经理才能、公司治理与契约参照点——中国上市公司高管薪酬决定因素的理论与实证分析

本文沿着中国企业激励制度市场化改革和全球公司治理趋同这两条主线,基于超越最优契约范式的市场配置视角、经理权力视角以及契约订立过程中的参照点效应,提出了关于中国上市公司高管薪酬决定因素的三组理论假设。基于502家上市公司2001至2006年平衡面板数据的实证研究显示,高管薪酬水平的上升反映了市场对经理才能日益增长的竞争性需求,但旨在约束经理权力、构架完备的公司治理机制并未发挥有效作用。此外,国际同行的薪酬基准对中国公司的高管薪酬决策具有参照点效应,这种薪酬设定过程中存在的参照点效应因薪酬委员会的存在而被放大。     

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.     

The Effect of Board of Directors’ IT Awareness on CIO Compensation and Firm Performance

Chief information officers (CIOs) play increasingly strategic roles in firms in this competitive global economy, which is now largely powered by information technology (IT). However, research has shown a lack of board of directors’ oversight on CIO‐ and IT‐related issues. Drawing on agency, resource dependence, and alignment theories, we investigate the effect of board of directors’ IT awareness on CIO compensation structure and firm performance. We conduct cross‐sectional time series analyses of data collected from various sources. Our study underlines three important findings. First, we show that some commonly known executive compensation determinants, such as individual characteristics and governance structure, do not have significant effects on CIO compensation structure. Second, with regard to CIO compensation structure, firms respond to increasing information asymmetry differently according to the level of IT awareness of their boards. Finally, firms perform better when their boards have higher levels of IT awareness, and this positive effect of IT awareness is considerably larger in IT intensive industries. Overall, our study provides empirical support for the important role of boards’ IT awareness in shaping CIO compensation and improving firm performance. Our results suggest that boards with functional area knowledge—or higher IT awareness in this case—can more effectively monitor and better incentivize executives, and consequently lead to better firm performance.     

The value of a firm’s engagement in ESG practices: Are we looking at the right side?

Firms allocate many resources to environmental, social, and governance (ESG) issues and to growth options as if they were independent sources of value. Challenging this view, this paper explores the interplay of a firm's engagement in ESG practices and growth options in determining its total value. We draw upon real options reasoning to explain how ESG practices can carry two opposite (trust-enhancing and risk-reducing) forces, driving an inverted U-form relationship between ESG performance and growth options value. Moreover, we argue that ESG performance and growth options are likely to build substitutive insurance mechanisms which might exert a negative moderating effect of growth options on the relationship between ESG performance and a firm's total value. Empirical analyses of ESG scores and growth options values on a panel of U.S. firms from 2009 to 2018 provide substantial support for our hypotheses. Our results show that the inverted U-form relationship between ESG performance and growth options value becomes stronger for the environmental and social pillars. Our evidence on the moderating effect of growth option values also provides valuable insights for interpreting prior conflicting empirical evidence on the association between ESG performance and a firm's total value.     

CEO Incentives,Takeover Protection and Corporate Innovation

This study examines the effects of CEO equity‐based compensation and anti‐takeover provisions on corporate innovation. Using a large sample of US firms over the period 1996–2014, we find that long‐term incentives have a stronger influence on innovation when combined with takeover threats. We also show that equity‐based compensation is more likely to spur innovation for small firms and firms in industries with high product market competition and innovation pressure. However, this effect is somewhat weaker in the presence of anti‐takeover provisions, suggesting that takeover protection encourages managerial shirking even when external competition is high. Finally, in addition to the existing evidence on the valuation effect of CEO equity‐based compensation, we identify innovation as an important channel through which managerial incentives can enhance firm value. Our results have potential implications for shareholders, managers and policymakers.     

信息透明度与经理薪酬契约有效性:来自中国证券市场的经验证据

本文以2003-2006年深圳证券交易所A股上市公司为研究对象,实证考察信息透明度对经理薪酬契约有效性的影响,试图从经理薪酬契约角度重新诠释信息透明度的经济后果.研究发现,信息透明度能够显著提高经理薪酬契约的有效性.具体而言,信息透明度越高的公司,经理薪酬业绩敏感性越高,经理薪酬与盈利业绩和亏损业绩之间的非对称性越小.研究还发现,与非国有企业相比,国有上市公司信息透明度对经理薪酬契约有效性的影响更加显著.本研究论证了信息透明度在减少股东与经理之间的信息不对称和降低公司代理成本中的重要作用.     

Promotion,Turnover, and Compensation in the Executive Labor Market

This paper develops a generalized Roy model with human capital accumulation, moral hazard, and career concerns. We identify and estimate the model with a large panel that matches data on publicly listed firms to information on their executives. The structural estimates obtained are used to decompose the firm‐size pay gap. We find that although total compensation and incentive pay increase with firm size, certainty‐equivalent pay decreases with firm size. In larger firms, and for more highly ranked executives, weaker signal quality about effort results in higher risk premiums. This risk premium accounts for roughly 80 percent of the firm‐size gap in total compensation. Larger firms are also willing to pay more than smaller ones to attract executives. Finally, the estimated coefficients on human capital accumulation from formal education and experience gained from different firms are individually significant, but their collective effect on firm‐size pay differentials nets out.     

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.     

制度变迁、国家控股与股权激励

本文在代理理论的框架下,基于中国国有企业与制度变迁背景,就经理人股权激励与公司价值关系进行分析,并以2001-2006年宣告实施股权激励国有上市公司为样本,实证检验了股权激励对公司价值的改善作用。结果发现,对国有企业的经理人实行股权激励能提高公司价值,受地方政府控制的公司,股权激励更能明显增加公司价值。并且,股权分置改革这种制度变迁进一步改进了原有的激励效果。上述研究发现为理解国有企业治理机制的改善、资本市场改革提供了一个有益的视角。     

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.     

