Independent Compensation Committees Research Articles

Disciplining entrenched managers through corporate governance reform: Implications for risk‐taking behavior

AbstractResearch question/issue This paper examines how enhanced monitoring by corporate boards following the passage of the Sarbanes–Oxley Act of 2002 and concurrent reforms to stock exchange rules (SOX) mitigated risk‐related agency conflicts prevalent in entrenched firms.Research findings/insights Post‐SOX, entrenched firms increased risky and value‐enhancing investments. These investments were financed by reductions in financial slack and dividend payouts and by lower cost of debt. The specific mechanism driving the positive changes in corporate policies of entrenched firms is the SOX requirement of an independent compensation committee. Managers of entrenched firms previously noncompliant with this requirement are rewarded with more equity‐based pay after SOX, which strengthened their incentives to pursue value‐creating riskier investments. Only firms with low information asymmetry benefit from this requirement.Theoretical/academic implications The paper provides evidence of a disciplining effect of the critically important governance legislation on firms with entrenched management. The findings suggest that, by imposing an additional layer of discipline on managers, SOX increased managers' willingness to take on riskier but more value‐enhancing projects that were previously stifled in entrenched firms. The paper underscores the roles of an independent compensation committee and information cost in alleviating managerial risk avoidance.Practitioner/policy implications The paper has implications for the ongoing debate among policymakers and legislators on the costs and benefits of SOX and for future governance reforms. Legal enforcement of stricter board requirements can realign investment policies with shareholders' interests even in the presence of value‐reducing firm‐specific arrangements that entrench managers. However, majority independent board and fully independent audit and compensation committees do not rein in chief executive officer (CEO)'s risk aversion. It is a fully independent compensation committee that is instrumental in incentivizing CEOs to pursue risky projects that also add value. Firms and policymakers need to be aware that the effectiveness of the independent compensation committee in designing optimal pay policies depends on the access to timely and accurate information. Other mechanisms need to be considered to enhance risk‐taking in entrenched firms operating in high cost information environments.

Executives' pay–performance link in China: evidence from independent and gender-diverse compensation committees

PurposeIn this paper, the authors investigate whether an independent and gender-diverse compensation committee strengthens the relationship between top managers' pay and firm performance in Chinese companies. The authors also investigate whether the independent compensation committee composed of all male directors is effective in designing the optimal contract for executives.Design/methodology/approachThe authors use data from A-share listed companies on the Shenzhen and Shanghai stock exchanges from 2005 to 2015. As a baseline methodology, the authors use pooled ordinary least square (OLS) regression to draw inferences. In addition, cluster OLS regression, two-stage least square regression, the two-stage Heckman test and the propensity score matching method are also used to control for endogeneity issues.FindingsThe authors find evidence that an independent or gender-diverse compensation committee strengthens the link between top managers' pay and firm performance; that the presence of a woman on the compensation committee enhances the positive influence of committee independence on this relationship; that a compensation committee's independence or gender diversity is more effective in designing top managers' compensation in legal-person-controlled firms than they are in state-controlled firms; that gender diversity on the compensation committee is negatively associated with top managers' total pay; and that an independent compensation committee pays top managers more.Practical implicationsThe study results highlight the role of an independent compensation committee in designing optimal contracts for top managers. The authors provide empirical evidence that a woman on the compensation committee strengthens its objectivity in determining top managers' compensation. The study finding supports regulatory bodies' recommendations regarding independent and women directors.Social implicationsThe study findings contribute to the recent debate about gender equality around the globe. Given the discrimination against women, many regulatory bodies mandate a quota for women on corporate boards. The study findings support the regulatory bodies' recommendations by highlighting the economic benefit of having women in top management positions.Originality/valueThis study contributes to literature by investigating the largely overlooked questions of whether having a gender-diverse or independent compensation committee strengthens the relationship between top managers' pay and firm performance; whether an independent compensation committee is more efficient in setting executives' pay when it is gender-diverse; and whether the effect of independent directors and female directors on top managers' compensation varies based on the firm's ownership structure. Overall, the main contribution of the study is that the authors provide robust empirical evidence in support of the managerial power axiom.

