董事会独立性、总经理继任与战略变化幅度——独立董事有效性的实证研究

Board's Independence,CEO Succession and the Scope of Strategic Change: An Empirical Research on the Effectiveness of Independent Directors

总经理继任代表公司管理权力的转移,独立董事的监督对新任总经理权力的滥用起到约束作用。本文以2007-2012年A股上市公司作为研究样本,检验总经理继任对战略变化幅度的影响以及独立董事监督对该种影响的调节作用。研究发现,公司出现总经理继任事件时,新任总经理获得了执行战略变化的权力,公司战略变化幅度会明显增加。进一步的研究发现,独立董事对总经理战略变化执行中损害公司绩效的行为具有监督效力,董事会独立性抑制了总经理继任对战略变化幅度的影响。上述结果在控制了总经理继任的选择性偏差后仍然稳健。本文从战略控制视角探讨独立董事监督作用的有效性,拓展和丰富了"独立董事有效性"的研究,对公司更好地执行战略变化行为也有重要的启示。

Previous research on the effectiveness of independent directors is mostly based on the perspective of financial control, with a single leap from independent directors to the performance of companies, which neglects the strategic control of independent di- rectors. It is exactly based on this consideration that this paper will focus on verifying the effectiveness of independent directors based on the perspective of strategic control. The succession of CEO rep- resents the transfer of the management power of company. And in- dependent directors, which are of strong supervisory, play a role of norms and constraints in preventing the new CEO from abusing the power to do everything. By observing the data of companies listed in the ＂A＂ share from the year 2007 to 2011, this paper investigates the effect of the succession of CEO on the scope of strategic change and examines the moderating effect of board＇s independence on the relationship between the succession of CEO and the scope of stra- tegic change. The results indicate that the departure of the former CEO provides conditions for the new CEO to get the power of car- rying out the behavior of strategic change, and the behavior of new CEO resulting in the phenomenon of ＂a new broom sweeps clean＂ increases the scope of strategic change. In addition, the results also indicate that the board＇s independence negatively moderates the re- lationship between the succession of CEO and the scope of strategic change, and independent directors are effective in supervising the risk-taking behavior of CEO which will ultimately lead to damage to the performance of companies. And all above results are also robust after considering the selection bias of the succession of CEO. From the micro perspective of the strategic control process to dis- cuss the watchdog role of independent directors, this paper extends and enriches the research findings on ＂the effectiveness of indepen- dent directors＂, and also offers enlightenment for better implemen- tation of company＇s strategic change.