独立董事的执业身份与关联交易中的私有信息

Practicing Identity of Independent Directors and Private Information in Related Party Transactions

本文揭示独立董事的特定执业身份有助于其发现关联交易的私有信息,以2004-2015年沪深两市A股上市公司为样本,按照是否具有国家法定职业资格以及相关执业经验定义执业型独立董事,检验其对关联交易中私有信息的监督作用。研究结果显示,聘请执业型独立董事的上市公司在关联交易中私有信息较少,而股权制衡水平的提高,会降低执业型独立董事的监督作用,高质量的外部审计会增强这一监督作用。研究结论证明了具有特定执业身份独立董事的积极监督作用,为推动独立董事规范化提供了理论支持。

This paper reveals that the practicing identity of independent directors is helpful to reduce the private information in related party transactions. Major related party transactions of listed companies need to be approved by independent directors before they are submitted to the board of directors for discussion. Independent directors also need to express independent opinions on related party transactions. Therefore, whether and how independent directors play a role in the governance of related party transactions has always been the focus of attention for both academics and practitioners. Taking A share listed companies from 2004 to 2015 as samples, the practicing independent directors were defined according to the fact that they have both national statutory professional qualifications and practicing experience in the profession they were certified. We use qualitative analysis method to analyze the announcement of related party transactions of listed companies, in order to extract the public information of related party transactions, and then use its regression residual with the actual scale of related party transactions as the proxy variable of private information of related party transactions. The result shows that the listed companies which hired practicing independent directors have less private information in related party transactions. The existence of other large shareholders will reduce the supervision effect of the practicing independent directors, which means controlling shareholders tend to seek cooperation with other major shareholders, and the increase of the proportion of other major shareholders will increase their opportunistic behavior in related party transactions. Therefore, both sides will acquiesce in related party transactions involving each other, or even cover up private information. However, the high-quality external audit will enhance the supervision effect of the practicing independent directors, because they can produce higher quality audit information for independent directors. The conclusion of the study proved the positive role of the practicing experience of independent director, and provides theoretical support for the promotion of the professionalization of independent directors.