Article

Toward a general model for executive compensation

Emerald Publishing
Journal of Management Development
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Abstract

Purpose – This paper aims to review the growing literature on the issues and variables which are impacting the determination of CEO pay for Fortune 500 and other large organizations. While many previous researchers have focused on agency theory, CEO power, market forces and board of directors governance as the most relevant issues, the authors seek to propose a general model for determining CEO pay which has a more comprehensive set of variables. Design/methodology/approach – The paper draws on existing literature to derive the variables for the proposed model. Findings – The bulk of the literature reviewed takes an Anglo‐American point‐of‐view on the best way to manage CEO pay. There is a need for a more “balanced” and broader perspective on how to motivate CEO behavior with the needs of other stakeholders. Originality/value – The paper provides new insights into the dynamic nature of CEO motivation and governance and by designing a general model, integrates divergent points of view into a more holistic body of knowledge.

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... The US Treasury Secretary, Timothy Geithner, argued that excessive pay packages were partly to blame for the 2008 Wall Street crash and as a consequence introduced a "compensation tsar" to oversee remuneration in organisations that had received government bailouts. Geithner was also instrumental in introducing legislation giving shareholders a nonbinding vote of confidence on remuneration issues ("say on pay") and he tabled legislation to ensure the independence of remuneration committee members (Farid, Conte & Lazarus 2011). ...
... But the present study found that this driver has increased tremendously in importance and is now ranked 10th out of 24. This is aligned with the global trend of increasing and improving governance, especially remuneration governance (King 2009;Farid et al 2011;Gevers 2013;Ogedegbe & Bashiru 2014). ...
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This study was conducted in 2012 and replicates Bussin and Huysamen’s (2004) work, conducted in 2003, on remuneration policies. It investigates the factors driving remuneration policy in South Africa and determines whether these factors have changed since 2003. Anonymous e-mail questionnaires were received from 131 senior company representatives. All participating companies were members of the South African Reward Association (SARA) or clients of a large remuneration consulting firm. Data were analysed using a chi-squared test and factor analysis. Results support Bussin and Huysamen’s study, which found that the two main drivers of change in policy were the retention of talented staff and the financial results of the organisation. However, three components of remuneration are receiving greater prominence than they did in 2003: governance in the organisation, merit pay and retention strategies. These findings suggest a greater shareholder expectation that pay should be linked to performance, and that pay acts as a retention strategy for critical staff.
... Although research continues to proliferate, there remains a lack of interdisciplinary consensus regarding the primary forces shaping observable patterns of executive remuneration (Nulla, 2013;Scholtz & Smit, 2012;Van Essen, Otten, & Carberry, 2012). Moreover, empirical evidence from scholars has raised doubts about whether there is a 'one-size-fits-all' approach to remuneration (Farid, Conte, & Lazarus, 2011). Nonetheless, Apanpa and Farimade (2017) contend that for companies that operate in one location or have only one line of business, it is easier to adopt 'a single one-size-fits-all' approach to compensation. ...
... Nonetheless, empirical evidence from scholars has raised doubt about whether there is a 'one-size-fits-all' approach to remuneration (Farid et al., 2011), and in defining their compensation philosophies to ensure alignment between HR strategy and peculiar local market/industry practices (Apanpa & Farimade, 2017). In theory, the level of remuneration should be determined upon the analysis of expected value creation by the managers and the decision of the proportion of that value that should be offered to those managers who contributed to generating those effects (Marcinkowska, 2014 As a result, there seems to be little consensus on the precise nature of the predictors of executive remuneration. ...
