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Corporate Governance Reporting: Compliance with Upper Limits for Severance Payments to Members of Executive Boards in Germany 公司治理报告:遵守德国执行董事会成员遣散费上限
Pub Date : 2019-07-01 DOI: 10.2139/ssrn.3601033
A. Dilger, Ute Schottmüller-Einwag
We examine how corporate governance reporting corresponds to actual conduct regarding severance payment caps for prematurely departing members of executive boards in Germany. Firstly, we evaluate the declarations of conformity for all companies listed in the CDAX between 2010 and 2014, which we use to determine conformity and deviation rates, and analyse the reasons for deviation, contributing to current research on comparative corporate governance, which focuses on when, why and how companies deviate from legitimate corporate governance goals (Aguilera, Judge, & Terjesen, 2018). Secondly, we assess the compensation amounts of all severance payments made and published by DAX companies to compare the respective severance ratio with the cap recommended by the German Corporate Governance Code (GCGC). We find that more than 20% of companies listed in the CDAX declared deviation in the declaration of conformity. Moreover, in 57% of actual severance cases where DAX companies had previously declared their conformity, the cap was exceeded. Yet, none of the companies that had exceeded the cap disclosed this in the following declaration of conformity. In most cases, the corporate reports deviated from reality and therefore could not serve as a suitable basis for decisions by the capital market.
我们研究了公司治理报告如何与德国执行董事会过早离职成员的遣散费上限相关的实际行为相对应。首先,我们评估了2010年至2014年间在CDAX上市的所有公司的符合性声明,我们用它来确定符合性和偏离率,并分析偏离的原因,为当前比较公司治理的研究做出贡献,该研究侧重于公司何时、为何以及如何偏离合法的公司治理目标(Aguilera, Judge, & Terjesen, 2018)。其次,我们评估了DAX公司支付和公布的所有遣散费的补偿金额,将各自的遣散费比率与德国公司治理准则(GCGC)建议的上限进行比较。我们发现,超过20%的CDAX上市公司在符合性声明中声明偏差。此外,在DAX公司此前宣布符合规定的实际遣散案中,有57%的公司超过了上限。然而,没有一家超过上限的公司在随后的符合性声明中披露了这一点。在大多数情况下,公司的报告与现实脱节,因此不能作为资本市场决策的合适依据。
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引用次数: 1
Responsibilities within the Governance Space: A Study of the Role of the Company Secretary on Contemporary Boards 治理空间中的责任:当代董事会中公司秘书角色研究
Pub Date : 2019-04-13 DOI: 10.2139/ssrn.3338309
R. McKenzie, Larelle Law Chapple, Elisabeth Sinnewe, S. Osborne
Purpose - The purpose of this study is to investigate the role including the formal and informal activities of company secretaries on contemporary Australian boards, which has expanded with the increased liability of company secretaries. Design/methodology/approach - This study utilizes eleven in-depth semi-structured interviews with company secretaries of organizations in the public, private, and not-for-profit sectors to examine the importance of organizational dynamics, boundary spanning capabilities, and skills necessary in the role construction of company secretaries as senior officers. Findings - The company secretary accommodates the expansion of responsibilities from administrator to strategic advisor by using informal activities and developed social skills. Dual-role company secretaries (those combining the legal counsel or chief finance officer function in non-profit and government organizations) are acutely aware of setting the boundaries of responsibilities. The use of informal working spaces opens up the possibility for the company secretary to provide further influence as the organization’s gatekeeper. Research limitations/implications - The number of interviews possibly limits this study; however, in the eleven interviews totaling over eight hours of data, participants made profound reflections on their particular role with their overall experiences well reflected in the commentary. Practical implications - Participants discussed the expanded skill set required to effectively support individual board members, specifically dealing with the chair and CEO. Company secretaries also require higher order social skills of emotional intelligence and diplomacy attributes for their roles. Given the increased responsibility space of company secretaries, regulatory requirements for a formal corporate governance officer qualification may be needed. Originality/value - This study expands the spatial-behavioural dynamics framework by McNulty & Stewart (2015) by examining role construction differences across sectors and the major internal and external influences that shape the company secretary role construction.
