行政处罚对独立董事的间接威慑效应

The Indirect Deterrent Effects of Administrative Penalties on Independent Directors

如何促使独立董事有效履职一直都是研究热点,但对于我国广泛采取的独立董事行政监管举措,鲜有研究验证其真实效力。本文以独立董事被行政处罚为契机,基于2005—2020年中国A股上市公司数据,探究了行政处罚对独立董事公司治理的间接威慑效应。研究发现,独立董事被处以行政处罚后,同行业独立董事发表异议意见的可能性及数量显著提高,且这一间接威慑效应在地区维度也存在。进一步研究表明,当同行业企业独立董事声誉质量或薪酬水平更高时,间接威慑效应更强;但是,由于独立董事对风险较为敏感,间接威慑效应不受行政处罚力度影响。此外,行政处罚并不会对同行业自身违规风险较低的企业独立董事离职产生间接威慑影响,即不会有损这类企业的人才供给,但违规风险较高的企业却不然;行政处罚有利于同行业企业短期市场表现,这从投资者角度再度验证了处罚的价值。研究证明了行政处罚是我国独立董事履职重要影响因素,这为《中华人民共和国证券法》进一步加强独立董事行政监管举措提供了了直接经验证据支持。

Independent directors have long been thought to play an essential role in reducing firms’agency problems.However,there are independent directors who do not give dissenting opinions to board meeting proposals with problems,which means independent director system cannot play an efficient supervisory function in reality.In order to rectify the condition,China has tried many methods and the most important are administrative penalties imposed by SEC and Stock Exchange.Unlike USA who do not use legal risk on independent directors too much,China has relied mainly on it to constraint them to perform duties effectively.In particular,after the new edition of Securities Law was promulgated,the legal risks of independent directors have further increased.Therefore,the risk of administrative penalties on independent directors cannot be ignored and is worthy of systematic studying.By imposing sanctions,administrative regulatory agencies not only want to penalize violators,but also want to use sanctions as a signal to warn others not to violate law again,the latter is known as indirect deterrent effects.However,there are few papers can verify indirect deterrent effects of administrative penalties on independent directors,and it is hard to tell whether penalties could help improve independent director system effectively.On the one hand,more administrative penalties on independent directors will make them feel higher legal risk.Therefore,they may actively express dissent to avoid the expected cost of punishment from becoming a reality,that is,indirect deterrent effects.On the other hand,as the literatures about contagious effects show,more punishment cases may help independent directors learn the“lazy”way of performing their duties,so administrative punishments could also make them perform duties less diligently.Therefore,it is essential to empirically test which of the above two effects is dominant in reality.Using a sample of non-financial A-share listed firms in China from 2005 to 2020,we investigate whether public enforcement can make indirect deterrent effects,by examining the relation between administrative penalties and dissenting behaviors of independent directors.Our empirical results show that the likelihood and number of independent directors’dissenting behaviors improve when there are administrative penalties on other independent directors within an industry,which verify the indirect deterrent effects of public enforcement.Besides,we also find the existence of indirect deterrent effects in the same province.In addition,further tests show that,the characteristics of independent directors in same industry can play moderating effects,i.e.indirect deterrent effects will be stronger when independent directors own higher reputation quality,or are paid more,but the severity of administrative penalties cannot play moderating effects as independent directors are very sensitive to risk.Furthermore,administrative penalties are conducive to firms’short-term market performance in the same industry,which is consistent with the logic that penalties can help improve corporate governance.Administrative penalties will also make risk firms’independent directors,who are in the same industry with punished ones,vote with feet more,but this indirect deterrent effects are not obvious in less risk firms.Our findings could make some contributions.Firstly,we contribute to the literature investigating impact factors of independent directors dissenting behaviors.Legal risk is an important factor in reality because China has been using administrative penalties to constraint independent directors’behaviors.Secondly,our results add to recent studies about indirect deterrent effects of administrative penalties.By examining how penalties change behaviors of independent directors,we find that administrative penalties can improve corporate governance,which is more direct evidence compared with other papers.It is worth mentioning that,because our research objects of indirect deterrence effects are different from other studies,our conclusion is completely opposite form them.However,the indirect deterrence effects can be identified more comprehensively with all related studies.Thirdly,as we also investigate indirect deterrent effects of administrative penalties on independent directors’turnovers,we contribute to related research.All in all,we find administrative penalty risk is an important factor influencing duties performing by Chinese independent directors,which can provide some enlightenment for related administrative supervision and firms’daily operation in reality.