Idiosyncratic volatility,executive compensation and corporate governance: examination of the direct and moderate effects

Entrenchment of private benefits by the CEO or dominant owners can lead corporations to avoid riskier but more private benefits resulting in greater idiosyncratic volatility and information flow trading. Using a unique database of 806 listed firms, we investigate the impact of CEO compensation and corporate governance on idiosyncratic volatility and information flow trading. We find strong and robust evidence that equity-based (fixed income) CEO compensation is negatively (positively) related to volatility and information trading. Incorporating an agent principal–principal perspective into our models of managerial discretion provides us with an accurate prediction of how the proportion of CEO compensation and the degree of entrenchment will influence risk-taking decisions as well as how equity-based compensation interacts with related-party transaction and ownership dispersion to influence stock volatility. Finally, we find that idiosyncratic volatility and information flow trading are also affected by CEO compensation and corporate governance, which act as instrumental variables, while subject to environmental variants and the jointly determined.     

Comparative and International Corporate Governance

Abstract

In this article, we examine the state of the art in comparative and international corporate governance by identifying the key research questions, main concepts, and paradigms of explanations of cross‐country diversity in corporate governance. First, we discuss the multiple definitions of corporate governance across disciplines and explore how this multi‐dimensional nature of corporate governance posses challenges when making cross‐national comparisons. Second, we review existing comparative research on corporate governance and highlight some of the main characteristics of comparative analysis. Third, we analyze how comparative corporate governance has been understood from four different scholarly perspectives: economics and management, culture and sociology, legal, and political paradigms. We conclude from this third section that future research should make an effort to better integrate cross‐disciplinary paradigms. Fourth, we investigate what insights these four perspectives bring to understand change and stability better in two particular governance dimensions: corporate ownership and the role of labor in comparative corporate governance. Finally, we conclude the article with some forward looking suggestions regarding (1) how different perspectives of corporate governance can be more effectively integrated by adopting case‐based, historical, and actor‐centered forms of institutional explanations and by (2) discussing the current U.S. corporate governance system, frequently seen as the “best practice” model.     

企业现金持有量影响因素的实证研究——来自我国上市公司的经验证据

20世纪90年代末,国外企业出现持有大量现金与现金等价物的现象,为什么企业持有大量的现金与现金等价物,以及企业持有现金的后果等问题,逐步得到国外学者的关注而成为一个研究的热点,国外学者主要从权衡理论、信息不对称理论、公司治理机制,以及投资者的法律保护程度等方面展开现金持有量的研究.由于我国的经济与制度环境同国外有很大差别,我国证券市场的发展处于一个转型时期,内部人控制严重,资本市场还不完善,国外的实证结论直接移植到国内缺乏说服力.上市公司现金持有量的影响因素也逐步得到国内学者的关注,但我国的研究还处于起步阶段.本文在理论分析与文献梳理的基础上,以我国部分上市公司为样本,检验了我国上市公司的特质性因素和公司治理机制对公司现金持有量的影响.研究结果表明,公司现金持有量与财务杠杆、银行性债务、净营运资本负相关,与公司的投资机会正相关,权衡理论和优序融资理论得到了经验支持;国有股、董事会规模、股东保护程度与现金持有量负相关;经营者持股与现金持有量正相关;股权集中度、独立董事、以及领导权结构并没对公司现金持有量产生显著影响.本文从现金持有量的角度为我国上市公司治理的不完善性提供了证据,需要我们从股权结构、董事会特征等方面进一步完善公司治理机制,规范公司的现金持有行为.     

Institutional logics and the decision-making process of adopting corporate governance at a cooperative organization

We aim to investigate the decision process leading to the adoption of corporate governance practice at a cooperative. This paper expands current knowledge by presenting the institutional logics approach as a complement to decision-making process studies. Literature on the decision process grounds the investigation, supported by corporate governance and agency theory. We draw on oral history for collecting and analyzing data from documents, observation and interviews related to the decision process. A total of 19 interviews were conducted with members and employees of the cooperative. We used the Atlas TI software to organize the data and then subjected them to content analysis, based on the historical analytical method. By demonstrating how logics are a basis for the adoption decision, the paper provides evidence of how hybridization operates as a mechanism for balancing actors’ demands in response to contrasting institutional pressures or expectations. In addition, we provide recommendations to management with respect to corporate governance decisions.     

