独立董事的声誉关注:来自个人董事投票的证据

Reputation Concerns of Independent Directors: Evidence from Individual Director Voting

Review of Financial Studies · 2015
被引 335 · 同刊同年前 10%
人大 AFT50UTD24ABS 4*

中文导读

研究中国上市公司独立董事2004-2012年的投票行为,发现注重声誉的董事更可能投反对票,且这种反对行为能带来更多外部董事职位和更低监管风险,并改善公司治理。

Abstract

This study examines the voting behavior of independent directors of public companies in China from 2004–2012. The unique data at the individual-director level overcome endogeneity in both board formation and proposal selection by allowing analysis based on within-board proposal variation. Career-conscious directors, measured by age and the director's reputation value, are more likely to dissent; dissension is eventually rewarded in the marketplace in the form of more outside directorships and a lower risk of regulatory sanctions. Director dissension improves corporate governance and market transparency primarily through the responses of stakeholders (shareholders, creditors, and regulators), to whom dissension disseminates information. Received December 8, 2014; accepted October 19, 2015 by Editor Andrew Karolyi.

独立董事投票声誉关注异议行为公司治理