目的-本研究的目的是调查角色,包括公司秘书在当代澳大利亚董事会的正式和非正式活动,公司秘书的责任随着公司秘书的责任增加而扩大。设计/方法/方法-本研究利用11个深入的半结构化访谈,与公共,私营和非营利部门的公司秘书进行访谈,以检查组织动态,边界跨越能力和公司秘书作为高级官员角色构建所需的技能的重要性。发现-公司秘书通过使用非正式活动和发展的社交技能来适应从管理者到战略顾问的职责扩展。双重角色的公司秘书(在非营利组织和政府组织中兼有法律顾问和首席财务官的职能)敏锐地意识到责任的界限。非正式工作空间的使用为公司秘书提供了作为组织看门人提供进一步影响的可能性。研究局限性/影响-访谈的数量可能限制了本研究;然而,在总共超过8小时的11次访谈中,参与者对他们的特定角色进行了深刻的反思,他们的整体经历在评论中得到了很好的反映。实际影响——与会者讨论了有效支持董事会个别成员所需的扩展技能,特别是与董事长和首席执行官打交道。公司秘书也需要更高层次的社交技能,如情商和外交属性。鉴于公司秘书的职责空间越来越大,可能需要对正式的公司治理官资格提出监管要求。原创性/价值——本研究扩展了McNulty & Stewart(2015)的空间-行为动力学框架,研究了跨部门的角色构建差异,以及影响公司秘书角色构建的主要内外部影响。
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引用次数: 1
Board Independence and Corporate Spending 董事会独立性和公司支出
Pub Date : 2018-04-23 DOI: 10.2139/ssrn.3167493
E. Lie, Keyang Daniel Yang
We examine the effect of board independence on spending and payout policy using the 2003 NYSE and NASDAQ board independence requirements as an exogenous shock. Non-compliant firms that are forced to raise board independence reduce the spending on acquisitions and capital expenditures and increase dividends. We conclude that greater board independence mitigates over-investment.
我们使用2003年纽交所和纳斯达克董事会独立性要求作为外生冲击来检验董事会独立性对支出和派息政策的影响。被迫提高董事会独立性的不合规公司会减少收购和资本支出,并增加股息。我们的结论是,更大的董事会独立性可以缓解过度投资。
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引用次数: 4
The Moderating Role of Family Ownership in Board Gender Diversity and Corporate Social Performance 家族所有权对董事会性别多样性和公司社会绩效的调节作用
Pub Date : 2018-04-10 DOI: 10.2139/ssrn.3302128
Nanthini Arujunan, Fathyah Hashim, M. Jamaludin
This study examines the relationship between board gender diversity (BGD) and corporate social performance (CSP) and the moderating role of family ownership in the relationship between BGD and CSP. This study has leveraged on 4 theories (i.e. social role theory, feminist theory, institutional theory, and stewardship theory). The population of this study represents the top 100 public listed companies in Malaysia based on their market capitalization in year 2016 and the final sample is 83 companies. Secondary data was used for this study and all the variables were measured using content analysis method. The result shows a positive relationship between BGD and CSP. In terms of family ownership, the empirical evidence suggests that the presence of family ownership moderates the relationship between BGD and CSP. This study provides useful insights, practically, this study helps managers, NGO’s and fundraisers to understand the dynamism of CSP, BGD and family owned companies better and able to apply them in their daily life. Not only that, this study also provides implications for enforcing female quotas on corporate boards of directors. This is because greater gender diverse board may lead to greater monitoring of the firm.
