Executive Compensation Disclosure Research Articles

The enhanced disclosure of executive compensation in Korea

In Korea, with the amendment of the Financial Investment Services and Capital Markets Act (FISCMA) in 2013, the disclosure rule of executive compensation has been enhanced. The new legislation requires listed firms to disclose pay information for registered directors who earn more than 500 million Korean won in compensation per year. Using individual compensation data, we investigate whether the amended disclosure rule affects compensation level and pay–performance relation. We find no reduction in executive pay level. Rather, executives receive higher compensation after the enhanced disclosure rule. We also find that for executives who earned less than the optimal pay level in the ex ante period, pay growth rates are higher in the ex post period, suggesting that the availability of information about others' pay level affects pay changes for directors in the lower pay group. Moreover, the enhanced disclosure rule brings little improvement in pay–performance relation. Pay–market performance link has improved only for firms with good governance. Our results suggest that compensation disclosure rules need to be accompanied by good governance mechanisms in order to achieve effective compensation systems.

Executive compensation disclosure and private control benefits: A comparison of U.S. and Canadian dual class firms

Prior research on the cross-country variation of reporting choices induced by managerial incentives to extract private benefits is limited in its use because the research often used accounting measures that had limited empirical correlations with direct estimates of private control benefits. This study attempts to resolve the void in the literature by using a measure of compensation disclosure that has been shown to be directly correlated with excess compensation. The evidence shows that while compensation disclosure choices in dual class share firms tend to be more opaque, they are lesser so in a relatively weaker investor protection environment. This is consistent with the explanation that a weaker investor protection environment magnifies the perception of agency costs associated with dual class equity, inducing such firms to be less opaque in their disclosures in an attempt to mitigate this perception. Based on prior literature, Canada and the U.S. are used to proxy for weak and strong investor protection environments respectively. The study also provides evidence that institutional blockholders encourage compensation disclosure transparency but lesser so in Canada.

Managerial Labor Market during Institutional Transition: A study of CEO compensation and voluntary turnover

AbstractManuscript TypeEmpiricalResearch Question/IssueThis paper investigates the influence of CEO compensation on voluntary turnover and the moderating role of the managerial labor market. It explores how institutional contingencies related to labor market transparency, mobility, and competitiveness shape supply and demand conditions of the managerial labor market, and consequently affect the relationship between CEO underpayment and turnover.Research Findings/InsightsUsing a sample of Chinese listed firms between 2002 and 2011, we document that underpaid CEOs are associated with a larger likelihood of voluntary turnover in China. Importantly, we find that CEO underpayment will increase the likelihood of voluntary turnover to a greater extent when executive compensation disclosure is mandatory, when regional labor mobility is higher, and when industry growth rate is larger. Overall, our study demonstrates that underpayment below the market rate motivates CEOs to exit their organizations and such a reaction is more likely to materialize when managerial labor market conditions are favorable enough to create a strong pull force.Theoretical/Academic ImplicationsThis study adopts an interdisciplinary perspective built on institutional theory, organizational psychology, and labor economics to examine the role of the managerial labor market during institutional transition. It integrates the social psychological explanation of turnover with the perspective of labor economics by linking both pull side and push side drivers of organizational participation with demand and supply conditions of the managerial labor market.Practitioner/Policy ImplicationsThis study suggests that the design of executive compensation should consider the ongoing labor market rate for retention and motivation reasons, especially when managerial talent is under tight supply and strong demand.

The effects of the 2006 SEC executive compensation disclosure rules on managerial incentives

In 2006, the SEC amended the disclosure requirements for executive compensation and stock ownership. This paper examines the effects of these amendments on (1) the association between equity-based executive incentives and firm payout choice, and (2) the association between executive compensation and earnings management. We find that after the effective date of the SEC rules, the positive associations between executive stock option holdings and firm open-market repurchases, and between executive shareholdings and firm dividend payouts, have weakened. In addition, the positive associations between bonus and discretionary accruals, between bonus and real earnings management, and between equity compensation and real earnings management, have decreased. In general, these findings are consistent with the notion that the 2006 SEC disclosure rules lowered management's self-interested actions by mitigating the information asymmetry between investors and managers.

