连锁董事具有实质独立性吗?——基于投资者市场反应的视角

Are Interlocking Directorates Independent in Substance?——In the Perspective of Market Reaction of Investors

本文对董事网络化的趋势下的董事独立性进行了研究,本文认为连锁董事存在着联结社会资本与实质独立性受损的冲突,并从投资者的视角验证连锁董事任职是否会造成独立性损害。检验发现董事在兼任其他上市公司董事时,已任职公司的市场反应为负,且已任职公司连锁董事数量越多,负向反应越显著。这种独立性受损的效应还存在异质性,在内部董事、同行业公司、国有公司和非两职合一的情景下,负向市场反应更显著。进一步地,本文还采用双重差分法对中组部2013年18号文进行研究,发现独立董事兼任造成的独立性损害显著削弱,但依然存在。本文所提出的董事实质独立这一理论解释为借鉴社会学理论的董事职能研究、政治关联、以及传统董事职能提供了一个统一的解释基础。

The paper examines whether the independence is impaired through the perspective of investors＇ market reaction. The findings as follow： when a director takes office on another company, the market reaction of the former company is negative. The more of board interlocks, the more significance in negative effect. Compared with inside directors, this relationship is more significant in the groups of independent directors of same industry compared with different industry, of state-owned compared with non-state-owned, of non-dual compared with dual. Furthermore, this paper also uses the DID method to find out that after the release of the No. 18 Document of the Central Organization Department in 2013, the damage on independence has been significantly weakened, but it still exists. It may imply that investors believe that the substantive independence of board interlocks was compromised when they were concurrently employed, and was mainly caused by independent directors with political connections. The explanation proposed in this paper may provide a unified basis for supporters of sociology, political connections and traditional corporate governance researchers.