本研究考察了董事会性别多样性(BGD)与企业社会绩效(CSP)之间的关系,以及家族所有权在董事会性别多样性与企业社会绩效之间的调节作用。本研究运用了4种理论(即社会角色理论、女性主义理论、制度理论和管理理论)。本研究的人口代表了2016年马来西亚市值最高的100家上市公司,最终样本为83家公司。本研究采用二手资料,所有变量采用含量分析法进行测量。结果表明,BGD与CSP呈正相关。在家庭所有权方面,经验证据表明,家庭所有权的存在调节了BGD和CSP之间的关系。本研究提供了有益的见解,在实践上,本研究有助于管理者、非政府组织和筹资者更好地理解CSP、BGD和家族企业的活力,并能够将其应用于日常生活中。不仅如此,这项研究还为执行公司董事会的女性配额提供了启示。这是因为董事会性别多元化程度越高,对公司的监督就越严格。
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引用次数: 5
Diversity on the Board of Directors 董事会的多样性
Pub Date : 2017-08-31 DOI: 10.2139/ssrn.3111057
Dylan Kaseram
This current study focuses on the diversity of members on the board of directors. There exist many forms of diversity that affect firm financial and accounting performance as well as organizational behavior of board members. Furthermore, director heterogeneity could have both positive and negative effects on corporate boards. Nowadays, gender diversity is becoming increasingly important in a financial and management context. In the interest of promoting gender diversity, many governments around the world have enacted legislation requiring that state-owned and public companies respect pre-established quotas of women on their board of directors. Other countries have opted for an informal system in which state-owned and public companies must justify the absence of women on the board of directors. Even though there is still room for improvement, firms are taking steps toward fostering more diverse corporate boards. I execute an empirical analysis that examines director heterogeneity’s influence on the market value of U.S. firms. My results indicate that diversity’s positive effects are primarily driven by age. In conclusion, it is fair to say that the outlook for diversity on corporate boards seems to be positive.
当前的研究重点是董事会成员的多样性。存在多种形式的多样性影响企业财务会计绩效以及董事会成员的组织行为。此外,董事异质性对公司董事会既有正面影响,也有负面影响。如今,性别多样性在金融和管理领域变得越来越重要。为了促进性别多样性,世界上许多国家的政府都颁布了立法,要求国有和上市公司尊重事先设定的董事会女性比例。其他国家则选择了一种非正式的制度,在这种制度下,国有和上市公司必须证明董事会中没有女性的理由。尽管仍有改进的空间,但公司正在采取措施,培养更多元化的公司董事会。我执行了一个实证分析,检验董事异质性对美国公司市场价值的影响。我的研究结果表明,多样性的积极影响主要是由年龄驱动的。总之,公平地说,企业董事会多元化的前景似乎是积极的。
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引用次数: 3
Trust within Boards Under Crisis 危机下董事会的信任
Pub Date : 2017-08-15 DOI: 10.2139/ssrn.3019595
Tama M. Copeman
Board dynamics are a function of many variables. We look into board dynamics through the lens of one of the underlying factors, trust. Trust between board members is one of the foundational elements for effective functioning of the board. To develop a feel for dynamics of the board as a whole, we use a simple conceptual framework based on relationships between each of the members. Further, we focus on emerging growth stage companies ranging from angel and venture funded through post IPO.
董事会动态是许多变量的函数。我们通过一个潜在的因素——信任——来观察董事会的动态。董事会成员之间的信任是董事会有效运作的基本要素之一。为了培养对董事会整体动态的感觉,我们使用基于每个成员之间关系的简单概念框架。此外,我们专注于新兴成长阶段的公司,从天使和风险投资到IPO后。
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引用次数: 0
Non-Competes, Career Concerns, and Debt Covenants 竞业禁止、职业关注和债务契约
Pub Date : 2017-07-01 DOI: 10.2139/ssrn.3054876
Yun Lou, Rencheng Wang, Yi Zhou
We study the impact of managers’ career concerns from non-competes enforcement on the design of debt covenants in private debt agreements. Using exogenous changes in the enforceability of managers’ non-compete clauses over the period of 1992-2004 across states in the United States, we show that borrowers headquartered in U.S. states with strong enforcement of non-compete clauses have fewer debt covenants compared to those headquartered in states with weak enforcement after controlling for reporting quality, risk taking, and firm performance. Our evidence is consistent with the argument that reduced job mobility and enhanced career concerns incentivize managers to ex ante avoid debt covenants that may trigger default and lead to high risk of terminating their current employment. Moreover, the effect of the enforceability of noncompetes on debt covenants is more pronounced for managers with limited outside options (i.e., low ability, small network) or firms with strong bargaining power with lenders.