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Orientation: Research on executive remuneration should be able to indicate the necessary elements and dimensions at work when deciding on an executive’s package. Research purpose: The purpose of this article was to review a correlation of elements as determinants of executive remuneration. Motivation for the study: The limited research on executive remuneration tends to focus on how executive pay varies with performance and less on the determinants of executive remuneration. Research design and method: A quantitative research method was used. The target population consisted of executives from 21 South African state-owned enterprises(SOEs). The research design was a cross-sectional study. A categorical multiple regression analysis was performed. Main findings: The research results seem to suggest that there is a significant statistical correlation between organisation size and type of industry; job function and type of industry; organisation size and job function; and the level of education and job function as a determinant of executive remuneration within the context of South African SOEs. However, the extent of the correlations between the determinants of executive remuneration is not the same. Practical/managerial implications: The research results create awareness amongst human resources practitioners and consultants of the extent to which some of the determinants of remuneration may apply in practice. Contribution/value-add: This study highlights the importance of probing further with the effect of size correlation in quantitative research in the context of executive remuneration. Keywords: job function; organisation size; industry; level of education; state-owned enterprises.
... The US Treasury Secretary, Timothy Geithner, argued that excessive pay packages were partly to blame for the 2008 Wall Street crash and as a consequence introduced a "compensation tsar" to oversee remuneration in organisations that had received government bailouts. Geithner was also instrumental in introducing legislation giving shareholders a nonbinding vote of confidence on remuneration issues ("say on pay") and he tabled legislation to ensure the independence of remuneration committee members (Farid, Conte & Lazarus 2011). ...
... But the present study found that this driver has increased tremendously in importance and is now ranked 10th out of 24. This is aligned with the global trend of increasing and improving governance, especially remuneration governance (King 2009;Farid et al 2011;Gevers 2013;Ogedegbe & Bashiru 2014). ...
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Full-text available
This study was conducted in 2012 and replicates Bussin and Huysamen's (2004) work, conducted in 2003, on remuneration policies. It investigates the factors driving remuneration policy in South Africa and determines whether these factors have changed since 2003. Anonymous e-mail questionnaires were received from 131 senior company representatives. All participating companies were members of the South African Reward Association (SARA) or clients of a large remuneration consulting firm. Data were analysed using a chi-squared test and factor analysis. Results support Bussin and Huysamen's study, which found that the two main drivers of change in policy were the retention of talented staff and the financial results of the organisation. However, three components of remuneration are receiving greater prominence than they did in 2003: governance in the organisation, merit pay and retention strategies. These findings suggest a greater shareholder expectation that pay should be linked to performance, and that pay acts as a retention strategy for critical staff.
... CEO compensation is under the spotlight more than ever before, particularly, after the recent financial crises (Albert and Valerie, 2018;Farid et al., 2011). The main criticism of CEO compensation is that, CEOs receive high compensation, both in absolute terms and in comparison with compensation received by employees lower down the hierarchy (Ball et al., 2018;Yatim, 2012). ...
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CEO compensation and performance evaluation has become a highly contention issue in the business world. Several factors appear to be behind the image problem but the uppermost is the dramatic increase in CEO reward in recent decade. Wage efficiency theory argues higher compensation would increase the performance but on the evaluation of CEO performance many issues are faced in selecting performance measurement indicators. The purpose of this paper is to extend discussions in evaluating the CEO performance in research domain. Based on agency theory, the model of this research is developed. The cross-sectional data was collected by questionnaires. By applying regression model, this study revealed that independent directors and female directors on the use of non-financial measures in CEO performance evaluation, are found to be positively associated with the use of non-financial measures which reinforce the findings of prior studies in regarding their influence on the use of non-financial measures in CEO and corporate performance evaluation. The ratio of female directors on the BOD is significantly and positively associated with the use of non-financial measures in the evaluation of CEO performance. This study contributes economically, socially and politically.
... While there is an extensive body of literature on executive compensation examining the determinants of chief executive officer (CEO) compensation (i.e., Core, Holthausen, & Larcker, 1999;Tosi, Werner, Katz, & Gomez-Mejia, 2000 for a meta-analysis; Farid, Conte, & Lazarus, 2011 for an extensive literature review), to the best to our knowledge, no empirical evidence for the compensation of CAEs exists. Thus, we derive a theoretical framework from the CEO literature to investigate the CAE compensation. ...
