公司选聘关系型独董仅是任人唯亲吗?——基于商业关系维护视角的分析

Is It only the Cronyism for Companies to Hire Related Independent Directors? An Analysis Based on Business Relationship Maintenance

在我国人情交织的商业背景下,许多公司聘请了与高管存在社会关联的独立董事,由此产生了拖累企业治理效果的担忧。然而,企业聘请这类独立董事仅仅是关系作用下任人唯亲的行为吗?文章通过收集我国上市公司独立董事与董事长或总经理的社会关系数据,以2008-2015年上市公司作为研究样本,发现较多地与商业伙伴进行关系型交易的企业更倾向于聘请关系型独董。其原因在于,社会关系带来的信任使关系型独董能够为企业保守交易过程中的商业信息,并且支持企业为稳固商业关系而做出的相关决策。这一现象在企业处于激烈的行业竞争及较差的地区商业环境时更加明显。经济后果分析表明,这类企业聘请关系型独董后进行了更多的专有资产投资,并获得了更快的销售增长。文章研究表明,企业选择关系型独董不仅仅是关系使然,很可能是企业权衡自身特质后的一种理性选择。

Under the traditional Confucian culture, the relationship plays an important role in Chinese economy and society. The studies about independent directors have paid attention to related independent directors who have social relationships with companies＇ executives. However, there are still disputes about the influence of related independent directors on corporate governance. In order to understand the role of related independent directors, it is necessary to investigate the recruiting process of related independent directors and analyze the potential influence of the social network. In China, social relationships can bring trust and support（Granovetter, 1973; Uzzi, 1997; Yang and Peng, 1999）. Consequently, from the perspective of social relationships, related independent directors can build trust with managers and bring support to companies, which is beneficial to protect firm business secrets and implement important decisions. What kind of firms need the trust and support brought by related independent directors？ In China, social connections are embedded in the business. More and more companies form cooperative relationships with their business partners to conduct relationship-based transactions with lower transaction costs. However, the maintenance of relationship-based transactions depends on the investment of specific assets（Williamson, 1983）.Due to the asset specificity, it is difficult to take back the investment once the business relationship is broken.As a result, companies need the support of the board to do the specific investment. In addition, if the important business information, such as the customer list, the commodity price and the sale quantity in relationshipbased transactions is known by their competitors（Heide and John, 1990; Lusch and Brown, 1996; Poppo and Zenger, 2002）, companies may lose their competitive advantages and fail in specific investments. Consequently, companies relying on relationship-based transactions need the support of the board and keep the business secrets. Therefore, these companies are more likely to employ related independent directors to build trust and get support. In this paper, we collect social relationships of independent directors with the CEOs or chairmen of Chinese listed companies from 2008 to 2015. Using this data, we examine whether companies employ related independent directors to maintain business relationships. Moreover, we analyze the economic consequence of hiring related independent directors. We find that companies with more relationship-based transactions prefer to hiring related independent directors. Further analyses show that this phenomenon is more significant when companies face fiercer competitions and operate under poorer business environments. Finally, companies have invested more specific assets and achieved higher sales growth after employing related independent directors. Our research contributes to the literature in several ways. First, the extant studies neglect the match between related independent directors and the characteristics of companies. From the view of business maintenance, this paper reveals that the employment of related independent directors is not just the cronyism, and it may be a rational choice. Further, our study implies that the role of related independent directors may be to protect the business secrets and support executives＇ decisions. Finally, few studies on business relationships examine how companies can adjust internal corporate governance to maintain their business relationships. Our study shows that companies can maintain their business relationships through director employment.