BOARD STRUCTURE AND EXECUTIVECOMPENSATION IN THE PUBLIC SECTOR: NEW
ZEALAND EVIDENCE
STEVEN F. CAHAN, FRANCES CHUA AND ROBERT OCHOKI NYAMORI*
INTRODUCTION
Executive compensation is an economic and social issue that has attracted
academic, political, and media attention. Recently in New Zealand, there has
been a series of widely publicized examples of ‘excessive’ salaries and/or golden
handshakes in the public sector (e.g., Espiner, 1999; Hawkins, 1999; Kells, 1999;
Hubbard, 2000; The Daily News, 2000; Smith, 2000; The Evening Post, 2002; and
Langdon, 2002).1 This is seen by some politicians and media commentators as
resulting from weak oversight by boards of directors and has led to renewed
criticism of the corporate model for public sector entities (e.g., Kelsey, 1995; and
Kells, 1999). The Labour government elected in 1999 promised to make New
Zealand public sector entities more accountable (e.g., Edwards, 1999).2
However, whether public sector boards in New Zealand are effective and,
more importantly, what makes them effective are empirical questions.
While academic research on executive compensation is extensive (see
Murphy, 1998), as Brickley, van Horn and Wedig (2003) note, almost all of
this research focuses on private sector entities. Using an agency-based framework
(Jensen and Meckling, 1976), one line of research uses cross-sectional differences
in executive compensation to assess the effectiveness of boards of directors (e.g.,
Cyert, Kang, Kumar and Shah, 1997; Core, Holthausen and Larcker, 1999; and
Talmor and Wallace, 2000). Core et al. (1999) point out that executive com-
pensation can be used to assess board effectiveness because compensation
decisions are important, frequent and observable. Because boards of directors
should play a critical role in monitoring the CEO’s performance (e.g., Fama and
Jensen, 1983), Core et al. (1999) expect that ceteris paribus ineffective or weak
boards will pay higher CEO compensation than where board monitoring is
more effective.
* The authors are respectively, Professor of Financial Accounting at the University ofAuckland; Lecturer at Massey University; and Lecturer at Massey University. They thankseminar participants at the University of Tasmania, Massey University, and the AnnualConference of the Accounting Association of Australia and New Zealand for their helpfulcomments. The authors also wish to acknowledge the support of a grant from the MasseyUniversity Research Fund.
Address for correspondence: Steven Cahan, Department of Accounting and Finance,University of Auckland Business School, Private Bag 92019, Auckland, New Zealand.e-mail: [email protected]
Financial Accountability & Management, 21(4), November 2005, 0267-4424
#Blackwell Publishing Ltd. 2005, 9600 Garsington Road, Oxford OX4 2DQ , UKand 350 Main Street, Malden, MA 02148, USA. 437
Currently, not much is known about board structure or board decision making
in non-private sector entities.3 Yet, this is a critical issue because boards of
directors play a relatively more important role in public sector entities than private
sector entities. That is, lacking alienable residual claims (Alchian, 1977) in the
public sector, monitoring by owners is likely to be severely reduced, leaving the
board as the focal point in the governance process (see Brickley et al., 2003).
New Zealand has been a leader in reforming the public sector (e.g., see
Bollard and Buckle, 1987; The Economist, 1990 and 1991; and James, 1992).
For example, beginning in the mid-1980s New Zealand corporatised over one
hundred public sector entities in areas ranging from hospitals and education to
ports, airports and electricity distributors. While these entities operate under
various legislative acts (e.g., the State-Owned Enterprise Act 1986, Energy
Companies Act 1992, Port Companies Act 1988 and Health and Disability
Services Act 1993), all are incorporated under the Companies Act 1993,
and all have a board of directors. Furthermore, the objectives of the commer-
icalisation process were to improve the efficiency, effectiveness, and account-
ability of these entities. Lacking market-based control mechanisms, public sector
boards play a critically important role in ensuring that these objectives are met.
This involves monitoring CEO performance and remunerating him or her
appropriately.4
The purpose of this study is to examine whether board structure affects board
effectiveness in public sector corporations. We draw on the private sector
corporate governance research which finds that characteristics of board structure
(e.g., board size, percentage of inside or grey directors, proportion of busy
directors) are associated with board effectiveness (e.g., Cyert et al., 1997; Core
et al., 1999; and Talmor and Wallace, 2000). Thus, we examine whether these
same board characteristics are related to the level of CEO compensation in New
Zealand public sector corporations.
The logic of our tests is as follows. The purpose of public sector reforms in
New Zealand (and elsewhere) is to make public sector entities more like private
sector firms. This included using private sector-style boards as the primary
internal corporate governance mechanism. However, there is almost no empir-
ical evidence that shows whether private sector-style boards will be effective in a
public sector context. If we can show that board characteristics associated with
effectiveness in the private sector are also related to board effectiveness in the
public sector, that would provide evidence that private sector-style boards can
work in the public sector context. On the other hand, if board characteristics
associated with effectiveness in the private sector are not related to board
effectiveness in the public sector, that would suggest that adopting private
sector-style boards in public sector entities might not be optimal. Alternatively,
it would suggest that public sector boards might need to be structured differently
to be effective.
Using a sample of 80 New Zealand public sector companies, we find that
similar to private sector studies, board size, whether the CEO sits on the board,
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and director quality have an impact on CEO pay. Specifically, after controlling
for other factors affecting CEO pay levels, smaller boards, boards that do not
have the CEO as a member, and boards with higher quality directors are more
effective at constraining CEO pay. However, variables representing the percent-
age of busy directors, grey directors, and inside directors were not significantly
related to CEO pay. While this evidence is mixed, in further analyses, we
consider the overall impact of our board structure measures. We find that, out
of four categories of explanatory variables, our board variables have the second
highest incremental explanatory power after variables related to managerial
discretion and complexity. We also find that a composite measure of board
effectiveness is significantly related to CEO compensation. Thus, we conclude
that, similar to the private sector, board structure does affect board effectiveness
in public sector corporations in New Zealand. While we recognize that we look
at only one board decision (i.e., CEO remuneration), this finding is important
because it suggests that efforts to model public sector boards after private sector
boards are not unfounded.
The rest of this paper is organized as follows. The second section provides a
brief overview of the research on the private vs. public sector. The third section
reviews the literature on board effectiveness and compensation. The fourth
section describes the sample and method. The fifth section contains results,
and the last section is a conclusion.
PRIVATE VS. PUBLIC SECTOR RESEARCH
The comparative efficiency of public and private organisation has been exam-
ined theoretically by numerous authors, e.g., Alchian (1977), Sappington and
Stiglitz (1987), Schmidt (1996) and Hart, Shleifer and Vishny (1997). In any
organisation where ownership and control are separate, agency problems arise
because of a divergence of interests between the principal and agent (Jensen and
Meckling, 1976). In the private sector, these agency problems are minimized by
a variety of control mechanisms associated with capital markets; the legal,
political, and regulatory system; product and factor markets; and the internal
control system of the entity including the board of directors (Jensen 1993).
For various reasons, these control mechanisms will be weaker in public sector
entities. As Alchian (1977) points out, this is largely due to the lack of alienable
residual claims. Using Jensen and Meckling’s (1992) framework, Dyck and
Wruck (1999) analyse the shortcomings of public sector firms in three areas:
allocation of decision rights, performance measurement, and reward systems.
Regarding the allocation of decision rights, public sector entities are at a
disadvantage because governments find it difficult to credibly commit to a
permanent set of rules. This arises because in the absence of alienable residual
claims, there is no single, easily identifiable objective (e.g., to maximize firm
value). When under political pressure, governments may change organisational
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structures or contracts already in place, which has the effect of making objectives
in public sector entities ambiguous and unclear.5
In terms of performance measurement, the lack of alienable residual claims
reduces the incentive of the government and taxpayers (as well as outside analysts)
to monitor performance. The incentive to monitor is further reduced because of
diffused ownership (i.e., ultimately a public sector entity is owned by all citizens)
and free riding (e.g., Olson, 1971). Also, without tradable equity, there is no
market for corporate control (e.g., takeovers, buyouts) which is an important
disciplining mechanism for underperforming managers ( Jensen, 1993).
In terms of reward systems, in the absence of an externally determined share
price, it is more difficult to determine changes in the entity’s value. As a result, it
may be more difficult to design compensation systems that align the incentives of
owners and managers. The lack of an objective value also may make it harder to
assess managerial talent, and that could reduce the manager’s motivation and
make it harder to recruit superior talent.
Non-traded shares owned by the government also reduce the probability of
bankruptcy to zero or very close to zero because governments are unlikely to let
a public sector entity go bankrupt (New Zealand Business Roundtable, 1988).
This minimizes the effects of poor decision making on the part of management
(e.g., poor performance in product markets) and may increase risk-taking (i.e.,
moral hazard) and, at the same time, reduces the incentive of external creditors
to monitor the entity’s performance (New Zealand Business Roundtable, 1988).
Because control mechanisms are weaker in the public sector, it is expected that
in the long-run, private sector entities will outperform public sector entities, and
empirical research generally supports this (e.g., see Boardman and Vining’s, 1992,
meta-analysis of 90 studies). Many studies focus on the effects of privatisation. For
example, in a study of 61 companies from 18 countries in 32 industries,
Megginson, Nash and van Randenborough (1994, p. 403) find that after privatisa-
tion firms ‘increase real sales, become more profitable, increase their capital
spending, improve their operating efficiency, and increase their work forces’.
