The effect of the board and executive committee characteristics on the degree of internationalization

Many corporate governance observers agree that when firms encounter dramatically changed competitive environments, the board of directors may become involved in the strategy formation process. Based on Finkelstein and Hambrick’s (Finkelstein, S., Hambrick, D., 1996. Strategic leadership: top executives and their effects on organizations. West, Minneapolis, MN.) conceptual model, we examine the effects of the board of directors and executive committee characteristics on the degree of internationalization of the U.S. telecommunications industry during the 12 years after AT&T’s 1984 divestiture. We also examine the effects of the regulatory environment and core business growth on the degree on internationalization during this time. We find support linking executive committee characteristics and regulatory environment to the degree of internationalization. Characteristics of the entire board are consistently found to be insignificant.     

Human resources management and corporate governance: Integration perspectives and future directions

The aim of this article is to investigate, through a systematic review of the literature, what has been studied and published in the international academic literature regarding the integration between human resources management (HRM) and corporate governance (CG).We accomplished it answering two research questions: How has evolved the academic publications regarding the integration between HRM and CG? and Under which theoretical perspectives the integration between HRM and CG has been studied? The research covered the publications from 2000 to 2017, and the analysis comprises 79 articles from relevant international journals. The results revealed the predominance of a shareholder theoretical perspective and the apparent legitimation of HRM as an important variable of CG, but with a secondary position, as consultant or processes provider. Besides exploring and exposing the state of the art in this area of knowledge, through a critical analysis of the literature, this study highlights the gaps in the literature and provides suggestions for future studies.     

Insider ownership and corporate performance: evidence from Germany

In this paper we address the question whether insider ownership affects corporate performance. Evidence from studies dealing with Anglo-Saxon countries is rather inconclusive, especially because results seem to be significantly affected by endogeneity. Economically, this is due to the fact that in these countries insider ownership seems to be mainly driven by management’s compensation contracts. We argue that Germany is different in this regard, as insider ownership is often related to family control, stock-based compensation is less widespread, and the market for corporate control used to be less developed. Starting from this presumption, our data allows an unbiased observation as to whether insider ownership affects firm performance. Using a pooled data set of 648 firm observations for the years 2003 and 1998, we find evidence for a positive and significant relationship between corporate performance—as measured by stock price performance, market-to-book ratio and return on assets—and insider ownership. This relationship seems to be rather robust, even if we account for potential endogeneity by applying a 2SLS regression approach. Furthermore, the results hold for a sub-sample of firms that did not have a stock-based compensation program in place. Moreover, we find outside block ownership as well as more concentrated insider ownership to have a positive impact on corporate performance. Overall, the results indicate that ownership structure might be an important variable explaining the long term value creation in the corporate sector.

公司信息透明度与大股东资金占用研究

本文以2002-2006年非金融类的中国A股上市公司为研究对象,分析了公司信息透明度与大股东资金占用之间的关系.研究发现,在控制其它影响因素条件下,公司信息透明度越差,大股东资金占用问题越严重.该研究结论表明,提高公司信息透明度将有助于改善大股东与中小股东之间的信息不对称,缓解二者之间的代理冲突,减少大股东资金占用的可能性.     

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。     

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.     

慈善捐赠、公司治理与股东财富

近些年来,越来越多的企业开始从事慈善捐赠,而企业这种利他主义行为会给股东财富带来何种影响却始终没有得到回答。通过研究2008年汶川地震后中国上市公司的捐赠行为,本文发现慈善捐赠对于股东财富来说是一把双刃剑:不论从短期还是长期来看,累计超额回报率均和捐赠排名正相关,表明了慈善捐赠能够提升股东财富;而对于成长性高的公司而言,其捐款的机会成本较高,企业的捐赠活动降低了股东财富。更为重要的是,慈善捐赠对于股东财富的提升仅体现在大股东非绝对控股和机构持股的公司中,说明只有有效的公司治理机制才能够确保企业做出最大化股东财富的捐赠行为。本文的发现为更好地评价和规范企业慈善捐赠活动提供了一定的经验支持。     

第一大股东持股和公司价值:激励效应和防御效应

本文以上海证券交易所的A股上市公司2003年和2004年的横截面数据为基础,计量了第一大股东持股与公司价值之间的经验关系,并考察了第一大股东持股对公司价值影响的区间特征.作者观察到,第一大股东对公司价值同时存在激励效应和防御效应,第一大股东持股与公司价值之间存在显著的三次非线性曲线关系.     

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.     

美国企业现行股票期权计划存在的问题与争论

90年代以后,由于美国的股票市场、税收政策以及会计准则等都有力地促进了股票期权计划的发展,使股票期权在激励经理人员以及协调经营者与股东之间的利益关系等方面都发挥了良好的作用。但是,这一计划的实施并不完美,在实践中也暴露出许多不可忽视的问题,如经理人员的报酬与公司业绩脱节、激励作用弱化、股东利益受到损害等等,这些问题在西方引起广泛的关注与争论,同时对我国的公司治理也有一定借鉴与启示。     

Board age and corporate financial fraud: An interactionist view

Unlike past studies which have focused on either executives or boards of directors, this study takes an interactionist view to investigate the determinants of corporate financial fraud. We propose that CEOs evaluate the opportunities for financial fraud according to both situational stimuli and their own personal characteristics. As older directors are often more experienced and have more to lose if they fail in their monitoring duties, we expect them to be more capable and to have stronger motivation for monitoring CEOs closely. As such, we propose that a CEO is less likely to engage in corporate financial fraud when the average age of the board of directors increases (i.e., board age). However, when the CEO is older than the board, the CEO may attach less importance to board age when deciding whether to commit fraud. Therefore, we further propose that the CEO–board directional age difference can weaken the effect of board age. Our empirical analyses provide strong support for these hypotheses. Our study contributes to the literature on corporate governance by highlighting the often neglected roles of board age and CEO–board directional age difference in deterring corporate financial fraud.     

