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.     

Aufsichtsratsverflechtungen und ihr Einfluss

This article examines the development of executive compensation of the German DAX corporations from 2001 to 2006. A higher executive compensation requires an approval of the supervisory board. Accordingly, we investigate the social network of the board of directors of these companies and use several variables describing the structure of this network as covariates of the development of the executive compensation in a panel analysis. Fixed and time effects panel estimations imply that a rising number of executives in the supervisory board of other companies results in increasing compensation. By contrast, executive compensation decreases when the supervisory board of the respective company is controlled by a growing number of executives from foreign companies.     

Building the Complementary Board. The Work of the Plc Chairman

This article addresses the critical issue of board effectiveness, and in particular the conditions under which chairmen as well as other non-executives can make an effective and positive contribution to the strategic direction and control of companies. It is informed by qualitative interview-based research with chairmen, chief executives and non-executive directors in major UK companies which focused on the now typically separate role and work of the company chairman. The article argues that in the governance debate too much attention has been given to issues of board structure and composition to the neglect of issues related to the knowledge and motives of individual non-executives, and how their energies are combined in processes of board accountability. Drawing upon directors’ experiences, the article examines the bases that underpin and the positive potential of what are termed ‘complementary’ board relationships, through which a chairman can contribute directly to the performance of the chief executive, as well as create the conditions for other non-executives to contribute to the performance of the executive team. The article also explores the negative dynamics of what are termed ‘complimentary’ relationships between executives and non-executive directors and how these sometimes inadvertently come to weaken board accountability and create the conditions for an external crisis of confidence.     

权威董事专业性、高管激励与创新活跃度研究

通过我国A股上市公司2007年～2015年的数据, 实证检验了权威专业董事通过高管激励影响创新活跃度的逻辑链条.发现权威专业董事通过影响高管激励的结构与水平增强了企业创新的活跃度, 且不同类别的权威专业董事均能够产生积极作用.这种影响不仅促进了企业的实质性创新, 提升了企业的创新效率, 并使之具有可持续性.研究结论在对主要变量采取不同度量方式以及控制了内生性等因素影响的情况下依然成立.本文的研究结论拓展了权威专业董事职能发挥的途径, 增补了上市公司高管激励的经验证据, 同时, 为董事会治理有效性的识别提供了新的视角.对于当前企业高管创新激励机制的匹配性设计, 以及监管部门完善董事会治理规则具有一定的借鉴意义.     

高管权力与公司治理效率——基于国有上市公司高管变更的视角

本文基于国有企业的高管变更视角分析了高管权力对公司治理效率的影响.以2004 -2008年的国有上市公司为研究样本,实证发现:(1)总体上高管变更与公司业绩呈负相关,而高管权力的增强会降低其因业绩低劣而被强制性更换的可能性,表明国企高管的权力在高管变更决策中发挥了显著的职位堑壕效应;(2)发生了高管变更的公司其未来业绩有明显的提高,但这一促进效应仅在权力较小的高管被变更后出现,而权力较大的高管被变更后公司业绩并没有得到改进;(3)进一步的研究显示,政府控制层级的提升和制度环境的改善能够抑制国企高管的权力寻租行为.本文的研究结果有助于我们理解国有企业高管权力的经济后果,并为当前有关国企公司治理和高管选聘体制改革的政策导向提供了经验启示.     

How Independent,Competent and Incentivized Should Non‐executive Directors Be? An Empirical Investigation of Good Governance Codes

There is a commonly held conviction among governance scholars and practitioners that increasing the number of non‐executive directors may have beneficial effects on board practices. This view has gained momentum after each wave of scandals. Given the relevance of the issue in governance studies and practices, the aim of this paper is to investigate how independent, competent and incentivized non‐executive directors should be according to governance scholars and board best practices. To answer this question, we conducted a review of the literature on non‐executive directors. We then collected corporate governance codes developed worldwide at the end of 2005, and made a comparative analysis of their recommendations about the independence, the competencies and the incentives of non‐executive directors. Our results show that (i) non‐executive directors' independence is a commonly recommended governance practice, the meaning of which differs widely among countries; (ii) non‐executive directors' competencies and incentives are not considered a governance issue to be regulated in detail; (iii) agency theory and the search for appropriate board demography tend to dominate the recommendations of governance literature and codes. Our findings have implications for both research and practice.     

Wanted--seasoned veterans. Diamonds in the rough need not apply

Health care organizations looking for physician executives prefer seasoned veterans--doctors who have already done the job. They want job-specific experience. Most organizations do not provide training grounds and orderly career ladders for aspiring physician executives. The Permanente Medical Groups, Family Health Plans, and some very large group practices are exceptions, but, for the most part, rising medical directors in these organizations stay with them. Most hospitals are not large enough to have associate or assistant medical directors or an environment that could provide a training ground for rising physician executives. On the other hand, hospitals, larger group practices, health insurance companies, and managed care organizations provide ample opportunities for nonphysician managers to train, gain experience, and climb the ladders. How can the novice physician executive break into the world of management and begin establishing management credentials? The author provides some key steps that can lead to success.     

