礼尚往来:中国无资格独立董事的任命

Courtesy calls for reciprocity: Appointment of uncertificated independent directors in China

Corporate Governance: An International Review · 2021
被引 22
ABS 3

中文导读

研究中国无资格独立董事(任命时未达标)与内部人之间的互惠效应,发现他们更少投反对票,且公司更易发生利益侵占和信息不透明,对政策制定者完善独立董事资格规则有启示。

Abstract

Abstract Research Question/Issue Using regulatory qualification requirements for being an independent director in China, we examine the effect of explicit norms of reciprocity between uncertificated independent directors (UIDs), who are not qualified at the beginning of their appointment, and insiders. Research Findings/Insights We find that UIDs are less likely to cast dissenting votes after their appointment, especially after they are qualified, and that firms with UIDs exhibit more expropriation and information opacity. Our main results are robust to alternative explanations and endogeneity tests. Theoretical/Academic Implications Our study contributes to the literature on reciprocity theory by presenting a new reciprocity norm under the rules of ID qualification and documenting that independent directors who highly value board appointment reciprocate with less independence. Practitioner/Policy Implications This study offers insights to policy makers regarding how to effectively establish and enhance regulations for qualification for independent directors throughout the world.

公司治理独立董事中国资本市场互惠理论