# Top PDF Three Essays on Compensation and the Board of Directors

### Three Essays on Compensation and the Board of Directors

The main sample consists of 4,133 firm-years between 1996 and 2001 with available data on Riksmetrics, Execucomp, the CRSP monthly files, and the Compustat annual files. The table reports scaled coefficient estimates (coefficient estimates times the standard deviation of each variable) for models examining the relation between CEO pay and director-linked CEO pay for two sub-samples based on board independence and CEO duality. All models adjust for year- industry effects, where industries are defined based on three-digit SIC codes, and firm fixed effects. Furthermore, all models control for additional firm, CEO, and board characteristics as in Table 1.2, Panel A. The construction of each variable is described in the Appendix. In Panel A, the sub-samples of low and high board independence are formed based on whether or not the proportion of independent directors is less than 1/2. In Panel B, boards with high independence are those with a majority of independent directors and 100% independent audit, compensation, and nomination/governance committees. The remaining boards are classified as having low board independence. Since data on board independence by committee is not available for the full sample, in Panel B there are fewer observations than in Panel A. In Panel C we split the sample based on whether or not the CEO is also the chairman of the board (COB). In Panel D we split the sample based on board size, where we first estimate a regression model with board size as the dependent variable and firm and CEO characteristics as the independent variables. If the residual of this regression is negative we classify firms as having relatively low board size, and if the residual is positive we classify the firm as having relatively high board size. In Panel E we split the sample based on whether the proportion of current executives in the board is less than the median of 52.63%, and in Panel F we split the sample based on whether the proportion of lawyers in the board is 0% (the median) or above 0%. The p-values (in parenthesis) are based on standard errors that adjust for firm-level and year-level clustering. The last column reports the difference (p-values in parenthesis) between the estimates for the two sub-samples.

### HP INC. BOARD OF DIRECTORS HR AND COMPENSATION COMMITTEE CHARTER

submission to stockholders. The Committee will oversee the administration of HP’s equity plans and the incentive compensation plans covering Section 16 Officers, and to the extent that such actions do not require stockholder approval, may approve, amend, modify, interpret or ratify the terms of, or terminate any such plans and any awards made under such plans. In addition, the Committee may authorize the assumption of equity outside a plan in acquisitions of a size that, pursuant to a policy approved by the Finance and Investment Committee of the HP Board of Directors, do not require review or approval of the HP Board of Directors.

### Institutional directors and board compensation: Spanish evidence

We deﬁne four dependent variables that are consistent with each one of our hypotheses. RETRIB is the average annual compensation of each director, deﬁned as the total compensation of the whole board of directors divided by the number of directors. FIXCOMP is the ﬁxed proportion of the compensation, deﬁned as the quotient between the total ﬁxed compensation and the total compensation of the whole board of directors. VARCOMP is the variable com- ponent of the compensation, deﬁned as the ratio of total variable compensation to the total compensation of all the board members. 2 SENSITIVITY is the sensitivity of the average compensation of the directors to changes in ﬁrm performance, which is operationalized as the variation in the compensation of the board relative to the variation of return on assets (ROA) between the previous and the current year. We deﬁne three main independent variables related to the presence of institutional investors in the board of directors. To begin, we deﬁne INSTIT as the proportion of directors appointed by institutional investors. We then make the distinction between pressure-sensitive and pressure- resistant directors. Thus, we deﬁne SENSIT as the proportion of board members who represent pressure-sensitive institu- tional investors (i.e., banks and insurance companies) and RESIST as the proportion of the board members who rep- resent pressure-resistant institutional investors (primarily mutual funds and pension funds). We also interact INSTIT, SENSIT, and RESIST with the previous year’s ROA to compute INSTITROA, SENSITROA, and RESISTROA, respectively. These three variables introduce the moderating effect of the board composition conditional on the performance of the ﬁrm.

### CEO Compensation, Pay Inequality, and the Gender Diversity of Bank Board of Directors

Our work is related to two different strands of the economics literature. One strand looks at the influence of the board of directors on CEO compensation (Faulkender and Yang, 2010; Ayadi and Boujelbene, 2013). This literature has found a role for the power of the CEO and several characteristics of the board. A second strand of the literature examines the performance effects of gender diversity on bank board of directors (Adams and Mehran, 2012; Garcia-Meca et al, 2015). While this literature has found mixed results, recently, Owen and Temesvary (forthcoming) reconcile these results by showing that positive performance benefits of gender diversity occur only when 1) there is a threshold number of women on the board, and 2) the bank is well managed.

### Changes in the Compensation Package of the Board of Directors and CEOs after the Corporate Scandal in late 2001.

managers. Specifically, director pay should become more performance based or more closely tied to shareholder returns. This should be evidenced in a larger fraction of director pay in the form of company stock or options to buy company stock. Moreover, because this change in director compensation will induce more effort by directors and more risk bearing (both costly to directors), total director compensation should rise as well. Second, because directors increase monitoring activity in response to their stronger incentives, reliance on performance incentives for managers should fall. That is, because managers are better motivated by board oversight, they need less motivation from their own stock and option holdings. As a result, stock and option awards should become a less important component of managerial compensation. Specifically, stock and option awards should shrink as a fraction of CEO pay.

### CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF YUME, INC.

In connection with its evaluation of Executive Officer compensation (a “say on pay” vote), the Committee will consider the results of the most recent stockholder vote on executive compensation, if one, and make such adjustments to Company compensation practices for Executive Officers as it deems appropriate in response thereto, if any. The Committee also may take account of the recommendations of the CEO with respect to other Executive Officers for each of the foregoing items. The CEO may not be present during voting or deliberations

### BOARDS OF DIRECTORS COMPENSATION ALTERNATIVES

Board of Directors may use different categories of benefits. This may include paid leave, paid services, health plans, life insurance and pension programs. When it comes to programs of paid services, it is common that directors are involved in educational/charitable programs, the plan of liability insurance, and for them travel expenses incurred for business purposes are reimbursed. Some directors are also entitled to the use of aircraft and apartments of the company, a discount on companies ’ products, an access to club memberships, and personal liability insurance. Also, directors may use legal and administrative services of the company, as well as free advice on tax issues and financial investments. Since the majority of directors are covered with some health insurance plans, additionally they can get some dental and medical services provided by the company plan (if they don ’ t have that type of insurance). Life insurance is usually limited to the case of accident during the business trip. A large number of companies have a pension programs for directors outsiders. These programs used to involve a payment equal to the annual award of director, for all the years of involvement in the Board. This practice was abandoned at the shareholders request, because it promoted the length of service, not the performance.

### LCRA Board of Directors

Customer Service: We enjoy strong relationships with our customers. We work together with our customers on solutions that will solve the region's power and water challenges. We listen and respond to external and internal customers, stakeholders, business partners and the communities we serve, seeking to understand and consider their needs and interests in conducting our business. Employees: We are the very best in class at what we do. We set high standards and achieve those standards. Our employees have the tools and resources they need to achieve their goals. We attract, engage and retain quality employees by providing opportunities for professional and personal development and by offering competitive compensation and benefits.

### ManpowerGroup Board of Directors

William Downe joined the ManpowerGroup board of directors in April 2011. He is President and CEO of BMO Financial Group, a bank founded in 1817 that today serves 11 million personal, commercial, corporate and institutional customers in North America and internationally. Downe held the role of Chief Operating Officer prior to being appointed CEO in 2007 and has held a variety of senior management positions in the U.S. since joining the company in 1983. He is a member of the International Business Leaders Advisory Council of the Mayor of Beijing, and the International Advisory Council of Guanghua School of Management at Peking University. Downe is on the Board of Trustees of the Rush University Medical Center and a member of the Board's Compensation and Human Resources Committee. Downe is a director of Catalyst, Inc. and a member of Catalyst's Canadian Board of Advisors. Downe is also a member of the Economic Club of Chicago and Past President of the Federal Reserve Board's Federal Advisory Council.

### Essays on Board of Directors’ External Connections

It is possible that this association merely reflects the endogeneity of directors’ external connections, whereby directors’ external connections are correlated with directors’ attributes such as experience and education. To evaluate this explanation, I further examine the association by controlling for directors’ experience and educational attainments which are potentially related to director compensation, and decomposing the external connection variable into three individual components; professional, educational, and other connections. Even after controlling for these director characteristics, human capital, I find that the main association still holds. I find that professional connections of outside directors are important determinants of pay for serving as a director, but educational and other connections of outside directors are not associated with their compensation. This finding is in contrast to Engelberg, Gao, and Parsons (2013) who find that CEO’ educational connections are more valuable than either professional or other connections. One interpretation of this result is that directors and CEOs have different roles within the firm. CEO ability is important in managing the operations of the firm, while directors are concerned with monitoring and resource provision. As a result, we may expect that different connections play different roles for CEOs and directors in benefiting the firm. This claim is supported by an additional test using the subsample of employee directors. I find that educational connections of employee directors as well as professional connections of employee directors are significantly associated with their compensation.

### Three essays on corporate independent directors in emerging markets

from 2004 to 2014. 9 I retrieved all of these reports from China Stock Market and Accounting Research Database (CSMAR), a leading information provider for Chinese publicly listed firms and one that has been used widely in management research (Ma & Khanna, 2015). Typically, a proposal is voted by inside directors and independent directors at board meeting and the passage of the proposal requires a majority vote. I identified those proposals with at least one non-agreement opinion by an independent director in a proposal (i.e. qualified opinion, adverse opinion, disclaimer opinion, abstention opinion or disagreement opinion). I classified these non-agreement opinions as ‘dissent’, 10 obtaining 392 proposals containing at least one dissenting opinion from independent directors. It’s possible that only one independent director dissents while the rest of other independent directors vote for this proposal. The rare occurrence of dissent in my sample is consistent with previous studies showing that director dissent is not common in the U.S. (Marshall, 2010) or in Israel (Schwartz-Ziv & Weisbach, 2013). It’s interesting to note that the number of dissenting proposal decreases from 55 in 2004 to 23 in 2013. For a proposal with at least one director dissent, I obtained the date and content of the proposal, those who attended the meeting, and their voting behaviour. Based on the identity of independent directors, I matched this dataset to the other CSMAR datasets containing directors’ personal backgrounds such as age, gender, education, and career path.

