董事选拔的多重决定因素:国际经验与中国路径

Multi-Level Determinants of Director Selection:International Experiences and Chinese Path

董事会构成在很大程度上取决于董事选拔的过程。关于董事选拔决定因素的国际探索,囊括了个体、组织和环境三个层次因素:个体层次包括人口统计特征,专业知识、技能与经验,兼任职位,社会资本、声誉资本和个体动机;组织层次包括企业绩效,治理结构,战略和生命周期阶段;环境层次包括委任企业的外部环境,以及潜在董事市场的供给。基于中国情境下的既有探索,并结合前述国际经验,本文从四个方面提出了董事选拔决定因素的未来研究方向:考察潜在董事的个体工作动机;考察组织的生命周期与其它治理机制;挖掘中国情境下的制度指标与量化方案;构建匹配供给与需求双方、整合理性经济和社会嵌入两大视角的理论框架。

The board of directors is so powerful that it is difficult to observe, and thus attracting tons of researchers to discuss board composition extensively and deeply. The composition, behaviors and overall efficiency of board largely depend on the process of director selection （Adams, Hermalin ~ Weisbach, 2010）. Therefore, as pointed out by Finkelstein, Hambrick and Cannella （2009）, understanding the determinants of director selection has long been an important issue in the field of corporate governance. Existing studies on director selection focused on exploring how and why particular individual or individual type was appointed as director. Currently, international academic research on director selection covers multiple disciplines, including management, finance, accounting, economics, sociology and law. Each discipline studies the determinants of director selection from professional point of view, and provides a key inspiration for understanding the composition of the board of directors. Withers, Hitlman and Cannella （2012） roughly divided these determinants into the following two perspective： Rational Economic Perspective and Social Embeddedness Perspective. The former regards director selection as an effort to meet the needs of the enterprise and its shareholders for governance and resources, while the latter emphasizes the potential influence of social progress and prejudice on director selection. In China, the three principles of the board of directorshad been clarified in the Company Law which promulgated by the Qing government as early as 1908. Such law not only clarified the separation of the powers of the shareholders＇ meeting and the board of directors, but also established the mode of co-management of the board of directors. Moreover, it clarified that the board of directors worked as the center of generating other institutions. That was the first time in China to establish the core role of the board of directors in corporate governance. However, at that time, China emphasized more on the function rather than the nature of the system of board of directors, in the process of learning and the introduction such system as well as many other ones. Therefore, the principle of board of directors system has not been absorbed, and then precipitated into the general knowledge of China^s legal system, resulting in China＇s current legal rules of the board of directors which has not yet clearly adhere to the board of directors of the foregoing three principles. On the aspect of director selection, there are two problems contrary to the three principles. Firstly, due to the state- owned or family enterprises holds the company＇s main shares, shareholders, especially the controlling shareholder, over- controlled of the nomination or election of the board of directors, and in turn the board independence is difficult to be guaranteed. Secondly, although directors seem to be elected, actually, the internal system is dispatching, and there is no clear rules against the mode of allocating seats, which lead the common pattern of the board of directors to become formalistic. Obviously, China＇s board of directors system still needs improvement, and the most important thing is to improve the system of director selection. The perfection of China＇s director selection system should base on a comprehensive and thorough understanding of its determinants. On basis of Withers, Hillman and Cannella＇s （2012） review on the determinants of director selection from multi-disciplines, this paper settles down to sort out the multi-level determinants of director selection, and review the shortcomings of existing studies and future directions. Specifically, international studies have found that the determinants of director selection cover three levels such as individual, organizational and environmental ones. Individual determinants including biography, special knowledge, skills and experiences, affiliated positions, social and prestigious capital, and personal motivation. Additionally, organizational determinants includes firm performance, governance structure, strategies, and life cycle stage. Moreover, environmental determinants includes appointed firms＇ outside environment and potential directors＇ supply market. Combining existing exploration in Chinese context and international studies on determinants of director selection, this paper proposes future research directions from four aspects： firstly, to investigate job motivations of potential directors; secondly, to explore organizational life circle and other governance mechanism; thirdly, to explore institutional indices and measurement in Chinese context; and lastly, to build a theoretical framework, which could match both supply and demand sides, and integrate both rational economic and social embeddedness perspectives.