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

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What Matters More in Board Independence? Form or Substance? 董事会独立更重要的是什么?形式还是实质?
Arun Upadhyay, Özde Öztekin
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.
先前的研究表明,董事会独立性与公司绩效之间存在不确定的关联。我们提出了一种新的董事会独立性度量方法,并认为具有影响力的首席执行官董事(ICDs)比任命公司的首席执行官薪酬更高,更独立于任命公司的高层管理人员。在对董事会独立性的传统衡量标准进行控制后,我们发现icd是有效的监督者,通过提高CEO薪酬绩效敏感性来帮助任命公司。通过改进管理层激励,内部决策对公司长期绩效有显著的积极影响。相比之下,没有影响力的首席执行官是无效的监督者,他们在董事会的存在要么无关紧要,要么甚至对公司有害。
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引用次数: 0
Powerful CEOs and Stock Price Crash Risk 强势ceo与股价崩盘风险
MD Al Mamun, B. Balachandran, H. N. Duong
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.
我们发现,强势的首席执行官(ceo)与更高的崩溃风险相关。在控制盈余管理、避税、CEO期权激励和CEO过度自信的情况下,CEO权力与崩溃风险之间存在正相关关系。拥有强势ceo的企业财务重述的概率更高,负面和正面盈利指引的比例更低,财务报表中负面和正面词汇的比例更低。在CEO财富对股价敏感度较高以及CEO一般技能较低的公司中,强势CEO与较高崩盘风险之间的关联最为明显。外部监控机制削弱了(但不能消除)强大的创始人ceo与更高的崩溃风险之间的关联。
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引用次数: 105
Who's Paying Attention? Measuring Common Ownership and its Impact on Managerial Incentives 谁在关注?衡量共同所有权及其对管理激励的影响
E. Gilje, Todd A. Gormley, D. Levit
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.
摘要:我们推导了一个度量,该度量捕获了共同所有权在多大程度上改变了管理者内部化外部性的激励。该指标的一个关键特征是,它允许这样一种可能性,即并非所有投资者都关注经理的行为是否有利于投资者的整体投资组合。我们的经验表明,共同所有权的潜在驱动因素,包括资产管理行业的合并,在某些情况下,甚至是指数化,都可能降低管理层内部化外部性的动机。我们的研究结果说明了在分析共同所有权的增长是否影响管理层激励时,考虑投资者注意力不集中的重要性。
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引用次数: 85
Three Dilemmas for Creating a Long-term Board 创建长期董事会的三大困境
Ariel Fromer Babcock, R. Eccles, Sarah Keohane Williamson
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. These long-term boards may look different around the world, but they share a few key characteristics: Time 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. Directors 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. Board 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. However, achieving this combination of characteristics presents the board with three meaningful dilemmas: Should 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? Can 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? How do board members engage with shareholders without distracting or undermining management? Through 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.
可以说,一个运作良好的公司董事会是公司尚未开发的最大战略资产之一,它可以对公司的目标、文化和方向产生有意义的影响。虽然许多董事会可能表现出良好的公司治理原则,但在领先公司中,最能创造长期价值的董事会是真正的长期董事会。这些长期董事会在世界各地可能看起来不同,但它们有几个关键特征:花在战略上的时间——长期董事会优先考虑企业的未来,包括花大量时间在战略、商业模式、风险和公司的价值创造主张上。作为所有者的董事——长期董事会通过像所有者一样行事,使董事会的利益与股东保持一致,通常通过股票所有权,随着时间的推移,建立并延续一个有效的董事会。董事会层面与股东的互动——长期董事会对长期股东的目标有着深刻的理解,并定期与他们就具有战略重要性的话题进行互动。然而,实现这些特征的结合给董事会带来了三个有意义的困境:董事会是应该在日常事务上花更少的时间来投入更多的时间来制定战略,还是需要在董事会的整体工作上花更多的时间?董事会成员能否在不受市场估值波动和波动所带来的短期压力影响的情况下,成为他们所服务公司的真正所有者?董事会成员如何在不分散注意力或损害管理层的情况下与股东互动?通过对机构投资者、高级董事和董事会顾问的一系列深入访谈,我们收集了主要董事会如何应对这些挑战的观点,并发现正确处理这些事情通常会创造一个良性循环,从而在董事会层面巩固长期的价值创造方法。
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引用次数: 0
Corporate Governance, Ownership and Control: A Review of Recent Scholarly Research 公司治理、所有权与控制权:近期学术研究述评
A. Kostyuk, Yaroslav Mozghovyi, D. Govorun
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.
这份手稿旨在根据2017年2月27日在罗马举行的“公司治理、所有权和控制权”国际会议上提交的手稿,突出公司治理、所有权和控制权的最新趋势。我们还使用了过去在相关学术期刊上发表的知名论文来支持论文作者在会议上提出的论点。本文从公司所有权和控制权到公司治理机制,涵盖了广泛的公司治理主题,如董事会、董事会多样性、董事薪酬、公司绩效、审计和会计等。我们看到,越来越多的研究人员有兴趣扩大他们的主要研究范围,将其与公司所有权和控制权问题联系起来。目前,公司治理研究主要走两大路线:经典的公司治理实证研究和多学科研究,旨在发现非传统方法解决存在问题。
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引用次数: 36
CEO Dividend Protection 首席执行官股息保障
Dan Zhang
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.
