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Three Essays on Executive Compensation - KOPS - Universität ...

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Profit Sharing with <strong>Executive</strong>s<br />

protecti<strong>on</strong> from being removed, or the c<strong>on</strong>sequences of removal, and thus limit the<br />

power of shareholders 38 . These include staggered boards, limits to shareholder bylaw<br />

amendments, supermajority requirements for mergers and charter amendments,<br />

pois<strong>on</strong> bills, and golden parachutes 39 . The E-index measures the level of managerial<br />

entrenchment <strong>on</strong> a scale from zero to six by counting the number of provisi<strong>on</strong>s in<br />

place. We merge our data with firm-level data <strong>on</strong> the E-index which is provided <strong>on</strong><br />

Bebchuk’s website 40 .<br />

Sec<strong>on</strong>d, we follow Bebchuk et al. (2011) and proxy managerial power by a measure<br />

of CEO power. We calculate Bebchuk et al.’s (2011) ”CEO Pay Slice” (CPS) as<br />

the fracti<strong>on</strong> of top-five executive cash compensati<strong>on</strong> captured by the CEO. Bebchuk<br />

et al. (2011) c<strong>on</strong>clude that a high CPS indicates agency problems and managerial<br />

rent extracti<strong>on</strong>, which has a negative impact <strong>on</strong> performance and firm value. As a<br />

robustness check, we also follow Frydman and Saks (2010) and calculate as another<br />

measure of CEO power the ratio of CEO cash compensati<strong>on</strong> to the average cash<br />

compensati<strong>on</strong> of the other four members in the top management team. We do not<br />

report results for this measure because they are very similar to the <strong>on</strong>es reported<br />

for the CPS measure.<br />

Table 3.7 shows descriptive statistics for the E-index and the CPS for different<br />

industries and years. On average, the E-index is 2.4 over all years and also in every<br />

year 2005-2009. There is some variati<strong>on</strong> in average index levels across industries.<br />

With 2.9 the E-index is highest for firms in the Chemical, Basic Resources and<br />

Automobile sectors. With an average of 1.9, managerial entrenchment measured by<br />

this index is lowest in the Media and Telecommunicati<strong>on</strong>s sectors. The right part of<br />

38 The E-index is based <strong>on</strong> six out of 24 provisi<strong>on</strong>s m<strong>on</strong>itored by the Investor Resp<strong>on</strong>sibility<br />

Research Center (IRRC). Bebchuk et al. (2009) choose this subset of IRRC provisi<strong>on</strong>s based <strong>on</strong><br />

observed shareholder oppositi<strong>on</strong> and activism against them. They use the fact that shareholders<br />

focus their oppositi<strong>on</strong> <strong>on</strong> these provisi<strong>on</strong>s and not <strong>on</strong> others to argue that this subset is potentially<br />

significant for the shareholders’ view <strong>on</strong> corporate governance.<br />

39 Bebchuk et al. (2009) discuss these provisi<strong>on</strong>s extensively. Very briefly, in firms with staggered<br />

boards, shareholders cannot replace a majority of the directors in any given year, because<br />

directors are divided into (typically three) separate classes with overlapping terms and with <strong>on</strong>ly<br />

<strong>on</strong>e class coming up for reelecti<strong>on</strong> each year. Limits to bylaw amendments typically come in the<br />

form of supermajority requirements making it difficult for shareholders to remove provisi<strong>on</strong>s that<br />

managers placed in the bylaws. Supermajority requirements for mergers and charter amendments<br />

are another set of defense against takeover threats, because they might discourage a hostile buyer<br />

from acquiring a c<strong>on</strong>trol block. Poiss<strong>on</strong> pills effectively preclude a hostile buyer from acquiring<br />

shares without the board of directors’ approval. Golden parachutes provide top executives with<br />

m<strong>on</strong>etary benefits in case they lose their jobs due to a change in c<strong>on</strong>trol.<br />

40 http://www.law.harvard.edu/faculty/bebchuk/data.shtml<br />

138

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