任命与前独立董事有职业关联的新独立董事的影响:来自中国的证据

Effects of appointing new independent directors who are professionally affiliated with their predecessors: Evidence from China

Journal of Business Finance & Accounting · 2022
被引 9
人大 A-ABS 3

中文导读

研究发现,当新任独立董事与离任独立董事有职业关联时,其被任命概率更高,且这种关联会降低董事会监督有效性,导致更多关联交易和违规行为。

Abstract

Abstract The roles played by independent directors (IDs) have been extensively documented, but the question of how they are appointed remains insufficiently explored. We found that the likelihood of IDs being appointed was higher when they were professionally affiliated with the departing IDs, and this effect was more pronounced when either the predecessor had a compliant voting record or held more directorships in other firms controlled by insiders in the focal firm. The appointment of affiliated IDs who colluded with insiders through predecessors is positively associated with fewer dissenting votes, more related‐party transactions, and more severe violations. The effect was stronger for firms that had higher concentrated ownership and were located in areas with a weak institutional environment. Our research showed that predecessors with low independence helps establish a reciprocity norm between affiliated successors and insiders, leading to weak board monitoring.

独立董事任命专业关联前任独立董事董事会监督