首席独立董事:是良好的治理还是装点门面?

lead Independent Directors: Good governance or window dressing?

Journal of Accounting Literature · 2019
被引 41
ABS 3

中文导读

研究了美国公司设立首席独立董事(LID)角色的现象,发现投资者对此反应积极,且LID有助于提升公司治理质量和解雇表现不佳的CEO。

Abstract

We document the emergence of the Lead Independent Director (LID) board role in a sample of U.S. firms from 1999–2015. We find that firms that adopt an LID board role are larger and have more independent boards, higher institutional investor holdings, and an NYSE listing. Firms with greater anticipated benefits from monitoring also adopt an LID role, e.g., firms with dual CEO-Chairman, with more takeover defense mechanisms, and with higher cash holdings. Using an event study methodology, we find that investors respond positively to the adoption of an LID board role. Lastly, using instrumental variables to address endogeneity in the LID board role, we find that firms with an LID are more likely to terminate poorly performing CEOs. Taken as a whole, these results suggest that the LID board role enhances firm value and improves the quality of corporate governance.

公司治理董事会企业价值金融经济学