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This paper examines the different factors which impact the compensation level of chief audit executives (CAE) and sheds light on often unobservable and, therefore, opaque drivers of CAE remuneration. An ordered logistic regression is used to analyze the effects of internal audit function (IAF) competences, stakeholder relationships, and firm complexity on the CAE compensation using survey data from 212 CAEs from a broad spectrum of companies and industries. The results of the study identify IAF competence and independence as fundamental drivers of CAE compensation and provide evidence that firm complexity in terms of foreign sales, listing status and need for monitoring constitute additional salary determinants related to the IAF environment. Our results are based on questionnaire data and subject to a possible response bias as they rely in part on the participants’ assessment of a given situation. This paper provides a benchmark for CAE compensation levels in Austria, Germany and Switzerland and offers insights on different company and IAF inherent factors that can be associated with varying salary outcomes. This study is the first to investigate the factors driving the overall compensation level of CAEs and by providing empirical evidence regarding determinants of CAE compensation.
... The processes of structuring top management compensation packages in transition economies does not necessarily follow all theoretical expectations established within Anglo-American system of corporate governance, especially with respect to equity-based compensation in the form of stock options that has caused rapid growth of the overall amounts received by top executives in such countries (Farid, Conte & Lazarus, 2011). Furthermore, Beer & Katz (2003) found that the STRATEGIC MANAGEMENT, Vol. ...
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Executive remuneration is considered among most important mechanisms to align interests of managers and company owners. This paper examines the role of company ownership as a determinant of top management compensation. The aim of the research was to determine the impact of ownership origin, domestic or foreign, on top management remuneration practices in a post-transition economy country. The research is based on a survey of top management remuneration practices among 60 medium and large sized Croatian companies. Research results indicate that foreign owned companies provide more annual bonuses, long-term compensation and additional benefits to higher percentages of top managers than domestically owned companies. Companies with domestic owners provide annual bonuses at higher ratios of base pay compared to foreign owned companies and position managerial pay at higher levels relative to comparative firms in the sector with foreign owners. Top managers, investors and firm owners should be aware that in post-transition economies compensation practices greatly differ between domestic and foreign owned companies.
... Bertrand and Hallock (2001) show that the total compensation of men and women for senior management positions mainly correlates with age and experience factors and the size of the company. Research by Farid et al. (2011) indicates that, because of bonuses and other incentive compensation plans, CEO income varies according to the performance of the company. From the meta-analysis conducted by Tosi et al. (2000) company size accounts for over 40% of the variance in CEO pay. ...
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Purpose Do female CEOs face a compensation gap? This research examines whether gender affects the total compensation of today’s CEOs, and whether it moderates ten factors influencing their total compensation. Design methodology Taking the 54 female CEOs cited in the US 2014 Fortune’s 1000 report, a matched sample of male CEOs was selected, matched according to the crosstab of age by education, and by the sizes of the companies directed by these female CEOs. Findings Using four years’ worth of Fortune reports, between 2013 to 2016, this matched sample indicates that female CEOs are not discriminated against in terms of total compensation. However, eight factors do show a significant effect on total compensation. Using moderation analysis, the present study reveals how gender interacts with company size, sector, membership of outside boards and nature of previous experience. Research implications This paper addresses an important and under-researched gap, with contradictory findings in the existing literature, by compiling and testing the characteristics of male and female CEOs which are not cited in Fortune 1000 reports. Originality and value Arguably, this is therefore one of the first papers to study gender differences in total compensation among Fortune 1000 CEOs using a matched sample technique, based on a larger number of female CEOs and a larger number of years than any previous research. Keywords: CEO, Compensation, Moderation Analysis, Large Company, Gender Differences Paper type: Research paper
... Bertrand and Hallock (2001) show that the total compensation of men and women for senior management positions mainly correlates with age and experience factors and the size of the company. Research by Farid et al. (2011) indicates that, because of bonuses and other incentive compensation plans, CEO income varies according to the performance of the company. From the meta-analysis conducted by Tosi et al. (2000), company size accounts for over 40 percent of the variance in CEO pay. ...
