Directors

  • 详情 Independent Director-Affiliated Donations and Stock Price Crash Risk
    This paper investigates whether and how independent director-affiliated corporate donations affect stock price crash risk in China. We find a significant positive relationship between affiliated donations and future crash risk. The relationship is more significant for firms with weak internal governance and limited external monitoring, when affiliated directors serve on the audit committee, and in non-state-owned enterprises. Overall, our findings suggest that the social ties built through affiliated donations undermine rather than enhance director monitoring, and that agency theory has more explanatory power than resource dependence theory for understanding the impact of affiliated donations on stock price crash risk.
  • 详情 From Culture to Equity: Unraveling the Relationship between Cultural Tightness and Board Gender Diversity
    Cultural tightness measures the extent to which individuals behave according to the broader values shared by other members in society. While cultural tightness has been studied extensively in the context of individuals’ behavior and (cross) country-level outcomes, much less is known about the explanatory power it holds in the setting of organizational structures. Motivated by the ambiguous relationship between cultural tightness and population-level gender equality documented by prior literature, we investigate whether cultural tightness helps explain board gender diversity levels in China. Rooting our hypotheses in institutional theory and the contextual governmental reforms of China, we leverage a large sample of Chinese A-share listed firms and document that firms located in culturally tight provinces have higher levels of board gender diversity. Further analyses reveal that cultural tightness in China partially offsets the impact of more traditional Confucian values, and the relationship becomes more pronounced in settings where firms can realize higher legitimacy gains from adopting women on their boards. Finally, we counter potential critiques of window dressing, by demonstrating that in culturally tighter areas women are more likely to be higher educated, have more experience abroad, hold more board positions, and are less likely to be independent directors.
  • 详情 Law and Algorithm-Managed Firms
    Recent technological advancements have enabled the emergence of business organizations fully managed by algorithms, such as decentralized autonomous organizations (DAOs) or through artificial intelligence (AI), as observed in China’s online food delivery sector. These organizations are collectively referred to as algorithm-managed firms (AMFs). Given machines’ capabilities in data collection and analysis, human directors are increasingly being replaced by algorithms or AI in specific sectors. This article contends that algorithms can effectively take over human directors’ managerial, monitoring, and mediating roles. The diminishing role of human directors raises certain concerns of stakeholder protection. Unlike human directors, algorithm directors or managers would not consider stakeholders’ interests unless clearly instructed to do so. However, the algorithm supplier and the AMFs may lack the incentives to fully consider stakeholders because they do not always internalize the social costs. To address the challenges of AMFs, policymakers need to consider different regulation strategies. First, they must choose between command-and-control regulations and target-based regulations. Command-and-control regulations often do not work well because regulators lack enough information or control over complex algorithms. Instead of setting detailed technical rules, policymakers should adopt target-based regulations that let the algorithm balance various interests and regulate its own operations. Second, policymakers should decide between entity-based and algorithm-based regulations. Algorithm-based regulation is more suitable because it prevents companies from passing costs onto society. The state could consider regulating the composition of the board of directors of the algorithm supplier to ensure that they incorporate the concerns of stakeholders’ interests in the development of the algorithm. Additionally, corporate law doctrines that protect creditors and other stakeholders, such as piercing the corporate veil and limiting liability for corporate torts, must be revisited and modified because their foundational assumptions no longer align with the realities of AMFs.
  • 详情 Directors' and Officers' Liability Insurance and Organization Capital: Evidence from China
    We examine whether firms with high organization capital (OC) are more likely to purchase Directors’ and Officers’ (D&O) liability insurance, using a panel of Chinese A-share listed companies from 2009 to 2021. We document a robust positive association between OC and the propensity to carry D&O insurance. The effect remains statistically and economically significant after controlling for firm characteristics and employing multiple identification strategies to address endogeneity. We propose two economic channels through which OC affects D&O insurance demand, namely, agency and information asymmetry. Consistent with these mechanisms, we find that the positive OC–D&O relationship is significantly stronger in firms with weaker internal governance and those facing opaquer information environments. Additional cross-sectional analyses show that this effect is concentrated in privately-owned firms and in regions with more developed market institutions, suggesting that external pressures accentuate the value of insuring key decision-makers. Our results are robust to alternative model specifications and remain stable after using propensity score matching, instrumental variable approaches, and the Heckman two-stage model. Overall, the findings highlight OC as a critical internal driver of corporate insurance decisions. Firms with substantial intangible assets strategically obtain D&O coverage to strengthen governance and reduce information frictions, especially in emerging markets like China where formal investor protections are still evolving.