The substitution of governance mechanisms in the evolution of family firms

This paper examines how family firms substitute corporate governance with family governance and self-governance at different stages of their development. We argue that the types of agency problems that family firms face as they pass from one generation to the next determine the extent to which these mechanisms can be used as substitutes for one another. Our empirical investigation provides evidence that in the early stages of a family firm's life cycle, instruments of self-governance lessen the need for mechanisms of corporate governance, whereas in the later stages, instruments of family governance can substitute for mechanisms of corporate governance.     

A cyclical view of the relationship between corporate governance and strategic management

The vast majority of research on the relationship between corporate governance and strategic management focuses on the impact of corporate governance on strategic management. In this article we propose a cyclical model, highlighting that strategic decisions can also affect corporate governance through shaping firm ownership structure. We discuss the impacts of strategic decisions on firm ownership structure and corporate governance in the contexts of publicly traded firms, private firms, and the privatization of state-owned enterprises. We hope that our cyclical model can promote researchers to develop a more complete view about the relationships between strategic management, ownership structure, and corporate governance.     

Workplace trust as a mechanism of employee (dis)advantage: The case of employee socioeconomic status

Early work on trust in social science highlighted how the lack of trust between individuals can cause social division, contribute to social stratification, and reduce economic opportunities for people from all social groups. We integrate this work with organizational research on antecedents of trust to generate predictions explaining when and why low employee socioeconomic status (SES) can be a barrier to trust. We discuss how this process can impair the success of both organizations as well as their lower-SES employees. We present a model, and data, suggesting that lower-SES employees will be both more distrusted as well as more distrustful relative to their higher-SES colleagues. This, in turn, locks them out of potentially advantageous social and economic exchanges. Our theory adds precision in detecting when and why lower-SES employees face barriers to success in organizations, as well as provides a blueprint for studying the impact of trust on socially disadvantaged groups in organizations.     

公司治理、控制权性质与审计定价

借鉴Simunic的审计定价模型,构建关于审计定价影响因素的多元线性回归方程,并以沪深两市上市公司2007年数据为研究对象,对股权结构、公司治理与审计定价之间的关系进行实证检验.研究结果表明,总体而言,公司治理因素对中国上市公司审计定价的解释力有限,说明中国会计师事务所在决定审计收费时对被审计单位的公司治理因素考虑较少.具体而言,终极控制人为政府的上市公司审计费用较低,股权集中度、管理层持股比例与审计定价之间大体上呈U型关系,即股权适度集中和管理层适度持股最有利于降低审计定价,进一步的研究发现,管理层持股比例与审计定价的U型关系仅存在于非国有控股公司样本中.研究还发现,中国会计师事务所在确定审计费用时会结合公司控制权的性质考虑风险因素时审计定价的影响.     

Unintended agency: Impression management support as a trigger of institutional change in corporate governance

In this paper we describe an emergent process of institutional change in which institutional entrepreneurs are unintentional contributors to the change process. Our theory suggests how change in the predominant institutional logic of corporate governance at public U.S. companies resulted not from deliberate attempts by corporate leaders to change the criteria by which governance is evaluated, but from the cumulative efforts of top executives to provide “impression management support” (IM support) for individual leaders of other firms. We first discuss how IM support has spread among corporate leaders through generalized social exchange. Then we suggest how individual leaders, in seeking to persuade journalists about the quality of corporate leadership at particular other firms, tend to invoke evaluative criteria that deviate from the prevailing institutional logic of governance. We further suggest how the rhetoric of IM support instigated a cascading social influence process that has contributed to changing perceptions about corporate governance among a broad range of other corporate stakeholders. We discuss the implications of our model for sociological perspectives on corporate governance and the corporate elite. Finally, we consider how the occasional negative commentary by corporate leaders about their peers, in combination with IM support, helps to sustain the credibility of the social system in which leaders, journalists, and other information intermediaries operate.     