Galal, Jones, Tandon and Vogelsang (1994) examine 12 cases of privatisation
from the United Kingdom, Chile, Malaysia and Mexico. They focus on the net
welfare gain or loss and find that privatisation led to net welfare gains in 11 of the
12 cases. However, they note that ‘many of the gains commonly associated with
[privatisation] could also be achieved in theory through the effective implementa-
tion of public sector reforms’ (1994, p. 542). Likewise, Dewenter and Malatesta
(2001) find that post-privatisation performance for a sample of US firms was
superior to pre-privatisation performance. However, they find that much of the
improvement occurred in the 3 years prior to privatisation which suggests that the
process of ‘getting ready’ provides a powerful incentive to improve performance.
The work by Galal et al. (1994), Dewenter and Malatesta (2001) and Dyck
and Wruck (1999), among others, suggests that while public ownership may be
inferior to private ownership, it is possible to improve performance in the public
sector through properly designed organisational structures and contracts.
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The public sector reforms in New Zealand that began in the mid-1980s were
based on this assumption. The objective of the New Zealand reforms was to
improve the performance and efficiency of the government owned entities by
improving their organisational design (e.g., see Spicer, Emanuel and Powell,
1996, for a review of the reforms). Under the reforms, government trading
entities were corporatised. As Spicer et al. (1996) point out, this differs from
privatisation – privatisation changes both the organisational structure and ulti-
mate ownership, while corporatisation changes the organisational structure but
the government remains the ultimate owner.6 As part of the corporatisation
process, boards of directors were appointed. These boards were modelled after
private sector boards, and legally, directors on these boards have essentially the
same duties as directors of private sector entities as the public sector bodies were
incorporated using the existing private sector legislation (i.e., the Companies Act
1955 and later Companies Act 1993).7
CEO compensation in public sector entities is important because it affects the
entity’s ability to attract, motivate, and retain suitable managerial talent. Because
the public sector companies compete against similar organisations with private
ownership, if pay in the former is inadequate, selection and performance incen-
tive problems can arise (Eldenburg and Krishnan, 2003). On the other hand, if
public sector companies pay too much, they will be criticised and pressured by
politicians and the public because taxpayers will see their tax dollars being
wasted ( Jensen and Murphy, 1990; and Eldenburg and Krishnan, 2003).
Given this tension, the board’s role in setting CEO compensation is particularly
important, and whether the board’s structure affects its ability to make good
decisions is a key issue.
While it is generally assumed that structuring public sector boards in a similar
way to private sector boards will be effective, there is almost no evidence that this
is the case. One study that does is Brickley et al. (2003). They focus on nonprofit
hospitals and examine the relation between CEO compensation and board
structure. Using a sample of 308 nonprofit hospitals in the US, they find higher
levels of CEO compensation when the CEO is a voting member of the board.
They also find some evidence that CEO compensation is positively related
to board size and the percentage of inside directors (see Brickley et al., 2003,
p. 19).8
However, we are not aware of any studies that examine the relation
between board structure and CEO compensation in public sector corpora-
tions. Yet, as discussed above, in public sector corporations, the board is the
predominant control mechanism.9,10 Thus, whether public sector boards are
effective is particularly important because there are fewer substitute control
mechanisms compared with the private sector (e.g., private sector firms
with a weak board may also be subject to more market monitoring).
Consequently, we contribute to the literature by examining whether board
structure matters in the public sector in the same way it matters in the
private sector.
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BOARDS AND EXECUTIVE COMPENSATION
There is considerable research that examines the effectiveness of boards of directors
in the private sector. For example, it is widely believed that outside directors provide a
more objective view than inside directors, i.e., the CEO and other employees of the
firm (e.g., Fama, 1980; Pfeffer, 1981; and Fama and Jensen, 1983). Based on this
view, outside directors will want to limit CEO compensation in order to enhance
their reputations as effective and competent board members (e.g., Talmor and
Wallace, 2000). In the US, the California Public Employees Retirement System
(1998) and National Association of Corporate Directors (1996) have recommended
that boards be composed of a substantial majority of independent directors. The
alternative view is that outside directors are ineffective monitors because manage-
ment oversees the selection and reappointment of directors (Hermalin andWeisbach,
1998), and this reduces the independence of the outside directors.
Weisbach (1988) provides evidence that CEOs of poorly performing firms are
more likely to be removed if the board is dominated by outside directors rather
than inside directors. Evidence also suggests that outside dominated boards also
benefit shareholders in decisions related to tender offers (Byrd and Hickman,
1992), management buyouts (Lee, Rosenstein, Rangan and Davidson, 1992) and
poison pill adoptions (Brickley, Coles and Tory, 1994).11 Beasley (1996) finds
that the incidence of fraud and the number of outside board members are
inversely related. However, outside directors do not appear to be related to
long-term performance (e.g., Hermalin and Weisbach, 1991; Klein, 1998; and
Bhagat and Black, 1999) or firm value (e.g., Agrawal and Knoeber, 1996).
The number of directors on the board is also seen to be important (e.g.,
Lipton and Lorsch, 1992; and Jensen, 1993). When board membership is large,
it is difficult to form coalitions opposing the CEO and work productivity can
decline. As Steiner (1972) and Hackman (1990) find, large groups are more
difficult to coordinate, and free riding becomes more likely as group size
increases. Jensen (1993) suggests boards with more than eight members are too
big.12 Yermack (1996) provides evidence showing that firm value is higher when
board size declines. He also finds that CEO compensation is more sensitive to
performance and that dismissals of poor performing CEOs are more likely when
boards are small. Eisenberg, Sundgren and Wells (1998) provide evidence of a
negative association between profitability and board size for Finnish firms.
Vafeas (2000) finds that earnings are more informative for small boards.
The number of directorships held by each director may affect board effec-
tiveness. Fama and Jensen (1983) argue that multiple directorships can be
valuable because they add to the director’s experience and knowledge base
and expose the director to the market for directorial talent. However, limitations
on time as well as mental capacity can make a director holding too many
directorships less effective (National Association of Corporate Directors, 1996).
Additionally, boards may become ‘old boys clubs’ where directors receiving
multiple directorships have the best social connections and, not necessarily, the
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most expertise (e.g., Talmor and Wallace, 2000). Empirically, Shivdasani (1993)
and Talmor and Wallace (2000) find support for a positive relationship between
number of directorships and CEO compensation, while Core et al. (1999) find a
negative relationship.
Jensen (1993) argues that to improve monitoring effectiveness the CEO should not
also be the chair of the board. This is because the chair will set the agenda, configure
committees, decide on operating procedures, and communicate with other board
members. While Kesner, Victor and Lamont (1986) find no evidence of a CEO-
duality effect, Beatty and Zajac (1994) find that CEO-duality can be suboptimal.13
While the literature on executive compensation is extensive (Murphy, 1998), there
are fewer studies that have examined the effects of board characteristics on executive
compensation. Finkelstein andHambrick (1989) find that compensation is not related
to the percentage of outside directors on the board, but Lambert, Larcker and
Weigelt (1993) and Boyd (1994) find that CEO compensation increases with the
number of outsiders on the board. Lambert et al. (1993) also find a positive relation
between CEO pay and the number of directors they have appointed to the board.
More recently, Core et al. (1999) provide a more in-depth examination of the
CEO compensation-board effectiveness relationship by using a comprehensive
set of board related variables and by controlling for ownership structure. It is
important to control for the latter because ownership structure is another
important monitoring mechanism (e.g., Demsetz and Lehn, 1985) that either
may complement or substitute for board monitoring.
To capture board structure, they use variables related to board size, percent-
age of inside directors, percentage of outside directors appointed by the CEO,
grey outside directors, outside directors over age 69, number of other director-
ships, percentage of interlocked outside directors, and CEO duality. Using a
sample of 495 publicly traded US firms over a three year period, they find that
all of the board variables, except the percentage of interlocked directors, are
significant. Moreover, the coefficients are consistent with the interpretation that
decreases in board effectiveness lead to higher compensation. Their ownership
structure variables are also significant, indicating that ownership is an important
substitute for board monitoring.
More recently, Talmor and Wallace (2000) examine the CEO compensation
and board structure relationship in 160 US financial institutions. They also test
variables related to the CEO (e.g., tenure), performance (e.g., market return,
return on equity), and managerial discretion (e.g., firm size, risk, growth). For
their board variables, they find total CEO compensation increases with the
percentage of inside directors, the percentage of directors with multiple director-
ships, the presence of outside blockholder representation on the board, and
decreases with the percentage of board members who are retired. However,
variables such as board size, the percentage of affiliated directors, and the
percentage of directors over 65 are not significant. Importantly, they find their
board effectiveness variables (which include the board variables) have the second
highest amount of explanatory power after their managerial discretion variables.