Article
Full-text available
Purpose Do female CEOs face a compensation gap? The purpose of this paper is to examine whether gender affects the total compensation of today’s CEOs, and whether it moderates ten factors influencing their total compensation. Design/methodology/approach Taking the 54 female CEOs cited in the US 2014 Fortune’s 1000 report, a matched sample of male CEOs was selected, matched according to the crosstab of age by education and by the sizes of the companies directed by these female CEOs. Findings Using four years’ worth of Fortune reports, between 2013 and 2016, this matched sample indicates that female CEOs are not discriminated against in terms of total compensation. However, eight factors do show a significant effect on total compensation. Using moderation analysis, the present study reveals how gender interacts with company size, sector, membership of outside boards and nature of previous experience. Research limitations/implications This paper addresses an important and under-researched gap, with contradictory findings in the existing literature, by compiling and testing the characteristics of male and female CEOs which are not cited in Fortune 1000 reports. Originality/value Arguably, this is therefore one of the first papers to study gender differences in total compensation among Fortune 1000 CEOs using a matched sample technique, based on a larger number of female CEOs and a larger number of years than any previous research.
... Bertrand and Hallock (2001) show that the total compensation of men and women for senior management positions mainly correlates with age and experience factors and the size of the company. Research by Farid et al. (2011) indicates that, because of bonuses and other incentive compensation plans, CEO income varies according to the performance of the company. From the meta-analysis conducted by Tosi et al. (2000) company size accounts for over 40% of the variance in CEO pay. ...
Article
Full-text available
This paper studies gender differences in total compensation among Fortune 1000 CEOs based on a matched panel data set comprising all-female CEOs and their matched counterpart of male CEOs for the years 2013-2016. However, previous research uses different methods of calculating CEO compensation: total pay, salary and bonus (Bugeja et al, 2012), base pay plus annual bonus (Adams et al, 2007), total current pay (the sum of salary, bonus, other annual pay), the value of stock options granted in the current year, other annual pay and value of granted options (Bertrand and Hallock, 2001). Tosi et al, (2000) highlight that remarkably divergent results characterize previous studies on relationship between CEOs compensation and firm size. The authors emphasize organizational size as an important determinant of total CEO pay. Moreover, Mohan (2014) highlight how, although executive pay has been studied with respect to various theories, the impact of gender on CEO pay levels is under-researched. Three notable exceptions relate to the following researches: the findings of Mohan and Ruggiero (2007) indicate that women are under-compensated; those of Adams et al. (2007) highlight how women are not as highly compensated as men before becoming CEO, but the few who reach the position of CEO do receive similar compensation to men; Hill et al. (2015) suggest that female CEOs benefit from their minority status to receive higher compensation than male CEOs. The results of these studies are contradictory regarding the influence of gender on compensation. With the goal of contributing to cumulative knowledge development in this area, the present research examines whether gender might affect or moderate the antecedents of total compensation, and whether Fortune 1000 female CEOs are indeed facing a compensation gap. Thus, this research fills an empirical gap by compiling the characteristics of female CEOs which are not featured in Fortune 1000 compared to a matched sample of male CEOs. Using this new data base, this research seeks to identify whether gender moderates the effects of classical antecedents of total compensation. Arguably, this is therefore one of the first papers to study gender differences in total compensation of Fortune 1000 CEOs using a matched sample technique based. This paper differs from previous literature in five significant ways. Firstly, male and female CEOs are matched based upon company rankings and the level of education of the CEO. Secondly, an extensive set of data was compiled of detailed characteristics of both the company and the CEO. Thirdly, owing to the increasing number of female CEOs, this study is based on a larger number of female CEOs than previous research (for example: a sample of 17 female CEOs was used in the study by Bertrand and Hallock, 2001). Fourthly, following the literature on CEO compensation, a comprehensive measure of total compensation was used which combines short-term and long-term compensation. And lastly, as in the study of Adams et al. (2007), this research uses many years’ worth of data (from 2013 to 2016) to reduce the effect of yearly fluctuation of total compensation, with this data base being moreover the most recent data available. Section 1 reviews the existing literature on CEO compensation and presents the hypotheses. Section 2 presents the research methodology. In section 3, a moderation analysis is presented to identify those factors influencing total compensation which are moderated by gender. In the conclusion section, findings and their limitations are discussed, as well as potential new avenues for research offered by further longitudinal studies.