基于联立方程模型的公司治理溢价研究——兼谈如何检验公司治理评价指标的有效性

公司治理溢价研究可以揭示公司治理与企业价值之间的互动机理,不仅有助于深化和丰富公司治理理论,为上市公司优化公司治理指明方向和重点,而且有助于投资者全面评估企业价值.而对公司治理的客观评价是公司治理溢价研究中的关键问题,本文在以往研究成果基础上,以上证公司治理板块的评选结果为参照样本,给出了检验公司治理评价指标有效性的科学方法,进而验证了以DEA方法构建的公司治理效率值指标的有效性;在此基础上利用联立方程模型对公司治理溢价进行研究,解决了公司治理与企业价值之间可能存在的内生性问题;以2007年中国沪市578家A股公司为样本对联立方程模型进行估计.结果表明,中国股票市场存在公司治理溢价,公司治理效率值每增加0.1,流通盘市场附加值就会有37.2%的溢价.     

Corporate governance and stakeholder conflict

The stakeholder management literature is dominated by the ‘shareholder value’ and ‘inclusive stakeholder’ views of the corporation. Each views the governance problem in terms of inter-functional conflicts between stakeholder groups, such as between investors and managers or managers and employees, and rests on the assumption of an idealized corporate structure characterized by the separation of ownership from management. Our review of corporate governance and stakeholder conflict shows that such functional-based characterization is too simplistic and fails to account for important intra-functional conflict. Through a comparative review that considers managerial, stakeholder and family systems of governance, we demonstrate that, while the modality of conflict varies by system, substantial intra-functional conflict is endemic to each. We integrate the findings of the agency and comparative stakeholder theories of corporate governance to offer an authority-based framework with three different governance structures that offers complementary insights into stakeholder conflicts. Thus, our study highlights the important, but often neglected, intra-stakeholder type of conflict in various organizations and provides a basis for understanding their various manifestations and consequences under the different systems of governance.     

政府行为、股权安排与公司治理的有效性——基于盈余质量视角的研究

本文以我国2000至2005年期间A股上市公司为研究对象,探讨在政府控制的特殊经济环境下,股权安排对会计盈余质量的影响,试图从会计契约角度对公司治理有效性做出新的诠析。本研究发现,控股股东对盈余质量的影响是非线性的,而第二大股东则对控股股东的壕沟防御效应起到有效的遏制作用。研究还发现,在政府行政干预力度加大和内部人利益侵害行为加剧的双重推动下,国有上市公司财务报告质量将进一步被降低。     

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。     

Beyond the Disciplinary Role of Governance: How Boards Add Value to Spanish Foundations

Due to the significant role of non‐profit organizations in the development of modern societies, these organizations must adjust their boardrooms. Since traditional theories of corporate governance appear to be limited in explaining the changing non‐profit world, we propose an extended model of governance that integrates the traditional arguments of agency theory with a cognitive dimension. Based on a sample of Spanish foundations, we present evidence on the effect of the board composition on foundations' organizational efficiency. We show that board size and independence do not have a definitive effect on the entity's efficiency. Instead, the knowledge diversity inside the boardroom and the active character of trustees have a positive influence on resource allocation. The cognitive dimension of the extended model of governance is critical to explaining how boards impact on organizational performance.     

Board governance of Strategic Change: An assessment of the literature and avenues for future research

Boards of directors play a central role in governing corporate strategic change. We systematically review corporate governance research on strategic change published over the past 40 years, differentiating between strategic change types and board characteristics. We identify three developments: a focus on specific strategic change types, board composition and structure, and North American listed firms as a dominant study context. Yet, our analysis of the literature shows that research on board governance of interrelated strategic changes, on different board roles and behaviour, and on the governance of strategic changes across different contexts remains underdeveloped. To address these research gaps, we suggest three future research avenues: (1) examining how boards govern interrelated changes in a strategic change portfolio and its evolution over time; (2) studying the mediating relationship between board governance (particularly different board roles and behaviour), strategic changes, and corresponding outcomes; and (3) gaining a better understanding of the role of context in board governance of interrelated strategic changes. We contribute to corporate governance research by developing a framework that synthesizes extant research on the relationships between different board governance variables and strategic change types, highlights important research gaps, and outlines several future research directions to address these gaps. Our framework and literature overview serve as analytical tools to examine whether boards are well-designed and prepared to govern multiple and interrelated strategic changes.     