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As noted above, there has been limited, if any, empirical research examining
the relationship between CEO compensation and board structure in the public
sector. However, as many countries go through the steps to corporatise public
sector entities (e.g., Dyck and Wruck, 1999; and Black, Kraakman and
Tarassova, 2000), politicians, regulators, public sector managers and researchers
need to better understand how private sector-style boards operate in the public
sector environment. In this study, we examine whether factors associated with
board effectiveness in the private sector are also related to board effectiveness in
the public sector. If so, this would provide evidence that private sector-style
boards can work in the public sector.
SAMPLE AND METHOD
To identify the population of public sector corporations in New Zealand, we
requested a list from the government’s Audit Office. This list contained 112
public sector corporations. We sent letters to all 112 entities requesting 1999
annual reports and subsequently received 83 responses.14 Of these, three were
summary reports and were dropped from the sample. The remaining 80 entities
comprise our sample. A list of sample firms is provided in the Appendix.
We use total compensation of the CEO as the dependent variable. We label
this COMP. We derive this information from the annual reports. In New
Zealand, all companies are legally required to disclose the number of employees
earning more than $100,000 in bands of $10,000 (Companies Act 1993,
s 211(1)(g)). This amount includes remuneration and any other benefits so it
represents the total compensation received by the CEO. In 37.5 percent of the
cases, the CEO’s band was explicitly identified. In the remaining cases, we
assume the highest paid employee is the CEO. For 12 companies (15 percent
of the sample), the CEO made less than $100,000. Because companies do not
have to disclose bands under $100,000, we arbitrarily set COMP equal to
$100,000 for all these observations.15
Based on Cyert et al. (1997), Core et al. (1999) and Talmor and Wallace
(2000), we classify our independent variables into four categories related to: (1)
board composition, (2) managerial discretion and task complexity, (3) firm
performance and (4) ownership. Because of the low explanatory power of the
CEO related variables in the Talmor and Wallace (2000) study and because of
the unavailability of data, we do not include these variables.
Consequently, we estimate the following OLS regression model:
COMP ¼�0 þ B �1BDSIZEþ �2CEOBDþ �3BUSY þ �4DIRREP
þ �5INSIDEþ �6GREY þ �7FSIZEþ �8NSUBþ �9NSEG
þ �10ROAþ �11ONEOWNþ �12LISTED þ Industry controls
where (with expected signs in parentheses):
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BDSIZE ¼ number of directors at end of year (þ);CEOBD ¼ 1, if CEO is on board; 0, otherwise (þ);BUSY ¼ number of directors with 3 or more directorships/number of directors
at end of year (þ);DIRREP ¼ 1, if supplemental information on directors is provided; 0, otherwise (�);INSIDE ¼ number of inside directors/number of directors at end of year (þ);GREY ¼ number of grey directors/number of directors at end of year (þ);FSIZE ¼ total assets (þ);NSUB ¼ number of subsidiaries (þ);NSEG ¼ number of segments (þ);ROA ¼ operating income/total assets;ONEOWN ¼ 1, if 100 percent owned by one owner; 0, otherwise (þ/�);LISTED ¼ 1, if listed on the NZSE; 0, otherwise (þ/�).
We discuss each of the independent variables below.
Board Composition
Our board variables are based largely on Cyert et al. (1997) and Core et al.
(1999), but we make minor modifications because not all of their measures are
appropriate for public sector entities. We use five board composition variables.
Board size is represented by the variable BDSIZE where BDSIZE is the
number of directors at the end of the year. Because large boards are seen as
less effective (e.g., Jensen 1993), we expect a positive relationship between
BDSIZE and COMP.
Because the public sector boards were set up to independently monitor
performance, relative to the private sector, it is rare to have a CEO who is
also the chair of the board. For example, in our sample, we find only one case
where the CEO is also the board chair. While CEO duality can be important
(e.g., Beatty and Zajac, 1994), we modify this and include the variable CEOBD
to represent whether the CEO is a member of the board. We code CEOBD
equal to 1 where the CEO is on the board, and 0 otherwise. We expect a positive
relationship between CEOBD and CEO compensation.
The third board variable is BUSY which we define as the percentage of
directors who serve on three or more boards. Because too many directorships
can reduce the director’s effectiveness (e.g., National Association of Corporate
Directors, 1996), we expect a positive relationship between BUSY and COMP.
We include two variables to capture the percentage of directors that have
direct or indirect ties with the firm. INSIDE is the number of internal board
members (i.e., employees) divided by the total number of board members. In
addition to inside directors, often outside directors (i.e., non-employees) have
dealings with the company that they were a director for (e.g., provides legal or
accounting advice to the firm). This information is disclosed either as part of a
related party footnote or as part of the disclosures of interests in the Directors’
Report. Consistent with prior research (e.g., Lee et al., 1992), we classify these as
affiliated or grey directors. Thus, we use GREY, which is the percentage of grey
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directors to total directors. Because inside and grey directors are typically viewed
as less objective than independent outside directors (e.g., National Association of
Corporate Directors, 1996), we expect a positive relationship between INSIDE
and CEO compensation and between GREY and CEO compensation.
Fama and Jensen (1983) argue that outside directors have incentives to
develop reputations for being effective monitors. Because not all directors are
of equal quality, signaling theory (Ross, 1973) suggests that firms with higher
quality directors would have incentive to make this information known in order
to differentiate themselves from other companies with lower quality directors.
While NZ companies are required to provide some information about their
directors (e.g., names, directors’ fees, shareholdings), some companies go beyond
the required disclosures and provide supplemental biographical information on
their directors (e.g., age, qualifications, experience). Thus, whether the company
disclosed supplemental information on their directors is used to proxy for
director reputation or quality. We code DIRREP as 1 if the company provided
this information and 0 if not. Accordingly, we expect a negative relation between
DIRREP and COMP because high quality directors should be better able to
constrain excessive CEO compensation.
Managerial Discretion and Task Complexity
Talmor and Wallace (2000) also note that managerial discretion and task com-
plexity are important measures of executive compensation. When managerial
discretion is high, managers have more influence over the firm’s performance
and value.
Rosen’s (1981 and 1982) work suggests that firm size is a determinant of CEO
compensation. Talmor and Wallace (2000) suggest that the CEO’s responsibility
and job complexity are likely to be positively related to firm size. They also note
that size may proxy for managerial discretion and uncertainty. Because managers
have more and larger decisions to make, they have more influence over the value
of the entity in absolute terms. Consequently, we include FSIZE, which is equal to
total assets, as one measure of managerial discretion and task complexity.
The decentralization and diversification of the entity is also likely to affect the
level of managerial discretion and task complexity. For example, Simunic (1980)
uses the number of subsidiaries and the number of industries a firm operates in
to measure complexity and control problems. Thus, we use the number of
subsidiaries, NSUB, and the number of industry segments the entity operates
in, NSEG, as two additional measures for managerial discretion and task com-
plexity.
Performance
As Core et al. (1999) point out, pay should increase with performance. They and
others (e.g., Lewellen and Huntsman, 1970; Sloan, 1993; and Joskow and Rose,
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1994) find significant positive relationships between accounting rate of returns
and CEO pay. Thus, we include the return on assets, ROA, as another eco-
nomic determinant. In addition to measures of firm size and return on assets,
both Cyert et al. (1997) and Core et al. (1999) include market-based measures of
risk, return, and investment opportunities. Because our public sector companies,
for the most part, do not have traded shares and any market data, we omit these
market-based variables.16
Ownership
Both Cyert et al. (1997) and Core et al. (1999) find that ownership structure is
also important in explaining levels of CEO compensation. They argue that
ownership structure not only affects the alignment of interests between the
CEO and owners but also affects the incentive of the owners to monitor the
managers’ performance. For example, Core et al. (1999) find that CEO com-
pensation is lower when there is a large external blockholder who owns at least 5
percent of the shares. While ownership in our setting differs from the private
sector, it could be important in two ways.
First, the number of owners may be important. In about 75 percent of the
sample, a single public sector entity (e.g., the national government or a regional
or local government unit) owns 100 percent of the shares. In the remainder,
there is more than one owner although in most cases the number of owners is
small (2–3). On one hand, more diffuse ownership will give more parties
incentive to monitor activity and this should increase the overall level of mon-
itoring. On the other hand, when one party owns all the shares and therefore
bears 100 percent of any change in value, this party should have increased
incentive to ensure the managers are acting in their best interest (e.g.,
Dewenter and Malatesta, 2001). We use an indicator variable to capture own-
ership structure. Where all shares are held by one entity, we code ONEOWN
equal to 1, and in all other cases, it is equal to 0. However, because the direction
of the relationship between ONEOWN and CEO compensation is not entirely
clear, we do not predict a sign for the coefficient of ONEOWN.
Second, in our sample, six companies are publicly listed on the New Zealand
Stock Exchange (NZSE). Though the majority of shares for these entities (five
ports and one airport) remain in the public sector, these companies do have non-
government owners and their shares are fully tradable. Because one of the
weaknesses associated with public sector ownership is the lack of alienable
residual claims (Alchian, 1977), owners of entities with listed shares may have
more incentive to monitor performance and constrain pay of the CEO. At the
same time, having traded shares may make the manager’s job more risky, and
managers would be compensated for this through higher levels of pay. Thus, we
include the variable LISTED which is coded 1 if the entity is listed and 0 if not.
While the traded firms are likely to be different, it is unclear how this will affect
CEO pay, and we do not predict a sign for its coefficient.
