Bargaining on Board Structure at the Initial Public Offering

Going public often creates an agency conflict between the owner-manager and minority shareholders. One possible way to resolve this conflict is through independent board monitoring. But board monitoring does not arise automatically in IPO companies. Owner-managers tend to entrench and capture the board. Analyzing a sample of French IPO firms, we find that the fraction of independent directors declines if the owner-manager is more powerful. However, we find that large pre-IPO non-management shareholders, such as venture capitalists, are successful in bargaining on board composition. These shareholders are successful in opposing the owner-manager and prevent a further reduction in the proportion of independent directors in the board. We also find that these shareholders contract on board composition in shareholder agreements.     

Controlling shareholders and the composition of the board: special focus on family firms

This article analyses the relevance of the agency problems that exist between shareholders and managers (type I agency problems) and between majority and minority shareholders (type II agency problems), in determining the composition of the board of directors, differentiating between family owned and non-family owned firms. The hypotheses are tested on a sample of 173 Spanish listed companies for the period 2004–2011. The results of our study indicate that, on one hand, as type I agency problems increase, firms increase their percentage of outside directors and, on the other, as type II agency problems increase, firms increase the ratio of independent to nominee directors. Whether the company is a family firm or not does moderate the influence of insider ownership over the composition of the board. Generally speaking, our findings support the view that firms configure their board of directors in such a way as to best signal to the market both efficient management and a balance of the interests of all shareholders. Likewise, these results could be taken into account when formulating recommendations on the composition of the board of directors.     

The role of human and social board capital in driving CSR reporting

The objective of this paper is to analyze the effect of the professional, technical and relational background (human and social capital) of outside directors on promoting firm CSR disclosure. Following the Hillman et al. (2000) taxonomy of board members, we classify outside directors as business experts, support specialists and community influential, and examine whether business and technical expertise or political ties in the boardroom affect CSR disclosure.This study confirms that not all outside directors are equally effective in improving CSR disclosure and that only certain kinds of outside directors, those classified as support specialists, help promote it. On the other hand, our findings also show that directors with previous experience as politicians affect CSR disclosure negatively, probably due to their interests in safeguarding their reputation within the company, in avoiding public scrutiny and in protecting their political connections. In addition, our set of analysis with interaction effects reveals that powerful CEOs have the incentive to promote CSR-related strategies and to convince business experts and support specialist directors to enhance profitable sustainability strategies and transparency in CSR disclosure. Nevertheless, the powerful CEO effect is not enough to compensate the negative role of political directors on CSR reporting. Therefore, this paper supports the theories in favor of analyzing the multiple configurations of corporate governance mechanisms by adopting a holistic approach, and the need to combine these configurations in order to analyze their impact on CSR behavior.     

董事会特征与总经理变更

本文以在上海证券交易所1999年前上市的公司为样本,研究董事会特征等治理变量对总经理变更的影响。研究结果表明,对相对业绩下降公司的总经理变更能起到显著解释作用的变量只有董事会会议的次数和公司的领导结构。而其它治理变量,诸如董事会规模、管理董事比例、独立董事比例、股权集中度、董事会成员持股比例等,未能对总经理变更起到显著的解释作用。     

The Determinants and Effects of Board Nomination Committees*

This article assesses the corporate governance-related antecedents of nomination committee adoption, and the impact of nomination committees’ existence and their composition on board independence and board demographic diversity. We conducted a longitudinal study of board composition amongst 210 Swiss public companies from January 2001 through December 2003, a period during which the Swiss (Stock) Exchange (SWX) introduced new corporate governance-related disclosure guidelines. We find firms with nomination committees are more likely to have a higher number of independent and foreign directors, but not more likely to have a higher number of female board members. Further, the existence of nomination committees is associated with a higher degree of nationality diversity but is not related to board educational diversity. We also find that nomination committee composition matters in the nomination of independent and foreign, but not of female directors. Our results suggest that understanding different board roles and composition require a multi-theoretical approach, and that agency theory, resource-dependence theory and group effectiveness theory help to explain different aspects of board composition and effectiveness. Finally, the article discusses the concept of diversity and appropriate ways to study diversity in a boardroom context. * The Editor acknowledges that Hans van Ees, Morten Huse, and Jonas Gabrielsson – convenors of the EURAM (European Academy of Management) Corporate Governance track in 2004 – acted as Co-Editors on this paper.     

Board of directors and insider trading with share repurchase programs

This study examines the relationship between insider trading and board of directors’ characteristics around stock repurchase announcements. It is hypothesized that information disparity between insiders and shareholders from share repurchases announcements creates opportunities for insiders to time their trading. However, there is little evidence on whether board characteristics reduce the probability of insider trading with repurchase announcements. Using data from firms listed on Forbes 500 between 1998 and 2004, we found that insider trading is related to share repurchase announcements. In order to focus on board of directors’ role, we controlled for board characteristics that may change the repurchase decision. Our results provide corroborative evidence of insider net selling around repurchase announcements and the advantages of board characteristics to offset insider trading. In particular, the results suggest that board tenure, directors’ ownership and board directorship change positively insider trading around repurchase announcements. Hence, Securities and Exchange Commission should consider rigorous restrictions on share repurchase announcements and be aware of potential influence of the corporate governance device.     

