独立董事“逆淘汰”效应研究——基于独立意见的经验证据

Study on "Reverse Elimination" of Independent Directors——An Empirical Evidence from Independent Advices

本文利用2005-2011年独立董事的独立意见数据,通过对独立意见发表后1-3年内独立董事离职和获得新职的观测以及离职独立董事与其继任者在独立性和声誉水平两个方面的比较,对独立董事的"逆淘汰"进行了实证检验。研究发现,在被独立董事提出质疑的上市公司群体中,"逆淘汰"效应非常严重,尽职独立董事离职概率显著较高,并且其继任者的独立性和声誉水平均较低。独立董事人力资本市场对这种局部上市公司的"逆淘汰"效应并未给予纠正,反而在更大范围内加剧了"逆淘汰",尽职独立董事随后获得其他公司独立董事的职位数显著低于未尽职独立董事,这也说明独立董事市场缺乏有效的声誉奖惩机制。另外,绝大多数尽职独立董事的离职发生在最长任期未满的董事会换届之时,这表明独立董事任免权被实际控制人掌握的制度设计缺陷是导致独立董事"逆淘汰"的根源。

In this paper, we do an empirical test about the ＂reverse elimination＂ of independent directors by independent opinions of independent directors within 2005-2011 and by the change of other occupations held by independent directors from 1 to 3 years. The study found that the phenomenon of ＂reverse elimination＂ is very significant in the group of listed companies which was questioned by independent directors, and the turnover probability of due diligence independent directors is higher and their successors＇ independence and reputation are lower. The human capital market of independent directors do not correct the ＂reverse elimination＂ happened in partial listed companies but continue and enlarge the ＂reverse elimination＂ further in total A share market. The independent director positions of other companies obtained by due diligence independent directors subsequently are significantly lower than that of not due diligence independent directors, which shows that the Chinese independent directors human resource market is lack of effective mechanisms of the incentive of reputation. In addition, the root cause of ＂reverse elimination＂ of independent directors is undoubtedly the defect in system design of independent directors that the appointment and removal of independent directors is grasped by the actual controller of listed companies.