CEO红利保护是高管薪酬方案中的一个重要组成部分,它保护CEO的薪酬不受股利支付导致的股价下跌的影响。首先,我指出,标准普尔500指数成份股公司在是否为首席执行官提供股息保护方面存在很大差异。第二,CEO股利保护与公司股利支付呈正相关。第三,时间序列分析表明,股息保护是在公司增加股息之前实施的。最后,没有证据表明CEO股息保护会影响其他公司政策,如现金持有和投资。
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引用次数: 11
The Various Changes in the Remuneration Practices in Banks and Other Financial Institutions in the United Kingdom after the Global Financial Crisis 全球金融危机后英国银行和其他金融机构薪酬制度的各种变化
Victor Ediagbonya
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.
本文考察了金融危机后银行和其他金融机构在规范各类员工薪酬方面的各种变化。人们已经确定,金融危机的原因之一是银行家不负责任的放贷行为,以换取巨额奖金。文章着眼于欧洲层面的监管,英国的相关欧洲指令和监管的挑战与薪酬有关。最后,文章将欧盟层面的银行家薪酬法规与英国近期的监管制度进行了对比。它认为,英国拥有比欧盟任何其他国家都更强有力的立法。
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引用次数: 0
Executive Compensation 高管薪酬
Pub Date : 2016-04-01 DOI: 10.1002/9781118386361.ch7
M. Reinhard, Daniel Velázquez Escobar
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.
背离股东价值创造的低效和过度的高管薪酬安排,在许多公司都很常见,在某些情况下,还成为引发公司丑闻的一个因素。从公司治理的角度,我们将回顾美国和德国高管薪酬的历史、结构和法律框架。目的是分析美国的披露和独立监管方式,审查经理人薪酬立场,以及其未来,并将其与德国的方式进行比较。因此,我们将分析影响两国高管薪酬的因素。在这一点上,市场参与者和监管机构仍需要克服一些风险和困难,以约束有害的薪酬做法。在联合部分中,我们得出结论,德国和美国采取的监管措施允许薪酬数额存在差异。
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引用次数: 0
Accounting Audits: On Financing Risk in the Presence of Agency Conflicts 会计审计:代理冲突下的融资风险
Beatriz Mariano
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.
本文探讨了在存在代理冲突的情况下,会计审计如何影响投资决策。投资者在短期无风险资产和长期有风险的项目之间进行选择。负责后者的经理有动机夸大中期收益,以便能够继续一个破坏价值的项目。会计审计允许对项目进行中间评估,从而减轻了这一问题,因此,投资者可以在项目变得无利可图之前切断对项目的融资。这减少了最初对代理冲突的担忧,即使管理者夸大回报的动机保持不变,并促进了投资者对风险项目的融资。这些结果与新公司和创新公司特别相关。
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引用次数: 0
Corporate Ownership Structure and Top Executives’ Prosocial Preferences: The Role of Relational and External Blockholders 公司股权结构与高管亲社会偏好:关系股东与外部股东的作用
Hossam Zeitoun, Paolo Pamini
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.
原稿类型。经验。研究问题/问题。公司与其利益相关者之间的关系往往建立在不完全合同的基础上,难以在法庭上执行。企业管理者在维护与利益相关者的不完全契约方面发挥着关键作用。这个角色需要强烈的亲社会动机取向。虽然管理者的动机取向是无形的,但利益相关者可以从管理者的选择和行为中推断出管理者的动机取向。在此基础上,本文探讨了经理人的激励取向是否会因公司股权结构(即关系股东持股和外部股东持股)的不同而不同。研究发现/洞察力。结果表明,关系型股东的所有权与更亲社会的管理者相关,而外部股东的所有权与更自利的管理者相关。本研究采用一种不引人注目的方法来推断管理者的动机取向。这一措施反映了管理者的纳税意愿,可以在瑞士的实证背景下进行系统评估。采用多元回归分析和剖面偏差分析对结果进行了验证。理论/学术影响。本文结合不完全契约理论和行为经济学,分析了股东首要模型和利益相关者模型如何适应不同类型的管理者。基于轮廓偏差的思想,我们认为公司股权结构是影响公司对这两种公司治理模式的近似程度的重要因素,从而影响它们与各自的管理者类型的契合度。医生/政策影响。理论论证和实证证据表明,公司股权结构与管理层激励之间的契合度值得考虑。在选择管理者时,董事会不仅需要关注他们的技能和能力,还需要关注他们的动机取向,以便利用其他公司治理模式的优势。
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引用次数: 7
期刊
CGN: Other Corporate Governance: Compensation of Executive & Directors (Topic)
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