Corporate Governance Indices Sanjai Bhagat and Brian Bolton sanjai.bhagat@colorado

1. Corporate Governance Indices Sanjai Bhagat and Brian Bolton sanjai.bhagat@colorado.edu

2. How is good corporate governance measured? Recent NYSE and NASDAQ corporate governance listing requirements: Board independence. See SEC ruling “NASD and NYSE Rulemaking Relating to Corporate Governance,” in http://www.sec.gov/rules/sro/34-48745.htm, and http://www.sec.gov/rules/sro/nyse/34-50625.pdf.

3. How is good corporate governance measured? Gompers Ishii, Metrick (2003): The G-Index is constructed from data compiled by the Investor Responsibility Research Center ("IRRC"). A firm's score is based on the number of shareholder rights-decreasing provisions a firm has, such as Poison pills. Golden parachutes. Supermajority rules to approve mergers. Staggered boards. Limitations of shareholders’ ability to call special meeting. The index ranges from a feasible low of 0 to a high of 24. A high G-Score is associated with weak shareholder rights, that is, poor corporate governance.

4. How is good corporate governance measured? Bebchuk, Cohen, Ferrell (2004): The E-Index is constructed from IRRC data. It uses a 6-provision subset of the G-Index. The index ranges from a feasible low of 0 to a high of 6. A high E-Score is associated with weak shareholder rights, that is, poor corporate governance.

5. How is good corporate governance measured? Brown and Caylor (2004) governance score is constructed from data compiled by Institutional Shareholder Services ("ISS"). Fifty-two firm characteristics and provisions are used to assign a score to each firm. Bylaws (poison pills, supermajority provisions, …). Board structure (independence, CEO/Chair duality, nominating committee, …). Audit committee (independence, auditor’s consulting fees, auditor rotation). Management and Director compensation (no interlocks in compensation committee, option repricing prohibited, directors receive fees in stock). Progressive practices (director term limits and mandatory retirement age). The feasible range of scores is from 0 to 52. A high governance score is associated with better corporate governance.

6. How is good corporate governance measured? The Corporate Library is a commercial vendor of corporate governance data, analysis and risk assessment tools. The benchmark score is based on over a 100 criteria: Bylaws (poison pills, supermajority provisions, …). Board structure (independence, CEO/Chair duality, nominating committee, …). Audit committee (independence, auditor’s consulting fees, auditor rotation). Management and Director compensation. Progressive practices (director term limits and mandatory retirement age). The feasible range of scores is from 0 to 100. A high governance score is associated with better corporate governance.

7. How is good corporate governance measured? Stock ownership of median board member: Can a single board characteristic be as effective a measure of corporate governance as indices that consider multiple measures of corporate charter provisions, management compensation structure, and board characteristics? Corporate boards have the power to make, or at least, ratify all important decisions including decisions about investment policy, management compensation policy, and board governance itself. It is plausible that board members with appropriate stock ownership will have the incentives to provide effective monitoring and oversight of important corporate decisions noted above; hence board ownership can be a good proxy for overall good governance.

8. How is good corporate governance measured? Stock ownership of median board member: … Furthermore, the measurement error in measuring board ownership can be less than the total measurement error in measuring a multitude of board processes, compensation structure, and charter provisions. While board characteristics, corporate charter provisions, and management compensation features do characterize a company’s governance, construction of a governance index requires that the above variables be weighted. If the weights are not consistent with the weights used by informed market participants in assessing the relation between governance and firm performance, then incorrect inferences would be made regarding the relation between governance and firm performance.

9. Gompers, Ishii and Metrick’s (2003) results: • Stock returns of firms with strong shareholder rights outperform firms with weak shareholder rights by 8.4% per annum on a risk adjusted basis. Efficient Market implications? • Their G-Index is becoming the de facto measure of governance in most industry reports and academic research papers.