BOARD STRUCTURE AND EXECUTIVE COMPENSATION 447
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Industry Controls
CEO compensation is also likely to have a significant industry component. As
Talmor and Wallace (2000) note, job complexity may be related to industry
concentration, competitiveness, and product differentiability. Like Core et al.
(1999), we include industry control variables for six industries in our sample
which are clearly identifiable (i.e., airports/aviation, forestry, health, power/
electricity, ports, and research institutes). Also, our industry variables recognise
that the different types of firms operate under different legislation (e.g., Energy
Companies Act 1992, Port Companies Act 1988, Health and Disability Services
Act 1993) and may have different performance objectives.
RESULTS
Table 1 contains the descriptive statistics for the variables. The mean CEO
compensation for public sector companies in New Zealand is $194,150, which,
not surprisingly, is vastly different from the NZ$1.87 million and NZ$2.03
million reported by Core et al. (1999) and Cyert et al. (1997) respectively, for
their samples of large, private-sector based companies in the US. For our
sample, the maximum compensation was $640,000.17 Thus, in addition to
examining public sector companies, our study examines a salary range that has
not been examined by prior research.
Table 1 also shows that there is considerable diversity in firm size with the
largest public sector company having $2.309 billion in total assets and the
smallest having $2.619 million in total assets. On average, these companies
earn a return on assets of 7.39 percent, and 76 percent are wholly owned by
the Crown or by a local/regional government body.
The average board size is 5.86 members. The CEO is a member of the board
in 13 percent of the cases, and 30 percent of the directors are classified as busy.
Additionally, 13 percent of directors are inside directors and another 17 percent
are grey directors. Conversely, 70 percent of directors can be classified as
independent outside directors which is much higher than the 51.1 percent for
a sample of New Zealand private sector firms reported by Cahan and Wilkinson
(1999).
Table 2 provides the Pearson pairwise coefficients among the explanatory
variables excluding the industry control variables. The highest correlation, �0.510,
is between ONEOWN and LISTED which is not surprising since listed firms
will have multiple owners. Of more interest, DIRREP and BUSY are signifi-
cantly related (r ¼ 0.385). This suggests director quality and director involve-
ment in more than three directorships are positively associated. To the extent
that high quality directors are demanded more than low quality directors, this
relation provides some empirical support for using DIRREP as a measure of
quality. We also find that DIRREP is significantly related to NSUB (r ¼ 0.252)
448 CAHAN, CHUA AND NYAMORI
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and NSEG (r ¼ 0.282) which suggests higher quality directors are associated
with wider scope and scale in our sample companies.
Also, BDSIZE is significantly related to FSIZE (r ¼ 0.242) and NSUB
(r ¼ 0.234) which suggests increases in scale and scope are associated with larger
boards. Likewise, BUSY is significantly correlated with FSIZE (r ¼ 0.343),
Table 1
Descriptive Statistics for CEO Compensation and the Explanatory Variables
Mean Std.Dev. Median Maximum Minimum
Panel A: Dependent VariableCOMP 194.15 115.14 170.00 640.00 80.00
Panel B: Explanatory VariablesBoard compositionBDSIZE 5.86 1.50 6.00 9.00 1.00CEOBD 0.13 0.33 0.00 1.00 0.00BUSY 0.30 0.32 0.21 1.00 0.00DIRREP 0.54 0.50 1.00 1.00 0.00INSIDE 0.13 0.21 0.00 0.86 0.00GREY 0.17 0.33 0.00 0.17 0.00
Discretion/complexityFSIZE 162027.45 350919.75 58331.00 2309791.00 2619.00NSUB 1.68 2.50 1.00 16.00 0NSEG 1.96 0.77 2.00 5.00 1.00
PerformanceROA 0.0739 0.0922 0.0765 0.5200 �0.0190
OwnershipONEOWN 0.76 0.43 1.00 1.00 0.00LISTED 0.08 0.27 0.00 1.00 0.00
Notes:
The descriptive statistics are based on a sample of 80 New Zealand public sector companies.
Variable definitions:
COMP ¼ total CEO compensation;
BDSIZE ¼ number of directors at end of year;
CEOBD ¼ 1, if CEO is on board; 0, otherwise;
BUSY ¼ number of directors with 3 or more directorships/number of directors at end of
year;
DIRREP ¼ 1, if supplemental information on directors is provided; 0, otherwise;
INSIDE ¼ number of inside directors/number of directors at end of year;
GREY ¼ number of grey directors/number of directors at end of year;
FSIZE ¼ total assets (in thousands);
NSUB ¼ number of subsidiaries;
NSEG ¼ number of segments;
ROA ¼ operating income/total assets;
ONEOWN ¼ 1, if 100 percent owned by one owner; 0, otherwise;
LISTED ¼ 1, if listed on the NZSE; 0, otherwise.
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Table 2
Pearson Pairwise Correlations Between the Explanatory Variables
BDSIZE CEOBD BUSY DIRREP INSIDE GREY FSIZE NSUB NSEG ROA ONEOWN LISTED
BDSIZE 1.000CEOBD �0.092 1.000BUSY 0.074 0.355** 1.000DIRREP 0.234* 0.047 0.385** 1.000INSIDE �0.158 0.043 0.115 0.014 1.000GREY 0.086 �0.063 �0.058 �0.080 �0.241* 1.000FSIZE 0.242* 0.237* 0.343** 0.072 �0.151 �0.081 1.000NSUB 0.234* 0.034 0.373** 0.252* �0.101 �0.137 0.385** 1.000NSEG 0.160 0.019 0.009 0.282* �0.015 0.059 0.063 0.243* 1.000ROA �0.027 0.146 0.103 0.033 �0.090 0.090 0.081 0.054 �0.027 1.000ONEOWN �0.150 �0.144 �0.134 �0.223 �0.068 0.040 �0.014 �0.014 �0.066 �0.154 1.000LISTED 0.217 0.179 0.132 0.169 �0.114 �0.132 0.077 0.094 0.262* 0.201 �0.510** 1.000
Notes:
See Table 1 for variable definitions. The correlations are based on a sample of 80 New Zealand public sector companies.
*Significant at the 0.05 level based on a two-tailed test.
**Significant at the 0.01 level based on a two-tailed test.
450
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NSUB (r ¼ 0.373) and CEOBD (r ¼ 0.355). Thus, busy directors are more
likely to be found on boards where the company is large, where the company
has numerous subsidiaries, and where the CEO is a member of the board.
Table 3 contains the results for a regression model where the dependent
variable is COMP and the independent variables include the board, discre-
tion/complexity, performance, ownership, and industry variables.18 The overall
model is significant (F ¼ 10.112, p ¼ 0.000) and has an adjusted R2 of 67.5
percent. Thus, the model explains 67.5 percent of the cross-sectional variation in
CEO compensation in our sample of New Zealand public sector entities. While
obviously not strictly comparable because of differences in the sample and
variables, our model’s R2 is in the same range as Cyert et al. (1997) and Core
et al. (1999). For example, Cyert et al.’s (1997, Table 4) adjusted R2s range from
51 to 58 percent while Core et al.’s (1999, Table 2) adjusted R2s are 62.1 percent
and 52.6 percent for their Cash and Salary subsamples respectively.
Of the board structure measures, we find that BDSIZE is significant at the
0.005 level based on a one-tailed test. This is consistent with Core et al. (1999)
and with Talmor and Wallace’s (2000) cash-based compensation results. The
significant positive coefficient on BDSIZE is consistent with the view that large
boards are less effective than small boards (Jensen 1993).
CEOBD is also significant with a positive coefficient at the 0.01 level. This is
consistent with the findings for the CEO-chair variables used by Cyert et al.
(1997) and Core et al. (1999). As Boyd (1994) suggests when the CEO is on the
board, board members may be less objective and critical which reduces board
oversight and control. Additionally, DIRREP is significant with a negative
coefficient at the 0.05 level. Thus, the market for directors and directors’
reputations appear to have an influence on directors’ effectiveness. In particular,
higher quality directors constrain excessive compensation paid to CEOs. This is
consistent with Fama and Jensen’s (1983) human capital argument.
Contrary to Core et al. (1999), we find that BUSY is not significant. Thus,
directors with three or more directorships do not appear to be any less effective
than other directors. As suggested above, a possible explanation is that BUSY
also proxies for the director’s reputation or expertise. That is, a director may be
on several boards because he or she has the knowledge and skills needed for the
position. This positive effect may counterbalance the negative effect of having
too little time.19
The coefficient on INSIDE is not significant. Contrary to expectations,
INSIDE has a negative coefficient, although this is consistent with Core et al.
(1999) who find a negative relation between inside directors and CEO compen-
sation.20 While GREY has a positive coefficient as expected, it is also not
significant. This is contrary to Core et al. (1999), but Talmor and Wallace
(2000) find that their grey directors variable is not significant in their full sample
tests. Also and more generally, as Core et al. (1999) point out, the past empirical
evidence for these measures of board independence has been mixed.