The Effect of Compensation Disclosure on Compensation Benchmarking: Evidence From China

Improved compensation disclosure should increase the efficiency of executive compensation contracts through better benchmarking with peer groups even though managers might try to influence this process through a selective choice of peers. Using a sample of Chinese companies, we find that industry benchmarking is prevalent in China. Moreover, as the regulation for executive compensation disclosure was amended in 2005, executives whose compensation is above the industry average have experienced much smaller pay rises, and executives whose compensation is below the industry average have had much higher pay raises. The results of our study are robust after controlling for various firm and industry characteristics. The results also show that companies controlled by different entities (i.e., central government, local government, or nongovernment) behave very differently in response to enhanced compensation disclosure. These findings highlight the importance of policymakers understanding how different firms react to improved disclosure.

Non‐compliance in Executive Compensation Disclosure: the Brazilian Experience

AbstractWe examine the determinants and consequences of firms’ choice not to comply with a new executive compensation disclosure regulation. We exploit a unique feature of Brazilian markets, where a change in the regulation of executive compensation disclosure could arguably lead to personal security‐related costs for executives. This major reform in executive compensation disclosure in Brazil became effective in December 2009. While some firms complied with the change in regulation, other firms explicitly refused to comply fully with the regulation by using a court injunction. After controlling for firm‐specific characteristics and both social and economic inequality measures, we find that the degree of criminality in the state in which the firm is headquartered (a proxy for security‐related costs) and the level of CEO compensation are important determinants of a firm's decision not to fully disclose executive compensation information. We also show that firms which do not fully comply with the regulation face costs in the form of higher bid‐ask spreads, suggesting investors are leery of the decision not to comply with the regulation. We discuss the potential implications of our results in the context of executive compensation disclosure reform.

Executive Bonus Target Ratcheting: Evidence from the New Executive Compensation Disclosure Rules

This study investigates whether firms revise executive bonus compensation targets based on past performance. Studies in this area suffer from a lack of detailed information related to executive performance targets. Using mandatory disclosures of executive compensation information under the U.S. Securities and Exchange Commission’s new disclosure rules, this study provides the first large-sample evidence of bonus target ratcheting. There are three major findings: (1) Executive bonus targets ratchet and they ratchet asymmetrically; (2) the degree of target ratcheting and ratcheting asymmetry vary with firm executive equity incentives, investment opportunities, and executives’ time horizons; and (3) performance relative to bonus target is serially correlated.

CEO Overpayment and Dismissal: The Role of Attribution and Attention

AbstractManuscript TypeEmpiricalResearch Question/IssueThis study investigates the moderating role of CEO overpayment on the relationship between firm performance and CEO dismissal. We also examine how contextual factors, including compensation disclosure regulation, firm index status, and firm age, influence board attention and attribution, and consequently affect the sensitivity of CEO dismissal to firm performance.Research Findings/InsightsUsing a sample of Chinese listed firms between 2002 and 2011, we find that overpaid CEOs are associated with a larger likelihood of dismissal in case of poor firm performance compared to their underpaid counterparts. In addition, CEO overpayment has a larger influence on the turnover‐performance relationship when executive compensation disclosure is mandatory, when a firm is index‐included, or younger.Theoretical/Academic ImplicationsThis study provides empirical support for attribution theory and the attention‐based view. Built on the concept of bounded rationality, it demonstrates that board sense‐making and causal attributions affect the CEO dismissal decision. Our study also sheds light on the influence of situational cues on shaping board attention and subsequent corporate governance decisions.Practitioner/Policy ImplicationsThis study offers insights to policymakers interested in enhancing the design of corporate governance mechanisms by paying attention to cognitive processes in the boardroom.

Pengaruh Struktur Kepemilikan, Ukuran Komite Audit dan Kualitas Audit Terhadap Luas Pengungkapan Kompensasi Manajemen Kunci di Laporan Keuangan

The purpose of this study is to investigate the effect of ownership structure and audit committee's size to the disclosure of executive management compensation in the Financial Statement. The research 's samples are 125 manufacturing companies that listed in Indonesia Stock Exchange in 2012. The results of this research show that managerial ownership and audit committee's size does not have a significant effect to the disclosure of executive management compensation in the Financial Statements. Besides that, institutional ownership has a negative significant effect to the disclosure of executive management compensation in the Financial Statements.

