CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)最新文献

{"title":"What Matters More in Board Independence? Form or Substance?","authors":"Arun Upadhyay, Özde Öztekin","doi":"10.2139/ssrn.3678355","DOIUrl":"https://doi.org/10.2139/ssrn.3678355","url":null,"abstract":"Prior studies show uncertain associations between board independence and firm performance. We propose a novel measure of board independence and argue that influential CEO-directors (ICDs), those with higher compensation than the appointing firm’s CEO, are more independent of appointing firm’s top management. Controlling for conventional measures of board independence, we show that ICDs are effective monitors who help appointing firms by improving CEO pay-performance sensitivities. Through improved managerial incentives, ICDs have a significantly positive impact on long-term firm performance. In contrast, uninfluential CEO-directors are ineffective monitors whom presence on the board is either inconsequential or even detrimental to the firm.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-08-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125565626","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Powerful CEOs and Stock Price Crash Risk","authors":"MD Al Mamun, B. Balachandran, H. N. Duong","doi":"10.2139/ssrn.2797107","DOIUrl":"https://doi.org/10.2139/ssrn.2797107","url":null,"abstract":"We find that powerful chief executive officers (CEOs) are associated with higher crash risk. The positive association between CEO power and crash risk holds when controlling for earnings management, tax avoidance, chief executive officer's option incentives, and CEO overconfidence. Firms with powerful CEOs have higher probability of financial restatements, lower proportion of negative to positive earnings guidance, and lower ratio of negative to positive words in their financial statements. The association between powerful CEOs and higher crash risk is mostly evident among firms with higher sensitivity of CEO wealth to stock prices and when CEOs have lower general skills. External monitoring mechanisms weaken but do not eliminate the association between powerful founder CEOs and higher crash risk.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133602186","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Who's Paying Attention? Measuring Common Ownership and its Impact on Managerial Incentives","authors":"E. Gilje, Todd A. Gormley, D. Levit","doi":"10.2139/ssrn.3165574","DOIUrl":"https://doi.org/10.2139/ssrn.3165574","url":null,"abstract":"Abstract We derive a measure that captures the extent to which common ownership shifts managers’ incentives to internalize externalities. A key feature of the measure is that it allows for the possibility that not all investors are attentive to whether a manager's actions benefit the investor's overall portfolio. Empirically, we show that potential drivers of common ownership, including mergers in the asset management industry and, under certain circumstances, even indexing, could diminish managerial motives to internalize externalities. Our findings illustrate the importance of accounting for investor inattention when analyzing whether the growth of common ownership affects managerial incentives.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114882223","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Three Dilemmas for Creating a Long-term Board","authors":"Ariel Fromer Babcock, R. Eccles, Sarah Keohane Williamson","doi":"10.2139/SSRN.3339296","DOIUrl":"https://doi.org/10.2139/SSRN.3339296","url":null,"abstract":"Arguably among a company’s biggest untapped strategic assets, a well-functioning corporate board of directors wields the power to meaningfully influence the purpose, culture, and direction of an organization. While many boards may display good corporate governance principles, the most effective boards at leading companies for long-term value creation are truly long-term boards. \u0000 \u0000These long-term boards may look different around the world, but they share a few key characteristics: \u0000 \u0000Time spent on Strategy – Long-term boards prioritize the future of the business, including spending significant time on strategy, business model, risks, and the company’s value creation proposition. \u0000 \u0000Directors as Owners – Long-term boards build and perpetuate an effective board over time by acting like owners, aligning the board’s interests with shareholders, often via stock ownership. \u0000 \u0000Board level Engagement with Shareholders – Long-term boards possess a strong understanding of the objectives of long-term shareholders and regularly engage with them on topics of strategic importance. \u0000 \u0000However, achieving this combination of characteristics presents the board with three meaningful dilemmas: \u0000 \u0000Should boards devote more time to strategy by spending less time on routine matters or do they need to spend more time on board work overall? \u0000 \u0000Can board members be meaningful owners of the companies they serve without getting caught up in the short-term pressures caused by gyrations in market valuation and volatility? \u0000 \u0000How do board members engage with shareholders without distracting or undermining management? \u0000 \u0000Through a series of in-depth interviews with institutional investors, senior directors, and board consultants we gathered perspectives on how leading boards have tackled these challenges and found that getting these things right often creates a virtuous cycle that entrenches a long-term approach to value creation at the board level.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130253228","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Governance, Ownership and Control: A Review of Recent Scholarly Research","authors":"A. Kostyuk, Yaroslav Mozghovyi, D. Govorun","doi":"10.22495/CBV14I1ART4","DOIUrl":"https://doi.org/10.22495/CBV14I1ART4","url":null,"abstract":"This manuscript is aimed at highlighting the most recent trends in corporate governance, ownership and control based on the manuscripts presented at the international conference “Corporate Governance, Ownership and Control” that took place in Rome on February 27, 2017. We have also used reputable papers published in the relevant academic journals in the past to support the arguments stated by the authors of the papers, presented at the conference. This paper covers a wide range of corporate governance topics in corporate ownership and control toward corporate governance mechanisms, such as board of directors, the board diversity, directors’ remuneration, firm performance, auditing and accounting, etc. We saw a growing interest of researchers to widen the scope of their major research to link it to corporate ownership and control issues. Currently, corporate governance research follows two major routs: classical empirical corporate governance research and multidisciplinary research aimed at findings non-conventional methods to solution of existing problems.