Posted by Eugene SAY Gui Hua, Year 4 undergrad at the School of Business, Singapore Management University
Eugene: As we ask ourselves this week whether whistleblowing works in Asia, research has found that even at a supervisory board level (equivalent to Board of Directors) in China, directors are not as ‘independent’ as they are deemed to be. The research has found that directors are more likely to dissent when the board chair (most commonly, the dual-role CEO and Chairman of the company) has left the board. There is a 27% occurrence of dissent among departing directors who are due to leave the board in their last 60-days. Also, while directors with foreign experience are more likely to dissent, it is inconclusive that academics, accountants and lawyers are significantly more active in voicing dissent. Even in a situation of dissent, findings show that they dissenting directors tend to offer mild, subjective justifications and overt criticism of the management is rare. Lastly, while current literature suggests that dissent might be reflective of diverse viewpoints, which is beneficial to the firm, it has been found that dissent is consequential to both the director and the firm. For directors, dissent significantly increases one’s likelihood of exiting the director labor market, translating to a more-than-10% estimated loss of annual income. For firms, there is an economically and statistically significant cumulative abnormal return of -0.97% around announcement of dissent.
Independent Directors’ Dissent on Boards: Evidence from Listed Companies in China
Juan Ma, Harvard Business School
Tarun Khanna, Harvard University – Strategy Unit
October 24, 2013
Harvard Business School Strategy Unit Working Paper No. 13-089
In this paper, we examine the circumstances under which so-called “independent” directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public investors. We find that when independent directors dissent, they tend to offer mild, subjective justifications. Overt criticism of the management is rare. Next, we ask when an independent director is more likely to dissent and who is more likely to dissent. Controlling for firm and board characteristics, we find that dissent is significantly correlated with breakdown of social ties between the independent director and the board chair who locates at the center of the board bureaucracy in China. Dissent is more likely to occur when the board chair who appointed the independent director has left the board. Dissent also tends to occur at the end of board “games”, defined as a 60-day window prior to departure of the board chair or departure of the independent director herself. The endgame effect is particularly strong, seeing 27% of the dissent issued at board “endgames” which represents only 4% of independent directors’ average tenure. While directors with foreign experience are more likely to dissent, we do not find that academics, accountants and lawyers are significantly more active in voicing dissent. Lastly, we show that dissent is consequential to both the director and the firm. For directors, dissent significantly increases one’s likelihood of exiting the director labor market, which translates to a more-than-10% estimated loss of annual income. For firms, we document an economically and statistically significant cumulative abnormal return of -0.97% around announcement of dissent. Although the literature has suggested that dissent might be reflective of diverse viewpoints, and perhaps beneficial in and of itself through reduction of firm variability, we do not find this offsetting beneficial effect to be strong.