Top PDF CEO compensation and the Board of Directors

CEO compensation and the Board of Directors

CEO compensation and the Board of Directors

After reading a myriad of theoretical and even more important empirical academic arti- cles about the board of directors, their role and their influence on certain other variables, it becomes apparent that empirical research concerning boards of directors suffers from a multitude of obstacles, first of all the work and behavior of directors cannot be observed directly, since directors work behind closed doors hidden from the public eye. According to Adams et al. (2010) the explanatory variable ”board of directors” cannot be analyzed econometrically since listed corporations are by law required to have a board of directors. The authors derive this as the reason why empirical research often focuses on structural differences across the boards e.g. board size, percentage of insiders as opposed to gray or outside directors, board independence, director busyness, that are used as proxies for behavior. Hermalin and Weisbach (2003) state that board behavior is connected to the decisions (e.g. CEO pay, hiring and firing a CEO) the board of directors makes. These structure variables are set in relation with other economic factors like CEO pay (e.g. Core et al., 1999; Petra and Dorata, 2008, firm performance (e.g. Yermack, 1996; Callahan et al., 2003, accounting fraud (e.g. Klein, 2002) and conclusions are made based on empirically tested assumptions. Adams et al. (2010) argue that the difficulty with this approach is the often cited endogenity problem, since board structure is not likely to be exogenously determined. Hermalin and Weisbach (2003) highlight that variables like company perfor- mance or CEO turnover are the result of the directors’ decision-making process and at the same time might change the board structure over time since demand for specific directors changed (e.g. low performance required more monitoring, since outsiders are believed to be better monitors, the firm might consider to replace insiders with outsiders). Adams et al. (2010) accentuate
Show more

77 Read more

Media Disclosure, Board Structure and CEO Compensation: Evidence from Taiwan

Media Disclosure, Board Structure and CEO Compensation: Evidence from Taiwan

This paper uses a sample of firms listed in Taiwan Stock Exchange and investigates the effect of the degree of media coverage on CEO compensation, subject to other important variables such as board structure, analyst coverage, CEO duality, and institutional ownership. We find strong evidence that media coverage is strongly associated with CEO compensation, with CEO of firms with high coverage receiving substantially higher compensation. Analyst coverage and institutional ownership both have a similar positive effect on CEO compensation, so is board size, while percentage independent board member has an opposite effect. CEO duality (CEO who also serves as the Chairman of the board) has a negative effect on CEO compensation. Our results broadly mesh with other studies on CEO compensation, board structure, and other studies on corporate governance.
Show more

6 Read more

BOARD COMPOSITION IN FAMILY BUSINESS AND PERFORMANCE IN GHANA: ROLE OF CEO DUALITY AND TYPE OF DIRECTORS

BOARD COMPOSITION IN FAMILY BUSINESS AND PERFORMANCE IN GHANA: ROLE OF CEO DUALITY AND TYPE OF DIRECTORS

We consider a firm to be a family firm if it has at least two people who are siblings on the board of directors and/or management teams, and the board chair is a relation. The presence of siblings in the governing bodies implies an intention, and by far transmission of leadership between generations in the family; this, in turn, is another key factor in the definition of family firms (Zellweger et al., 2010). Lastly, the presence of family members on the board and the fact that the chair of the board is a family member also allows us to infer that the ownership of the firm is in fact controlled by the family (García-Castro and Casasola, 2011). The population of this study was private family firms in Ghana, where the firms are predominantly businesses with a strong presence of the leading families in the board, management and ownership. Using interview, questionnaire and annual reports, we analyzed each firm, case by case to arrive at the variables employed for this study. The questions and interviews together with annual reports were sharped to derive the following variables. To do this we imposed certain restriction on the firm who were affected by certain conditions that wouldn’t allow them to be part of the sample. Thus, during the course of data gathering process, 367 private family businesses were contacted, however, firms in which any of the following conditions existed were considered as outlier and deleted from the sample.
Show more

12 Read more

CONTENTS. TO SHAREHOLDERS FINANCIAL INFORMATION. Foreword by the CEO Declaration by the Board of Directors... 46

CONTENTS. TO SHAREHOLDERS FINANCIAL INFORMATION. Foreword by the CEO Declaration by the Board of Directors... 46

As an international business, we are exposed to a range of risks inseparably linked to entrepreneurial activity. The job of opportunity and risk management is to contain these risks and make them simple to understand and monitor. The management control tools that we have implemented for this purpose enable us to register and monitor risks cen- trally in a regular manner. This ensures that the Board of Directors is always kept up to date on current and future risks. The aim, however, is not just to manage and avoid risks, but also to use our control and risk management activities as a means of creating room for maneuver. For example, we can manage and control new acquisitions and projects for large customers by using uniform global guide- lines and directives that set out threshold-based authoriza- tion trees. Checklists are used to ensure structured analysis and highlight potential risks and opportunities alike. Areas of Focus in Personnel Management. The
Show more