... Hal ini berarti kepemilikan institusional yang besar akan melemahkan kekuatan manajemen puncak untuk mendapatkan remunerasi yang besar. Farid, et al. (2011) Ho, et al. (2004). ...
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... Consequently Corporate Governance deals with ways in which suppliers of finance to corporations assure themselves of getting a return on investment - Shleifer and Vishny (1997), Pistor (2006), Meharey (2006), Fox and Heller (2006), Meier et al (2011:257), Talamo (2011:232) as well as Demirbas and Yukhanaev (2011:445). The sole shareholder view has been heavily criticised as it is deemed to be fatally flawed from the perspective of ethical business practice -Ball (2001), Baker (2001), Emeliani (2001), Emeliani and Stec (2002:95), Lee and Chen (2011:252) and Farid et al (2011). In fact number of new influential stakeholders firms is constantly on the rise involving groups that gained importance only in recent decades such as environmentalists, venture capitalists and social responsibility groups -Berman et al (1999), Kenyon and Vakola (2003), Bhattacharya et al (2009) and Grinstein and Goldman (2011:568). ...
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The 2008 Presidential Address presents the theory of ethical perspective, an identity theory of moral psychology designed to detect the psychological influences on moral choice. Part 1 treats findings on altruism and genocide as an analytical lens through which we can gain insight into political and moral behavior. Part 2 describes moral psychology as a field, presenting a new and broader conceptualization for the discipline. Part 3 outlines an identity theory of moral choice that focuses on the critical role of the ethical perspective, to suggest how an empirically based theory of moral choice looks in practice. Part 4 concentrates on the basic assumptions underlying the theory of ethical perspective. It presents empirical evidence that supports this theoretical framework, from fields as diverse as neuroscience and primatology to child development and linguistics, thus demonstrating political psychology's important links to other disciplines. In addition to presenting a new theory of moral psychology, designed to fill an important gap in the literature on ethics and moral choice, the Address treats studies of altruism and genocide as an illustration of research that reveals broader insight into the nature of political psychology as a discipline.
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P rofessor Steven Kaplan and I have had a spir-ited public conversation about CEO compen-sation and the responsibilities of the business scholar to society (Kaplan, 2008a; Walsh, 2008; Kaplan, 2008b). We differ in our assessments of whether or not CEOs are overpaid, paid for per-formance, and dismissed for poor performance; we also hold very different views of our professional responsibilities. I am grateful for the opportunity to offer a few words in response to Professor Kaplan's most recent remarks. The key words here are "few words." I am bound by the rules of debate. These kinds of conversations cannot go on for-ever. Indeed, the rules say that the first author has the last word. I am able to respond Professor Kaplan only because I offered new data in my essay. That makes me something of a first author too. I can respond to his comments about my empirical research, and no more. There are three issues in play. Are CEOs Highly Paid? W e both agree that CEOs are highly paid. As Professor Kaplan said, "This is not in dis-pute" (2008b, p. 29). Unfortunately, our to-tal agreement notwithstanding, we still have a problem. It turns out that I made a mistake when I shared some data to illustrate just how much money these executives take home. I collected data on the CEOs of the 1,000 largest public firms in the United States (ranked by sales) in 2005 and reported that they earned 9.025billionin2005.Thatiscorrect.Isaidthatthissumsitsbetweenthe2005GDPsofMyanmar(9.025 billion in 2005. That is correct. I said that this sum sits between the 2005 GDPs of Myanmar (8.90 billion) and Bolivia and Jamaica (tied with 9.71billion).Thattooiscorrect.ButIalsosaidthateachoftheseCEOsclaimed,onaverage,79.71 billion). That too is correct. But I also said that each of these CEOs claimed, on average, 7% of his or her firm's total sales (Walsh, 2008, p. 26). That is not correct. Professor Kaplan (2008b, p. 29) saw the mistake immediately and guessed that I inflated my results by a factor of 70. It turns out that I was off by a factor of 100. I computed the total compensation of the top 1,000 CEOs in 2005 to be 9,025 million; their firms' total sales were $12,745,140 million. Di-viding one by the other gives us 0.0007 or 0.07%. I have no idea how .07% turned into 7% in the final draft, but it did. Nor do I know how I missed this mistake. I knew that Bebchuk and Grinstein (2005), for example, reported that the top five executives in their sample of public companies a few years earlier were paid 9.8% of their firms' aggregate earnings. I should have seen that no one in that group could claim 7% of sales on average. 1 I am glad to be able to set the record straight here.
