CEO不担任董事是好的董事会结构吗?

Is Non-Director CEO a Good Board Structure?

本文以1999—2016年A股上市公司为研究对象,探讨了CEO不担任董事这一董事会结构对企业绩效的影响。结果表明,当CEO不担任董事时,企业绩效较差,这一结论在一系列稳健性检验和内生性处理后,依然保持不变。进一步研究发现,在企业经营风险较大、CEO更需要与董事会进行沟通交流时,以及在CEO来自外部聘用、与董事会进行信息交流更加依赖正式制度的情况下,上述效应更强。这说明,CEO不担任董事的董事会结构降低了CEO与董事会之间的信息沟通,进而降低了经营绩效。最后,本文研究发现,非董事CEO在薪酬—业绩敏感性以及管理费用率上与董事CEO没有显著差异,排除了CEO不担任董事的董事会结构降低了其董事会监督功能从而导致较差业绩的解释。这一系列结果表明,当CEO不担任董事时,会弱化CEO与董事会的信息沟通,降低企业决策以及执行的质量,最终降低企业的经营绩效。本文的结论不仅丰富了董事会治理有效性、CEO权力等相关领域的研究,同时,也对董事会治理实践具有一定的参考价值。

How to maximize the monitor and advisory role of the corporate board through reasonable board structure arrangements has been the focus of research.To weaken the influence of CEOs on corporate board,reducing the formal status of CEOs in the corporate board has become consensus.Different from the existing research which focus on whether a firm should have a CEO and chairman duality board structure and its economic consequences,this paper uses a sample of 1999-2016 A-share listed companies in Shanghai and Shenzhen stock markets,and studies the impact of a typical board structure that CEO is not a director on firm performance.Theoretically,there are two different views on the effect of non-director CEO board structure on firm performance.On the one hand,according to the monitor role of corporate board,the non-director CEO board structure legally reduces the power of CEOs and its influence on the board of directors,which prevents CEOs from controlling the board and helps the board exercise monitoring to reduce agency conflicts between CEOs and shareholders.On the other hand,according to the monitor role of corporate board,this board structure also has a negative impact on firm performance.Because CEOs cannot appear on the board room and cannot fully communicate and discuss with the directors during major decisions and daily business,which reduces the efficiency of communication between CEOs and corporate board,and thereby weakens the advisory role of the board and the resulting worse performance.Therefore,how the non-director CEO s board arrangement affects corporate performance is an empirical issue.The results show that when the firms with a non-director CEO,performance is poorer.This result is robust to alternative measure of firm performance,different samples,and endogeneity issues,such as self-selection bias and sample selection bias.Further tests show that this effect is stronger when firms with higher risk(more information exchange need between the CEO and the board of directors),and when CEOs are externally hired(the information exchange between CEOs and corporate board is more dependent on the formal system),suggesting that the non-director CEO board structure reduces the communication between CEOs and corporate board,and thereby weaken the advisory role of corporate board and the resulting worse performance.In addition,the results also show that non-director CEOs are not significantly different from director CEOs in terms of pay-performance sensitivities and management expense ratios,which excludes the interpretation that the non-director CEO board structure deteriorates the monitoring role of board.This paper contributes to the literature on board structure and CEO,and has significant implications of CEO appointment.This paper contributes to the literature in several ways.First,this paper enriches the research of board structure.Different from the literature,this paper further distinguishes two types of board structure,whether a CEO is a director or not,and tests the impact of non-director board structure on firm performance.Second,this paper enriches the research of CEO power.Most studies have shown that a strong CEO has a negative impact on the business,but less attention is paid to studies the effect of excessively restricting CEO power on firm performance.Different from the previous literature,this paper shows that excessively restricting the power of CEOs will reduce the flow of information between CEOs and directors,which weakens the advisory role of corporate board and thus,reduces firm performance.This negative impact of non-director board structure on corporate provides new insights for the rational allocation of CEO power.Third,the conclusions of this paper indicate that information exchange between CEOs and corporate board is crucial for a firm.While limiting the power of CEOs,it is necessary to strengthen the information exchange between CEOs and corporate board to ensure the advisory role of the board.