130 Read more

Board of Director Characteristics and CEO compensation: Empirical Evidence from Iran

Board of Director Characteristics and CEO compensation: Empirical Evidence from Iran

Fama and Jensen (1983) point out that CEO duality signals the absence of separation of decision control and decision management. The result of CEO duality is the concentration of decision- making power, which could constrain board independence and reduce its ability to execute its oversight and governance roles (Finkelstein and D’Aveni, 1994). CEOs on boards mean that they have greater power and are more influential and therefore are able to increase their compensation packages. This is more of a case when the CEO is also the chairperson, or when the CEO is a member of the compensation/remuneration committee. Core et al. (1999) and Reddy et.al (2015) report that CEO compensation is much higher when the CEO is also the chairperson of the board. Based on the above, we propose our second hypotheses as follows:
Show more

15 Read more

(a) board of directors or board shall mean the board of directors of a land bank;

(a) board of directors or board shall mean the board of directors of a land bank;

A land bank may be dissolved as a type C not-for-profit corporation sixty calendar days after an affirmative reso- lution approved by two-thirds of the membership of the board of directors. Sixty calendar days advance written notice of consideration of a resolution of dissolution shall be given to the foreclosing governmental unit or units that created the land bank, shall be published in a local newspaper of general circulation, and shall be sent certified mail to the trustee of any outstanding bonds of the land bank. Upon dissolution of the land bank all real property, personal property and other assets of the land bank shall become the assets of the foreclosing governmental unit or units that created the land bank. In the event that two or more foreclosing governmental units create a land bank in accordance with section sixteen hundred three of this article, the withdrawal of one or more foreclosing governmental units shall not result in the dissolution of the land bank unless the intergovernmental agreement so provides, and there is no foreclosing governmental unit that desires to continue the existence of the land bank.
Show more

11 Read more

Determination of Board and CEO Compensation in Emerging Economy: Evidence from India

Determination of Board and CEO Compensation in Emerging Economy: Evidence from India

Panels A, B, C and D of the table show the regression results of salary, commission, perquisites and sitting fees at level. Salary and perquisites are payable to only to the executive or whole-time directors. Sitting fees are payable to only non-executive directors. Commission is payable to both executives and non- executive directors, if there is sufficient amount of profit. The regressors are same as I have discussed in Table 3 i.e., board size, proportion of NED in the board, total number variety produced by the firm, product diversification index, number plant locations of the firm, interaction of number of location and diversification index, risk of the firm measure in terms of standard deviation of stock return, three dummies as a proxy for identification of CEO e.g. Chairman, Relative, more than one CEO in the firm, current and previous year ROA and ADJQ and other control variables such as sales, advertisement intensity and R&D intensity, firm age dummy for the firms belong to business group. The first column of each panel shows the estimated value of the parameters and the second column gives the p-value. All the regressions include time and industry fixed effects. The sample covers the period from 1997 to 2002.
Show more

40 Read more

Board of Directors Monitoring of CEO Insider Trading: Before and After the Sarbanes-Oxley Act

Board of Directors Monitoring of CEO Insider Trading: Before and After the Sarbanes-Oxley Act

Explanatory variables include Board Independence, measured as the proportion of the number of independent directors to entire board size; Duality, a binary variable that is equal to one[r]

127 Read more

THE WORKERS' COMPENSATION BOARD MEETING OF THE BOARD OF DIRECTORS M I N U T E S

THE WORKERS' COMPENSATION BOARD MEETING OF THE BOARD OF DIRECTORS M I N U T E S

9.1 2020 Executive Compensation Peer Group and Best Practice Review In 2017, with the enactment of the Reform of Agencies, Boards and Commissions Compensation Act (RABCCA), the Government of Alberta developed a new peer group for the CEO, which came into effect March 15, 2019. In September 2018, and reconfirmed in 2019, WCB’s Board of Directors approved a peer group similar to the one defined in RABCCA for vice president compensation modelling. This peer group consists of broad Canadian public sector organizations sorted to reflect the scope and complexity of WCB in terms of annual budget/revenue, assets under management, and/or numbers of employees. It no longer contains private sector organizations. Hexarem recommends reconfirming the same peer group selection criteria for the 2020 executive compensation review.
Show more

