How Do Companies Adjust their Independent Directors after a Mishap--Evidence from Independent Directors’ Background
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Abstract
Selection of independent directors in China’s listed companies is a two-way choice dominated by listed companies. Thereafter, most companies adjust their independent directors after a mishap (e.g. receiving qualified audit opinions or punished by regulatory authorities). This paper investigates the behavior of how companies adjust their independent directors from the perspective of independent directors’ background, by using data of Chinese listed companies to which a mishap happened between 2002 and 2004 as our target sample. Evidence shows that listed companies will increase independent directors with accounting background significantly after receiving qualified audit opinions or punished by regulatory authorities, for the purpose of mitigating distress from capital market and medium and minority shareholders, which highlights the supervising role of independent directors with accounting background. Besides, these companies enjoy significantly contemporaneous return after the adjustment.
- F. Zhang, “Thoughts on Independent Director System,” Management World, No. 2, 2003.
- X. D. Ning, “Directors’ Journey,” Ceocio China, No. 5, 2009.
- J. N. Gordon, “The Rise of Independent Directors in the United States, 1950-2005: Of Shareholder Value and Stock Market Prices,” Stanford Law Review, Vol. 59, No. 6, 2007, p. 1465.
- CSRC, “Establishment of Independent Director Systems by Listed Companies Guiding Opinion,” China Securities Regulatory Commission, 2001.
- F. Lou, “Status Quo of Foreign Research on Independent Director System,” Foreign Economies and Management, No. 12, 2001.
- Research Center of Shanghai Security Exchange, “Survey of Corporate Governance in China’s Listed Companies: Independence and Efficiency of the Board,” Fudan University Press, 2004.
- F. Zhou, “Independent Directors’ Background and Gover- nance Performance: Evidence from China’s Listed Com- panies,” Dissertation of Sun Yat-sun University, 2008.
- A. Smith, “Wealth of Nations,” W. Strahan and T. Cadell, London, 1776.
- Q. Q. Tang, “Research on the Motivation of Enforcement in China,” Dissertation of Sun Yat-sun University, 2003.
- M. C. Jensen, W. H. Meckling and S. Field, “Specific and General Knowledge, And Organizational Structure,” Jour- nal of Applied Corporate Finance, Vol. 8, No. 2, 1995, pp. 4-18.
- B. Xie, W. N. Davidson III and P. J. DaDalt, “Earnings Management and Corporate Governance: The Role of the Board and the Audit Committee,” Journal of Corporate Governance, Vol. 9, No. 3, 2003, pp. 295-316.
- J. Bedard, S. M. Chtourou and L. Courteau, “The Effect of Audit Committee Expertise, Independence and Acti- vity on Aggressive Earnings Management,” Journal of Practice & Theory, Vol. 23, No. 2, 2004, pp. 13-35.
- D. M. Bryan, C. Liu and S. L.Tiras, “The Influence of Independent and Effective Audit Committees on Earings Quality,” Working Paper, 2004.
- J. L. Johnson, C. M. Daily and A. E. Ellstrand, “Boards of Directors: A Review and Research Agenda,” Journal of Management, Vol. 22, No. 3, 1996, pp. 409-438.
- R. Anderson and J. Bizjak, “An Empirical Examination of the Role of the CEO and the Compensation Committee in Structuring Executive Pay,” Journal of Banking and Finance, Vol. 27, No. 7, 2002, pp. 1323-1348.