain more than 60 % of variation in overall compensation, performance characteristics are economically inconsequential for the explanation of compensation levels. When we distinguish between widely held firms and firms with a large blockholder, we find that the latter grant compensation packages that are smaller, less sensitive to the firm’s stock market performance but more sensitive to the firm’s operating performance. Finally, we confirm that supervisory board characteristics also affect the level of executive compensation in German firms. Overall, our findings suggest that although the corporate governance environment in Germany has changed dramatically during the last decade, German listed firms are still exposed to high agency costs.     

中美两国上市公司高管薪酬决定因素比较研究

选取中国深沪两市1999年到2003年4 430家上市公司和美国纽约交易所1999到2002年6 907家上市公司进行实证比较,在确定了中国上市公司高管薪酬的主要决定因素的基础上,与美国上市公司高管薪酬进行比较.结果表明,公司规模、公司绩效、股权特征是决定高管薪酬的主要因素;它们对于两国上市公司高管薪酬的影响是有区别的;探究了造成这种差异的原因并提出了对于中国上市公司高管薪酬政策设计的指导性建议和以后研究的方向.     

Managers as Monitors: An Analysis of the Non‐executive Role of Senior Executives in UK Companies

An important aspect of current governance practice is the use of non‐executive directors to monitor the behaviour of company management. This paper examines the extent to which senior executives are utilized as non‐executives in large UK companies. The results suggest that executive directors are not an important source of non‐executive directors. The average number of non‐executive directorships held by each executive is 0.22. Indeed, 85% of executives hold no additional directorships. The holding of non‐executive directorships is positively related to the strength of board monitoring in the executive's company, executive tenure and company size. Executives in companies with greater growth opportunities and operating in regulated industries are less likely to hold non‐executive directorships.     

The Market for Non‐Executive Directors: Does Acquisition Performance Influence Future Board Seats?

This paper investigates whether non‐executive directors associated with good (bad) board decisions are subsequently rewarded (penalized) in the market for directors. This question is addressed by assessing whether the post‐acquisition performance of acquiring companies influences the number of non‐executive directorships that non‐executives involved in these acquisitions hold subsequent to the acquisition. We find that non‐executives on the boards of acquirers that increase (omit or cut) their dividend subsequently hold more (fewer) non‐executive directorships in listed companies. Our findings suggest that the non‐executive labour market is efficient and rewards (penalizes) non‐executives for good (bad) acquisitions.     

The role,power and influence of company chairs

This paper develops an analytical framework to depict the heterogeneity that characterises the role of board chair and demonstrate the potential variability in how chairs operate boards and exercise power and influence on strategy, control and resource related tasks at board level. Theories of power and influence, as applied to top management teams and boards of directors, are explicated within the context of contemporary governance practices that are establishing the role of the board chair as distinct to that of the chief executive officer. Specifically, the paper maps sources of power and varying contemporary chair practices, including chair nomenclature (i.e. executive vs. non-executive chairs), chair origin (insider vs. outsider) and chair time (full-time vs. part-time). A number of theoretical chair-power models emerge from this analysis and are subject to empirical analysis using data collected from 160 chairs of 500 FTSE-listed companies. Theoretically and empirically, the paper complements structural approaches to studying boards with attention to behaviour on boards. By linking board structure, board process and the exercise of influence, the study reveals both differences amongst chairs in how they run the board, but also that chairs’ differ in the influence they exert on board-related tasks. Full-time executive chairs exert their greatest influence in strategy and resource dependence tasks whereas part-time, non-executive chairs seem to exert more influence over monitoring and control tasks.     

高管薪酬行业差异的实证分析

为什么高管薪酬具有行业差异,高管薪酬与哪些行业特征因素有关?本文以2001-2008年沪深两市非金融类上市公司为样本,对这些问题进行了实证分析。结果表明,产品市场竞争、资产专用性、盈利性、企业规模以及财务风险是影响行业高管薪酬的行业特征因素,在产品市场竞争越激烈、资产专用性越高、盈利性越好、企业规模越大以及财务风险越高的行业,高管获得的薪酬越高。成长性、经营风险、代理成本、技术水平等行业特征因素对行业高管薪酬没有显著影响。     

高管持股、高管的私有收益与公司的并购行为

探讨公司高管发动的并购行为与谋取个人私有收益行为之间的关联性,并尝试从高级管理层的私有收益角度对公司高管的并购行为进行研究.基于代理成本理论及中国高管薪酬管制和公司并购的特殊制度背景,以1999年～2007年全部A股上市公司为样本,采用固定效应回归、随机效应回归和分层回归的实证方法,得到一些重要结论.实证结果表明,中国上市公司并购已经成为高管谋取私有收益的机会主义行为,通过发动并购行动高管获得更高的薪酬和在职消费,而高管发动并购事件谋求在职消费的私有收益动机最为明显.通过分层回归还发现,目前中国的制度环境下管理者持股水平虽然相对较低,但这一股权激励的确能够适当缓解高管以谋取私有收益为目的而发动毁损股东价值的并购行为.     

Effects of Executive Characteristics and Venture Capital Involvement on Board Composition and Share Ownership in IPO Firms*

Combining the agency perspective, resource‐based view and upper echelon research, this paper examines factors affecting board selection and share ownership in initial public offerings (IPOs). In line with socio‐cognitive and behavioural research, it shows that board independence, cognitive capacity and the incentives of non‐executive directors are negatively associated with the experience and power of executive directors, and that large‐block share ownership is positively associated with the intensity and diversity of non‐executives' experience. However, the retained equity by venture capitalists negatively affects board independence and non‐executive directors' interests. The paper suggests a number of avenues for a future contextual analysis of the board development process in ‘threshold’ firms.     

控股股东两权偏离、董事会行为与企业价值:基于中国民营上市公司面板数据的比较研究

论文对2002-2004年中国民营上市公司的董事会行为与公司价值之间的关系进行了实证研究.在根据面板数据本身的特征选择适宜回归技术的基础上,通过研究发现,在通过家族控股上市而形成的民营上市公司中,年度内董事会会议次数对企业的市场价值有显著的正向影响,而在通过兼并重组取得控股地位的民营上市公司中,这种影响并不显著;在考虑控股股东现金流权与投票权分离程度的调节作用后发现,随着控股股东现金流权与投票权分离程度的提高,年度内董事会召开会议次数的增加有利于企业市场价值的增加.同时,本研究通过比较不同回归方法的结果还发现,如果不注意控制面板数据本身可能存在的非观测因素的影响,就可能会得出虚假的结论,这启发我们在对面板数据进行分析时,一定要审慎选择具体的回归技术,而不能简单地直接选择OLS方法.     

公司治理机制互动的实证研究

解决公司中的委托代理问题和有效监督管理层需要各种治理机制共同发挥作用.利用2002年～2005年中国上市公司的平衡面板数据,研究大股东股权竞争、董事会构成、经营者股权激励和监事会行为4种公司治理机制的互动关系.实证结果显示,大股东股权竞争与董事会构成之间存在替代效应,大股东股权竞争与经营者股权激励、董事会构成与监事会行为之间存在互补效应,这表明中国上市公司的治理机制关系呈现出复杂的特性.这一研究结论为继续深化中国的公司治理改革提供了经验证据,提高公司治理水平需要理顺各种公司治理机制的关系.实现治理机制的协同发展.