10. Model Specification: 4 Equations Performance = f1(Governance, Ownership, Capital Structure, Industry Performance, Size, RDA Expenses, Board Size, Volatility, Treasury Stock) Governance = f2(Performance, Ownership, Capital Structure, RDA Expenses, Board Size, Active CEOs, Board Ownership %, Volatility) CEO Ownership = f3(Performance, Governance, Size, Leverage, RDA Expenses, Board Size, Volatility, CEO Tenure / CEO Age) Capital Structure = f4(Performance, Governance, Ownership, Size, Industry Leverage, Market-to-Book, Board Size, Volatility, Z-score)

11. Model Specification: 4 Equations If any of the right-hand side regressors are endogenously determined, OLS estimates are inconsistent. Properly specified instrumental variables (IV) estimates are consistent. • Choosing “weak instruments” can lead to problems of inference in the estimation. An instrument is “weak” if the correlation between the instrument and the endogenous variable is small. • Hahn and Hausman (2002) define weak instruments by two features. First, IV estimates are badly biased toward the OLS estimate. Second, the standard (first order) asymptotic distribution does not give an accurate framework for inference.

12. Model Specification: 4 Equations Stock and Yogo (2004) weak instruments test: First, a set of instruments is weak if the bias of the instrumental variables estimator, relative to the bias of the OLS estimator, exceeds a certain limit b. Second, the set of instruments is weak if the conventional a-level Wald test based on instrumental variables statistics has a size that could exceed a certain threshold r. Instruments based on extant literature: Governance: Director percentage ownership, Currently active CEOs on board. Performance: Treasury stock. CEO ownership: CEO tenure-to-age. Capital structure: Altman’s Z score, Graham’s marginal tax rate.

13. Governance: GIM G-Index BCF E-Index The Corporate Library Benchmark Score BC GovScore Median Director Stock Ownership CEO-Chair Separation Board Independence Performance: Return on Assets (ROA) Stock Return Tobin’s Q Ownership: CEO Ownership Primary Variables

16. ROAt+1 = f(GOVt, Zt, ut)Coefficient on GOV shown; p-values in parentheses Compare to GIM’s results

17. Combined Measures of Governance • Better governance, as measured by GIM’s G-Index and Director Ownership, is associated with better performance. • The correlation between these two governance variables is 0.005. • This suggests that combining these two measures into one composite measure of governance might be more informative than using either measure by itself. • Each year from 1998-2002, all firms are ranked from best to worst in each governance measure. These rankings are then summed to get the Composite Governance Index.

18. Economic Significance

19. Summary of Results – Part 1 • Better governance leads to better current and future operating performance: Gompers, Ishii, and Metrick G-Index. Bebchuk, Cohen and Ferrell E-Index. Stock ownership of board members. CEO-Chair separation. 2. Board independence is negatively related to operating performance. • No measure of governance is related to future Stock Returns or Tobin’s Q.  Contrary to GIM’s results. 4. Estimation method matters.  There is an endogenous relationship between Governance and Performance.

20. Part 2: Governance & CEO Turnover CEO turnover should be more likely following bad performance. Identify 1,923 CEO changes from 1992-2003. Review the press release to classify the change as “Disciplinary” or “Non-Disciplinary.”

21. Reasons for CEO Turnover

22. Multinomial Logit - Disciplinary Turnover Results

23. Multinomial Logit - Disciplinary Turnover Results with Industry Adjusted Returns

24. Summary of Results – Part 2 Given poor firm performance, the probability of disciplinary management turnover is positively correlated with stock ownership of board members, and board independence. Given poor firm performance, better governed firms (as measured by GIM and BCF indices) are less likely to discipline their CEO.

25. Policy Recommendations • Efforts to improve corporate governance should focus on stock ownership of board members – since it is positively related to both future operating performance, and to the probability of disciplinary management turnover in poorly performing firms. • Proponents of board independence should note with caution the negative relation between board independence and future operating performance. • If the purpose of board independence is to improve performance, then such efforts might be misguided. • If the purpose of board independence is to discipline management of poorly performing firms, then board independence has merit.

26. Policy Recommendations • Even though the GIM and BCF good governance indices are positively related to future performance, • policy makers and corporate boards should be cautious in their emphasis on the components of these indices since this might exacerbate the problem of entrenched management, • especially in those situations where management should be disciplined, that is, in poorly performing firms.