取締役会の改革とコーポレート・ガバナンス : 執行役員制度導入の要因分析

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タイトル別名
  • IMPACTS OF FIRM PERFORMANCE AND CORPORATE GOVERNANCE ON BOARD REFORMS : THE DETERMINANTS OF INTRODUCING EXECUTIVE OFFICER SYSTEM
  • トリシマリヤクカイ ノ カイカク ト コーポレート ・ ガバナンス : シッコウ ヤクイン セイド ドウニュウ ノ ヨウイン ブンセキ

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説明

The purpose of this paper is to investigate the determinants of the introduction of executive officer system in Japanese firms. Executive officer system is one of the top management reform plans in the late 1990s, and it intends to reinforce the functions of both board (decision making and monitoring role) and each divisional management. According to the previous studies on executive officer system, it is reported that firms adopted this system for the purpose of board revival by decreasing the number of directors. Yet, the relationship between firm performance and the introduction of executive officer system is not clear. So, the first concern of this paper is to clarify whether the poor performance really increases the pressure of board restructuring or not. This is important from the viewpoint of good corporate governance. Using a sample of large 357 firms in manufacturing sector, we analyzed the effect of firm performance on the introduction of executive officer system. The results of the logit model estimation showed that lower performance (industry-adjusted ordinary profit per total asset) increased the probability of introducing executive officer system. This means that lower performance increases the pressure of board reform, and indicates the possibility that some kind of an effective governance mechanism is working behind. Then, the second concern is to specify what kinds of governance characteristics have an influence on the adoption of executive officer system. As a result of estimation, which investigated some governance factors, the probability of adopting executive officer system was high for the firms that had relatively weak relationship with main bank and parent company. And it was also found that outside shareholders (foreign financial institutions and life insurance companies) and insiders' commitment (measured by the employees average tenure for their company) exaggerated the negative correlation between firm performance and the introduction of executive officer system. Therefore, when the firm performance was poor, both the external and the internal disciplines worked complementally to increase the probability of introducing executive officer system.

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