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Reputation Concerns of Independent Directors: Evidence from Individual Director Voting

Wei Jiang1; Hualin Wan2; Shan Zhao3

1 Columbia University · 2 Shanghai Lixin University of Accounting and Finance · 3 Grenoble Ecole de Management

Review of Financial Studies 2015

This study examines the voting behavior of independent directors of public companies in China from 2004–2012. The unique data at the individual-director level overcome endogeneity in both board formation and proposal selection by allowing analysis based on within-board proposal variation. Career-conscious directors, measured by age and the director's reputation value, are more likely to dissent; dissension is eventually rewarded in the marketplace in the form of more outside directorships and a lower risk of regulatory sanctions. Director dissension improves corporate governance and market transparency primarily through the responses of stakeholders (shareholders, creditors, and regulators), to whom dissension disseminates information. Received December 8, 2014; accepted October 19, 2015 by Editor Andrew Karolyi.

DOI
10.1093/rfs/hhv125
Pages
hhv125
Language
en
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