Disciplining Entrenched Managers Through Corporate Governance Reform: Implications for Risk-Taking Behavior

Research Question/Issue: This paper examines how enhanced monitoring by corporate boards following the passage of the Sarbanes-Oxley Act of 2002 and concurrent reforms to stock exchange rules (SOX) mitigated risk-related agency conflicts prevalent in entrenched firms. Research Findings/Insights: Post SOX, entrenched firms increased risky and value-enhancing investments. These investments were financed by reductions in financial slack and dividend payouts, and by lower cost of debt. The specific mechanism driving the positive changes in corporate policies of entrenched firms is the SOX requirement of an independent compensation committee. Managers of entrenched firms previously non-compliant with this requirement are rewarded with more equity-based pay after SOX, which strengthened their incentives to pursue value-creating riskier investments. Only firms with low information asymmetry benefit from this requirement. Theoretical/Academic Implications: The paper provides evidence of a disciplining effect of the critically important governance legislation on firms with entrenched management. The findings suggest that, by imposing an additional layer of discipline on managers, SOX increased managers' willingness to take on riskier, but more value-enhancing projects that were previously stifled in entrenched firms. The paper underscores the roles of an independent compensation committee and information cost in alleviating managerial risk avoidance. Practitioner/Policy Implications: The paper has implications for the ongoing debate among policy-makers and legislators on the costs and benefits of SOX and for future governance reforms. Legal enforcement of stricter board requirements can realign investment policies with shareholders' interests even in the presence of value-reducing firm-specific arrangements that entrench managers. However, majority independent board and fully independent audit and compensation committees do not rein in CEO's risk aversion. It is a fully independent compensation committee that is instrumental in incentivizing CEOs to pursue risky projects that also add value. Firms and policy-makers need to be aware that the effectiveness of the independent compensation committee in designing optimal pay policies depends on the access to timely and accurate information. Other mechanisms need to be considered to enhance risk-taking in entrenched firms operating in high cost information environment.

Downward wage rigidity in American technology firms

This study reviews the role of various corporate governance mechanisms to pay for performance in American technology firms. Compared to traditional business leaders, CEOs in technology firms possess stronger power for negotiating with shareholders; such power theoretically lowers the chance of interest conflicts between management and control but may increase CEOs’ wage rigidity during business downturns, especially in firms with poor corporate governance. We evaluate ownership structure; board composition; and the existence of independent compensation committees throughout the dot-com bubble and bubble-burst periods. We aim to examine during the business downturn period whether these CEOs cut their compensation effectively or exercise their negotiation power to protect their own benefit. Our empirical results provide strong evidence that given poor firm performance, CEOs with weak corporate governance negotiate higher cash-based pay rather than reduce their compensations. However, we find that venture capitalists play an important role in monitoring CEOs and revising compensation.

Are Independent Directors Effective Corporate Monitors? An Analysis of the Empirical Evidence in the USA and Canada

This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors’ monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors. Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances. Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation’s shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.

Are Independent Directors Effective Corporate Monitors? - An Analysis of the Empirical Evidence in the USA and Canada

This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors’ monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors. Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances. Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation’s shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.

The Effect of Compensation Committee on CEO Compensation Contracts: Evidence from China

Abstract Since 2002, the China Securities Regulatory Commission (CSRC) has required companies listed in China to set up compensation committees. In response to this requirement, this paper examines the relationship between CEO compensation and the establishment and independence of such committees. Our results show that the existence of compensation committees (and their greater independence) can improve both the level of pay and the pay-performance sensitivity of CEO compensation in SOEs, supporting the optimal contracting argument. In contrast, when managerial power is stronger than that of the compensation committee, pay increases but not the pay-performance sensitivity, with the committee’s independence having no significant impact on compensation contracts. These findings are in line with the managerial power argument. Our results indicate that the CSRC’s requirement that listed companies form independent compensation committees is effective under certain conditions.

CEO compensation and strategic expenses: penalizing, shielding or rewarding?