我们研究了竞业禁止执行对私人债务协议中债务契约设计的影响。利用1992-2004年期间美国各州经理人非竞争条款可执行性的外生变化,我们发现,在控制了报告质量、风险承担和公司业绩后,总部位于非竞争条款执行力度强的美国各州的借款人,其债务契约少于总部位于执行力度弱的州的借款人。我们的证据与以下观点是一致的,即工作流动性的减少和职业关注度的提高激励管理人员提前避免债务契约,因为债务契约可能引发违约,并导致终止当前雇佣关系的高风险。此外,对于外部选择有限(即能力低、网络小)的管理人员或与贷方有强大议价能力的公司,竞业禁止的可执行性对债务契约的影响更为明显。
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引用次数: 2
Women Directors, Family Ownership and Earnings Management in Malaysia 马来西亚的女性董事、家族所有权和收益管理
Pub Date : 2016-11-15 DOI: 10.1108/ARA-07-2015-0067
S. Abdullah, Ku Nor Izah Ku Ismail
Purpose - The purpose of this paper is to determine whether the representation of women on the boards (WOMBDs) and audit committees is associated with a reduction in the practice of earnings management and whether women are associated with income reducing (conservative) rather than income-increasing (aggressive) earnings management. The authors further argue that family ownership moderates the relationship between the presence of WOMBDs and audit committees and earnings management. Design/methodology/approach - The study uses non-finance firms listed on Bursa Malaysia over a period of four years, i.e. from 2008 until 2011. Findings - The evidence reveals that the presence of WOMBD or audit committee is not associated with a propensity for earnings management. In addition, the evidence also reveals that family ownership does not interact either with WOMBD or with women on the audit committee (WOMAC) to influence the propensity for earnings management. Nevertheless, the additional analyses show that, while women on boards are not associated with income-decreasing accruals, the presence of women on audit committees leads to income-reducing earnings management. The evidence further reveals that family ownership does not interact with either WOMBD or WOMAC to influence income-decreasing earnings management. Originality/value - This study extends prior research on the role of women directors and women audit committee members on earnings management focussing on family ownership. Further, the study also examines the direction of earnings management as opposed to the most prior studies, which mainly focus on the propensity of earnings management.
目的-本文的目的是确定董事会(WOMBDs)和审计委员会中的女性代表是否与盈余管理实践的减少有关,以及女性是否与减少收入(保守)而不是增加收入(积极)的盈余管理有关。作者进一步认为,家族所有权调节了wombd、审计委员会和盈余管理之间的关系。设计/方法/方法-该研究使用在马来西亚证券交易所上市的非金融公司,为期四年,即从2008年到2011年。发现-证据显示,WOMBD或审计委员会的存在与盈余管理倾向无关。此外,证据还表明,家族所有权与WOMBD或审计委员会(WOMAC)的女性成员之间没有相互作用,从而影响盈余管理的倾向。然而,进一步的分析表明,虽然董事会中的妇女与减少收入的应计项目无关,但审计委员会中妇女的存在导致减少收入的盈余管理。证据进一步表明,家族所有权不会与WOMBD或WOMAC相互作用,从而影响收入递减的盈余管理。原创性/价值-本研究扩展了先前关于女性董事和女性审计委员会成员在盈余管理中的作用的研究,重点关注家族所有权。此外,该研究还考察了盈余管理的方向,而不是大多数先前的研究,主要集中在盈余管理的倾向。
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引用次数: 79
Shareholder Voice in Corporate Charter Amendments 公司章程修订中的股东意见
Pub Date : 2016-08-15 DOI: 10.2139/ssrn.2738961
Geeyoung Min