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Table 3
Regression of CEO Compensation on Board, Discretion/Complexity,
Performance, Ownership, and Industry Control Variables
Variable Expected Sign Coefficient t-value Significance F-statistic
Board compositionBDSIZE þ 17.563 2.859 0.003CEOBD þ 60.118 2.317 0.012BUSY þ 6.039 0.196 0.423DIRREP – �33.457 �1.814 0.038INSIDE þ �18.636 �0.447 0.329GREY þ 4.664 0.178 0.430
Discretion/complexity 2.418*
FSIZE þ 0.00015 5.793 0.000NSUB þ 12.678 3.266 0.001NSEG þ 20.175 1.648 0.052
Performance 6.352**
ROA þ 214.305 2.138 0.019
OwnershipONEOWN ? �8.548 �0.324 0.747LISTED ? 67.109 1.696 0.095
Industry 1.908*
AIRPORT ? �44.494 �1.144 0.257FOREST ? �40.545 �0.733 0.466HEALTH ? 12.369 0.390 0.698POWER ? �90.913 �3.359 0.001PORT ? �127.166 �3.059 0.003RESEARCH ? �47.932 �1.512 0.136
4.019**Constant ? 74.052 1.545 0.128
Model summaryAdjusted R2 0.675F-statistic 10.112F significance 0.000Observations 80
Notes:
See Table 1 for variable definitions except for industry variables. The industry variables are
indicator variables coded as 1 if the company is in the industry and 0 if not. Significance levels
are based on a one-tailed test where a sign is predicted and a two-tailed test otherwise.
*Significant at the 0.05 level.
**Significant at the 0.01 level.
452 CAHAN, CHUA AND NYAMORI
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Of all the independent variables, FSIZE is the most important determi-
nant of CEO compensation (t ¼ 5.793, p ¼ 0.000) – CEOs in larger
public sector companies get paid more than their counterparts in smaller
public sector companies. This is consistent with studies such as Cyert et al. (1997),
Core et al. (1999) and Talmor and Wallace (2000). In addition, NSUB and
NSEG are significant at the 0.001 and 0.05 levels respectively. Together, this
suggests that CEO compensation increases with complexity whether measured by
scale or scope.
Likewise, our performance variable, ROA, is significant with a positive coeffi-
cient. This indicates that for our sample CEO compensation increases with
profitability which is consistent with Cyert et al. (1997), Core et al. (1999) and
Talmor and Wallace (2000) and with numerous studies that examine the rela-
tionship between pay and performance (e.g., Ke, Petroni and Safieddine, 1999).
For the ownership variables, LISTED is significant at the 0.10 level. The
positive coefficient suggests that listed firms pay their CEO more than the non-
listed firms. Though this could suggest that boards of listed firms are less
effective, a more likely explanation is that the CEO is being compensated for
the higher risk associated with running a listed company. The second ownership
variable, ONEOWN, is not significant. Thus, whether the public sector com-
pany has one owner or several owners does not make a difference in CEO
compensation for our sample. While both Cyert et al. (1997) and Core et al.
(1999) find support for their ownership variables, their contexts are different as
they focus on private sector entities. As discussed above, the lack of alienable
residual claims in the public sector severely weakens the incentives of owners to
monitor, and even 100 percent ownership may not create powerful enough
incentives to closely monitor CEO compensation.
We also examine the explanatory power of each category of independent
variables by computing the F-statistic for the four categories with more than one
variable. These results are also reported in Table 3. We find that on a joint basis
each of the four categories – i.e., the board structure variables, the discretion/
complexity variables, the ownership variables, and the industry variables – have
significant incremental explanatory power at the 0.05 level or better.
Given the large number of variables, we examine the data for multicollinearity
by examining the variance inflation factor (VIF ) for each independent variable.
Neter, Wasserman and Kutner (1985) note that a VIF in excess of 10 is usually
seen as a sign of multicollinearity. For our variables, the highest VIF is 3.803
which suggests multicollinearity is not severe in our sample.21
Table 3 suggests that the incremental explanatory power of the different
classes of variables differs. To examine the relative explanatory power of these
classes, we use an approach used by Talmor and Wallace (2000) and compute
the adjusted R2 for the four categories of the independent variables, i.e., discre-
tion/complexity, performance, board composition, and ownership, on an indi-
vidual basis (because the industry variables are included for control purposes, we
include these in all the models we estimate).
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The results (untabulated) show that when the incremental explanatory power
of each category is considered individually (i.e., with no variables from other
categories in the model), the discretion/complexity variables explain 58.2 per-
cent of CEO compensation, the board composition variables explain 33.1
percent, the ownership variables explain 7.2 percent, and performance explains
3.1 percent. On this basis, the board effectiveness variables are clearly the second
most important category of variables after the discretion/complexity variables.22
We also compute the dollar effect on CEO compensation by multiplying a one
standard deviation change in CEO compensation by the standardized coeffi-
cients of each independent variable in the regression model in Table 3 similar to
Talmor and Wallace (2000). This allows us to assess the economic significance of
the individual variables.
The results are reported in Table 4. We find that FSIZE has the biggest dollar
effect on CEO compensation – an increase of $350,920 in total assets, which is
one standard deviation for that variable, is associated with a $53,540 increase in
compensation. A $53,540 increase represents 27.6 percent of the mean CEO
compensation. The next largest increase in CEO is due to NSUB ($31,778 for
every 2.5 segments), but two board variables – BDSIZE and CEOBD – are next
in line in terms of economic significance. A one standard deviation increase in
BDSIZE (1.50 board members) increases CEO compensation by $26,380, and a
one standard deviation increase in CEOBD increases CEO compensation by
Table 4
Economic Significance of the Explanatory Variables
Variable Standardised Coefficient Change in CEO Compensation
Board effectivenessBDSIZE 0.229 26,380CEOBD 0.174 20,034BUSY 0.017 1,958DIRREP �0.146 �16,810INSIDE �0.033 �3,800GREY 0.013 1,497
Discretion/complexityFSIZE 0.465 $53,540NSUB 0.276 31,778NSEG 0.135 15,544
PerformanceROA 0.172 19,804
OwnershipONEOWN �0.032 �3,684LISTED 0.154 17,732
Note:
See Table 1 for variable definitions.
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$20,034. A third board variable – DIRREP – is also economically significant if
one uses 5 percent of the mean CEO compensation ($9,708) as a cut-off for
economic significance. A one standard deviation change in DIRREP decreases
CEO compensation by $16,810. Thus, these three board variables appear to
have economic significance as well as statistical significance.
To provide further insight on our board composition variables, we divide the
five board variables into three sub-categories based on Milliron (2000). In her
study, Milliron identifies three sub-categories for her board variables – board
effectiveness, accountability, and independence.
Milliron’s (2000, p. 12) board effectiveness category focuses on the board’s
structural characteristics – e.g., board size, term limits on directors, number of
other directorships, and number of directors over 69 years of age. Accordingly,
we use BDSIZE, CEOBD and BUSY to represent board effectiveness.
Milliron (2000) sees independence as being related to the ties the director has
with the company. She uses the percentage of inside directors and grey directors
as measures that are inversely related to independence. Correspondingly, we
classify our INSIDE and GREY variables as independence measures.
Milliron (2000) defines accountability in terms of the alignment of the direc-
tors’ incentives and the firms’ incentives. She uses measures such as the percen-
tage of shares owned by the directors and whether part of the director’s
compensation is equity based to represent accountability. Because our compa-
nies, for the most part, lack tradable shares, it is not possible for them to use
equity shares as an alignment mechanism. In the absence of this mechanism,
accountability will be driven largely by human capital factors, i.e., as Fama and
Jensen (1983) posit, directors will want to develop reputations as effective
directors. Thus, we use our DIRREP variable to represent accountability.
Similar to Milliron (2000), we use a principle components analysis to identify
single measures for the board effectiveness sub-category and independence sub-
category. We first factor analyze BDSIZE, CEOBD and BUSY and then factor
analyze INSIDE and GREY. Each analysis yields only one factor with an
eigenvalue in excess of one, and we use the factor scores for these two factors
to represent board structure and independence. Since we have only one variable
in the accountability sub-category, we use DIRREP to represent accountability.
We include the three measures representing board structure, accountability, and
independence in place of the individual board variables in the regression model
shown in Table 3. These results are provided in Table 5. We find that the board
effectiveness and accountability sub-components are significant and correctly
signed, but the independence variable is not significant. While the latter result is
not surprising since the INSIDE and GREY are insignificant, one explanation is
that the relatively smaller percentage of inside and grey directors in the public sector
companies – 30 percent vs. 49.9 percent for Cahan and Wilkinson’s (1999) sample
of private sector companies in NZ – diminishes their influence.
As a final analysis, we compute a composite board measure. We do this by
first reverse coding the accountability (i.e., DIRREP) variable so 1 corresponds
BOARD STRUCTURE AND EXECUTIVE COMPENSATION 455
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with low director quality and then standardizing the board structure, account-
ability, and independence variables used in Table 5 so each has a mean of 0 and
a standard deviation of 1. Next, we add the standardized values for three
variables for each observation. While this assumes that each factor is equally
important, lacking a more comprehensive theory of corporate governance, this
seems reasonable. Under this scoring system, a high score indicates a weaker
board while a low score suggests a stronger board.
Using this composite figure in place of the three sub-components, we find
(results not tabulated) that its coefficient is significant (t ¼ 2.188, p < 0.032) and
positively signed. This result indicates that weak boards pay more CEO com-
pensation than stronger boards after controlling for discretion/complexity, per-
formance, and industry variables, which confirms our earlier results.