임원보수 공시에 관한 쟁점의 검토

임원보수 공시에 관한 쟁점의 검토

Non-Mandatory Say on Pay Votes and AGM Participation: Evidence from Germany

Since August 2009, German legislation allows for voluntary Say on Pay Votes (SoPV) during Annual General Meetings (AGMs). We examine 1,169 AGMs of all German listed firms with more than 10,000 agenda items over the period 2010-2013 to identify (1) determinants and approval rates of voluntary SoPVs, (2) the effect of voluntary SoPVs on AGM participation, and (3) the effect of SoP on executive compensation. Our data reveals that in the first four years of the voluntary say on pay regime every second firm in our sample has opted for having a SoPV. The propensity for a SoPV increases with firm size, abnormal executive compensation and free float of shares. Indeed, smaller firms with concentrated ownership do not only have a lower propensity for a SoPV, but also show a higher propensity to opt for only limited disclosure of executive compensation. Approval rates of SoPVs are lower than the approval rate for the average AGM agenda item and this effect is stronger in (i) widely held firms as well as in (ii) firms with abnormal executive compensation. Additionally, SoPVs actually can increase AGM participation; however, this result is particularly evident for widely held firms. Finally, we find stronger pay for performance elements within total executive compensation, particularly when the effect of executive compensation is lagged over the years following the vote. Overall, our results are consistent with the view that firms use voluntary SoPV to gain legitimation for executive remuneration policies in firms with low ownership concentration. This is enforced, where (small) shareholders consider executive compensation a part of the agency problem of listed firms, and where (small) shareholders consider SoPVs as a possibility to actively influence corporate decisions, with these decisions leading to a higher degree of alignment between executive management boards and shareholders.

Facing the Regulators: Noncompliance With Detailed Mandatory Compensation Disclosure in Brazil

A preliminary court injunction based on alleged personal security risks gave Brazilian public companies the option of noncompliance with new executive and director compensation disclosure rules. We find that noncompliance is possibly motivated by agency conflicts and not by crime rates in the state where the company is headquartered. Noncompliers tend to present lower corporate governance (CG) quality, higher ownership concentration, larger total assets, and less profitability. State- and foreign-owned companies are significantly less likely noncompliers. Shareholders correctly anticipated that lower CG quality firms were more likely noncompliers but may have been negatively surprised when some higher CG quality firms did not comply.

The JOBS Act disclosure exemptions: Some early evidence

This paper examines early evidence of IPO registrants' disclosure exemption choices in response to the optional disclosure relief provided by the recently enacted Jumpstart Our Business Startups Act (JOBS Act) of 2012. The JOBS Act provides firms going public classified as “emerging growth companies” (EGCs) with certain accounting and financial reporting and disclosure exemptions not available to other issuers. The study's results for EGC firms filing prospectuses through August, 2013, indicate that for the earliest companies affected by the JOBS Act, greater board independence and audit committee accounting expertise are associated with greater likelihood of foregoing financial reporting exemptions. Moreover, the study finds that scaled executive compensation disclosure exemptions had widespread acceptance while the private company accounting standards and reduced audited financial statements exemption provisions were initially less utilized. Finally, the study finds that even though the JOBS Act raised the threshold for disclosure relief up to $1 billion in revenues, those firms that were already classified as smaller reporting companies which already have less extensive disclosure demands under SRC Rule #33–8876, were those most likely to initially take these exemptions. The paper discusses the practical implications of the study's findings for accounting standard-setters, watchdogs, and policy makers.

'Grade Incomplete': Examining the Securities and Exchange Commissionns Attempt to Implement Credit Rating and Certain Corporate Governance Reforms of Dodd-Frank

Following the financial crisis of 2007-2009, Congress passed the Dodd-Frank Act with stated goals, among others, of creating a sound economic foundation and protecting consumers. The Dodd-Frank Act creates several new agencies and restructures the financial regulatory system, yet controversies remain on the promulgation of new rules and the overall effectiveness in accomplishing the stated goals of the Act. This Article briefly discusses the status of rulemaking by newly created agencies and the restructured financial regulatory system mandated by the Dodd-Frank Act three years after its passage. Next, we focus on certain aspects of the SEC and its charge from Dodd-Frank to implement new agencies and regulations. Specifically, we examine the SEC efforts to establish the Office of Credit Ratings and its regulations and the SEC’s efforts related to additional executive compensation disclosure regulations required by Dodd-Frank.

Enforcing International Financial Standards in Brazil: Limits and Possibilities for Adoption of IOSCO Principles

Foreign capital and institutional investors play a key role in the Brazilian capital and financial markets. Internationally promoted regulatory patterns, especially IOSCO principles, have been increasingly influencing administrative rule making by the Brazilian Securities and Exchange Commission (CVM) as well as the adoption of transnational rules in Brazil by means of self-regulatory activity. Even though there is a certain level of convergence of market regulatory standards at the transnational level, implementation and enforcement of rules remains essentially domestic. We analyze two case studies regarding the transposition of international standards into the Brazilian legal system, which illustrate this tension between the transnational and domestic dimensions of financial markets regulation. The first case concerns a CVM rule on disclosure of executive compensation and the its interpretation by local courts. The second case refers to the adoption of suitability rules.

