CEO Pay and Corporate Governance in the U.S.: Perceptions, Facts, and Challenges

2013 ◽  
Vol 25 (2) ◽  
pp. 8-25 ◽  
Author(s):  
Steven N. Kaplan
Keyword(s):  
Corporate Governance ◽  
Ceo Pay ◽  
The U.S

CORPORATE GOVERNANCE IN THE 19TH CENTURY: EVIDENCE FROM THE CHESAPEAKE AND OHIO CANAL COMPANY

2009 ◽  
Vol 36 (2) ◽  
pp. 113-137 ◽  
Author(s):  
Robert W. Russ ◽  
Gary John Previts ◽  
Edward N. Coffman
Keyword(s):  
Corporate Governance ◽  
19Th Century ◽  
Annual Report ◽  
Governance Structure ◽  
Review Committee ◽  
Corporate Governance Structure ◽  
Theoretical Structure ◽  
The 19Th Century ◽  
The U.S

Presenting evidence from a 19th century corporation, the Chesapeake and Ohio Canal Company (C&O), the paper shows that issues of corporate governance have existed since the first corporations were established in the U.S. The C&O used a stockholder review committee to review the annual report of the president and directors. The paper shows how the C&O stockholders used this committee to supplement the corporate governance structure. The corporate governance structure of the C&O is also viewed from a theoretical structure as espoused by Hart [1995].

scholarly journals Corporate Governance of Artificial Intelligence in the Public Interest

Information ◽  
2021 ◽  
Vol 12 (7) ◽  
pp. 275
Author(s):  
Peter Cihon ◽  
Jonas Schuett ◽  
Seth D. Baum
Keyword(s):  
Artificial Intelligence ◽  
Corporate Governance ◽  
Law Enforcement ◽  
Nonprofit Organizations ◽  
Public Interest ◽  
Department Of Defense ◽  
The Public ◽  
Wide Range ◽  
The Media ◽  
The U.S

Corporations play a major role in artificial intelligence (AI) research, development, and deployment, with profound consequences for society. This paper surveys opportunities to improve how corporations govern their AI activities so as to better advance the public interest. The paper focuses on the roles of and opportunities for a wide range of actors inside the corporation—managers, workers, and investors—and outside the corporation—corporate partners and competitors, industry consortia, nonprofit organizations, the public, the media, and governments. Whereas prior work on multistakeholder AI governance has proposed dedicated institutions to bring together diverse actors and stakeholders, this paper explores the opportunities they have even in the absence of dedicated multistakeholder institutions. The paper illustrates these opportunities with many cases, including the participation of Google in the U.S. Department of Defense Project Maven; the publication of potentially harmful AI research by OpenAI, with input from the Partnership on AI; and the sale of facial recognition technology to law enforcement by corporations including Amazon, IBM, and Microsoft. These and other cases demonstrate the wide range of mechanisms to advance AI corporate governance in the public interest, especially when diverse actors work together.

scholarly journals Creditor-Focused Corporate Governance: Evidence from Mergers and Acquisitions in Japan

2011 ◽  
Vol 46 (4) ◽  
pp. 1051-1072 ◽  
Author(s):  
Vikas Mehrotra ◽  
Dimitri van Schaik ◽  
Jaap Spronk ◽  
Onno Steenbeek
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Dominant Role ◽  
Sharp Contrast ◽  
Distinctive Features ◽  
Target Firms ◽  
The World ◽  
Main Bank ◽  
The U.S

AbstractMergers in Japan have the dubious distinction of not creating wealth for shareholders of target firms, in sharp contrast to what occurs in much of the rest of the world. Using a sample of 91 mergers from 1982 through 2003 we document several distinctive features of the merger market in Japan: Mergers tend to be countercyclical and appear to be driven chiefly by creditor concerns. In particular, where the merging firms share a common main bank, we find that merger gains are lower. Overall, our results point to a market that is distinctly less shareholder focused than that in the U.S., and a market where creditors play an important, perhaps dominant, role in corporate governance.

Pay-performance sensitivity and corporate governance mechanisms: evidence from Tunisia

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Meriem Ghrab ◽  
Marjène Gana ◽  
Mejda Dakhlaoui
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Pay For Performance ◽  
Simultaneous Equation ◽  
Executive Pay ◽  
Estimation Model ◽  
Content Type ◽  
Explanatory Variables ◽  
Performance Sensitivity ◽  
Ceo Pay

Purpose The purpose of this study is to analyze the CEO compensation sensitivity to firm performance, termed as the pay-for-performance sensitivity (PPS) in the Tunisian context and to test the robustness of this relationship when corporate governance (CG) mechanisms are considered. Design/methodology/approach The consideration of past executive pay as one of the explanatory variables makes this estimation model a dynamic one. Furthermore, to avoid the problem of endogeneity, this study uses the system-GMM estimator developed by Blundell and Bond (1998). For robustness check, this study aims to use a simultaneous equation approach (three-stage least squares [3SLS]) to estimate the link between performance and CEO pay with a set of CG mechanisms to control for possible simultaneous interdependencies. Findings Using a sample of 336 firm-years from Tunisia over the 2009–2015 periods, this study finds strong evidence that the pay-performance relationship is insignificant and negative, and it becomes more negative or remains insignificant after introducing CG mechanisms consistently with the managerial power approach. The findings are robust to the use of alternative performance measures. This study provides new empirical evidence that CEOs of Tunisian firms abuse extracting rents independently of firm performance. Originality/value This study contributes to the unexamined research on PPS in a frontier market. This study also shows the ineffectiveness of the Tunisian CG structure and thus recommends for the legislator to impose a mandatory CG guide.

Compensation Disclosures and Corporate Governance through Shareholder Voting

2019 ◽  
Vol 32 (3) ◽  
pp. 27-48 ◽  
Author(s):  
Brian Cadman ◽  
Richard Carrizosa ◽  
Xiaoxia Peng
Keyword(s):  
Corporate Governance ◽  
Fair Value ◽  
Data Availability ◽  
Shareholder Voting ◽  
Compensation Committee ◽  
The Public ◽  
Equity Compensation ◽  
Ceo Pay ◽  
Jel Classifications

ABSTRACT There are several measures of equity compensation that may provide shareholders with distinct and useful information for evaluating CEO pay. We examine whether shareholders consider additional disclosures of equity compensation measures beyond the grant date fair value when participating in corporate governance. We find that CEO equity compensation expense, a distinct measure of equity compensation, is a determinant of shareholder voting for management sponsored equity plans and voting for directors that serve on the compensation committee. After controlling for ISS recommendations, we find that voting outcomes remain significantly related to abnormal equity compensation expense. Consistent with shareholders considering the equity compensation expense, we document that firms shorten equity compensation vesting periods when they are no longer required to disclose the equity compensation expense. Our findings suggest that shareholders rely on multiple, distinct measures of equity compensation when participating in corporate governance. JEL Classifications: M12; M52; G34. Data Availability: Data are available from the public sources cited in the text.

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