独立董事的价值:来自独立董事集中辞职的证据

The Value of Independent Directors:Evidence from the Resignation

本文以中组部发布[2013]18号文件作为一起外生事件,实证检验了独立董事辞职的市场反应。研究发现:(1)市场对独立董事辞职公告的反应显著为负,说明独立董事在中国公司治理实践中发挥了积极作用;(2)与独立性相比,保持与管理层之间良好的沟通对于独立董事发挥作用至关重要;(3)独立董事担任薪酬委员会委员有助于更好地履行职能;(4)具有地方政治联系的"官员独董"在民营上市公司中发挥了显著作用,而具有中央政治联系的"官员独董"不仅没有发挥积极的作用,反而凭借特殊的身份获得了更高的津贴。

There has still serious disagreement about the role of the independent directors in the Chinese listed companies whether from the theoretical perspective or the practical perspective. On the one hand, some literatures find that the independent directors can take positive effect in the corporate governance which is in accordance with the reputational mechanism. On the other hand, some empirical studies also show that the effect of the independent directors in the board is not significant. Hermalin ＆ Weisbach （2003） pointed that endogenous of the independent directors in the board would make the research to get the wrong conclusions. Using the 18^th file of Organization Department of the CPC in 2013 as an exogenous event, this paper tests the value of independent directors when they resign from the listed companies. First, we find that the cumulative abnormal return is negative and is significant at 5% and 1% level respectively. Specially, the mean and the media value of the CAR[ -2, ＋ 1 ] is -0. 63% and -0. 67% respectively, and both of the t test and the wilcoxon sign rank test are all significant, which means that independent directors play a positive role in the corporate governance. In other words, the investors consider that the resignation of the independent directors will decrease the value of the firms. Second, compared with the independence of the independent directors, keeping good relationship with the managers is very important for the independent directors in the board. We think it is not correct that prior literatures have only emphasized the independence of the independent directors, which obviously ignored the institutional background of China. Third, as a member in the compensation committee can help the independent directors to better perform their duties. But unfortunately, our conclusions also indicate that the independent directors, as a member in the audit committee, nominating committee and strategy committee, don＇ t take effect in the corporate governance. Fourth, the independent directors with local political connection can play a positive role in the private lis- ted companies. But the independent directors with central political connection are not deemed worthwhile in the state-owned firms. Finally, we also find that, although the independent directors with central political connection cannot take effect in the board, they received more compensation than the others from the listed firms. The conclusions of our paper reveal that although the independent director institution still has defects and imperfections, the independent directors can play a positive role in the Chinese listed companies. Our paper reduces the endogenous problems and provides the direct evidence to support the positive role of the independent directors in the Chinese listed firms. From the perspective of the independence, supervision and consultation, and political connection, the tests also can explain why the investors consider that the independent directors are valuable. Besides that, this paper will be benefit for us to understand the effect of the independent directors objectively and comprehensively. This paper also has meaningful implications in the corporate governance. First, for the developing country, removing and eliminating the obstacle in the independent director institution is more important than directly transplanting the rules from the developed countries. That means the regulators should pay more attention to the implementa- tion of institution, rather than only writing the institution. Second, disclosing the information about how to select the independent directors and the procedure in details will decrease the probability that the governors get the rent as an independent director in the board. Third, improving the proportion of the independent directors in the special committee and strengthening the rights of independent directors in the board will make them play a positive role in the corporate governance. At the same time, the power of the CEO should be restricted in the board in order to prevent the CEO directly from interfering and influencing the decision of the independent directors. As a result, the independent directors will perfectly play a supervisor and consultant in the board.