Corporate Social Responsibility And The Quality Of Executive Compensation Disclosures

This paper examines the relationship between corporate social responsibility and executive compensation disclosure quality. We test whether socially responsible firms disclose more transparent and detailed information about their executive compensation packages than firms that are less committed to social responsibility initiatives. Using a sample of 187 publicly listed Canadian firms, we find a positive relation between CSR and executive compensation disclosure quality. We also document a positive (negative) association between firm size (ownership concentration) and executive compensation disclosure. These findings support the conclusion that increased disclosure transparency reflects a companys social engagement towards its stakeholders.

The Impact of CEO Compensation on Nonprofit Donations

ABSTRACTIn this paper we show that supporters reduce donations to nonprofits subsequent to disclosure of high executive compensation. We find evidence consistent with large, sophisticated donors actively seeking out and reacting to compensation information made available in IRS Form 990, while smaller donors react to compensation disclosures in the media. Additional analysis indicates that these results vary systematically across nonprofits, as we find a stronger negative relation in nonprofits classified as more charitable, and a weaker relation in nonprofits that provide services to their donors. In contrast neither grantors nor patrons appear to react to executive compensation disclosures.Data Availability: All data are available from public sources.

Non-Compliance in Executive Compensation Disclosure: The Brazilian Experience

We examine the determinants and consequences of firms’ choice not to comply with a new executive compensation disclosure regulation. We exploit a unique feature of Brazilian markets, where a change in the regulation of executive compensation disclosure could arguably lead to personal security-related costs for executives. This major reform in executive compensation disclosure in Brazil became effective in December 2009. While some firms complied with the change in regulation, other firms explicitly refused to comply fully with the regulation by using a court injunction. After controlling for firm specific characteristics and both social and economic inequality measures, we find that the degree of criminality in the state in which the firm is headquartered (a proxy for security-related costs) and the level of CEO compensation are important determinants of a firm’s decision not to fully disclose executive compensation information. We also show that firms which do not fully comply with the regulation face costs in the form of higher bid-ask spreads, suggesting investors were leery of the decision not to comply with the regulation. We discuss the potential implications of our results in the context of executive compensation disclosure reform.

Compensation discussion and analysis (CD&A): Readability and management obfuscation

This paper examines the relationship between the readability of the CD&A section in proxy statements and management motives to obfuscate executive compensation disclosures. Using the CD&As in the 2007 and 2008 proxy statements, we examine whether the CD&A readability is associated with the proportion of CEO pay not related to the economic determinants of compensation. We note that the average CD&A is difficult to read. We find that firms with CEO pay exceeding the benchmark pay have a more difficult to read CD&A in the 2007 proxy season. The result suggests that, in its first CD&A report, top management tends to cloak its compensation practices when the practices are not tied to the economic determinants of pay. However, we also find those firms with CEO pay exceeding the benchmark pay improve the readability of their CD&As in the 2008 proxy season, suggesting that executive compensation disclosure improves under regulatory oversight and public pressure.

Peer Group Composition, Peer Performance Aggregation, and Detecting Relative Performance Evaluation

We study S&P 500 firms’ disclosure of relative performance evaluation (RPE) details in their first proxy statement filing after the effective date of an SEC rule mandating expanded executive compensation disclosures. Using theoretically-developed implicit techniques to detect RPE use, we compare inferences from the explicit disclosures with inferences from the implicit tests. In our hand collection of each firm’s first proxy statement after the expanded disclosure mandate, we identify 17.32% of the S&P 500 firms as explicit RPE disclosers. In the subsample of RPE disclosers, we find consistent implicit evidence of RPE as long as the peer group is composed either of firms in the same industry/size quartile or of firms named as peers in the explicit RPE disclosures. More importantly, in the subsample of explicit RPE non-disclosers, we also detect the use of RPE, using industry/size peer groups and weighting each peer’s performance by each peer’s correlation with systematic risk relative to each peer’s idiosyncratic risk. Our inferences depend on assumptions about the choice of peers and the weights on those peers, suggesting important implications for RPE researchers. These findings also imply that relying on explicit mandated disclosures of RPE may understate the prevalence of RPE in practice.