独立董事返聘与公司违规:“学习效应”抑或“关系效应”?

Rehired Independent Directors and Corporate Misconduct:Learning Effect or Relationship Effect?

本文关注独立董事任期届满后离任、但经过一段"冷却期"后再次被原上市公司返聘的现象("独立董事返聘")。本文以2003—2016年沪深两市A股上市公司为样本,研究了独立董事返聘对公司违规的影响究竟是基于"学习效应"的抑制效果还是基于"关系效应"的助长效果。研究发现:(1)对独立董事返聘的公司而言,相对于冷却期,返聘期的公司违规显著更少(纵向对比);(2)返聘的独立董事首任期间,公司违规要显著低于冷却期(纵向对比);(3)相较无独立董事返聘、返聘人数更少的公司,返聘人数更多的公司违规显著更少(横向对比)。研究发现支持了"学习效应"假说,即独立董事返聘抑制了公司违规,并非是规避任期规定的手段。

In August 2001,the China Securities Regulatory Commission statutorily required that the longest tenure of each independent director of a Chinese listed firm must be less than six years.Due to this limitation,a number of independent directors left after their term expired.However,they can be rehired by their former firm after a cooling-off period.Scholars and practitioners have expressed concern about the economic consequences of independent directors.Nevertheless,whether rehired independent directors improve corporate governance is a pending question.Rehired independent directors are those who leave a firm at the end of their second term(i.e.,the sixth year)but are then rehired as independent directors by the same firm after a cooling-off period.Given the non-scarcity of independent directors in China,why some Chinese listed firms rehire former independent directors is an open question.On the one hand,the learning effect suggests that rehired independent directors are different from other independent directors because they have accumulated knowledge and potentially formed relationships,allowing them access to internal information.Thus,rehired independent directors can better perform supervisory and consultative roles.On the other hand,the relationship effect suggests that the close relationship between a rehired independent director and the firm may impair the independence of the director.We assess a sample of Chinese listed firms from the 2003-2016 period to examine the effect of rehired independent directors on corporate misconduct,and then distinguish the learning effect from the relationship effect.First,the findings show that for firms with rehired independent directors,the number of reported corporate misconduct issues is significantly lower in the rehired period than that in the cooling-off period(vertical comparison).Second,compared with the cooling-off period,the number of instances of corporate misconduct is significantly lower in the first-term period(vertical comparison).Third,the number of corporate misconduct issues is significant lower in firms with more rehired independent directors than in firms with no or fewer rehired independent directors(horizontal comparison).These results suggest that the presence of rehired independent directors mitigates corporate misconduct,validating the learning effect,and it is unlikely that firms rehire independent directors to circumvent regulations.These conclusions stand after a variety of sensitivity tests and correction of the endogeneity effect.The present study makes several contributions to the existing literature.First,given the inconsistent results of previous studies,we focus on rehired independent directors to examine the influence of rehired independent directors on corporate misconduct,supplementing the literature on the relationship between independent directors and corporate governance.In addition,we vertically compare the number of corporate misconduct issues during the first-hired period,the cooling-off period,and the rehired period to mitigate the endogeneity problem(i.e.,the selection of independent directors may be influenced by corporate governance structure,corporate performance,and other factors).Second,existing studies do not examine why independent directors are rehired or the economic consequences of rehiring.This paper fills this gap in the literature.Third,we attempt to determine whether former independent directors should be rehired after a cooling-off period.Previous studies find that it is appropriate to extend an independent director’s tenure,but do not mention the specific service term.We find that rehired independent directors play a more important role in improving corporate governance than other independent directors.This study has several practical implications.First,we explore the economic consequences and motivations of rehired independent directors,thereby contributing to the improvement of the independent director system.The findings will also help governments to better monitor independent directors.Second,the results will help investors to understand the phenomenon of"rehired independent director".The conclusions provide empirical guidance for the selection of future independent directors by Chinese listed firms and document a practical approach to mitigating corporate misconduct.