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Essays on Say-on-Pay: theoretical analysis, literature review and empirical evidence from Germany
(2019)
The dissertation contains four journal articles together with a framework manuscript. The overall subject is the so-called Say-on-Pay (SOP) vote. SOP is a law that enables shareholders to vote on the appropriateness of executive compensation during the firms’ annual general meeting. The dissertation investigates SOP votes from different angles. While the framework provides a background for the relevance of the work, outlines existing research gaps, covers an in-depth discussion and concludes relevant research questions, the four articles present the essence of the dissertation. The first article is a theoretical paper on the recent advances of behavioural agency theory. It serves as a theoretical foundation for the empirical work of the dissertation. Although principal-agent theory has gained a prominent place in research, its negative image of self-serving managers is frequently criticized. Consequently, scholars advocate the utilization of positive management theories, such as stewardship theory. This paper reviews the literature of both theoretical concepts and describes how behavioural characteristics allow for a mutually beneficial symbiosis of the two theories. The second article establishes the foundation of the scholarly knowledge in the field by systematically reviewing the empirical literature. The review covers 71 empirical articles published between January 1995 and September 2017. The studies are reviewed within an empirical research framework that separates the reasons for shareholder activism and SOP voting dissent as input factor on the one hand and the consequences of shareholder pressure as output factor on the other. The implications are analysed, and new directions for further research are discussed by proposing 19 different research questions. Building on the research gaps defined in the literature review, the third article is an empirical manuscript. In this paper, a hand-selected sample of 1,676 annual general meetings with 268 management-sponsored SOP votes in 164 different companies between 2010 and 2015 in Germany is analysed. The analysis focused on the structure, rather than the level, of executive compensation by applying a sample-selection model and panel data regression. Finally, the fourth paper investigates the rare setting of voluntary SOP votes. Using 1,841 annual general meetings of listed firms in Germany between 2010 and 2016, the effects of financial and non-financial (sustainable) performance on SOP voting likelihood and voting results are tested.
This dissertation analyses external appointees and successions on boards and consists of three papers which are all empirical in nature. It provides insights into the present literature from a meta-perspective, enlarges the understanding of external successions to German executive bank boards and extends the rare number of studies on the internal supervisory bodies of bank institutions. The first paper highlights the existing literature: conducting a literature search process, the paper aggregates 102 empirical results from 28 journal articles and working papers published between 1990 and 2017. The meta-analysis focuses on how researchers address the build-in issue that outsiders are not randomly assigned to firms. The results reveal that the relationship of outside successions and performance varies significantly with the methodological characteristics of the original studies. The following two papers concentrate on successions in banking institutions. More specifically, the second study examines the appointments of executive directors external to the bank and the consequences of that appointment on bank performance. The study addresses in particular alternative explanations, i.e. outside selection and/or joint endogeneity, while examining external executive appointments and their consequences on bank performance. The second empirical paper lend significant support to the view that some outsiders are better predisposed to helping the bank turn around poor performance and that the selected proxies of managerial ability, which are based on the historical return on assets and risk-return efficiency measured at outsiders' former banks, are able to identify such good outsiders. Finally, the third paper considers the link between the executive and the supervisory board. The study points to the conclusion that newly appointed executives to the supervisory board differ from their non-appointed counterparts with a particular set of experiences. The study provides evidence for the view that the pre-appointment financial situation, measured by several proxies of bank risk and performance, has significant influence on the decision to appoint such an experienced member to the supervisory board. This dissertation is framed by an introduction and concluding chapter where the author reflects on the research questions of her empirical studies, summarizes the results and identifies some possibilities for future research.