Trends in Corporate Governance - University of California ...

Trends in Corporate Governance - University of California ...

Trends in Corporate Governance Benjamin E. Hermalin UC Berkeley What trends? In US, last twenty-five years have seen significant

shift toward more outsider representation on the board. In US, trend toward more external hiring of CEO. Similar trends emerging in UK. In US, trend toward greater CEO compensation (both contingent and non-contingent). In US, trend toward shorter CEO tenures In US, renewed efforts at reform SOx, NYSE, etc. Questions? How do these trends relate? What do they tell us about organization? Thinking about governance

The role of directors: Hire a CEO. How you will monitor affects who you wish to hire. Monitor him (make assessments). Replace him if necessary. Model: Timing Board hires new CEO. Internal (I)

or External (E) Model: Timing Board hires new CEO. Internal (I) or External (E) Board monitors with intensity p; that is, acquires signal, y, about

CEOs ability with probability p. Model: Timing Board hires new CEO. Internal (I) or External (E) If signal acquired, Board makes decision to keep or fire incumbent

CEO. Board monitors with intensity p; that is, acquires signal, y, about CEOs ability with probability p. Model: Timing Board hires new CEO. Internal (I) or External

(E) If signal acquired, Board makes decision to keep or fire incumbent CEO. Board monitors with intensity p; that is, acquires signal, y, about CEOs ability with probability p.

Earnings, x, realized. Preferences and ability Earnings, x, are distributed normally with a mean equal to the ability, , of the CEO in place at the end (i.e., the initial hire or his replacement). Board likes x, but dislikes monitoring effort, p. Assume behavior of board can be aggregated to that of a single decision maker with utility function x c(p), where c() has usual cost

function properties and is a parameter that reflects diligence. Informational assumptions CEOs ability, , is fixed throughout his career. It is unknown, ex ante, by anyone, but it is common knowledge that is the draw from a normal distribution with mean and precision . [Recall precision = 1/variance]Recall precision = 1/variance] The signal, y, which board receives with probability p, is distributed normally with mean and precision s.

Thinking about incumbent ability distribution of true ability. value (ability) Thinking about incumbent ability expected ability = distribution of true ability

value (ability) Thinking about incumbent ability expected ability of replacement (which is normalized to 0) expected ability = distribution of true ability

value (ability) Thinking about incumbent ability So, absent new information, want to keep original CEO (his expected value greater than replacements) Thinking about monitoring distribution of true ability expected ability

expected ability of replacement bad signal replace incumbent good signal keep incumbent Thinking about monitoring highly likely distribution of true

ability not so likely expected ability expected ability of replacement bad signal good signal replace incumbent

keep incumbent Benefit of monitoring expected ability of replacement expected ability distribution of true ability value (ability) on average, get

rid of low ability CEOs on average, keep high ability CEOs Analysis Proposition 1: The intensity with which the board monitors the CEO is i. decreasing with the prior estimate of his ability, ; ii. decreasing with the precision of the prior estimate, ; but iii. Increasing with the boards diligence, .

Who gets monitored? estimated ability of replacement value (ability) more value to monitoring red CEO than green CEO. Who gets monitored?

estimated ability of replacement value (ability) more value to monitoring red CEO than green CEO. Monitoring and who to hire ability external candidate ability internal

candidate value (ability) Monitoring and who to hire ability external candidate ability internal candidate estimated ability of replacement

value (ability) monitoring means largely avoid these values monitoring means largely keep these values Monitoring and who to hire Monitoring means willing to trade a higher estimated ability for greater uncertainty about ability.

External candidates have an edge. But note: This result relies on the assumption that the CEO will be monitored: Lower the probability of getting signal of ability (i.e., less intensely CEO monitored), less willing to make this tradeoff. Boards who are more inclined to monitor will have a greater tendency to hire external candidates. See Proposition 2 for a formal statement of these

results. Two trends related Outside directors are generally thought to be more inclined to monitor: Theoretical reasons (e.g., inside directors too closely tied to incumbent manager); Anecdotal/field work evidence (e.g., Mace); & Statistical evidence (e.g., Weisbach). So a trend toward greater outsider

representation on boards should lead to more external candidates being hired. CEO tenure Recall: No monitoring Always keep incumbent CEO. Monitoring some CEOs get fired. Hence, more monitoring shorter CEO tenures on average. So, more outsider representation more monitoring of all CEOs shorter CEO tenures on average.

Also indirect effect External CEOs more vulnerable ability external candidate likely to draw bad signal and get fired bigger left tail also means greater reason to monitor ability internal candidate estimated

ability of replacement value (ability) likely to draw bad signal and get fired Effort Model: New timing Board hires new CEO. Internal (I) or External (E)

CEO expends effort, e, at cost k(e). If signal acquired, Board makes decision to keep or fire incumbent CEO. Board monitors with intensity p;

that is, acquires signal, y+e, about CEOs ability with probability p. Earnings, x+(e), realized. Surviving CEO gets benefit, b > 0. Effort

distribution of signal signal Effort effort shifts the signal to the right, making CEO seem better if monitored signal Effort effort shifts the signal to the right,

making CEO seem better if monitored signal But in equilibrium boards not fooled it subtracts back expected effort when inferring ability Effort So even though not fooling anyone, CEO has to expend effort or look even worse!

signal But in equilibrium boards not fooled it subtracts back expected effort when inferring ability Effort Proposition 5: Assume for the relevant parameter values that the game with CEO effort has a pure-strategy equilibrium. Then the following comparative statics hold: i. the lower the CEOs estimated ability, the more effort he expends in equilibrium

(Avis); and ii. the more diligent is the board (i.e., the greater is ), the more effort the CEO expends in equilibrium. Result ii. Result ii. predicts that greater board diligence leads to more effort from CEO. Might seem a no brainer; but recall no monitoring of effort per se. The greater effort is induced indirectly because the CEO is trying to look more able.

His efforts are for naught in equilibrium, but must still work harder. Effort and compensation Proposition 6: If CEOs with similar attributes enjoy equal expected utility in the equilibrium of the CEO labor market, then, controlling for attributes, CEOs who work for more diligent boards will receive greater compensation than CEOs who work for less diligent boards. Even in the model without effort, working for a more diligent board is less desirable than working for a less diligent board.

Higher compensation as compensating differential. Time series and cross section Last predictions might seem at odds with predictions of some that it is less diligent boards who pay more. This cross-section prediction can be reconciled with the timeseries prediction if CEOs are heterogeneous: monitoring and ability are substitutes, so less diligent boards have greater demand for ability ceteris paribus; more able CEOs can demand salary premia over less able CEOs ceteris paribus; hence, in cross section, higher paid-higher ability CEOs can work for less diligent boards while lower paid-lower ability

CEOs work for more diligent boards. However, over time, as boards on average become more diligent, the trend should be toward an increase in CEO compensation Putting all the trends together more effort more independent boards (more outsiders) more

monitoring more external CEOs shorter average tenures greater compensation Conclusions Many of the trends weve been observing in

corporate governance can be linked via the boards monitoring role. Some of the good trends (e.g., more independent boards) may yield bad trends (e.g., greater CEO compensation). From the perspective of theory, work remains.

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