企业职工薪酬管理中英文文献对照 第6页
compensation disclosure. For example, Murphy (1996) examines the limited discretion given managers in valuing stock options and finds that managers tend to select methodologies that reduce reported compensation. He concludes that managers bear non-pecuniary costs from high reported levels of compensation. Along the same vein, Byrd et al. (1998) and Lewellen et al. (1996) report that managers choose industry- and peer-company stock return benchmarks that are downward biased. Thus, they argue that managers pay attention to the compensation disclosure as they choose data that tend to overstate the firm's performance.
As part of the Omnibus Budget Reconciliation Act of 1993, Congress enacted Section 162(m) of the Internal Revenue Code (1995), a provision that disallows deductions for nonperformance related compensation over one million dollars for the CEO and the other executives whose compensation must be reported in the proxy statement. The applicable employee remuneration does not include remuneration payable on a commission basis, compensation that is performance-based, and compensation under a binding written contract in effect on February 13, 1993. For the purpose of a deduction, compensation is classified as performance-based only if (i) the performance goals are determined by a compensation committee comprised solely of two or more outside directors, (ii) the performance goals under which the remuneration is to be paid are disclosed to the shareholders and approved by a majority vote, and (iii) before any payment of such remuneration, the compensation committee certifies that the performance goals and other material terms were satisfied.
3. Data collection
We retrieve compensation data from Standard and Poor's ExecuComp database. This database includes S&P 500, Midcap, 原文请找腾讯752018766;优/文-论~文'网
http://www.youerw.com plan payouts (LTIP), and “all other compensation.” Total compensation consists of all seven components reported in the proxy statement. The Disclosure Rules require firms to provide dollar values in the Summary Compensation Table for each of the components, except options and SARs, and ExecuComp reports the dollar values provided in the proxy statements. For options and SARs, firms are only required to disclose the number granted to their top executives in the Summary Compensation Table, however additional information relating to the stock option grants is available elsewhere in the proxy statement and ExecuComp separately computes the present value of the options granted to executives using a modified Black-Scholes method. We retrieve accounting data from Compustat and stock returns from the CRSP files. For a smaller subset of our firms, we also collect information on the performance measures explicitly used by compensation committees to evaluate the CEO from the compensation committee reports in the proxy statements. For several of our tests discussed in the sections below, we compare compensation before 162(m) to compensation after 162(m). For the pre-162(m) period, which we identify with the post-1993 dummy variable in our tests, we only have 1991, 1992, and 1993 compensation data that are truly comparable to the post-162(m) data. This data limitation reduces the power of our tests.
5. Measures of changes in CEO wealth for changes in shareholder wealth
Thus far, we have focused on the sensitivity of annual compensation flows (i.e., salary, bonus, restricted stock, stock options, long-term incentive plan payouts, and other compensation) to firm performance. We have taken this approach because compensation critics have concentrated on these annual flows and because this is the flow that was apparently targeted by the regulations. Jensen and Murphy (1990), Hall and Liebman (1998), Murphy (1999), among others, show that CEO equity and option ownership in the firm accounts for the bulk of the sensitivity of CEO wealth to firm performance. While our prior results indicate that compensation structure and the compensation to performance sensitivity of million-dollar firms have been affected by the regulations, a crucial question to determine the economic impact of the regulations is whether these effects translate into a higher sensitivity of CEO wealth to shareholder wealth.
6. Ownership or shareholder targeting
We perform various tests to examine whether our results are sensitive to measurement method or sample selection. Thus far we have focused on the subset of million-dollar firms 上一页 [1] [2] [3] [4] [5] [6]
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