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-03-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125405312","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"CEO Dividend Protection","authors":"Dan Zhang","doi":"10.2139/ssrn.2292847","DOIUrl":"https://doi.org/10.2139/ssrn.2292847","url":null,"abstract":"This paper studies CEO dividend protection, an important element in the executive compensation package that protect CEOs’ compensation from stock price drops due to dividend payments. First, I show that there is large variation among S&P 500 firms in whether they provide dividend protections to their CEOs or not. Second, CEO dividend protection is positively associated with firms’ dividend payout. Third, a time series analysis suggests that dividend protection is implemented prior to a firm increasing dividends. Finally, there is no evidence suggesting that CEO dividend protection affects other corporate policies, such as cash holdings and investment.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"79 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-08-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128207772","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Various Changes in the Remuneration Practices in Banks and Other Financial Institutions in the United Kingdom after the Global Financial Crisis","authors":"Victor Ediagbonya","doi":"10.2139/SSRN.2942472","DOIUrl":"https://doi.org/10.2139/SSRN.2942472","url":null,"abstract":"The article examines the various changes in terms of regulating the remuneration of various staff in banks and other financial institutions following the financial crisis. It has been established that one of the reasons for the financial crisis is as a result of the irresponsible lending on the part of bankers in return for huge bonuses. The Article looked at the regulation at the European level, the United Kingdom Challenge of the relevant European directives and regulation in relation to the remuneration. Lastly, the article the article juxtaposed between the bankers’ remuneration regulations at the European Union level and that of United Kingdom in terms of the recent regulatory regime. It argues that the United Kingdom has a more robust legislation not comparable to any other countries within the European Union.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"49 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-03-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122227820","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Executive Compensation","authors":"M. Reinhard, Daniel Velázquez Escobar","doi":"10.1002/9781118386361.ch7","DOIUrl":"https://doi.org/10.1002/9781118386361.ch7","url":null,"abstract":"Inefficient and excessive executive compensation arrangements departing from shareholder value creation have been common in many companies and in some cases have been an element triggering corporate scandals. From a corporate governance perspective we will go through the history, the structure and the legal framework of executive compensation in the US and Germany. The objective is to analyze the US disclosure and independence regulatory approach and review managers pay standpoint, as well as its future and compare it with the German approach. Hence, we will analyze the factors that have shaped executive compensation in both countries. At this point there are still risks and difficulties that market participants and the regulators will need to be overcome to discipline harmful compensation practices. In the joint section we conclude that the regulatory measures that Germany and the US have taken, have allowed differences in compensation amounts.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"87 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134443667","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Accounting Audits: On Financing Risk in the Presence of Agency Conflicts","authors":"Beatriz Mariano","doi":"10.2139/ssrn.2055459","DOIUrl":"https://doi.org/10.2139/ssrn.2055459","url":null,"abstract":"This paper examines how accounting audits impact investment decisions in the presence of agency conflicts. Investors choose between a short-term risk-free asset and a long-term risky project. The manager in charge of the latter has incentives to inflate interim payoffs to be able to continue a project that destroys value. An accounting audit mitigates this problem by allowing for intermediate project valuation, and therefore, for investors to cut off financing to such project before it becomes too unprofitable. This reduces initial concerns with agency conflicts, even if the incentives of the manager to inflate payoffs remain unchanged, and boosts investors financing of the risky project. These results are particularly relevant for new and innovative firms.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124645891","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Ownership Structure and Top Executives’ Prosocial Preferences: The Role of Relational and External Blockholders","authors":"Hossam Zeitoun, Paolo Pamini","doi":"10.1111/corg.12111","DOIUrl":"https://doi.org/10.1111/corg.12111","url":null,"abstract":"Manuscript Type. Empirical. Research Question/Issue. The relationships between corporations and their stakeholders are often based on incomplete contracts, which are difficult to enforce in courts. Corporate managers play a key role in safeguarding incomplete contracts with stakeholders. This role requires a strong prosocial motivational orientation. Although the managers’ motivational orientation is invisible, stakeholders can make inferences about it from managers’ choices and behavior. Based on these ideas, this paper asks whether managers’ motivational orientations vary according to firms’ ownership structures, i.e., ownership by relational and external blockholders. Research Findings/Insight. Results show that ownership by relational blockholders is associated with more prosocially oriented managers, whereas ownership by external blockholders is related to more self‐interested managers. This study adopts an unobtrusive measure to infer the managers’ motivational orientation. This measure reflects the managers’ willingness to pay taxes and can be assessed systematically in the Swiss empirical context. The results are corroborated using multivariate regression analysis and profile deviation analysis. Theoretical/Academic Implications. This paper joins incomplete contract theory and behavioral economics to analyze how the shareholder primacy model and the stakeholder model fit with different types of managers. Based on the idea of profile deviation, we suggest that corporate ownership structure is an important factor influencing the degree to which firms approximate these two corporate governance models, and thereby their fit with the respective manager type. Practitioner/Policy Implications. The theoretical arguments and the empirical evidence suggest that the fit between corporate ownership structure and managerial motivation merits consideration. When selecting managers, boards need to pay attention not only to their skills and competencies, but also to their motivational orientation in order to capitalize on the strengths of alternative corporate governance models.","PeriodicalId":373523,"journal":{"name":"CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121861484","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}