5 Read more

Board of Directors

Board of Directors

Dan Young is president of Irvine Community Development Company LLC (ICDC), an affiliate of The Irvine Company responsible for all residential development on The Irvine Ranch®. Mr. Young came to the Irvine Company after a 20-year career as a real-estate developer and consultant to the industry. His community involvement includes 11 years on the Santa Ana City Council, including eight years as mayor. In his official capacity as mayor, Mr. Young also served on the board of directors of several regional agencies, including: the Metropolitan Water District and the Orange County Transportation Authority. Mr. Young received his bachelor’s degree from California State University, Fullerton, and his master’s degree in Public Administration from the University of Southern California.
Show more

5 Read more

Why female board representation matters:The role of female directors in reducing male CEO overconfidence

Why female board representation matters:The role of female directors in reducing male CEO overconfidence

In what follows, we investigate whether this differential effect of female board representation across industries remains when we focus on specific corporate decisions. Table 7 presents the regression results where the dependent variable is capital expenditures scaled by beginning-of-year net property, plant and equipment. For each specification, we estimate the regression using two alternative econometric techniques: OLS and firm fixed effects. First, for regressions (1) to (3) based on the whole sample, the coefficient on Fraction of female directors is insignificant, but the coefficient on the interaction of the former with the industry overconfidence prevalence variable is negative and significant at the 10% level or better. This suggests that female board representation reduces investment in industries with high overconfidence prevalence. There is no such effect in industries with low overconfidence prevalence. In a similar vein, in unreported tables we find that female board representation also helps moderate assets growth (measured by the growth in total assets and growth in property, plant and equipment) in industries with high overconfidence prevalence, but not in those with low overconfidence prevalence.
Show more

69 Read more

The Board of Directors proposes new directors

The Board of Directors proposes new directors

Koen Van Gerven, CEO declared : “I’m happy that the company will welcome three new experienced members in its Board of Directors adding diversity, international stature and complementary skills to the Board. This completes some changes that were brought to the Board of Directors after the IPO last year. I look forward to work with the Chairperson and the Board of Directors to further implement our strategic plan. bpost booked strong results in 2013 permitting to reward shareholders by paying a first dividend since listing. I’m sure this is a first step into strenghtening their lasting confidence in bpost.”
Show more

9 Read more

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF 17 EDUCATION & TECHNOLOGY GROUP INC.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF 17 EDUCATION & TECHNOLOGY GROUP INC.

(c) evaluate annually the performance of the CEO in light of the goals and objectives of the Company’s executive compensation plans, and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation; provided that in determining the long-term incentive component of the CEO’s compensation, the Committee shall consider factors as it determines relevant, which may include, for example the Company's performance and relative shareholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given to the CEO in past years and the Committee may discuss the CEO’s compensation with the Board if it chooses to do so;
Show more

5 Read more

FOR BOARD OF DIRECTORS

FOR BOARD OF DIRECTORS

guidance on decision making in complex, turbulent times. As a professor, Dr. Frame has been active globally, teaching management and technology classes at universities in Australia, Taiwan, China, Hong Kong and the U.K. Prior to entering academia, he was vice president of a computer modeling company, where he ran some 20 computer modeling and IT projects. Dr. Frame has been an active PMI volunteer since the 1990s, serving on PMI’s Board of Directors as an appointed director of certification and director of educational services, and working on a number of PMI Board task teams. He was awarded PMI’s Outstanding Person of the Year Award, Distinguished Service Award and PMI Fellow Award.
Show more

7 Read more

Board of Directors

Board of Directors

New Wave Dermatology multi-day conference will take place in Orlando, Florida at the Waldorf Astoria. The New Wave conference is unlike any other, offering a boutique experience that fosters interactions and builds relationships between industry, attendees, expert faculty, and the FSDPA’s Board of Directors. The attendance at New Wave Dermatology is capped at 225 so as to offer the boutique and intimate experience our attendees, faculty, and industry partners have grown to love. The FSDPA is a professional 501(c)(3) not-for-profit organization representing Physician Assistants (PAs) who specialize in dermatology and has the largest membership of any state PA specialty group, exceeding over 600 members. Our primary goal and mission is to promote superior, cutting-edge education and training of physician assistants specializing in dermatology and to foster the dermatologist – physician assistant team. This is key since the utilization and employment of PAs in dermatology is rapidly increasing.
Show more

8 Read more

The Board of Directors

The Board of Directors

tion Kuehne + Nagel will rely on the optimisation of its invest- ments and its ability to act with certainty and circumspection in difficult situations and to support its customers as an indis- pensable partner in the creation of greater added value. The Board of Directors thanks all members of the management and all employees for their committed and valuable contribu- tions to the Group’s development and to the results in the year 2011, which are a remarkable achievement in view of the macroeconomic situation. Thanks are also extended to all cus- tomers and partners for their confidence in Kuehne + Nagel and the good business relations the Group enjoyed with them.
Show more

