职业董事与治理质量

Professional Directors and Governance Quality

Contemporary Accounting Research · 2019
被引 15
人大 A-FT50ABS 4

中文导读

研究了职业董事(仅担任独立董事、无其他工作)对公司治理的影响,发现其比例越高,公司并购更多但回报更低、业绩与高管更替关联更弱、财务表现更差,市场对其任命反应负面,不支持董事会职业化的呼吁。

Abstract

ABSTRACT We examine professional directors—board members with no employment outside of serving as independent directors. We find that boards with a higher percentage of professional directors engage in more acquisitions, experience lower acquisition announcement returns, and exhibit lower performance‐turnover sensitivity and lower financial performance. We also examine the returns surrounding the appointment‐announcement dates of professional directors and find that firms experience significantly lower cumulative abnormal returns upon the appointment announcement of professional directors as compared to nonprofessional directors. The negative returns are primarily experienced by firms that face greater agency issues, suggesting that the market does not value professional directors for stricter monitoring. Overall, our findings do not lend support for calls to professionalize corporate boards.

职业董事公司治理质量收购绩效代理问题