PurposeThe purpose of this paper is to investigate the way in which CEOs are shielded or rewarded for incurring R&D expenses. Strategic expenses such as R&D yield returns over a long period of time even though GAAP requires them to be written off in the period they are incurred. Going beyond the existing shielding paradigm, the paper investigates whether compensation committees actively reward CEOs for incurring strategic expenses.Design/methodology/approachThe paper uses empirical analysis by using regression analysis with CEO compensation (both cash and equity) as the dependent variable and firm size, firm performance, earnings risk, market‐to‐book ratio, R&D expenses, advertising expenses and governance variables as control, independent and test variables.FindingsThe paper shows that CEOs are not only shielded but are actively rewarded for incurring R&D expenses. The paper also shows that the shield/reward effects are stronger in manufacturing firms. Finally, the paper shows that independent compensation committees increase rewards for R&D expenses.Research limitations/implicationsGiven the small sample of firms with advertising expense data, a larger sample, possibly using hand‐collected data will be required to arrive at definitive conclusions regarding shielding/rewarding for advertising. Furthermore, the shielding of both R&D and advertising expenses should be looked at in conjunction with the duration of the persistence of benefits of such strategic expenses.Originality/valueThis paper shows how compensation committees can use compensation to induce executives to undertake strategic expenses on behalf of the firm.

The Impact of Independent and Overlapping Board Structures on CEO Compensation, Pay-Performance Sensitivity and Earnings Management

Due to the Sarbanes-Oxley Act (SOX), new rules that require independent directors on corporate boards and committees are likely to create overlapping board structures (when a director serves on more than one committee). The purpose of this study is to examine the effects of independent and overlapping board structures on CEO compensation, CEO pay-performance sensitivity, and accrual management. Our results support Laux and Laux (2009) that overlapping compensation committees take conservative actions by granting CEOs less equity-based compensation to reduce the monitoring cost of financial reporting. However, contrary to Laux and Laux (2009), we do not find that overlapping compensation committees have any effect on CEO pay-performance sensitivity. Furthermore, our results show that SOX might reduce risk taking because independent compensation committees grant CEOs more cash-based and less equity-based compensation after SOX. In addition, although SOX improves the audit committee’s oversight functions, our findings support Laux and Laux (2009) that overlapping audit committees have an association with accruals management.

Monolithic Versus Differential Impacts of Sox Regulation on the Market Valuation of Banks’ Loan Loss Provision

This study examines the incremental impact of the Sarbanes-Oxley Act (SOX) on the market valuation of the discretionary component of banks’ provision for loan losses. SOX provides an interesting context for testing the efficacy of corporate governance provisions developed in the professional and government fields. We find that prior to SOX, the market assigned a higher valuation of discretionary loan loss provisions when the board was independent. In contrast, post-SOX, we document a significant negative incremental effect on market valuation for a board with more independent directors. These findings are consistent with economic regulation theory. A fully independent compensation committee also has a significant positive incremental impact on the valuation of discretionary loan loss provision post-SOX. We contribute to prior literature on corporate governance by unpacking specific effects of different proposed governance provisions, thereby revealing that the developed notions of corporate governance have not led to a monolithic governance-enhancing structure but rather to disparate parts, some of which may be detrimental.

The economic determinants of compensation committee quality

PurposeThe purpose of this paper is to investigate the economic determinants of compensation committee quality.Design/methodology/approachSample firms were selected from the IRRC Directors' database. Compensation committee quality is measured as the factor score from a principal component analysis of six compensation committee characteristics. Regression analyses are conducted to test the hypotheses.FindingsIt was found that firms with lower CEO influence, less institutional shareholders, fewer growth opportunities, and that are smaller in size are more likely to have high quality compensation committees.Practical implicationsThe results imply that even in the presence of a requirement to have only independent directors on the compensation committee, the quality of compensation committees can vary cross‐sectionally depending on the firm's economic circumstances. Thus, a one‐size fits all solution for compensation committee quality might not be optimal as different firms have different incentives in composing their compensation committees.Originality/valueThis paper adds to the limited literature on compensation committees by using a new measure of compensation committee quality to examine the economic factors that affect the governance quality of independent compensation committees. This paper also complements the board and audit committee research by examining whether the same factors that affect board and audit committee quality might also affect compensation committee quality.