11 Read more

HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER

HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER

3. Conduct Executive Performance Review and Set Executive Compensation. The Committee will review and approve goals and objectives relevant to the compensation of the CEO of HP, evaluate the performance of the CEO annually in light of those goals and objectives, and recommend to the independent directors of the Board all elements of the CEO's compensation, including salary, and short-term and long-term incentive awards, based on this evaluation and such other factors as the Committee deems appropriate. The Committee will also review annually and approve all elements of the compensation of other Section 16 Officers, including salaries and short-term and long-term incentive awards, based on the performance evaluations undertaken by the CEO and reviewed by the Committee, and such other factors as the Committee deems appropriate. The Committee shall review market and industry data as it deems appropriate for evaluating any or all elements of compensation against a peer community for executives, and may approve a group of peer companies for that purpose. In addition, the Committee may, in its discretion, act upon management proposals with respect to, or otherwise award stock options, stock, bonuses or other incentives to other key employees.
Show more

5 Read more

Board committees, CEO compensation, and earnings management

Board committees, CEO compensation, and earnings management

might be responsible for more than one task. Compensation committee members who also serve on the audit committee will take into account that their choice of the pay-performance sensitivity of CEO compensation will affect their job at the audit committee (i.e., the optimal level of monitoring). The level of task separation on boards not only depends on the director overlap between the two committees, but more generally on the degree of interaction between the committees, e.g., how often the whole board meets or whether the chair of the compensation committee is also on the audit committee. We refer to the degree of interaction between the two committees as committee interlock. This committee interlock is captured by the variable γ ∈ [0, 1]. An interlock of γ = 1 stands for a situation where committees are highly interlocked. This is the case, for example, if the two committees consist of exactly the same directors, which basically means that the whole board is responsible for both functions (this case therefore also captures the board’s decision making when there are no committees). In this case, the preferences of the two committees coincide, i.e., U 1
Show more

35 Read more

Three Essays on Compensation and the Board of Directors

Three Essays on Compensation and the Board of Directors

The test sample originates with the base sample of 14,464 firm-year observations. Requiring full Compustat data items reduces this sample to 14,459 firm-year observations. This sample is used to identify all SDC listed acquisitions that occurred during the fiscal year for these observations. We use CRSP data to calculate the cumulative abnormal return (market adjusted) for each acquisition. This requires that bidder firms have at least 100 observations in the -210 to -11 day window leading up the announcement date of the acquisition. Our final testing sample contains 2,239 acquisitions filtered on the following criteria: the acquisition must have completed, the deal value must be at least $1m as listed in SDC and at least 1% of bidder end of year market capitalization, bidding firms must control less than 50% of the target’s shares prior to the acquisition, and bidders must own 100% of the target firm following the acquisition. Panel A reports the mean, median, and standard deviation of the variables measuring board size, market capitalization, average director total compensation, and the average percentage of total pay that is due to incentive compensation. Panel B reports descriptive statistics for the sub-sample of firm-year observations in which board members did not receive any incentive compensation. Incentive compensation is defined as the sum of the value of restricted stock, option, and non-equity incentive compensation as reported in Execucomp. Panel C reports descriptive statistics for the sub-sample of firm-years in which all directors receive identical positive values of incentive compensation for that firm-year. Panel D reports descriptive statistics for the sub-sample of firm-years in which directors receive variable positive values of incentive compensation for that firm-year. All dollar amounts are in 2013 U.S. dollars.
Show more

128 Read more

Institutional directors and board compensation: Spanish evidence

Institutional directors and board compensation: Spanish evidence

From the agency theory perspective, the board of directors can work as an information system for external stakeholders to monitor insiders behavior. In this con- text, directors compensation is then an important incentive mechanisms that shape director behavior. According to Davis and Stobaugh (1995) director compensation should fulfill several goals: (a) motivate them to align their interests with shareholders; (b) cover responsibility and liability risk; (c) be consistent with transparency in director compensation setting. A key issue therefore is whether directors are being compensated in a way that motivates them to put effort and make decisions that maximize the return of the shareholders they represent to ( Cordeiro et al., 2000 ). Then, although nonexecutive directors and, specifically, those appointed by institutional investors are charged with looking after the interests of shareholders, there are reasons to ques- tion their effectiveness. Conflicts of interests appear where directors serving on the compensation committee deter- mine the level and mix of their own compensation packages ( Cordeiro et al., 2000 ). In exchange for excessive compensa- tion, directors may be more lax in discharging their assigned monitoring and oversight functions leading them to expro- priation activities. According to Chen et al. (2013) , these potential conflicts of interest and related outcomes may ultimately serve to erode any anticipated benefits of direc- tor compensation.
Show more

13 Read more

Show all 10000 documents...