獨立董事是否會提高公司透明度課件

1、Do independent directors cause improvements in firm transparencyOutlineThe QuestionLiterature ReviewResearch DesignData and SampleResultsConclusionThe QuestionAlthough recent research documents a positive relation between corporate transparency and the proportion of independent directors, the direct

2、ion of causality is unclear.Literature ReviewThere are two literatures suggest different directions of causality in the relation between board structure and corporate transparency.Independent directors=Corporate transparencyLiterature ReviewOne literature argues that independent directors have diffi

3、culty performing their advising and monitoring roles when information asymmetry and information transfer and processing costs are high, and therefore, that firms with high information asymmetry choose to have relatively few independent directors (e.g., Linck, Netter, and Yang, 2008; Lehn, Patro, and

4、 Zhao, 2008). Literature ReviewThe notion that a firms board structure, including its proportion of independent directors, can influence various aspects of corporate transparency is not new, at least within the literature on financial reporting and disclosure. For example, Petra (2007) and Ferreira,

5、 Ferreira, and Raposo (2011) document positive relations between the proportion of independent directors and accounting quality and earnings informativeness, respectively. Similarly, Beekes, Pope, and Young (2004) and Ahmed and Duellman (2007) find that timely recognition of losses (a commonly used

6、measure of earnings quality) is greater for firms with a higher proportion of independent directors.Literature ReviewSimilar to Duchin , Matsusaka , and Ozbas (2010), we use regulations issued in 2003 by the NYSE and Nasdaq as an exogenous event that significantly altered the proportion of independe

7、nt directors of some firms boards.Literature ReviewBoone, Field, Karpoff, and Raheja (2007), Coles, Daniel, and Naveen (2007), Linck, Netter, and Yang (2008), Lehn, Patro, and Zhao (2008), Cai, Liu, and Qian (2009), and Ferreira, Ferreira, and Raposo (2011). predict and find a positive relation betw

8、een corporate transparency and the proportion of independent directors.Literature Reviewoutside directors rely solely on infor- mation supplied by, and filtered through, managers (Adams, Hermalin, and Weisbach, 2010; Armstrong, Guay, and Weber, 2010).Although managers will be forthcoming in sharing

9、certain types of information with independent directors, they are not likely to share information that is detrimental to their own interests (Jensen, 1993; Verrecchia, 2001). Literature ReviewBushman, Chen, Engel, and Smith (2004) note that public disclosures can carry greater credibility than priva

10、te communications.Analysts can also uncover distortions in information (e.g., Miller, 2006). Holmstrom (2005), Adams and Ferreira (2007), and others, if management believes that a more independent board will monitor their actions and decisions more intensively, they may be reluctant to disclose info

11、rmation that could be used for disciplining purposes.Literature Reviewmanagement may not only withhold information from independent directors, but may also seek to entrench themselves by investing in manager specific projects that increase information asymmetries and limit the boards ability to impo

12、se discipline (see Shleifer and Vishny, 1989; Edlin and Stiglitz, 1995)Literature ReviewDuchin, Matsusaka,andOzbas(2010) emphasize, “when an outsiders cost of acquiring information about the firm is high, outside directors are less effective at monitoring and providing advice, than when the cost of

13、information is low.” Aghion and Tirole(1997), even though “formal authority” (i.e., “the right to decide”) may have shifted to the board as a result of them an dated increase in independence, “real authority” (i.e., “the effective control over decisions”) may still reside with management due to thei

14、r information advantage. Research DesignHypothesis: our main hypothesis is that an exogenous increase in the proportion of independent directors will cause an increase in corporate transparency.Research DesignOur objective is to test whether a firms proportion of independent directors causally deter

15、mines characteristics of corporate transparency. Therefore , we would ideally estimate the following specification:Research DesignHowever , as discussed in the previous section, the literature on the relation between firms governance structures and transparency suggests that board structure and info

16、rmation are jointly determined. If firms % Ind. directors is endogenously related to corporate transparency, the estimated effect of board structure will be biased. Credible identification of the effect of firms board structure on transparency therefore requires an instrument that produces exogenous

17、 variation in board structure, but that has no direct effect on firms transparency.Research Designwe express our variables in changes by taking first-differences of Eq. (1), which yields the following model of changes in information variables as a function of changes in board structure and changes i

18、n controls:Research DesignChange in % Independent directors remains endogenous in Eq. (2), and we instrument for it with its predicted value from the following regression:Research DesignResearch DesignData and SampleWe begin with a sample of firms for which we have board independence data in 2004. F

19、ollowing Chhaochharia and Grinstein(2009), we delete firms that are not members of the NYSE or Nasdaq. We eliminate foreign private issuers following Berger,Li, and Wong (2011). We also exclude “controlled companies,” which we define as those with dual class shares , or for which more than 50% of th

20、e companys voting power in electing directors is held by an individual, a group, or another companyData and SampleWe obtain board data primarily from RiskMetrics, and supplement these data with additional observations available from the Corporate Library and Equilar . RiskMetrics provides data on bo

21、ard independence for 1,301 of these firms in 2000; the remaining board independence data for 2000 we collect by hand. Data and SampleAll of our tests require board data, data from Compustat and CRSP, and data to estimate the information asymmetry component of the bid asked spread(IAC_spread). Our sa

22、mple size varies between 1,428 and 1,849 firm observations depending up on the specific test. This variation occurs because we only require data for the necessary variables for a firm to be included in the sample for a given test. Data and SampleWe specify a sample period that starts just before the

23、 exchange regulations would have been anticipated and ends just after the first time firms were required to comply with the regulations. As noted above, firms that were not initially compliant with the regulations were required to change their boards by the earlier of (1) the firms first annual shar

24、eholders meeting after January 15, 2004; or (2) October 31, 2004. Data and SampleResults-Descriptive statistics Results-Descriptive statistics Results-eq.3Resultseq.4Resultseq.4Resultseq.4Resultseq.5Resultseq.5Resultseq.6Resultseq.6Resultseq.6Resultseq.6Resultseq.7Resultseq.7Conclusion We present re

25、sults that are generally consistent with the interpretation that an exogenous (required) increase in the proportion of independent directors results in an increase in corporate transparency.ConclusionOur results are also nuanced by our findings that the relation between board independence and transparency is influenced by whether the firm: (i) has a less than fully independent audit committee, (ii) Has high information processing costs, (iii) has sympt