董事会治理结构与上市公司高管薪酬关系实证研究
本站原创 论文中文摘要：本文以2004-2005年深沪两市上市公司白勺相关数据,从董事会治理结构特征对高管薪酬白勺影响及其对薪酬业绩敏感性白勺影响两方面进行了实证分析。文章着重探讨了董事会治理白勺四个方面,包括董事会规模、董事会构成、薪酬委员会白勺设置以及董事会领导权结构。首先通过描述性统计分析、单变量均值比较分析以及多元回归分析等方法检验上市公司董事会治理结构特征与上市公司高管薪酬白勺关系。由于对高管薪酬契约白勺设计通常以公司白勺业绩为标准,所以进一步利用薪酬业绩敏感性模型分析董事会治理结构特征对薪酬业绩敏感性白勺影响,以考察这些董事会治理结构特征是否有利于薪酬契约白勺有效建立。得出白勺结论是:董事会规模较小白勺公司,高管薪酬较低,薪酬业绩白勺敏感性较高;独立董事人数白勺增加有利于提高薪酬与业绩白勺敏感性;薪酬委员会白勺设置没有起到应有白勺作用;董事长总经理两职分离与高管薪酬负相关。最后本文对加强董事会治理结构白勺建设提出了几点建议
Abstract（英文摘要）：www.328tibEt.cn One of the important functions of the Board is to develop a reasonable compensation for managers. From the perspective of maximizing the interests of shareholders, Board design management compensation according to the company’s performance, linking managers’pay with performance, thereby incentive managers. This is considered an effective way to solve the principal-agent problem. But in reality, a lot of the evidence shows that some managers of listed companies were on the speed and extent of rising salaries growth, but the performance of the company is very different, even diametrically opposed. Foreign scholars Bebchuk,Fried,&Walker(2002)has proposed a new theory to explain the phenomenon: managerial power approach. Managers and top manager in particular is likely to use its own authority to "extracting rent", in order to get a higher compensation than the normal level. Top managers influence and even determine their own compensation is also new research in the field of internal control in recent years progress. The fundamental reason of top management compensation uncontrolled growth is the power imbalanced. In order to make managers’pay linked to performance and incentive managers, we should limit managerial power. Different corporate governance mechanis may lead to the different power distribution. When a company has effective mechani to limit the excessive power of manager, compensation contract of managers will be in a position to play the role effectively. Similarly, if corporate governance mechani is not working, this will cause managers abusing their power and determining their own pay, so that seriously damages the interests of the shareholders. Board governance is an internal corporate governance mechani, the managerial power depends on the management structure of the board to a large extent, Therefore, under such circumstances that top managers he the power of rent-extracting, from the internal governance mechanis especially from the perspective of the board governance has great significance.This paper first reviews abroad and domestic literatures about the relation between top management compensation and board governance. Based on agent theory, the paper expounds the necessity and importance of management compensation incentives, and then summarizes two theories of management compensation determination. On this basis, the company’s board governance structure was theoretical analyzed and hypotheses were put forward. Next, This paper tests the relationship between the board governance and top management compensation using data from listed companies in China. Board governance features from the following four aspects: size of the board, the board composition, Remuneration Committee and the leadership structure of the board. Because of management compensation contracts are normally designed with the company’s performance standards, therefore, this paper further analyses the impact of the board governance on the sensitive of pay for performance.In empirical analysis part, the sample of this empirical analysis includes all the“A-shares”in Shanghai and Shenzhen stock market from 2004 to 2005, the final sample capacity is 1315. The compensation indicators refer to three categories: cash compensation, compensation based on equity and total compensation. On the basis of descriptive statistical analysis, the article presents single variables comparative analysis and then makes regression analysis, That is, used top management compensation as dependent variable, and adopted size of the board, the board composition, Remuneration Committee of the board and the leadership structure of the board as independent variables, setting up linear regression models, analyzing the relation of board governance and top management compensation. Empirical results show that board size and cash compensation he positive correlation, big size is not conducive to design management compensation according to the interests of shareholders; the proportion of independent directors has no significant impact on top management compensation; but the Remuneration Committee increases management compensation; the separation of CEO and board chairman can reduce the compensation obviously.For the board governance impacting the sensitivity of pay for performance, this paper adopts the method that added interact product term about performance and board governance to the pay-for-performance regression model. Compensation and performance are relative indicators, and model separately considers the sensitivity that cash compensation with accounting performance and the sensitivity that compensation based on equity with the market performance. Empirical results show that when company has a all board, the sensitivity that cash compensation with accounting performance is enhanced; increase the number of independent directors has the same impact; but however, the Remuneration Committee and the separation of CEO and board chairman did not enhance this sensitivity.The analysis shows that the proportion of independent directors is very low, independent director system has not yet play its due role; the Remuneration Committee is not popular and its independence has not been fully assured. Finally, this paper makes recommendations: our country needs to strengthen the construction of board governance, improving the independence of the board, restricting the qualifications of independent directors strictly, consummating the procedures for designing top management compensation establishing and strengthening the Remuneration Committee effect.The differences between this paper with the domestic previous research are summarized as follows :within the framework of corporate governance, Domestic literatures research the determining factors of top management compensation, involved with the relationship between board governance structure and top management compensation,but they did not explain from the angle that board constraints top managers power. Domestic literatures researching top management compensation solely from the perspective of the Board governance were little, and the literatures only researched independent director system whether affected the sensitivity of pay for performance, and not study other board governance structure variables. In the selection of indicators and the model design, the performance indicators in this paper include the accounting indicators and market indicators, and the regression equation also includes various aspects of the control variables.This paper provided the reference basis for further improving the listed company board governance structure, and oiding top management compensation incentive to be part of the agent cost. The issue need further study is researching the composition of the Remuneration Committee, the Board’s specific operation (Board meeting、director attendance), independent directors whether serving concurrently as directors of other companies, the age, the education, and other capabilities of directors.
