This study examines how corporate governance influences short-term and long-term bidder returns from China’s domestic mergers and acquisitions during 2001-2010. We examine a range of corporate governance measures covering ownership structure, board structure, insider ownership and managerial incentives while controlling for bidder and deal characteristics. Our initial results from events analyses show that market responses differ in ways which suggest a difference in how the market’s assessment of share price from the perspectives of short run and long run. Bidders obtain significant positive abnormal returns over the five-day event period but suffer significant wealth losses for two years following the deal completion. Our further analyses on factors driving the price difference show that executive ownership (positive) and state ownership (negative) exert opposite effects on the announcement period returns. The returns further differ by way of payments with positive (negative) effects from stock (cash) financing. Our long-term regression analyses show that the positive impact of executive ownership remains. Independent directors record a negative effect on abnormal returns. Nevertheless, board independence measured by the composite corporate governance index exerts a significant, positive effect on shareholder wealth. Our study highlights the need for the state to accelerate the share structure reform and formulate policies that encourage executive ownership and sound corporate governance.

We empirically evaluate 20 prominent contributions to a broad range of areas in the empirical corporate finance literature. We assemble the necessary data and then apply a single, simple econometric method, the connected-groups approach of Abowd, Karmarz, and Margolis (1999), to appraise the extent to which prevailing empirical specifications explain variation of the dependent variable, differ in composition of fit arising from various classes of independent variables, and exhibit resistance to omitted variable bias and other endogeneity problems. In particular, we identify and estimate the role of observed and unobserved firm- and manager-specific characteristics in determining primary features of corporate governance, financial policy, payout policy, investment policy, and performance. Observed firm characteristics do best in explaining market leverage and CEO pay level and worst for takeover defenses and outcomes. Observed manager characteristics have relatively high power to explain CEO contract design and low power for firm focus and investment policy. Estimated specifications without firm and manager fixed effects do poorly in explaining variation in CEO duality, corporate control variables, and capital expenditures, and best in explaining executive pay level, board size, market leverage, corporate cash holdings, and firm risk. Including manager and firm fixed effects, along with firm and manager observables, delivers the best fit for dividend payout, the propensity to adopt antitakeover defenses, firm risk, board size, and firm focus. In terms of source, unobserved manager attributes deliver a high proportion of explained variation in the dependent variable for executive wealth-performance sensitivity, board independence, board size, and sensitivity of expected executive compensation to firm risk. In contrast, unobserved firm attributes provide a high proportion of variation explained for dividend payout, antitakeover defenses, book and market leverage, and corporate cash holdings. In part, these results suggest where empiricists could look for better proxies for what current theory identifies as important and where theorists could focus in building new models that encompass economic forces not contained in existing models. Finally, we assess the relevance of omitted variables and endogeneity for conventional empirical designs in the various subfields. Including manager and firm fixed effects significantly alters inference on primary explanatory variables in 17 of the 20 representative subfield specifications.

The independent directors of a board can impact CEO pay-performance more effectively if a compensation committee provides information and assist them in designing relevant executive pay schemes. On the basis of this idea, we developed and tested the hypotheses that Chinese firms with a compensation committee have a closer CEO pay link with performance when a larger proportion of independent directors serves on the board. We focused primarily on the effect of a compensation committee on CEO pay-performance relation as a consequence of its help for the board and found that board independence produces a stronger relationship between executive compensation and firm performance in Chinese listed firms. This association is more evident in those firms which have a compensation committee. Our findings suggest that the interaction between independent directors on the board and a compensation committee has important consequences for CEO incentive systems as well as corporate governance structures in China.

The issues concerning the governance mechanism of board independence and its determinants remain controversial in the field of corporate finance. Particularly, the association between the properties of family power and board independence is yet comprehensively discussed and is crucial important for the financial market in Europe and Asia. We set out in our study to identify the determinants of board independence with the sample of listed firms in Taiwan from 2002 to 2006 based on the notions that independent boards play an important role to enhance corporate governance mechanism. The argument that the higher involvement of family power in the board room is harmful to the board independence is expected. The evidence shows that firms with larger size and greater opportunities of managers to consume private benefits tend to hire more independent directors. Besides, higher growth opportunities, as well as greater outsider influence provide the same positive effect on appointing independent directors. Regarding to the most important evidence, firms with greater proportion of family members on the directorship reduce the tendency to appoint more independent directors; moreover, the higher percentage of shares owned by family members provides the positive effect on board independence. However, firm age is found to have a contradictory effect to that reported in the prior studies and firms which are more seasoned do not necessarily tend to hire more independent directors. Furthermore, we also compare board structures across different firm sizes and find that board composition in small and large firms is extremely divergent. We tend to contribute to the literatures with the evidence that firms with greater influence of power of family directorship on the board meeting are burdened with severe problem of less independence of the board.

This paper explores the empirical results of the implementation of an independent director system in China, and identifies the advisory role of the board. The results show that firms implement board independence by adding extra members, instead of removing inside directors, except in the case where the board size (before the recruitment of independent directors) has already been too large. It has been found that complex (large and diversified) firms prefer a large board with more independent directors on the board. However, the largest shareholders have a strong incentive to organise a small and insider-controlled board. Although there is a negative relationship between board size, board independence and firm performance, Tobin’s Q increases in relation to board size and board independence for complex firms.