National Networks of Corporate Power: An Irish Perspective

This paper maps the network of interlocking directorships formed by the boards of the top 50 financial and 200 non-financial companies in Ireland. The Irish network is compared with those in ten countries, based on the same sample size and selection criteria as used in this paper, using the methods and theory of Social Network Analysis (SNA). Fundamental to the paper is the idea that the network of interlocking directorates is in some way structured, and not the result of random processes.Irish boards were found to have a relatively loosely connected network structure which is sparser and less dense than those of other countries. This is reflected in the relatively low percentage of multiple directors and the relatively fewer number of directorships per multiple director.In general, indigenous Irish public companies tended to be central in the network, while a disproportionately large number of foreign and private companies were isolated on the periphery. However, a number of foreign-owned companies were central to the network -- in particular, those which started as indigenous Irish companies which were subsequently taken over.When account is taken of the nature of the Irish economy and business, in comparison with that of the ten other countries, it is seen that the opportunities for company interlinking at board level in Ireland are relatively fewer. However, within these constraints, there is a thriving network of corporate power in Ireland.     

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.     

The determinants of top management pay

Agency theory argues that companies need to structure their top management pay so as to attract, retain, motivate, and reward senior executives. It is implicit in this literature that managers should be rewarded for performance and that company size should not be a significant determinant of compensation. Empirical evidence in many countries has concluded, however, that size is a major determinant of management remuneration and the pay-for-performance link is very weak. This study examines the determinants of senior executives’ remuneration and bonus payments in Hong Kong companies using recently available data. We examine both the level of pay and changes in pay. Corporate size is found to be a major explanator of remuneration levels and of changes in the pay of the CEO and executive directors. Accounting profitability is also a significant explanator of compensation. Performance, as measured by stock returns, has little or no statistically significant relationship with pay; in fact, some of the results show negative relationships. Some share ownership characteristics have influences on the levels of remuneration. In particular, share ownership by directors and share ownership by institutional investors moderate the compensation levels. In contrast, corporate governance variables have little association with change in pay. Overall, the results imply agency arguments that advocate pay-for-performance compensation schemes are not major factors in setting top management remuneration in Hong Kong.     

高管股权激励与大股东掏空抑制研究:大股东异质特征和制度情境的调节效应

在引入合谋薪酬的委托代理模型中,探究高管股权激励对大股东掏空的作用机制,通过数值模拟与规范分析,从收入效应、风险效应以及身份转换效应三个层面阐释高管股权激励对大股东掏空的影响路径,并以我国沪深A股2009年至2013年实施股权激励计划的上市公司为研究对象,运用面板回归分析发现:高管股权激励存在抑制大股东掏空程度的作用;在股权集中度低、控股层级高和两权分离度大,以及市场化程度低、国有性质和集团控股的公司中,高管股权激励对大股东掏空的抑制作用显著,成为有助于投资者保护的内部治理机制;准自然实验的PSM-DID方法稳健性检验也支持了研究假设,并且高管股权激励对大股东掏空在滞后两年的抑制效应显著。研究揭示了高管股权激励对大股东掏空的抑制作用及情境差异,这为从公司内外部治理机制提出抑制大股东掏空的政策提供了启示。     

通胀对高管的股权激励和工作努力策略的影响

股权激励能够使得公司与高管的共同利益最大化,并且解决由于信息不对称所产生的委托代理问题。高管不可观测的工作控制着公司股票价格。由于高管的真实财富受到市场通胀不确定性的影响,本文研究了通胀环境下,以风险厌恶和工作努力效率为特质的高管,在银行无风险资产账户、市场投资组合和公司股票间寻求最优配置以达到个人终端真实财富预期效用最大化。首先利用伊藤公式得到了高管的真实财富过程;其次利用动态规划原理构建了满足最优工作努力策略和股权激励问题的哈密尔顿-雅可比-贝尔曼(HJB)方程,并找到了解析解;最后对结果进行了数值模拟,并从经济学的角度分析了通胀风险对高管的股权激励和工作努力策略的影响。本文研究表明:由于通胀不确定性影响着高管财富的实际价值,当高管财富效用服从对数函数时,公司股票占高管个人财富的最优比例不受通胀风险影响,但是高管在市场投资组合的投资比例随通胀波动率的增加而下降,进而影响到高管对市场投资组合账户和银行无风险资产账户的投资比例。高管的财富效用服从幂函数时,对于长期契约,股权激励代表的长远共同利益引导着高管看好公司的发展前景,激励着高管付出更高水平的努力,此时通胀带来的货币贬值风险对高管...     

上市公司高层管理人员监控的有效性研究

政府作为国有企业的出资人和国有产权的代理人,将政府机构控股转移到国有企业控股,并通过法规和准则来加强公司治理,以此来提高对上市公司监控的有效性。由此,使用公司业绩作为上述2项措施发挥监控作用的替代变量,实证分析其对上市公司监控的有效性。研究结果表明,国有企业控股公司比政府机构控股公司更能监控高层管理人员;同时,高层管理人员的变更对公司业绩有较高的敏感性,但公司治理机制并没有对公司高层管理人员变更与公司业绩的敏感性产生重大影响。在我国,上市公司由于业绩欠佳而更换高层管管理人员时,对控股股东的激励比公司治理机制更重要。     

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.     