In their paper, Core et al. (1999) note that finding weaker boards are asso-
ciated with higher compensation could be interpreted in two ways. Either weak
boards succumb to managerial power and pressure (i.e., management is
Table 5
Regression of CEO Compensation on Composite Board Variables, and
Discretion/Complexity, Performance, Ownership, and Industry Control
Variables
Variable Expected Sign Coefficient t-value Significance
Board compositionBOARD EFFECTIVENESS þ 13.213 1.456 0.075ACCOUNTABILITY � �29.536 �1.623 0.055INDEPENDENCE þ 8.522 1.031 0.153
Discretion/complexityFSIZE þ 0.00018 6.705 0.000NSUB þ 13.964 3.609 0.001NSEG þ 19.646 1.559 0.062
PerformanceROA þ 224.849 2.152 0.018
OwnershipONEOWN ? �13.284 �0.485 0.629LISTED ? 70.550 1.791 0.078
Model summaryAdjusted R2 0.642F-statistic 10.451F significance 0.000Observations 80
Notes:
See Table 1 for variable definitions. Industry control variables are not shown. Significance
levels are based on a one-tailed test where a sign is predicted and a two-tailed test otherwise.
456 CAHAN, CHUA AND NYAMORI
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entrenched) or high compensation is the result of efficient contracting where
CEOs with more skills and responsibilities are paid more. For example, a
positive and significant coefficient for CEOBD could arise if a CEO who is
also on the board and has more responsibility receives additional compensation
for that (i.e., an efficient response). Core et al. (1999, p. 391) examine these two
explanations by computing an excess compensation variable which they define
as the ‘predicted component of compensation arising from the board and own-
ership structure variables in excess of our controls for the standard economic
determinants of compensation.’ However, Talmor and Wallace (2000), in con-
ducting similar tests, use the residual from regressing performance, CEO, board
effectiveness, and discretionary variables on CEO total compensation as a
measure of excess compensation. We use the Talmor and Wallace measure
because if board structure is endogenous, board structure is determined by
firm characteristics and the Core et al. measure will reflect these characteristics
rather than the board’s monitoring ability.
While both Core et al. (1999) and Talmor and Wallace (2000) relate their
excess compensation measure to two-year ahead performance measured by
accounting ROA and stock returns, because we use current data, at the time
of our study we do not have two-year ahead data for our sample. Additionally,
aside from the six listed firms, we do not have stock returns.
Instead, we examine the relationship between excess compensation and
board turnover. We expect that in the worst case, both management and
the board are entrenched. When the board is entrenched, board members
are not effective monitors, and they can become puppets of the manage-
ment. Here, managers would have little incentive to push for changes in the
board. Thus, entrenched boards should have low turnover. Also, since
entrenched boards have weak control over management, CEO compensa-
tion is likely to be excessive in these cases. Accordingly, if management/
board entrenchment is driving our results, we expect that excess compensa-
tion will be high in companies where board turnover is low. However, if the
alternative hypothesis applies – i.e., low board turnover is an efficient
response (e.g., board members serve extended terms because they are
doing a good job), we expect excess compensation in low board turnover
companies will be equal to or lower than excess compensation in high board
turnover companies.
To test this, we use two measures of board turnover. First, we use the number
of new directors (i.e., directors appointed during the year) as a percentage of total
directors at the end of the year. Second, we use total board turnover which is
defined as the sum of number of new directors and the number of directors
leaving during the year divided by two times the total number of directors. This
number will differ from the first measure when the total board size changes as a
result of board turnover (e.g., if more new directors are appointed than the
number resigning). We classify observations into a low (high) turnover group if
the observation is below (above) the median.
BOARD STRUCTURE AND EXECUTIVE COMPENSATION 457
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Table 6 provides these results. We use the undeflated excess CEO compensa-
tion and the excess CEO compensation deflated by CEO compensation in line
with Talmor and Wallace (2000). We find that for both measures, when board
turnover is low, excess compensation is high, and the four t-values are significant
at the 0.10 level or better. This supports the view that boards with low turnover
are weaker and are more likely to give in to management. Thus, our results are
consistent with Core et al. (1999) who find evidence of managerial entrenchment
in private sector firms.
CONCLUSION
We examine the association between several board characteristics used in prior
private sector-based research (e.g., Cyert et al., 1997; Core et al., 1999; and
Talmor and Wallace, 2000) and the level of CEO compensation. In addition, we
include three other categories of explanatory variables – i.e., managerial discre-
tion/task complexity, performance, and ownership variables – and industry
control variables.
Using a sample of 80 New Zealand public sector companies, we find that
similar to private sector studies, board size, whether the CEO sits on the board,
and director quality are related to CEO pay. However, variables representing
the percentage of busy directors, grey directors, and inside directors are not
significantly related to pay, but the prior evidence on these variables has been
mixed. Also, out of the four categories of explanatory variables, we find that our
Table 6
Results for t-Tests Comparing Excess CEO Compensation in Companies with
High and Low Board Turnover
Mean Excess CEO Compensation
Undeflated Deflated
New directors No new directors 0.2962 0.6018New directors 0.2307 0.4900t-value 1.512* 1.667*
Total turnover Below median 0.3056 0.6324Above median 0.2265 0.4650t-value 1.867** 2.593***
Notes:
*Significant at the 0.10 level based on a one-tailed test.
**Significant at the 0.05 level based on a one-tailed test.
***Significant at the 0.01 level based on a one-tailed test.
458 CAHAN, CHUA AND NYAMORI
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board variables have the second highest incremental explanatory power after
variables related to managerial discretion and complexity. This is similar to
Talmor and Wallace (2000) who use a much larger sample of US financial
sector firms. Lastly, we find boards with low turnover pay excessive compensa-
tion to their CEOs which suggests that managerial entrenchment, not efficient
contracting, is behind our results. In this way, our results are consistent with
Core et al. (1999).
The similarity between our results and those in prior research are striking,
particularly given dramatic differences in entity size, focus, and ownership and in
the way CEO compensation packages are structured (e.g., private sector CEO pay
packages often include stock-based compensation). However, this is reassuring as it
suggests that the academic theories on which the prior research is based are not
context specific and that it confirms that organisational form is important.
Our results suggest that board structure is important in the New Zealand
public sector. Public sector boards that exhibit characteristics that have been
shown to be associated with board effectiveness in the private sector are more
likely to constrain CEO pay, after controlling for other non-board factors
affecting CEO pay. That is, similar to the private sector, weaker boards pay
CEOs more.
Our research makes several contributions. First, we contribute to prior
academic research. Specifically, prior studies have not examined the relation
between board structure and CEO compensation in public sector compa-
nies, and Hermalin and Weisbach (2000) note that generally there is a lack
of empirical research examining corporate governance effectiveness in the
public sector. Second, our study has practical implications. While we
acknowledge that we examine only one type of board decision, we find
evidence that board structure matters in the public sector in the same way it
matters in the private sector. Thus, our results suggest that efforts to adopt
private sector-style boards in the public sector are not unfounded. Third,
our research adds directly to the policy debate regarding corporate govern-
ance in the public sector. For example, the OECD (2004) recently issued
draft guidelines on corporate governance in state-owned enterprises. Our
research provides evidence that may be useful in assessing the appropriate-
ness of the proposed guidelines for boards in these entities (e.g., see section
VI of OECD 2004).
APPENDIX
AgResearch Ltd
Airways Corporation of New Zealand
Ltd
Alpine Energy Ltd
Animal Control Products Ltd
Auckland Healthcare Ltd
BOARD STRUCTURE AND EXECUTIVE COMPENSATION 459
# Blackwell Publishing Ltd 2005
Auckland International Airport Ltd
Buller Electricity Ltd
Canterbury Health Ltd
Capital Coast Health Ltd
Central Electric Ltd
CentrePort Ltd
Christchurch International Airport Ltd
Citiworks Ltd
Counties Manukau Health Ltd
Counties Power Ltd
Crop and Food Research Ltd
Dunedin International Airport Ltd
Eastland Network
Electricity Ashburton Ltd
Electricity Invercargill Ltd
Environmental Science and Research Ltd
Good Health Wanganui Ltd
Government Property Services Ltd
Hawkes Bay Power Ltd
Health South Canterbury Ltd
Healthcare Hawkes Bay Ltd
Horticulture and Food Research
Institute of New Zealand Ltd
Housing New Zealand Ltd
Hutt Valley Health Ltd
Industrial Research Ltd
Institute of Geological and Nuclear
Services Ltd
Invercargill Airport Ltd
Landcare Research Ltd
Learning MediaLtd
Lyttleton PortCompany Ltd
MainPower New Zealand Ltd
Marlborough Electric Ltd
Meterological Service of New Zealand
Ltd
MidCentral Health Ltd
National Meteorological Service of
New Zealand Ltd
Nelson Marlborough Health Services
Ltd
New Zealand Forest Research
Institute Ltd
New Zealand Post Ltd
New Zealand Symphony Orchestra Ltd
Northland Health Ltd
Northland Port Corporation (NZ)
Ltd
Northpower Ltd
Orion New Zealand Ltd
Otago Power Ltd
Palmerston North Airport Ltd
Port of Auckland Ltd
Port of Gisborne Ltd
Port of Napier Ltd
Port of Nelson Ltd
Port of Tauranga Ltd
Port of Timaru Ltd
PowerNet Ltd
Queenstown Airport Corp Ltd
R Corporation Ltd
ScanPower Ltd
Selwyn Plantation Board Ltd
Solid Energy New Zealand Ltd
South Port New Zealand Ltd
Southern Health Crown Enterprise
Taranaki Healthcare Ltd
Tasman Energy Ltd
The Power Company Ltd
Timberlands West Coast Ltd
Top Energy Ltd
Transpower New Zealand Ltd
TVNZ Ltd
Vehicle Testing New Zealand Ltd
Waikato Regional Airport Ltd
Waipa Networks Ltd
Wairarapa Crown Health Ltd
Waitaki Power Ltd
Waitemata Health Ltd
Watercare Services Ltd
Westgate Transport Ltd
Westpower Ltd
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NOTES
1 Criticism over CEO pay is not limited to the public sector in New Zealand. Pay packages ofCEOs in private sector companies have also come under attack (e.g., Howie, 2000).
