Unnatural selection of outside directors: Consequences of Japanese corporate governance reforms
研究了日本上市公司为遵守公司治理改革而增加外部董事的现象，发现前公司审计师转为同一公司外部董事的案例增多，且这种趋势在改革前不合规的公司中更明显，导致外部董事的“非自然选择”。
Abstract We examine how Japanese listed companies increase the number of outside directors to comply with corporate governance reforms. We find that, after the reforms, there has been an increase in the number of cases in which former company auditors ( kansayaku ) become outside directors in the same company. This trend is more pronounced for hitherto noncompliant firms with insufficient outside directors before the reforms. Moreover, the firms appointing company auditors as outside directors tend to change their corporate structures to maintain existing practices and minimize compliance costs. Our findings imply that Japanese reforms have increased the unnatural selection of outside directors.