Article
Boardroom reward continues to attract controversy, despite the structural changes in corporate governance arrangements over the past decade. This study responds to Pettigrew's (1992) call to eschew over-ambitious attempts to demonstrate causality in the area of executive management and firm performance, in favour of redressing the overwhelmingly prescriptive bias in the literature. A simple but important task is to 'begin to provide some basic descriptive findings about boards and their directors', and open up 'the black box of board behaviour'- in this case, that of board remuneration committees. Interpretations of comparative market signals play a part in deliberations between the leading actors responsible for determining executive directors' salary, bonuses and other emoluments. But the position is more deeply textured than the reified influence of (global) market forces sometimes implied in the normative literature. The study reported, based on qualitative interviews, taps in to the nuances of decision taking in respect of boardroom reward management, including remuneration committee members' reactions to corporate governance reforms. Such initiatives locate non-executive directors in the role of intermediaries in the principal-agent relationship, explicitly assigned to resolve the conflict of interest inherent in boardroom remuneration systems, while simultaneously they are expected to play a team role as board members responsible for the overall strategy and operation of the company. The study is indicative: an attempt to open up research questions around the context and process of boardroom reward management that earlier analyses may have ignored or overlooked. Copyright Blackwell Publishing Ltd 2005.
Article
This paper considers some developments within Russian privatized industrial firms 1992–94 through the lens of Stakeholder-Agency Theory (SAT). Although it has its own shortcomings and weaknesses, SAT, unlike the traditional financial version of Agency Theory, at least contemplates the possibility of a transitional period during which enterprise governance structures can evolve. It is by now widely recognised that in the middle of deep economic crisis, the Russian economy is too volatile for longitudinal studies of formally structured samples of firms over a period of time. In any case, SAT is at a stage of development that has not yet yielded detailed predictions for scientific testing. Yet surveys of recently privatized firms in Russia do provide empirical data away from the origins of SAT, and it is argued that this fresh data suggests new research propositions that can hopefully lead to more theoretical refinement and ultimately testing. At the very least, SAT can be used as a heuristic device, capable of providing a way of looking at complex Russian developments in a structured way. A process of Russian privatization through management–employee buy-outs involving giveaway distributions of shares has secured the compliance of the two main groups of enterprise stakeholders who could have prevented the withdrawal of the State from the governance of industrial enterprises, but has not yet produced a form of corporate governance structure that is likely to survive in the long term without State protection. In the longer term, international competitiveness can only be secured in Russia through investment in new products and processes, and the inadequacies of managers and other employees as sources of investable funds mean that incumbents must generate a more welcoming climate for outside investors. Even after such a short period since privatization and in the middle of a deep economic crisis, some enterprises are already favouring more efficient governance structures in a way consistent with SAT.