薪酬激励、董事会监管与上市公司盈余管理

本文以2002-2004年间沪深两地上市公司为研究样本,分行业采用修正的截面Jones模型对上市公司的可操控性应计利润进行计算,以此作为衡量盈余管理程度的代理变量;在此基础上,考察了高管人员薪酬激励、董事会监管与盈余管理之间的关系.在控制了上市公司资产规模和债务水平之后,研究发现,管理层薪酬水平与调高的操控性应计利润高度正相关,表明薪酬激励构成了中国上市公司盈余管理的一个基本诱因;董事会监管机制对于盈余管理的制约作用并不明显,但本文研究发现董事会规模与调高的操控性应计利润显著负相关,规模较大的董事会能够降低盈余管理的程度.     

Corporate social responsibility,board of directors,and firm performance: an analysis of their relationships

This paper aims to contribute to the empirical evidence relating corporate social responsibility (CSR), board composition, and firm performance. Using a sample of Spanish listed firms included in the IBEX 35 over the period 2005–2010 the results show that the percentage of independent directors affect firm CSR activities, and that this effect is moderated by the resources available to the firm (measured by return on assets). Also, the CSR has a mediating role on the relation between the independence of the board of directors and firm value. These results hold for other board characteristics (board size and women as directors).     

The Role of Financial Institutions in the Corporate Governance of Listed Chinese Companies*

This paper explores the role of Chinese financial institutions in the corporate governance of listed companies through interviews with both senior managers of financial institutions and board directors of listed companies. Our results show that, while most securities companies are passive investors, a good proportion of the active mutual funds help their portfolio companies prepare financial forecasts, standardize their operations, raise external funds, strengthen their company image in the capital markets, and sometimes intervene in corporate issues. This limited role can be attributed to a number of factors specific to the Chinese context including highly concentrated state ownership, an immature regulatory environment, inadequate transparency and disclosure of financial information, and weak corporate governance within financial institutions themselves. It could also be affected by several other factors that are considered to cause institutional passivity in developed countries such as conflicts of interest, monitoring costs and lack of expertise.     

Corporate social responsibility disclosure and market valuation: evidence from Spanish listed firms

Using a sample of listed Spanish companies pertaining to the IBEX35 index for the period 2007–2011, this paper examines whether those firms with higher CSR disclosure ratings are more valued by market participants. This study also complements the literature addressing the value relevance of CSR disclosure by further analyzing not only the direct effects of CSR reporting on stock prices but also its indirect effects through its interaction with main accounting variables (i.e., earnings and book value of equity). CSR reports can also affect stock price indirectly because the sustainability report may be perceived by investors to be a source of further and complementary information regarding the nature, composition and trends of the traditional value-relevant accounting variables. Finally, this study also analyzes whether CSR disclosure by firms operating in environmentally-sensitive industries is assessed differently by market participants than CSR disclosure by companies operating in other industries. By using a modified Ohlson (Contemp Account Res 1:661–687, 1995) model, it is found that CSR disclosure do have both a direct and indirect effect on stock prices by modifying the value-relevance of earnings and book value of equity. Moreover, CSR disclosure by companies operating in environmentally-sensitive industries is associated with higher market valuations than CSR disclosure by companies operating in nonsensitive industries. This may be due to the fact that CSR disclosures provide information that allow investors to make better assessments of the increased risk related to potential litigation and future environmental liabilities, thereby reducing information asymmetries and the risk of adverse selection.     

上市公司治理因素与财务困境关系的实证研究

对中国上市公司治理因素与财务困境的关系进行了实证研究。以1998~2005年被ST(special treatm ent)的公司及其配对样本共计528家作为研究样本,通过使用二元Log istic回归分析方法,发现大股东持股比例、H-10股权集中指数、股权制衡度、国家股比例、最终控制人类型、独立董事持股比例以及审计意见与公司发生财务困境的可能性显著负相关,管理者代理成本显著提高了公司陷入财务困境的危险性。而高管持股比例、董事会规模以及CEO的双职合一对困境发生的概率无显著影响。     

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)     

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.     

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.     

Symbolic Management and the Glass Cliff: Evidence from the Boardroom Careers of Female and Male Directors

This paper uses archival board data to demonstrate that women who take positions as directors of UK companies have shorter tenures than their male counterparts. The authors show that female directors face a much higher risk of dismissal as they approach nine years of service on the board, when their long service deprives them of the all‐important classification as ‘independent’. At this point, their position on the board becomes precarious. Male directors do not suffer the same increase in boardroom exit. This gender‐specific difference is clearly shown to be linked to the independence status. It is argued that these observations are consistent with the notion that female directors are being used in the symbolic management of corporate governance and that, at nine years, when the cloak of independence disappears, women directors are then exposed to the biases that arise from role congruity issues.     

独立董事制度,真的有效吗?——基于上市公司行业数据的实证研究

本文运用随机前沿分析模型(SFA)分析了中国独立董事制度对企业效率的影响效应,发现当前的独立董事制度对企业效率的提高作用并不明显;研究结果表明必须完善独立董事的选拨制度和激励制度,吸引具有良好教育水平和丰富的相关工作经验、有良好声誉和国际视野的人士作为独立董事加入董事会,同时提高独立董事津贴,才能充分发挥独立董事的作用,促进企业效率的提高。     

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.     

现代公司治理结构与会计舞弊关系的实证研究

本文以我国证券交易所成立至2003年12月31日期间被证监会公开查处的财务报告舞弊的上市公司为样本,比较全面地选取了分别代表公司治理结构中董事会特征、监事会特征、经理层特征、股权结构等方面的14个指标对公司治理结构与会计舞弊之间的关系进行了实证研究。研究结果发现内部人控制度、国家股比例、股权制衡度与财务报告舞弊显著正相关,法人股比例、股权集中度、高级管理层持股比例与财务报告舞弊显著负相关。