独立董事应该有任期限制吗?经验在公司治理中的作用

Should Independent Directors Have Term Limits? The Role of Experience in Corporate Governance

Financial Management · 2015
被引 91
人大 A-ABS 3

中文导读

研究了任期较长的独立董事在董事会治理、监督决策和咨询结果中的作用,发现他们更尽职,能降低CEO薪酬、提高CEO更替对业绩的敏感性、减少故意误报盈余,且公司并购质量更高,因此对董事施加任期限制可能不妥。

Abstract

We examine the role of independent directors with extended tenure in board‐level governance, monitoring decisions, and advising outcomes. These directors exhibit a higher level of commitment as they attend more board meetings and take more committee memberships. Firms with a higher proportion of these directors have lower chief executive officer (CEO) pay, higher CEO turnover‐performance sensitivity, and a smaller likelihood of intentionally misreporting earnings. These firms also restrict the expansion of resources under the CEO's control as they are less likely to make acquisitions, while the acquisitions they do make are of higher quality. Efforts to impose term limits on directors may, therefore, be misguided.

独立董事任期公司治理CEO薪酬并购质量