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。     

Why do Emerging Market Firms Engage in Voluntary Environmental Management Practices? A Strategic Choice Perspective

In this paper, we investigate firms’ decisions to engage in voluntary environmental management (VEM) practices within an emerging market context. Drawing on the strategic choice and the resource‐based view perspectives, we report results from a survey of VEM practices – a specific form of self‐governance – drawing on a sample of 519 Turkish firms from various industries to identify important strategic antecedents of firms’ decisions to engage in such practices. We find that as firms become more customer focused, more inclined to pursue a differentiation strategy and subject to a higher level of strategy‐oriented stakeholder focus, they tend to implement higher levels of VEM practices, with important implications for research, policy and practice for both emerging and developed markets.     

Total Board Compensation,Governance and Performance of Spanish Listed Companies

In this paper we present empirical evidence on the relationship between board remuneration of a sample of large Spanish companies and a set of explanatory variables such as performance and size of the company. The objective is to provide additional empirical evidence based on the agency theory for the Spanish institutional context, which differs from most ‘Anglo–Saxon’ model studies. We focus on the impact of a company's governance structure on the relationship between pay and performance. Specifically, we consider ownership concentration and firm leverage as key determinants of the board–shareholders relationship. Our results confirm the positive relationship between board remuneration and company performance, which is stronger for book values than for stock market measures. Industry performance also explains the remuneration and provides useful information for evaluating board behaviour. Company size is also related to board remuneration and affects the pay–performance relationship, although it is not relevant when we use an elasticity approach. Finally, the governance structure of companies is relevant when explaining the power of the compensation–performance relationship, and differences between the impact of ownership concentration and firm leverage on this relationship are found.     

ON‐THE‐JOB SEARCH AND MORAL HAZARD

We analyze the interaction between intertemporal incentive contracts and search frictions associated with on‐the‐job search. In our model, agency problems call for wage contracts with deferred compensation. At the same time workers do on‐the‐job search. Deferred compensation improves workers' incentives to exert effort but distorts their on‐the‐job search decisions. We show that deferred compensation is less attractive when the value to the worker–firm pair of on‐the‐job search is high. Moreover, the interplay between search frictions and wage contracts creates feedback effects. If firms in equilibrium use contracts with deferred compensation, fewer firms with vacancies enter the on‐the‐job search market, and this in turn reduces the distortions created by deferred compensation. These feedback effects between the incentive contracts used and the activity level in the search markets can lead to multiple equilibria: a low‐turnover equilibrium where firms use deferred compensation, and a high‐turnover equilibrium where they do not. Furthermore, the model predicts that firms are more likely to use deferred compensation when search frictions are high and when the gains from on‐the‐job search are small.     

Political connections,gender diversity and compensation policy

In this paper we analyze the influence of corporate governance, specifically political connections and gender diversity, on board and managers’ remuneration in savings banks in Spain. We also analyze whether financial experience moderates the relation between political experience and board compensation. To the best of our knowledge, the effects of having politicians on remuneration levels of financial firm have not been studied. Connections are important in hiring decisions and in generating business so it is interesting to explore whether they are important when it comes to compensation policies. We use a panel data and financial and corporate governance information from 44 savings banks for the period 2004–2009. Our results show that the previous political activity of the chairperson positively influences board remuneration. Our study provides the first evidence for a link between political connection and compensation policy, showing that, in addition to the standard firm-level factors, political and financial experience are material determinants of economic significance in compensation policies. Specifically, we show that financial expertise may substitute for governance mechanisms that are lacking in firms with weak governance environments (e.g. saving banks with high politicization).     

Do Compensation Consultants Drive Up CEO Pay? Evidence from UK Public Firms

Do compensation consultants drive up CEO pay for the benefit of managers, or do they design pay packages to benefit firm owners? Using a large sample of UK firms from the FTSE All‐Share Index over the 2003–2011 period, we show a positive correlation between the presence of compensation consultants and CEO pay. Importantly, isolating this effect is somewhat dependent on the endogenous selection of consultants and the statistical modelling strategy deployed. We find evidence that compensation consultants improve CEO compensation design when their expertise is of greater importance (e.g. during the post‐financial crisis period, or for firms that have particularly weak compensation policies). In addition, our findings show that compensation consultants increase CEO pay–performance sensitivity. The balance of evidence supports optimal contracting theory more than managerial power theory, but the authors caution the limits to this verification. We are careful to note that the more compelling evidence for the positive effect of pay consultants on CEOs is based on advanced methods (such as propensity score matching and difference‐in‐differences), and that more standard approaches (such as OLS and fixed effects) are unlikely to reveal the same level of causality of consultants on CEO pay.     

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.     

Agency conflicts,executive compensation regulations and CEO pay-performance sensitivity: evidence from Sweden

Based on a unique country set up with concentrated ownership of firms, strong representation of major shareholders on boards and one of the highest percentages of firms with dual-class shares worldwide I study CEO pay-performance sensitivity in Swedish listed firms in the years 2001–2013. Focusing on Type II agency conflict, I find that that pay-performance sensitivity in family-controlled firms with family CEOs is significantly lower than in other types of firms, and that dual-class firms have significantly lower sensitivity of pay to accounting performance than non-dual-class firms. The results suggest that in firms with type II agency conflicts compensation practices may be driven either by family ties or by the power preferences of the controlling shareholder that uses compensation to align CEO’s interest with his/her will rather than with financial performance. The study also documents that the link between CEO pay and performance disappears in the 2010–2013 period following the implementation of the European Recommendations regarding executive compensation. This finding is in contrast to the stipulated goal of the European Commission, ‘to ensure pay for performance’ (European Commission 2009).     

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.