董事会提名委员会的性质及其在公司治理中的作用

The Nature of Board Nominating Committees and Their Role in Corporate Governance

Journal of Business Finance & Accounting · 1999
被引 149
人大 A-ABS 3

中文导读

研究董事会提名委员会的使用和构成与董事会及所有权特征的关系,发现提名委员会的使用与内部所有权负相关,与外部董事独立性正相关,且委员会成员多为独立、有经验的外部董事。

Abstract

This study examines the association between the employment and composition of nominating committees with board and ownership characteristics. First, the results suggest that the likelihood of using a nominating committee is inversely related to the level of inside ownership and positively weakly, related to the independence, but not the number, of outside board members. Second, the percentage of insiders participating in the committee is positively related to inside ownership, and negatively related to proxies for outside director quality. Finally, outside directors are more likely to serve on the nominating committee the more outside directorships they hold, and the longer their tenure in the firm. The likelihood of insider committee membership rises with a director's equity investment, with board tenure, and with other committee memberships. Taken together, the results are consistent with nominating committees substituting inside ownership in controlling management, mostly improving board quality, and being staffed with independent, experienced, and knowledgable members.

提名委员会公司治理董事会特征内部人所有权