Abstract

Grounding in the agency theory, this paper questions whether high quality compensation committee influences the design of executive remuneration towards the alignment of the contrasting interests between managers and shareholders. Relying on a comprehensive approach that captures the compensation committee quality based on different attributes (i.e. independence, interlocking directorates, directors appointed by minorities) we conduct a two-step empirical analysis. First, we illustrate the evolution over time of the stock option plan characteristics and construct an illustrative diagram that shows the linkages between the attributes of the compensation committee quality and the elements of the option plans. Second, we run a probit regression analysis to deeply investigate the picture emerging from the diagram. Our results document that the quality of compensation committee significantly affects the assignment of incentive stock option plans. The paper evidence advances the knowledge in the literature on compensation committee and executive remuneration, by highlighting that structural characteristics of the committee other than independence of its members play a pivotal role in writing effective remuneration contracts for the executives. Our findings are also useful for investors and policymakers.

Highlights

  • In recent years, compensation committees have attracted the attention of scholars, practitioners and regulators due to their pivotal role in defining, administering, overseeing executive compensation and setting the parameters for effective equity remunerations

  • In this study we investigate whether the quality of compensation committee influences the effectiveness of executive remuneration in aligning the contrasting interests of managers and shareholders by focusing on stock option plans

  • This study investigates the influence of compensation committee quality on the effective design of SOPs for the alignment of managerial goals with those of shareholders

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Summary

Introduction

Compensation committees have attracted the attention of scholars, practitioners and regulators due to their pivotal role in defining, administering, overseeing executive compensation and setting the parameters for effective equity remunerations. The quality of compensation committees directly affects executive compensation through the definition of remuneration packages whose aim is to align manager and shareholder interests. Among the studies exploring the role of board committees, most has focused on the audit rather than the compensation committees (Klein, 2003). To fill this gap, in this study we investigate whether the quality of compensation committee influences the effectiveness of executive remuneration in aligning the contrasting interests of managers and shareholders by focusing on stock option plans (hereafter SOPs)

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