交易所问询函监管会影响高管薪酬业绩敏感性吗

Do Stock Exchanges Comment Letters Affect Executive Pay-for-Performance Sensitivity?

近年来,业绩型薪酬契约的弊端日益引起了监管层和学者的关注,本文考察的是创新型监管——证券交易所问询函监管对高管薪酬业绩敏感性的影响。基于2014—2017年上交所和深交所薪酬问询函数据,研究发现,公司收到薪酬问询函后,高管的薪酬业绩敏感性显著降低;上述结果主要存在于市场机制发达的地区和非家族企业。进一步研究发现,问询函监管使得企业可能更多地采取代理权变更的方式对高管进行激励约束,具体表现为高管变更业绩敏感性的提高,从而对高管薪酬机制产生替代作用。上述研究表明,问询函监管机制对高管薪酬激励机制存在替代作用,薪酬问询函能够明显降低公司治理实践中对高管显性薪酬契约的需求,成为约束高管行为、降低代理成本的另一途径。本文研究补充了问询函监管经济后果的相关研究,也为公司治理外部监督机制与内部激励机制两者间的相互关系提供了新的经验证据。

In recent years,under the institutional background that public enforcement in the Chinese capital market has gradually transformed,and the drawbacks of performance-based compensation contracts have increasingly revealed,the effectiveness of stock exchange comment letters has attracted extensive attention of regulators and scholars.In modern enterprises organizations,the separation of control rights and management rights gives rise to the agency problems between shareholders and managers.Performance-based compensation contracts become an important mechanism to alleviate agency conflicts.Through the binding effect of compensation contracts,managers are motivated to pursue their own interest maximization while realizing the maximization of company value as well as shareholders’wealth.Thus,pay-for-performance sensitivity(PPS)becomes a measure of the effectiveness of compensation contracts.However,the question is,does a strong PPS really mean a better incentive for managers?Could it also have unintended negative consequences?Therefore,we study the substitution effect of stock exchanges comment letters supervision mechanism on performance-based compensation contracts.On the one hand,the stock exchange comment letters not only have strong supervision and deterrent effects,but also may be used by shareholders and board of directors as a negative signal indicating the possibility of managers’noncompliance behaviors or the existence of severe operation problems in the company.In this paper,it is expected that the company will explicitly or implicitly use this negative signal to evaluate the work of senior executives,thus less relying on the accounting numbers.That is to say,the supervision mechanism of comment letters may reduce the PPS.On the other hand,since the board of directors have internal information about the senior executives’behaviors,the comment letters may not provide incremental information for the board of directors to evaluate the performance of senior executives.In this case,the comment letters may not have a significant impact on the PPS.Therefore,whether there is a substitution effect of comment letters on the PPS is still an empirical issue needs to be verified.Based on the data of comment letters from 2014 to 2017,this study finds that the pay-for-performance sensitive of top management has significantly decreased after companies received the executive-related comment letters,and the substitution effect mainly exists in regions with developed market mechanism and non-family firms.The executive-related comment letters make enterprises more likely to take the way of CEO turnover to stimulate and restrain senior executives.The above research indicates that comment letters supervision has a substitution effect on compensation contract.Comment letters supervision can reduce the demand and reliance on compensation contract in corporate governance practice,and become another way to restrain top management behavior and reduce agency cost.Collectively,our contributions are as follows and might be of interest to both academic researchers and policy makers.Firstly,our study enriches the literature on the economic consequences of stock exchange comment letters.Secondly,our study contributes to the growing literature on the determinants of the executive pay-for-performance sensitivity.Thirdly,our study provides new empirical evidence for the relationship between external supervision mechanism and internal incentive mechanism in corporate governance.Since compensation contracts are mostly imperfect contracts in practice,excessive use of a single governance mechanism often leads to new agency problems and cannot effectively increase the value of the company.Only by rational arrangement and comprehensive use of different governance mechanisms can the agency cost be minimized and the net benefits of corporate governance be maximized.Besides,our study also finds that receiving the stock exchange comment letters make the listed companies more likely to change their present CEOs,which might promote the China’s professional manager market.If the stock exchange comment letters supervision can directly affect the future careers of senior executives,this will make the comment letters become a stricter restraint than the compensation contract for the senior executives in Chinese listed companies.