2 In December 2003, the Labour government introduced the Crown Entities Bill which includesprovisions that would curtail taxpayer-funded golden handshakes (Berry, 2003).
3 Hermalin and Weisbach (2000) and Brickley et al. (2003) among others have recently made callsfor more research on non-private sector boards.
4 In New Zealand public sector entities, the board has the primary responsibility for employing andremunerating the CEO although under various legislation the State Services Commissioner mayhave an oversight/consultative role (e.g., see www.ssc.govt.nz).
5 For example, Brockett (2000, p. 1) reports that the NZ government ‘is looking to raid the balancesheets of five key state-owned enterprises to free up cash for its big spending programme.’ Underthe plan, the government would force the state-owned enterprises to pay a special dividend to payfor social policies such as low-income housing (Brockett, 2000).
6 For example, shares in state-owned enterprises and crown-owned companies are held by ashareholding minister.
7 Boards are ultimately responsible to their government owners in the same way private boards areresponsible to their shareholders. In the New Zealand public sector, the Treasury, the CrownCompany Monitoring Advisory Unit, and the State Services Commissioner can also have over-sight roles.
8 Other recent studies examine CEO compensation in US nonprofit hospitals (e.g., Brickley andvan Horn, 2002; and Eldenburg and Krishnan, 2003) but do not explicitly examine the link withboard structure. Similarly, Baber, Daniel and Roberts (2002) examine CEO compensation incharitable organisations but do not examine board characteristics.
9 This does not mean boards are unimportant in the private sector. Indeed as Jensen (1993, p. 862)notes: ‘The board, at the apex of the internal control system, has the final responsibility for thefunctioning of the firm.’
10 While public sector boards have a significant control function, boards in the public sector alsosuffer from weaknesses that may counteract their effectiveness (e.g., see Herzlinger, 1996; andBrickley et al., 2003). The directors of public sector companies are agents of the governmentwhich results in agency problems. While the same agency problems arise in private sectorcompanies, the lack of alienable residual claims again puts the public sector entity at a disadvan-tage. For example, unlike private sector companies, directors cannot be given shares to align theirinterests with the shareholders. Likewise, to the extent that a director’s reputation and humancapital will be tied to the firm’s performance, it is more difficult to assess the firm’s performance inthe absence of traded shares. Thus, the incentive of directors to expend time and energy to closelymonitor the entity may be reduced in public sector settings resulting in weaker oversight (e.g., seeSmith, 2000).
11 In empirical tests, outside directors are often subdivided into independent outside directors andaffiliated or grey directors where the latter are outsiders who have close ties with the company(e.g., Lee et al., 1992).
12 However, Baysinger and Butler (1985) argue the opposite, i.e., large boards have more diverseskills which are useful in dealing with the various functions the board must fulfill.
13 Other factors which may impact on board effectiveness include the probability of bankruptcy(e.g., Jensen, 1993; and Cyert et al., 1997), the director’s age (e.g., Core et al., 1999), and thetenure of the CEO (e.g., Talmor and Wallace, 2000).
14 We examine the non-respondents and find no evidence of industry clustering.15 We ran sensitivity tests with COMP set at $90,000 and at $80,000, and with these 12 observations
omitted without any significant changes in the results.16 While Coughlan and Schmidt (1985) and Murphy (1985) find support for an association between
market-based rates of returns and CEO compensation and while stock options are an importantand useful part of an overall compensation measure, share prices are very noisy signals ofperformance (e.g., Talmor and Wallace, 2000). This is because share prices contain a significantmarket component and also are affected by changes in demand that may not be related tomanagerial performance.
17 The maximum is for Contact Energy Limited.18 We also ran the model using the natural log of COMP. The results are qualitatively the same.
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19 Talmor andWallace (2000) find that the results for their busy variable are inconsistent. For example,their busy variable is positive and significant in only three of the six models in their Table V.
20 Bhagat and Black (1999) find a negative relation between board independence and firm performance.21 We also examine the possible effects of multicollinearity by re-estimating two reduced models of
regression model in Table 3 similar to Talmor and Wallace (2000). Using the backward regres-sion procedure in SPSS, we estimate models with 12 and 9 independent variables. The coeffi-cients and t-values for the significant variables are very stable when compared with the resultsfrom the full model which suggests that over-identification is not a problem.
22 Our results are very similar to Talmor and Wallace (2000). They find that the discretion/complexity and board structure variable have the most explanatory power, followed by ownershipand then performance.
REFERENCES
Agrawal, A. and C. Knoeber (1996), ‘Firm Performance and Mechanisms to Control AgencyProblems between Managers and Shareholders’, Journal of Financial and Quantitative Analysis,Vol. 31, pp. 377–97.
Alchian, A. (1977), ‘Some Economics of Property Rights’, in Economic Forces at Work (Liberty Press,Indianapolis, IN).
Baber, W., P. Daniel and A. Roberts (2002), ‘Compensation to Managers of CharitableOrganizations: An Empirical Study of the Role of Accounting Measures of Program Activity’,The Accounting Review, Vol. 77, pp. 679–93.
Baysinger, B. and H. Butler (1985), ‘Corporate Governance and the Board of Directors: PerformanceEffects of Changes in Board Composition’, Journal of Law, Economics and Organizations, Vol. 1, pp.101–24.
Beasley, M. (1996), ‘An Empirical Analysis between the Board of Director Composition andFinancial Statement Fraud’, The Accounting Review, Vol. 71, pp. 443–66.
Beatty, R. and E. Zajack (1994), ‘Managerial Incentives, Monitoring, and Risk Bearing: A Study ofExecutive Compensation, Ownership, and Board Structure in Initial Public Offerings’,Administrative Sciences Quarterly, Vol. 39, pp. 313–35.
Berry, R. (2003), ‘Parliament Looks to Put End to Golden Handshakes’, The New Zealand Herald(4 December).
Bhagat, S. and B. Black (1999), ‘The Uncertain Relationship between Board Composition and FirmPerformance: An Empirical Investigation’, Business Lawyer, Vol. 54, pp. 921–46.
Black, B., R. Kraakman and A. Tarassova (2000), ‘Russian Privatisation and Corporate Governance:What Went Wrong?’, Stanford Law Review, Vol. 52, pp. 1731–808.
Boardman, A. and A. Vining (1992), ‘Ownership Versus Competition: Efficiency in PublicEnterprises’, Public Choice, Vol. 73, pp. 205–39.
Bollard, A. and R. Buckle (eds.) (1987), Economic Liberalisation in New Zealand (Allen and Unwin,Wellington, NZ).
Boyd, B. (1994), ‘Board Control and CEO Compensation’, Strategic Management Journal, Vol. 15,pp. 335–44.
Brickley, J., J. Coles and R. Tory (1994), ‘Outside Directors and the Adoption of Poison Pills’,Journal of Financial Economics, Vol. 35, pp. 371–90.
——— and R. van Horn (2002), ‘Incentives in Nonprofit Organizations: Evidence from Hospitals’,Journal of Law and Economics, Vol. 45, pp. 227–50.
——— ——— and G. Wedig (2003), ‘Broad Structure and Executive Compensation in NonprofitOrganizations: Evidence from Hospitals’, Working Paper (University of Rochester).
Brockett, M. (2000), ‘Plan to Raid SOEs for Social Policy Cash’, The Dominion (22 September), p. 1.Byrd, J. and K. Hickman (1992), ‘Do Outside Directors Monitor Managers? Evidence from Tender
Offer Bids’, Journal of Financial Economics, Vol. 32, pp. 195–221.Cahan, S. and B. Wilkinson (1999), ‘Board Composition and Regulatory Change: Evidence from
the Enactment of New Companies Legislation in New Zealand’, Financial Management, Vol. 28,pp. 32–42.
California Public Employees Retirement System (1998), Corporate Board Effectiveness Core Principles andGuidelines (CALPERS, Sacremento, CA).
462 CAHAN, CHUA AND NYAMORI
# Blackwell Publishing Ltd 2005
Core, J., R. Holthausen and D. Larcker (1999), ‘Corporate Board Effectiveness, Chief ExecutiveOfficer Compensation, and Firm Performance’, Journal of Accounting and Economics, Vol. 51,pp. 371–406.