论文关键词： 董事会；高管薪酬；薪酬业绩敏感性；
Abstract（英文摘要）：www.328tibEt.cn One of the important functions of the Board is to develop a reasonable compensation for managers. From the perspective of maximizing the interests of shareholders, Board design management compensation according to the company’s performance, linking managers’pay with performance, thereby incentive managers. This is considered an effective way to solve the principal-agent problem. But in reality, a lot of the evidence shows that some managers of listed companies were on the speed and extent of rising salaries growth, but the performance of the company is very different, even diametrically opposed. Foreign scholars Bebchuk,Fried,&Walker(2002)has proposed a new theory to explain the phenomenon: managerial power approach. Managers and top manager in particular is likely to use its own authority to "extracting rent", in order to get a higher compensation than the normal level. Top managers influence and even determine their own compensation is also new research in the field of internal control in recent years progress. The fundamental reason of top management compensation uncontrolled growth is the power imbalanced. In order to make managers’pay linked to performance and incentive managers, we should limit managerial power. Different corporate governance mechanis may lead to the different power distribution. When a company has effective mechani to limit the excessive power of manager, compensation contract of managers will be in a position to play the role effectively. Similarly, if corporate governance mechani is not working, this will cause managers abusing their power and determining their own pay, so that seriously damages the interests of the shareholders. Board governance is an internal corporate governance mechani, the managerial power depends on the management structure of the board to a large extent, Therefore, under such circumstances that top managers he the power of rent-extracting, from the internal governance mechanis especially from the perspective of the board governance has great significance.This paper first reviews abroad and domestic literatures about the relation between top management compensation and board governance. Based on agent theory, the paper expounds the necessity and importance of management compensation incentives, and then summarizes two theories of management compensation determination. On this basis, the company’s board governance structure was theoretical analyzed and hypotheses were put forward. Next, This paper tests the relationship between the board governance and top management compensation using data from listed companies in China. Board governance features from the following four aspects: size of the board, the board composition, Remuneration Committee and the leadership structure of the board. Because of management compensation contracts are normally designed with the company’s performance standards, therefore, this paper further analyses the impact of the board governance on the sensitive of pay for performance.In empirical analysis part, the sample of this empirical analysis includes all the“A-shares”in Shanghai and Shenzhen stock market from 2004 to 2005, the final sample capacity is 1315. The compensation indicators refer to three categories: cash compensation, compensation based on equity and total compensation. On the basis of descriptive statistical analysis, the article presents single variables comparative analysis and then makes regression analysis, That is, used top management compensation as dependent variable, and adopted size of the board, the board composition, Remuneration Committee of the board and the leadership structure of the board as independent variables, setting up linear regression models, analyzing the relation of board governance and top management compensation. Empirical results show that board size and cash compensation he positive correlation, big size is not conducive to design management compensation according to the interests of shareholders; the proportion of independent directors has no significant impact on top management compensation; but the Remuneration Committee increases management compensation; the separation of CEO and board chairman can reduce the compensation obviously.For the board governance impacting the sensitivity of pay for performance, this paper adopts the method that added interact product term about performance and board governance to the pay-for-performance regression model. Compensation and performance are relative indicators, and model separately considers the sensitivity that cash compensation with accounting performance and the sensitivity that compensation based on equity with the market performance. Empirical results show that when company has a all board, the sensitivity that cash compensation with accounting performance is enhanced; increase the number of independent directors has the same impact; but however, the Remuneration Committee and the separation of CEO and board chairman did not enhance this sensitivity.The analysis shows that the proportion of independent directors is very low, independent director system has not yet play its due role; the Remuneration Committee is not popular and its independence has not been fully assured. Finally, this paper makes recommendations: our country needs to strengthen the construction of board governance, improving the independence of the board, restricting the qualifications of independent directors strictly, consummating the procedures for designing top management compensation establishing and strengthening the Remuneration Committee effect.The differences between this paper with the domestic previous research are summarized as follows :within the framework of corporate governance, Domestic literatures research the determining factors of top management compensation, involved with the relationship between board governance structure and top management compensation,but they did not explain from the angle that board constraints top managers power. Domestic literatures researching top management compensation solely from the perspective of the Board governance were little, and the literatures only researched independent director system whether affected the sensitivity of pay for performance, and not study other board governance structure variables. In the selection of indicators and the model design, the performance indicators in this paper include the accounting indicators and market indicators, and the regression equation also includes various aspects of the control variables.This paper provided the reference basis for further improving the listed company board governance structure, and oiding top management compensation incentive to be part of the agent cost. The issue need further study is researching the composition of the Remuneration Committee, the Board’s specific operation (Board meeting、director attendance), independent directors whether serving concurrently as directors of other companies, the age, the education, and other capabilities of directors.
论文关键词： 董事会；高管薪酬；薪酬业绩敏感性；