Article
Largely as a result of failures at Enron, WorldCom, Tyco, and other prominent American companies, U.S. corporate governance practices have come under attack. These much publicized failures and the resulting popular outcry have served as catalysts for legislative and regulatory changes that include the Sarbanes‐Oxley Act of 2002 and new governance guidelines from the NYSE and NASDAQ. But is the U.S. corporate governance system really as bad as critics suggest? And will the recent legislative and regulatory changes lead to a more effective system? The authors begin by noting that the broad evidence is not consistent with a failed U.S. governance system. During the past two decades, the U.S. economy and stock market have performed well both on an absolute basis and relative to other countries, even in the wake of the corporate scandals in 2001. Moreover, the most notable changes in U.S. corporate governance in the 1980s and 1990s‐including the institutionalization of U.S. share‐holders and the dramatic increase in equity‐based pay‐have served mainly (though not always) to strengthen the accountability of U.S. managers to their shareholders. The authors' message, then, is that while parts of the U.S. corporate governance system gave way under the exceptional strain created by the bull market of the 1990s, the overall system‐which includes corrective market forces as well as oversight by the public and government‐has reacted quickly and decisively to address its weaknesses. The net effect of the recent legislative and regulatory changes has been to make a good governance system an even better one. But, as the authors caution, perhaps the greatest risk now facing the U.S. financial market system (of which corporate governance is a critical part) is that of overregulation.
Article
A common view is that there is little correlation between firm performance and CEO pay. Using a new fifteen-year panel data set of CEOs in the largest, publicly traded U.S. companies, we document a strong relationship between firm performance and CEO compensation. This relationship is generated almost entirely by changes in the value of CEO holdings of stock and stock options. In addition, we show that both the level of CEO compensation and the sensitivity of compensation to firm performance have risen dramatically since 1980, largely because of increases in stock option grants. © 2000 the President and Fellows of Harvard College and the Massachusetts Institute of Technology
Article
Today's critics of corporate boardrooms have plenty of ammunition. The two crucial responsibilities of boards-oversight of long-term company strategy and the selection, evaluation, and compensation of top management--were reduced to damage control during the 1980s. Walter Salmon, a longtime director, notes that while boards have improved since he began serving on them in 1961, they haven't kept pace with the need for real change. Based on over 30 years of boardroom experience, Salmon recommends against government reform of board practices. But he does prescribe a series of incremental changes as a remedy. To begin with, he suggests limiting the size of boards and increasing the number of outside directors on them. In fact, according to Salmon, only three insiders belong on a board: the CEO, the COO, and the CFO. Changing how committees function is also necessary for gearing up today's boards. The audit committee, for example, can periodically review "high-exposure areas" of a business, perhaps helping to prevent embarrassing drops in future profits. Compensation committees can structure incentive compensation for executives to emphasize long-term rather than short-term performance. And nominating committees should be responsible for finding new, independent directors--not the CEO. In general, boards as a whole must spot problems early and blow the whistle, exercising what Salmon calls, "constructive dissatisfaction." On a revitalized board, directors have enough confidence in the process to vigorously challenge one another, including the company's chief executive.
Article
Despite the widespread view from Berle and Means (1932) onward that ownership of firms in increasingly separated from managerial control of those firms, almost no time series research exists to address this issue. Using the earliest available source on ownership for a large cross-section of US firms, we compare managerial ownership and other firm characteristics for nearly the universe of 1,500 exchange-listed firms in 1935 with 4,200 exchange-listed firms today.
Article
We document that ownership by officers and directors of publicly traded firms is on average higher today than earlier in the century. Managerial ownership has risen from 13 percent for the universe of exchange-listed corporations in 1935, the earliest year for which such data exist, to 21 percent in 1995. We examine in detail the robustness of the increase and explore hypotheses to explain it. Higher managerial ownership has not substituted for alternative corporate governance mechanisms. Lower volatility and greater hedging opportunities associated with the development of financial markets appear to be important factors explaining the increase in managerial ownership. Copyright The American Finance Association 1999.
Schumer's ‘Shareholder Bill of Rights Act of
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