Do managers influence their own pay? Evidence from stock incentive plans in an emerging market economy

This study examines the extent of managers' opportunistic behaviour in influencing their own executive stock incentive plans in an emerging market economy, namely, China. Using a sample of 53 stock incentive plans in Chinese publicly listed companies during 2006-2007, we find a significant decline in stock prices before the disclosure of stock incentive plans and a significant increase in stock prices shortly after the disclosure, consistent with self-interested managers undertaking self-dealing opportunities to affect the exercise price of incentive plans. We also find that abnormal stock return reversals are more pronounced for non-state-owned enterprises (SOEs) with less independent compensation committees, thus suggesting that strong

Can Boards with a Majority of Independent Directors Lower CEO Compensation?

Previous studies have found that board composition influences CEO compensation. However, these findings are susceptible to bias caused by endogeneity and outliers. This paper re-examines the above relation by exploring the impact on CEO total pay of a mandate for board composition imposed exogenously by US stock exchanges. I find that, after excluding a few notable outlier firms, boards that comprise a majority of independent directors have no influence on CEO total pay. Moreover, the requirement for an independent compensation committee has a perverse effect by enhancing (rather than lowering) CEO total pay. These findings cast doubts on the effectiveness of the mandate and suggest that the mandate may have no effect (or even an adverse effect) on limiting CEO total pay.

The Effect of Compensation Committee Quality on the Association between CEO Cash Compensation and Accounting Performance

ABSTRACTManuscript Type: EmpiricalResearch Question/Issue: We examine the effect of compensation committee quality on the association between CEO cash compensation and accounting earnings and the moderating effects of growth opportunities and earnings status.Research Findings/Insights: Using a sample of 812 US firms, we find that CEO cash compensation is more positively associated with accounting earnings when firms have high compensation committee quality. We also find that the positive effect of compensation committee quality on the association between CEO cash compensation and accounting earnings is less for high growth firms or loss‐making firms.Theoretical Implications: We contribute to the agency‐based research on CEO compensation by: 1) directly examining the impact of compensation committee quality on the sensitivity of CEO cash compensation to accounting earnings; 2) examining whether the role of compensation committee quality varies across firms; and 3) developing a broader and richer measure of compensation committee quality.Practical Implications: Our findings imply that shareholders and directors should be concerned about the composition of compensation committees as we find that compensation committee quality varies depending on compensation committee size and other characteristics of the committee members. Our findings also imply that for compensation committee members, there are greater challenges in monitoring CEO compensation contracts for firms with high growth or that incur losses. Further, our findings imply that even when all compensation committees are regulated to be fully independent, there are still quality differences among these independent compensation committees.

Board of directors' governance challenges and earnings management

PurposeThe purpose of this paper is to examine the relationship between corporate governance and earnings management in US context and provide further insights on the effects of board of directors' characteristics on earnings management.Design/methodology/approachThe paper uses a sample of three groups of US firms; where firms with relatively high negative, firms with relatively high positive, and those with low levels of discretionary accruals in the year 2004 are examined. Descriptive statistics, univariate analysis, multivariate analysis, board of directors' characteristics, and possible relationships between corporate governance variables and earnings management proxy provide the basis for discussion.FindingsFirms with annually elected boards, small size boards, 100 percent independent nominating committees, and 100 percent independent compensation committees have more negative discretionary accruals. However, firms with 75‐90 percent independent board or firms with a board size of between nine and 12 have higher positive discretionary accruals.Research limitations/implicationsCertain board characteristics may be the important factors associated with constraining the propensity of managers to engage in earnings management.Practical implicationsResults are limited by the accuracy of the models applied to isolate discretionary accruals. Additionally, the direction diverse of discretionary accruals may differ with selecting a time series of three or more years as a base for the analysis.Originality/valueIn contrast to prior literature, where board composition is defined as an insiders‐ or outsiders‐controlled board, this paper classifies board composition into seven discrete categories, using the same seven categories employed by Institutional Shareholder Services in evaluating and assigning corporate governance quotient scores to firms. The paper's major contributions to the existing literature are its findings that income‐increasing and income‐decreasing discretionary accruals have a different relationship with corporate governance practices and its expansion of the scope of corporate governance from board independence and audit committee independence to other corporate governance characteristics. This paper provides evidence that supports US regulators' initiatives that stronger corporate governance mechanisms provide greater monitoring of the financial accounting process and may be the important factors in improving the integrity of financial reporting.