Globalization of Corporate Governance: A European Perspective TROND RANDØY & JOCHEN JUNGEILGES AGDER UNIVERSITY COLLEGE, NORWAY LARS OXELHEIM LUND UNIVERSITY, SWEDEN Presented at Fudan University May 13, 2006 1 Introduction Research issue: Does American influence in large public European firms affect their corporate governance? Does American influence in top European firms affect dismissal risk? Background: Global increase in CEO pay Global focus on corporate governance Globalization and firm performance 2 Motivation Access to global financing essential for growing countries. Globalization of capital affects firms: 30-35% of all shares in Scandinavia Upgrading (even harmonization) of national corporate governance systems (OECD, 1999) Investors are willing to pay a premium for wellgoverned firms (McKinsey, 2000) Do some of the gains of American (institutional ownership) corporate governance come at the cost of other stakeholders – such as higher dismissal risk? 3 CEO succession model Controls; -firm size -firm industry -observation year -country -CEO age -CEO tenure) Dismissal model; change of being dismissed nonvoluntarily Performance American influence -Corporate control -Corporate monitoring (listing) 4 Hypotheses: cross-listing HYPOTHESIS 1: THERE IS A POSITIVE RELATIONSHIP BETWEEN AMERICAN EXCHANGE LISTING AND PERFORMANCE CONTINGENT DISMISSAL RISK. Agency theory: higher rewards & higher risks Increased monitoring by auditors/regulators Might not be necessary with large European owners? Change of corporate culture – English as corporate language Signaling Compliance with information needs of US based investors 5 Hypotheses: board membership HYPOTHESIS 2: THERE IS A POSITIVE RELATIONSHIP BETWEEN AMERICAN BOARD MEMBERSHIP AND PERFORMANCE CONTINGENT DISMISSAL RISK Agency theory: higher rewards & higher risks Strengthening of incentive-based systems Change of corporate culture – English as corporate language Affect the behavior of the board Signaling Increased trust among US based investors 6 Population: succession events 270 succession events in top 250 European public firms between 2000-2004 Data collected by Booz, Allen & Hamilton, and additional variables supplemented by us (15% non-response) 7 Country and industry data from succession events 8 Descriptive statistics: CEO age & tenure, cross-listing and American board membership 67% of succession event from firms with American cross-listing 18% of succession event from firms with American board membership 9 Industry performance and dismissal Voluntary dismissals Forced dismissals 10 Bivariate tests: Spearman’s Rank Corr. & Cramer’s V 11 Methodology: Binary response model: Logit Estimation procedure: Max Likelihood MacFadden’s R2 or Pseudo R2 12 CEO dismissal risk: multivariate models * p<.05 (two-tailed) ** p<.01 (two-tailed) *** p<.001 (two-tailed) 13 Main findings American cross-listing does not increase performance contingent dismissal risk in European firms American board membership increase performance contingent dismissal risk in European firms Does not alter dismissal behavior – too weak of a mechanism Corporate governance of boards is affected by nationality of board members – affects behavior Limitations & weaknesses effects – are European firms with American influence different than other firms We still don’t know if there are to few or too many dismissals Confounding 14
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