### Message of the Board of Directors

The Company has clearing agreement with its subsidiaries where no individual who might cause a conflict of interest have their shares in the subsidiaries more than 10 per cent, such as Rattanatibeth General Hospital Company Limited, Saraburi Wetchakit Company Limited and Sriburin Medical Company Limited. The related transactions are selling and purchasing items and services with the 3 subsidiaries, with pricing and compensation policy are complied with a regular business agreement, including credit loans and lending to Rattanatibeth General Hospital Company Limited and Saraburi Wetchakit Company Limited, respectively. The agreed interest rates are benchmarked with prevailing market rates under agreed terms. The Company has disclosed this detail in the notes to the financial statements.

### Collusion in board of directors

This framework allows us to derive the optimal compensation contract of the CEO which consists of a …xed and a variable part. More precisely, our results are the following. First, we consider as a benchmark the case of no board of directors (or equivalently the case of no CEO’s monitoring by the directors). In this setting, we show that the variable part of the CEO’s wage is higher for a high ability CEO than for a low ability CEO. Then, we allow shareholders to recruit a Board of Directors in order to monitor the CEO, assuming that collusion cannot emerge. An intesting result is that the Board behaves as a perfectly honest Board. The contract takes the same form as the one with no board i.e. no informational rent for a low ability CEO and a positive informational rent for a high ability CEO. Those informational rents correspond to the surplus a CEO can extract from the shareholders thanks to her informational advantage. However, informational rents are lower in this case than when there is no monitoring from the Board. This implies that it it less costly for shareholders to obtain information from the CEO when the Board monitors him. This enables us to characterize a threshold wage such that if the Board’s wage is lower than this threshold, recruiting a Board of Directors in order to monitor the CEO is always bene…cial for the shareholders.

### BOARD OF DIRECTORS REPORT

The variable compensation received by the CEO and other senior executives is based on the reported operating profit. The CEO received a basic salary of SEK 2.0 (1.6) million, variable compensation of SEK 0.5 (0.7) million during the year. The CEO’s retirement benefit costs for the year amounted to SEK 0.5 (0.9) million*. The variable compensation received by other senior executives is also based on operating profit – partly in their area of responsibility and partly at Group level. During the year, other senior executives received variable compensation that corresponded to 39 (33) per cent of the basic salary. The Chairman of the Board, the CEO and other key management personnel in the Group have been given the opportunity to acquire the Company’s shares and warrants at market conditions. The shares have been acquired under the same conditions as those that apply to the principal owner’s investment in the Company. The warrants, which entitle holders to acquire shares in a rights issue, have been offered at fair value based on an underlying Black-Scholes calculation model. See note 24 for a further description of the share option scheme. The CEO’s retirement age is 65. Retirement benefit costs are premium- based and correspond to 25% of the salary paid. The Company and the CEO have a mutual period of notice of 6 months. The retirement age for other senior executives is 65, and their retirement benefit costs are also premium-based. The Company and other senior executives have a mutual period of notice of 6 months.

### Vision. Board of Directors

Jocelyn was nominated as Acting Chair at the last AGM when Joanne Emberley White stepped down. She has been working as a Registered Massage Therapist since graduating from her program in 2009. She is a board member of the CMTNL, Chair of the Examination committee and proud member of the NLMTA. Her Volunteer efforts seem to increase from year to year and is a strong believer in educating the public on the benefits of Massage Therapy.

### CHARTER OF THE BOARD OF DIRECTORS

The Board shall establish the overall policies for the Corporation, monitor and evaluate the Corporation's strategic direction, and retain plenary power for those functions not specifically delegated by it to its Committees or to management. Accordingly, in addition to the duties of directors of a Canadian corporation as prescribed by applicable laws, the Board shall supervise the management of the business and affairs of the

### Board of Directors Report

new stores in 2014 and served more than 11 million customers. Setur Marinas served yachters in 10 marinas. Tek-Art A.Ş., a Group company, won the Kalamış and Fenerbahçe Marina privatization tender in May 2014. During the year, Setur also signed an agreement for the acquisition of three marinas from Ülker Group, with pending approval by the Competition Authority.

### 3. BOARD OF DIRECTORS

The Directors are elected for three-year terms until they reach the age of 70 during the calendar year when their term ends. Thereafter they may be elected for one-year terms. The average age of the Directors presently stands at 65. The following table provides details of the length of Board members’ current terms

### Board of Directors report

After some consideration, the Board of Directors decided not to establish a special Audit Committee, but rather to ad- dress these issues in the Board as a whole. In line with this, the Board of Directors regularly reviewed the financial position of the Company and the Group during the year. The forms for the purchasing and choice of auditing services for the coming four-year period were thus defined by the Board of Directors. Ongoing purchases, however, were delegated to the Chairman, who conducted purchasing together with the CFO with contin- uous reporting to the Board of Directors.