摘要
独立董事在现代公司治理体系中发挥着重要作用,传统观点认为其基本的作用机制在于声誉效应,忽略了其背后可能存在的压力效应。本文以股东大会投票为契机,选取2013—2018年中国资本市场发生股东大会选举独立董事事件的A股上市公司作为研究样本,试图通过检验股东大会投票得票率与独立董事异议行为之间的关系来验证压力效应之存在性。研究发现:股东大会投票得票率越低,独立董事异议行为发生的概率越大、数量越多,表现为压力效应;进一步对压力效应的作用机制检验揭示,股东大会投票得票率较低的独立董事所在企业会面临更大的外部舆情压力和监管压力,进而促使独立董事异议行为增加;当第一类代理成本或第二类代理成本水平较高时,较低的股东大会投票得票率对独立董事异议行为的压力效应显著增强。以上结果表明,压力效应是中国情境下独立董事履职的重要机制之一。本文不仅为检验压力效应的存在性提供了经验证据支持,同时也丰富了股东大会治理的相关文献,为鼓励股东积极参与企业决策、提高公司治理效率提供了注解。
As an important part of corporate governance mechanisms,independent director system has been greatly expected in alleviating agency conflicts and protecting rights of minority investors.Since introduced into the Chinese capital market in 2001,independent director system is quite controversial due to playing an inefficient supervisory function in reality.Therefore,how to improve performance efficiency of independent directors is of significations.Existing research generally holds that the supervisory role of independent directors in corporate governance mainly relies on reputation mechanisms,and independent directors may perform their supervisory duties due to various motivations in theory.In addition to the reputation mechanism which has been widely concerned,whether there are other mechanisms that enable independent directors to function effectively is worthy of studying.In the past few years,rising of shareholder activism has gradually awakened shareholders’awareness of rights protection.Shareholders pay more attention to participating in company decision-making by using their voting rights,in order to safeguard their own rights and interests.Participating in independent directors elections is an important means for shareholders supervising the performance of independent directors.In actual voting process of shareholders meeting,independent directors often have different voting rates.After independent directors are elected,the difference of voting rate may affect their performance in corporate governance.On the one hand,independent directors with higher voting rate of shareholders meeting may consciously improve performance efficiency to maintain reputation and obtain continued recognition from shareholders,indicating that there is reputation effect of shareholders meeting voting.On the other hand,independent directors with lower voting rate of shareholders meeting may face greater performance pressure,strengthen the effectiveness of supervision,and improve performance efficiency,indicating that there is pressure effect of shareholders meeting voting.Thus,shareholders meeting voting may not only has a reputation effect and encourage independent directors with higher voting rate to actively perform supervisory duties,it may also produce a pressure effect to improve supervision effect of independent directors with lower voting rate.It is necessary to empirically test which of the above two effects is dominant in the operation of corporate governance mechanisms.Based on the above consideration,using listed companies with shareholders meeting electing independent directors in Chinese capital market A-share from 2013 to 2018 as the research samples,this paper tries to verify the existence of pressure effect by examining the relationship between voting rate of shareholders meeting and independent directors’dissenting behaviors.The results show that the likelihood and number of independent directors’dissenting behaviors improves when voting rate of shareholders meeting is lower,indicating that there is pressure effect of shareholders meeting voting.Further test for pressure effect mechanism shows that firms with lower voting rate of shareholders meeting are subject to higher pressure from external public opinion and supervision,which increases independent directors’dissenting behaviors.In addition,this paper introduces two types of agency cost situational factors,and finds that pressure effect of lower voting rate of shareholders meeting on independent directors’dissenting behaviors enhances when first agency cost or second agency cost is higher.From the perspective of Shareholders’meeting voting,this paper verifies that pressure effect is one of the major mechanisms for independent directors performing duties in Chinese context,providing empirical evidence supporting for testing the existence of pressure effect,and enriching relevant literature on the shareholders meeting governance and dissenting behavior of independent directors.Besides,it provides annotation for encouraging shareholders to actively participate in corporate decision-making and improving corporate governance efficiency.
作者
周泽将
王浩然
ZHOU Ze-jiang;WANG Hao-ran(School of Business,Anhui University,Hefei,Anhui,230601,China;School of Economics,Anhui University,Hefei,Anhui,230601,China)
出处
《经济管理》
CSSCI
北大核心
2021年第2期157-174,共18页
Business and Management Journal ( BMJ )
基金
国家自然科学基金面上项目“本地任职、政治关联与企业财务行为:中国关系情境中独立董事视角的理论构建与实证检验”(71772001)
安徽省学术与技术带头人及后备人选科研活动经费资助项目“轻资产运营对企业竞争力的影响研究:路径分析与实证检验”(2019H218)
关键词
股东大会投票
异议行为
独立董事
声誉效应
压力效应
shareholders meeting voting
dissenting behaviors
independent directors
reputation effect
pressure effect