Prior scholarship has characterized corporate charters as relatively static documents that, if ever amended, tend to serve the interests of managers over those of shareholders. This paper challenges the conventional accounts using newly constructed, original data on corporate charters of the 221 largest, publicly traded U.S. companies. The novel dataset shows that, starting around 2005, there was a substantial increase in charter amendment activity that tends to empower shareholders. This paper argues that a new rule from the U.S. Securities and Exchange Commission (“SEC”) in 2003 and its subsequent interpretation regarding mutual funds’ fiduciary duty in proxy voting have played an important role in this change by empowering proxy advisory firms, such as the Institutional Shareholder Services (“ISS”). The general rise of shareholder influence on charter amendments, however, has not completely shifted control from managers to shareholders. Directors’ exclusive right to dictate the final draft of charter provisions has enabled managers to make compromised implementations which impose limitations on how shareholders can exercise newly granted rights. This paper argues that the current practices of the SEC and proxy advisory firms tend to disregard such compromises and presents suggestions on how to better facilitate a more nuanced debate on charter amendments.
先前的学术研究将公司章程定性为相对静态的文件,如果进行修改,往往会为管理者的利益服务,而不是为股东的利益服务。本文利用221家最大的美国上市公司的公司章程的新构建的原始数据对传统账户提出了挑战。新的数据集显示,从2005年左右开始,倾向于赋予股东权力的章程修订活动大幅增加。本文认为,2003年美国证券交易委员会(“SEC”)的一项新规则及其随后对共同基金在代理投票中的受托责任的解释,通过赋予代理咨询公司(如机构股东服务公司(“ISS”))权力,在这一变化中发挥了重要作用。然而,股东对章程修改的影响力普遍上升,并没有将控制权从管理者完全转移到股东手中。董事专有权决定章程条款的最终草案,这使得经理人能够做出折衷的执行,从而限制股东如何行使新授予的权利。本文认为,美国证券交易委员会和代理咨询公司目前的做法往往无视这种妥协,并就如何更好地促进对章程修正案进行更细致入微的辩论提出了建议。
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引用次数: 4
Gender Diversity of Boardrooms and Firm Financial Performance 董事会性别多样性与公司财务绩效
Pub Date : 2016-08-01 DOI: 10.22495/RCGV6I3C1ART3
Perihan Iren
The impact of boardroom diversity on firm financial performance has attracted growing research interest in recent years. However, due to the lack of readily available datasets for other parts of the world, most of the evidence is based on the US data. The purpose of this study is to examine the relationship between gender diversity in the boardrooms and firm financial performance in a region, where it has never been studied before. Using a sample of 60 firms listed in Abu Dhabi and Dubai Stock Exchanges, first the impact of gender diverse boards on the accounting value of the firms is analyzed. Afterwards, stock price reactions to the announcement of the gender quotas on corporate boards in the UAE are examined. The results do not show a significant impact of female directors on the firm’s both accounting and market value. However, these results should be interpreted carefully since the presence of women in leading positions might affect different aspects of the firm practices.
董事会多元化对公司财务绩效的影响近年来引起了越来越多的研究兴趣。然而,由于缺乏世界其他地区的现成数据集,大多数证据都是基于美国的数据。本研究的目的是研究董事会性别多样性与公司财务绩效之间的关系,在一个地区,这是以前从未研究过的。本文以阿布扎比和迪拜证券交易所的60家上市公司为样本,首先分析了董事会性别多元化对公司会计价值的影响。之后,我们考察了股价对阿联酋公司董事会性别配额宣布的反应。结果显示,女性董事对公司的会计和市场价值均没有显著影响。然而,这些结果应该仔细解释,因为女性在领导职位的存在可能会影响公司实践的不同方面。
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引用次数: 12
期刊
CGN: Board Decision-Making (Topic)
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