Interlocking directorships and firm performance in highly regulated sectors: the moderating impact of board diversity

Interlocking directorships are a pervasive element of the corporate landscape. Academic literature documents many examples of spreading business practices and strategic outcomes through this form of inter-organizational connectedness. Yet, the findings on the long debated relationship between interlocking ties and firm performance remain mixed. In this study, we provide an analysis of this relationship on the basis of a sample of UK-listed financial and utility companies across a 10 year period. Our findings provide support to the busyness hypothesis of interlocking and indicate that when used in excess, interlocking is likely to compromise the attention of directors on the focal company board. Moreover, in reconciliation of the competing views of the resource-dependence and agency theory, we propose a contingency-based model of interlocking with board diversity as a moderator of the baseline interlocking-firm performance relationship. Our results render support to the assertion that the potential for dissemination of ideas and innovations resides in the interlocking ties. However, boards need to be receptive to that knowledge exchange for this transfer to take place and this process may be facilitated by the level of and changes in board diversity. This study contributes to research into the consequences and implications of interlocking directorships and demonstrates that the search for the moderating and mediating variables represents a step in the right direction.     

Pay Dispersion and Executive Behaviour: Evidence from Innovation

Compensation packages are widely used to motivate top executives. Pay dispersion among a firm's executives, however, can be associated with the antithetic effects of social comparison and individual motivation, with unclear implications for the company. We focus on innovation activities, which represent an important channel through which pay dispersion can affect firm performance, and test our predictions by exploring innovative output as a function of executives’ pay dispersion in a panel of US firms. We find that executive pay dispersion acts as a double‐edged sword. On the one hand, the higher the dispersion in variable pay, the higher the innovation. On the other hand, the larger the dispersion in fixed pay, the lower the innovation. Results are robust to a number of tests, such as restricting the analysis to executives with direct responsibility for innovation projects and considering individual incentives in the form of cash pay.     

Improve Board Effectiveness: the Need for Incentives

Roberts, McNulty and Stiles (2005) focus on the attitudes and behaviours of non-executive directors in their recommendations for improving board effectiveness. This paper addresses the importance of providing incentives for non-executives in order to improve board effectiveness. It first points out that the current norms and practices in corporate governance suggest that, without strong incentives, non-executive directors are unlikely to become engaged in corporate governance, to challenge executive decision, and to remain independent of executive influences. It then proposes that, for non-executive directors to develop the attitudes and behaviors recommended by Roberts, McNulty and Stiles, it is important to require them own a significant amount of company stocks over a long period of time. It also addresses some concerns regarding the use of stock ownership to improve the effectiveness of non-executive directors in corporate governance.     

Board attributes and foreign shareholdings in Malaysian listed firms

This study examines the association between foreign shareholdings and several characteristics of board of directors in the context of a developing capital market. Using data of 777 listed firms on Bursa Malaysia for the financial year 2008, the study predicts that foreign shareholdings are positively related to board independence, multiple directorships, and financial literacy of the board of directors. The study finds a strong positive relationship between multiple directorships and foreign shareholdings. Contrary to our expectation, the association between board financial literacy and foreign shareholdings is negative and significant. With regard to the link between board independence and foreign shareholdings, we find weak evidence to support our prediction that there is positive relationship between board independence and foreign shareholdings. The multivariate results also show strong positive relationships between foreign shareholdings and number of foreign directors on boards, and between foreign shareholdings and audit quality. The study also documents a significant negative association between foreign shareholdings and firm size, and between foreign shareholdings and book-to-market ratio. The findings of the study supports the view that multiple directorships is an important asset to firms in emerging markets partly due to limited pool of potential talents and experts which in turn could signal reputational capital and quality of directors. Since there is a mandated presence of finance and accounting qualified director on the audit committee, foreign shareholders can somewhat rely on the oversight of audit committee instead of depending entirely on the board of directors for the quality of financial statements and financial reporting oversight. Finally, the presence of foreign directors on a board of directors may signal a firm’s commitment to adopt good corporate governance practices. It is also possible that foreign investors can influence corporate governance through their participation on the board of directors.     

Executives’ Views of Factors Affecting Governance Change in a Not‐for‐Profit Setting

Knowing the factors that executives deem critical to governance change can improve our understanding of how such changes come about and can help us evaluate those changes. Interviews with business and finance executives at 11 colleges reveal the importance to governance change of chief executive and board member leadership and interactions, as well as executive communication style. Costs are clear constraints to action, particularly since benefits are not quantified and are difficult to describe. Efforts to discuss governance with internal stakeholders require persistence to overcome narrow, individualized concerns. Communication about governance to external stakeholders is rare and represents a missed opportunity for stakeholder feedback and the development of trust. Executives appear willing to adopt governance forms without considering the idiosyncrasies of their institutional field, limiting the working definition of governance and its potential. For corporations and not‐for‐profit enterprises these findings hold implications for the context in which leadership is exercised and the shape of governance structures. They also pose a fundamental ethical dilemma for leaders to address.