European cultures and management styles

After the establishment of the Common Market in Europe, many companies from abroad opted for a single European headquarters and searched for European managers. That leads to the question whether one can really speak of a common European management style. The article at hand examines this issue. To do this, the legal framework and Corporate Governance background of individual European countries are assessed. Furthermore, cultural differences in Europe are considered. Referring to studies of cultural dimensions in European countries, the authors propose five different cultural areas in Europe. This leads to a concluding discussion of management styles in these regions.     

Making corporate governance count: the fusion of ethics and economic rationality

Corporate governance codes extensively appeal to ethical standards of conduct. Rather than being articulated alongside economic axioms, ethical and moral precepts are intertwined within neo-classical economic argumentation across corporate governance standards. This paper explores the fusion between ethics and modern economic rationality and reflects on the scientisation of economics and ethics in academic discourse. The argument is then made that the enlistment of ethics within the epistemologically privileged posture of economics characterises corporate governance codes. The UK Combined Corporate Governance Code of 2006 is analysed to draw out the paper’s contention.

Relationship between boardroom independence and corporate performance: Reflections and perspectives

The perceived economic value of an independent boardroom configuration has progressively emerged as a matter of considerable importance in the academic and popular literature. The normative research paradigm has fundamentally been dominated by positivists who formulate inferential models populated by large sets of archival data. Regrettably, however, several decades of intense inquiries and passionate debates have invariably failed to ascertain (or dispel) the economic value of an independent boardroom configuration. The lingering boardroom independence–corporate performance saga has reached an impasse with no clear resolution in the foreseeable future. In this study, I provide a diagnosis (through the thematic analysis of semi-structured interviews) of why the economic viability of an independent boardroom remains an elusive phenomenon for positivist researchers. A central reason for the research impasse is attributed to ontological complexities intrinsic to the very nature of the corporation, compounded by multiple layers of methodological complexities. Ultimately, the disentanglement of this enigma would require a pivotal reconceptualization of the corporate governance research agenda.     

Corporate governance and board accounts: exploring a neglected interface between boards of directors and management

There is an absence of research about what information boards of directors have access to and how they use that information. The purpose of this paper is to explore and theorize about the content and use of information to boards of directors. The paper introduces and elaborates on the concept of ‘board accounts’, which is defined as the information supplied to boards of directors by top-management. The paper locates the board accounts in the Swedish institutional setting and demonstrates how the concept can be operationalized in an empirical setting. On the basis of a unique material of archived board records in a Swedish company, the paper explores the board accounts over a period of 10 years (1989–1998). It is found that while use of the board accounts in the case study company changes considerably over time, the content of the board accounts remains largely unchanged. This raises questions about where and when directors receive information, the reliability of the information in the board accounts, and recent attempts to integrate corporate governance and management accounting (CIMA, Performance reporting to boards: a guide to good practice, 2003; CIMA strategic scorecard: boards engaging in strategy, 2005; Seal, Management Accounting Research 17(4):389–408, 2006). Finally, the paper discusses the merits of historical archive-based approaches in this field and possibilities for future research.

CEO duality and firm performance: The moderating roles of other executives and blockholding outside directors

This study examines how the effect of CEO duality on firm performance is affected by two internal governance forces – namely other executives in the top management team and blockholding outside directors. Results based on a longitudinal dataset from the U.S. computer industry were consistent with my hypotheses. Specifically, I found that the effect of CEO duality was negative when the CEO had dominant power relative to other executives and when the board had a blockholding outside director, but was nonsignificant otherwise. This study enriches our understanding of the effect of CEO duality, and helps reinforce the call for the nonduality structure as the default choice and put the burden of proof on those who wish to justify otherwise on special grounds.     

Service tasks of board of directors: A literature review and research agenda in an era of new governance practices

In their seminal review article on board of directors, Johnson, Daily, and Ellstrand (1996) distinguished between the control, service, and resource dependence tasks of the board and called for a stronger focus on board service tasks. Following this call, service tasks of boards have been subject to increased scholarly attention, with new theoretical perspectives and methods introduced. This paper aims at presenting the current state of research on board service tasks, departing from, and building on, the contribution of Johnson and colleagues. In doing so, we employ an Input-Process-Output-Context framework and craft an agenda for how future research could accommodate new governance practices and progress the field. Our review is relevant and timely as studies on the subject are gaining traction both in corporate governance and general management journals. Furthermore, our review on board service tasks proposes new alternative approaches to studying corporate governance which are especially appropriate in times in which a rethink of corporate governance frameworks and concepts is urgently needed.