控股股东涉入与高管股权激励:“监督”还是“合谋”?

Controlling Shareholders' Involvement and Equity Compensation:“Supervision” or “Collusion”?

本文基于我国上市公司"一股独大"的特殊制度背景,考察了控股股东涉入对股权激励效应的影响机制和作用效果。研究发现,控股股东在股权激励效应实现过程中既有监督作用,也存在合谋现象,这种异质性的作用效果受到控股股东涉入程度的影响,并在不同控股股东类型的企业中存在明显差异。具体而言,股权激励整体上具有激励作用,能显著提升企业绩效;相对于股权分散的公司,存在控股股东企业的激励效果更好,但控股股东涉入程度对股权激励效应具有负向调节作用;国有控股削弱了股权激励与企业绩效之间的正相关关系,但国有控股股东的涉入程度对股权激励效应并无显著影响,控股股东与管理层之间的合谋现象主要表现在民营企业中。进一步的研究发现,在控股股东涉入程度高的民营企业中,股权激励的实施加剧了大股东的掏空行为。本文还发现,授予激励力度更大、行权价格和条件更低、有效期更短的激励合约,是控股股东对管理层进行赎买,进而达成合谋的内在方式。

Equity compensation has been viewed as an important governance mechamsm whxch can alleviate a- gency problem and enhance corporate performance. Although massive effort has been directed toward characterizing the link between equity incentive and corporate performance, empirical findings still remain inconsistent. The opti- mal contracting perspective advocated that the board can design compensation contracts exclusively for the purpose of alleviating the agency problem between shareholders and managers, thereby incentivizing managers to maximize firm value for the benefit of the shareholders. Consistent with this position, prior studies have documented a positive relation between equity incentive and firm performance. Alternatively, managerial power perspective maintained that managers may control the pay-setting process and managerial power or entrenchment can allow for rent extraction via excess compensation ,which often coincides with disappointing operating and stock performance to the detriment of the firms＇ shareholders. Based on this argument, other empirical findings have identified insignificant, or even nega-tive associations. From this paper＇ s perspective, most studies to date focus on the effect of equity incentive without considering the more fundamental context factors behind it, that is the organizational environment within which firms operate. As a key variable in modern corporate, ownership structure defines the nature of principal-agent issues and the ways corporations have been governed, which has a fundamental effect on the applicability and effectiveness of corporate governance mechanism. Since equity incentive is born within specific organizational environment, the effect of equity incentive is inevitably subjected to the influence of the characteristics of ownership structure. This is particularly the case in China, where listed companies are prominently characterized by a highly con- centrated ownership of shareholders. Firstly, concentrated ownership structure may lead to conflicts between control- ling and minority shareholders. Large-block shareholders may abuse their power and try to extract a control premium at the expense of other shareholders and negatively affect the firm＇ s value. Under this circumstance, instead of di- rect supervision, the controlling shareholders have both the ability and incentive to collude with managers by offering them inefficient compensation. Hence, equity incentive may turn into a legitimate bribe tool with respect to tunne- ling. Apart from that, the majority of the listed firms are former state-owned enterprises and the government is still the largest shareholder in many of those companies. The unique owner type means state-owned enterprises are still confronted with excessive political intervention from government, which may also distort the effect of equity-based in- centive. Therefore, the involvement levels of controlling shareholders, as well as the different types of controlling shareholders may have great influence on the link between equity compensation and corporate performance. Lastly, estimating the effect of equity incentive can be problematic due to the sample selection bias. Especially in Chinese listed firms,where Securities Regulatory Commission has a very strict screening mechanism on the implementation qualification of equity incentive grant. As a consequence, firms with better operating performance may self-select granting equity incentive plans. Based on the highly concentrated ownership structure of Chinese listed companies, this paper uses propensity score matching as a main identification strategy to assess the effect of equity incentive, and investigates whether and how controlling shareholders＇ involvement and type can influence the effect of equity compensation. Results show that： Equity incentive can increase corporate performance. Compared to firms with high ownership dispersion, equi- ty compensation has more significant performance-improving effect when principals are present. The holding ratio of controlling shareholder has negative moderating effect on the relationship between equity incentive and corporate performance. The effect is also contingent upon the types of controlling ownership. Compared with private controlled enterprises, equity incentive exerts no significant effects to enterprises with dominant SOE shareholders. The negative moderating effect of controlling shareholder ownership on the effect of equity compensation is more pronounced in private controlled firms, which is not the case in state-controlled companies. Further analysis shows that the imple- mentation of equity incentive improves the tunneling behavior of controlling shareholders in the samples of private- owned enterprises with higher proportion of controlling shareholder shares. Preliminary evidence finds that granting equity compensation contracts with larger quantity, lower prices, looser conditions and shorter validity length is one of the important ways that controlling shareholders collude and share rent with managers.