  • 详情 Do the Expired Independent Directors Affect Corporate Social Responsibility? Evidence from China
    Why do firms appoint expired independent directors? How do expired independent directors affect corporate governance and thus impact investment decisions? By taking advantage of the sharp increase in expired independent directors’ re-employment in China caused by exogenous regulatory shocks, Rule No. 18 and Regulation 11, this paper adopts a PSM-DID design to test the impact of expired independent directors on CSR performance. We find that firms experience a significant decrease in CSR performance after re-hiring expired independent directors and the effect is stronger for CSR components mostly related to internal governance. The results of robustness tests show that the main results are robust to alternative measures of CSR performance, an extended sample period, alternative control groups, year-by-year PSM method, and a staggered DID model regarding Rule No. 18 as a staggered quasi-natural experiment. We address the endogeneity concern that chance drives our DID results by using exogenous regulatory shock, an instrumental variable (the index of regional guanxi culture), and placebo tests. We also find that the negative relation between the re-employment of expired independent directors and CSR performance is more significant for independent directors who have more relations with CEOs and raise less objection to managers’ decisions, and for firms that rely more on expired independent directors’ monitoring roles (e.g., a lower proportion of independent directors, CEO duality, high growth opportunities, and above-median FCF). The mediating-effect test shows that the re-employment of expired independent directors increases CEOs’ myopia and thus reduces CSR performance. In addition, we exclude the alternative explanation that the negative relation is caused by the protective effect brought by expired independent directors’ political backgrounds. Our study shows that managers may build reciprocal relationships with expired independent directors in the Chinese guanxi culture and gain personal interest.
  • 详情 Why Do Firms Purchase Directors’ and Officers’ Liability Insurance? – Perspective from Economic Policy Uncertainty
    Purpose – This study aims to investigate whether firms purchase directors’ and officers’ liability (D&O) insurance when the country-level economic policy uncertainty (EPU) is high. Design/methodology/approach – This study uses D&O insurance data from Chinese listed firms between 2003 and 2019 to conduct regression analyses to examine the association between D&O insurance and EPU. Findings – The results show that government EPU, despite being an exogenous factor, increases the likelihood of firms’ purchasing D&O insurance, and this effect is more pronounced when firms are exposed to great share price crash risk and high litigation risk, suggesting that firms intend to purchase D&O insurance possibly due to the accentuated stock price crash risk and litigation risk associated with EPU. In addition, the results indicate that the effect of EPU on the D&O insurance purchase decision is moderated by the provincial capital market development and internal control quality. Practical implications – The study highlights the role of uncertain economic policies in shareholder approval of D&O insurance purchases. Originality/value – The study enriches the literature on the determinants of D&O insurance purchases by documenting novel evidence that country-level EPU is a key institutional factor shaping firms’ decisions to purchase D&O insurance.
  • 详情 The Nonlinear Impact of Idiosyncratic Risk on Corporate Cash Holdings: A Perspective Based on the Changes in Managers’ Risk Attitude
    Starting from the change in decision-makers’ risk attitude, which suggests “an increase in risk leads to a heightened tendency for risk aversion”, this study explores the nonlinear relationship between idiosyncratic risk and corporate cash holdings. Empirical analysis results indicate that, with the enhancement of decision-makers’ risk-averse degree, the marginal increase in corporate cash holdings presents an upward trend as idiosyncratic risk rises. Associated with the changes in managers’ risk attitude, the nonlinear relationship between idiosyncratic risk and corporate cash holdings becomes insignificant when the firm purchases directors’ liability insurance or is located in regions with better business environments. However, if the executives are older or hold academic titles, the increase in corporate cash holdings with the rise of idiosyncratic risk is more rapid.
  • 详情 Board competence and bank performance in China
    We incorporate econometrics approach into panel data methods to examine the impact of the board competence on the performance in Chinese banks. By investigating the biographical background of directors in the 20 largest banks during the period 2008 to 2016, our estimate shows that the board of directors play a prominent role in the performance. Especially, both the education background and the management experience have negative impact on the performance.
  • 详情 Board chairperson turnover and financial performance: evidence from Chinese firms
    This study provides the first empirical evidence on the relationship between the chairman of the board of directors (COB) and corporate financial performance. Using a sample of Chinese A listed firms between 2008-2017, we find reliable evidence that the COB turnover improves corporate financial performance. Moreover, the existence of a majority shareholder (Majority) positively influences corporate financial performance, while firm nature (private majority shareholder or public majority shareholder)(Private) may not.
  • 详情 Do Boards Practice What They Preach on Nonfinancial Disclosure? Evidence from China on Corporate Water Information Disclosures
    Purpose – This study aims to examine whether and how gender diversity on corporate boards is associated with voluntary nonfinancial disclosures, particularly water disclosures. Design/methodology/approach – This study uses corporate water information disclosure data from Chinese listed firms between 2010 and 2018 to conductregression analyses to examine the association between female directors and water information disclosure. Findings – Empirical results show that female directors have a significantly positive association with corporate water information disclosure. Additionally, internal industry water sensitivity of firms moderates this significant relationship. Originality/value – This study determined that female directors can promote not only water disclosure but also positive corporate water performance, reflecting the consistency of words and deeds of female directors in voluntary nonfinancial disclosures.