Reputation Concerns of Independent Directors: Evidence from Individual Director Voting

• 成果类型: Article
• 署名作者: Jiang, Wei; Wan, Hualin; Zhao, Shan
• 署名单位: Columbia University; Shanghai Lixin University of Accounting & Finance; Grenoble Ecole Management
• 刊物名称: REVIEW OF FINANCIAL STUDIES
• ISSN/ISSBN: 0893-9454
• DOI: 10.1093/rfs/hhv125
• 发表日期: 2016
• 页码: 655
• 关键词: CORPORATE GOVERNANCE; career concerns; cross-listings; boards; COMPENSATION; CONSEQUENCES; determinants; performance; incentives; OWNERSHIP

摘要

This study examines the voting behavior of independent directors of public companies in China from 2004-2012. The unique data at the individual-director level overcome endogeneity in both board formation and proposal selection by allowing analysis based on within-board proposal variation. Career-conscious directors, measured by age and the director's reputation value, are more likely to dissent; dissension is eventually rewarded in the marketplace in the form of more outside directorships and a lower risk of regulatory sanctions. Director dissension improves corporate governance and market transparency primarily through the responses of stakeholders (shareholders, creditors, and regulators), to whom dissension disseminates information.