Older and Wiser: How CEOs’ Time Perspective Influences Long‐Term Investments in Environmentally Responsible Technologies

Most theories of corporate governance argue that chief executive officers (CEOs) take less risk as they near the end of their career, and therefore are less likely to make major investments. This prediction is based on decisions related to firm‐specific benefits; however, it may not be generalizable to decisions that involve broad societal goals. In terms of societal investments, CEOs with a longer time perspective may be more likely, rather than less likely, to invest. In this paper, we argue that a CEO's future time perspective is fostered by shorter career horizons, longer tenures, higher organizational ownership and less short‐term compensation. We test these hypotheses on 150 observations from the US investor‐owned electric power generation sector over a three‐year unbalanced sample (64.3% of the population). We applied random‐effects generalized least squares (GLS) estimations to test our hypotheses, and found support for three out of four hypothesized relationships.     

Does strategic corporate performance depend on corporate financial architecture? Empirical study of European,Russian and other emerging market’s firms

Performance of the firm depends on its structural dimensions: capital structure, ownership structure and corporate governance. Their interactions are known as corporate financial architecture according to S. Myers. In this paper we analyze financial architecture which is a mix of ownership structure, capital structure, control and board’s composition, and therefore, provides the given framework for improving corporate performance. We contribute to the literature by different attributes of our study. In contrast to most empirical papers on performance, we develop integrated rather than segmented approach combining the intrinsic components of corporate financial design in one research model. We introduce new variable to capture the structure of ownership for the purpose of performance analysis. Our third contribution is based on comparative analysis of the influence of financial architecture over corporate performance in rather different capital market environment: developed European and emerging (developing) capital market’s countries. We start with a classic empirical model of the impact of ownership structure, capital structure and other components of financial architecture on the corporate performance. Further we verify the validity of exogenous nature of key variables of the classic model when applying it to companies in developed and emerging market environment. Our results could have some important policy implications for the firms in normal economic environment as well as in the period of global economic crisis. We found that the higher proportion of related ownership which indicates investors with significant voting power and the board’s composition affect firm performance positively. The related shareholders and independent directors seem to add more value to firms while the impact of government ownership differs depending on the country. The emerging market’s sample versus the one from developed countries proves the stronger influence of corporate financial architecture over performance.     

The research frontier in corporate governance

In this paper we attempt to identify the research frontier in corporate governance using three different approaches: (1) what challenges does the financial crisis 2007–2009 pose for corporate governance research? We show that the financial crisis is a huge natural experiment which has exposed gaps in our knowledge of corporate governance and is likely to lead of a rethink of central concepts like shareholder value, debt governance, and management incentives (2) what do we know and what do we need to how about the impact of national institutions on corporate governance? (3) What research questions are raised by a focus on current corporate governance practices?     

Interorganizational Trust: Origins,Dysfunctions and Regulation of Rigidities

This conceptual paper extends research on the downsides of developing trust to partners in interorganizational relationships. The idea developed captures that, although interorganizational trust generates benefits, a parallel process also produces undesired rigidities. Firms' flexibility in meeting a changing environment may thus be hampered rather than enabled by the created interorganizational relationship. First, we theorize on the micro‐processes of how and why such rigidities develop already at low levels of trust and accumulate in parallel to the positive trust effects as trust builds stronger over time. Second, we propose that the trust dysfunctions can be distinguished and moderated separately from trust benefits. In doing so, we identify and discuss the moderating potential of a set of handling tactics when trust develops rigidities in the relationship: competing, accommodating, avoiding, collaborating and compromising tactics. We discuss implications in relation to research on trust, inertia and interorganizational governance.