Coughlan, A. and R. Schmidt (1985), ‘Executive Compensation, Managerial Turnover and FirmPerformance: An Empirical Investigation’, Journal of Accounting and Economics, Vol. 7, pp. 43–66.
Cyert, R., S. Kang, P. Kumar and A. Shah (1997), ‘Corporate Board Effectiveness, OwnershipStructure, and CEO Compensation’, Working Paper (Carnegie Mellon University).
Demsetz, H. and K. Lehn (1985). ‘The Structure of Corporate Ownership: Causes andConsequences’, Journal of Political Economy, Vol. 93, pp. 1155–77.
Dewenter, K. and P. Malatesta (2001), ‘State-owned and Privately-owned Firms: An EmpiricalAnalysis of Profitability, Leverage, and Labor Intensity’, American Economic Review, Vol. 91,pp. 320–34.
Dyck, I. and K. Wruck (1999), ‘The Government as Venture Capitalist: Organisational Structure andContract Design in Germany’s Privatisation Process’, European Financial Management, Vol. 5,pp. 43–68.
Edwards, B. (1999), ‘No Golden Handshakes with Labour, Says Clark’, The Evening Post (19 July), p. 3.Eisenberg, T., S. Sundgren and M. Wells (1998), ‘Larger Board Size and Decreasing Firm Value in
Small Firms’, Journal of Financial Economics, Vol. 48, pp. 35–54.Eldenburg, L. and R. Krishnan (2003), ‘Public Versus Private Governance: A Study of Incentives and
Operational Performance’, Journal of Accounting and Economics, Vol. 35, pp. 377–404.Espiner, G. (1999), ‘Govt Ends Lavish Severance Payouts’, The Evening Standard (15 July), p. 1.Fama, E. (1980), ‘Agency Problems and the Theory of the Firm’, Journal of Political Economy, Vol. 88,
pp. 715–32.——— and M. Jensen (1983), ‘Separation of Ownership and Control’, Journal of Law and Economics
Vol. 26, pp. 301–25.Finklelstein, S. and D. Hambrick (1989), ‘Chief Executive Compensation: A Study of the Intersection
of Market and Political Processes’, Strategic Management Journal, Vol. 10, pp. 121–34.Galal, A., L. Jones, P. Tandon and I. Vogelsang (1994), Welfare Consequences of Selling Public Enterprises
(Oxford University Press, London).Hackman, J. (ed.) (1990), Groups That Work (Jossey-Bass, San Francisco, CA).Hart, O., A. Shleifer and R. Vishny (1997), ‘The Proper Scope of Government: Theory and
Application to Prisons’, Quarterly Journal of Economics, Vol. 92, pp. 1127–62.Hawkins, B. (1999), ‘Crown Entities under Scrutiny’, The Evening Post (12 July), p. 5.Hermalin, B. and M. Weisbach (1991), ‘The Effects of Board Composition and Direct Incentives on
Firm Performance’, Financial Management, Vol. 20, pp. 101–12.——— ——— (1998), ‘Endogenously Chosen Boards of Directors and Their Monitoring of the
CEO’, American Economic Review, Vol. 88, pp. 96–118.——— ——— (2000), ‘Boards of Directors as an Endogenously Determined Institution: A Survey of
the Economic Literature’, Working Paper (University of California at Berkley).Herzlinger, R. (1996), ‘Can Public Trust in Nonprofits and Government be Restored?’, Harvard
Business Review (March-April), pp. 97–107.Howie, C. (2000), ‘Paying Top Dollar’, The Dominion (21 October), p. 23.Hubbard, A. (2000), ‘The Fall of Chairman Meo’, Sunday Star Times (20 February), p. 9.James, C. (1992), New Territory: The Transformation of New Zealand 1984–1992 (Bridget Williams,
Wellington, NZ).Jensen, M. (1993), ‘The Modern Industrial Revolution, Exit, and Failure of Internal Control
Systems’, Journal of Finance, Vol. 48, pp. 830–79.——— and W. Meckling (1976), ‘Theory of the Firm: Managerial Behavior, Agency Costs and
Ownership Structure’, Journal of Financial Economics, Vol. 3, pp. 305–60.——— ——— (1992), ‘Specific and General Knowledge, and Organisation Structure’ in L. Werin
and H. Wijkander (eds.), Contract Economics (Basil Blackwell, Oxford).——— and K. Murphy (1990), ‘Performance Pay and Top-management Incentives’, Journal of
Political Economy, Vol. 98, pp. 225–84.Joskow, P. and N. Rose (1994), ‘CEO Pay and Firm Performance: Dynamics, Asymmetries, and
Alternative Performance Measures’, Working Paper (MIT).Ke, B., K. Petroni and A. Safieddine (1999), ‘Ownership Concentration and Sensitivity of Executive
Pay to Accounting Performance Measures: Evidence from Publicly and Privately-heldInsurance Companies’, Journal of Accounting and Economics, Vol. 28, pp. 185–209.
BOARD STRUCTURE AND EXECUTIVE COMPENSATION 463
# Blackwell Publishing Ltd 2005
Kells, B. (1999), ‘Room for More Corporate Accountability’, Evening Standards (15 November), p. 13.Kelsey, J. (1995), The New Zealand Experiment: A World Model for Structural Adjustment (Auckland
University Press, Auckland, NZ).Kesner, I., B. Victor and B. Lamont (1986), ‘Board Composition and the Commission of Illegal Acts:
An Investigation of Fortune 500 Companies’, Academy of Management Journal, Vol. 29, pp. 789–99.
Klein, A. (1998), ‘Firm Performance and Board Committee Structure’, Journal of Law and Economics,Vol. 41, pp. 275–303.
Lambert, R., D. Larcker and K. Weigelt (1993), ‘The Strucutre of Organisational Incentives’,Administrative Sciences Quarterly, Vol. 38, pp. 438–61.
Langdon, C. (2002), ‘Golden Handshakes for Former State Workers’, The Dominion (19 June), p. 1.Lee, C., S. Rosenstein, N. Rangan and W. Davidson (1992), ‘Board Composition and Shareholder
Wealth: The Case of Management Buyouts’, Financial Management, Vol. 21, pp. 58–72.Lewellen, W. and B. Huntsman (1970), ‘Managerial Pay and Corporate Performance’, American
Economic Review, Vol. 60, pp. 710–20.Lipton, M. and J. Lorsch (1992), ‘A Modest Proposal for Improved Corporate Board Effectiveness’,
Business Lawyer, Vol. 48, pp. 59–77.Megginson, W., R. Nash and M. van Randenborough (1994), ‘The Financial and Operating
Performance of Newly Privatized Firms: An International Empirical Analysis’, Journal ofFinance, Vol. 49, pp. 403–52.
Milliron, J. (2000), ‘Board of Director Incentive Alignment and the Design of ExecutiveCompensation Contracts’, Working Paper (University of Chicago).
Murphy, K. (1985), ‘Corporate Performance and Managerial Remuneration: An Empirical Analysis’,Journal of Accounting and Economics, Vol. 7, pp. 11–42.
——— (1998), ‘Executive Compensation’, Working Paper (University of Southern California).National Association of Corporate Directors (1996), ‘Report of the NACD Blue Ribbon Commission
on Director Professionalism’.Neter, J., W. Wasserman and M. Kutner (1985), Applied Linear Statistical Models: Regression, Analysis of
Variance, and Experimental Design, Second Edition (Irwin, Homewood, IL).New Zealand Business Roundtable (1988), State Owned Enterprise Policy Issues in Ownership and Regulation
(NZ Business Roundtable, Wellington, NZ).OECD (2004), Guidelines on Corporate Governance of State-owned Enterprises (retrieved from: http://
www.ecgi.org/codes/documents/oecd_guidelines_dec2004.pdf).Olson, M (1971), The Logic of Collective Action: Public Goods and the Theory of Groups (Harvard University
Press, Cambridge, MA).Pfeffer, J. (1981), Power in Organisations (Pitman, Boston, MA).Rosen, S. (1981), ‘The Economics of Superstars’, American Economic Review, Vol. 71, pp. 270–94.——— (1982), ‘Authority, Control and the Distribution of Earnings’, Bell Journal of Economics, Vol. 13,
pp. 311–23.Ross, S., (1973), ‘The Economic Theory of Agency: The Principals Problem’, American Economic
Review, Vol. 62, pp. 134–39.Sappington, D. and J. Stiglitz (1987), ‘Privatisation, Information and Incentives’, Journal of Policy
Analysis and Management, Vol. 6, pp. 567–82.Schmidt, K. (1996), ‘The Costs and Benefits of Privatisation: An Incomplete Contracts Approach’,
Journal of Law, Economics, and Organizations, Vol. 12, pp. 1–24.Shivdasani, A. (1993), ‘Board Composition, Ownership Structure, and Hostile Takeovers’, Journal of
Accounting and Economics, Vol. 16, pp. 167–98.Simunic, D. (1980), ‘The Pricing of Audit Services: Theory and Evidence’, Journal of Accounting
Research, Vol. 18, pp. 161–90.Sloan, R. (1993), ‘Accounting Earnings and Top Executive Compensation’, Journal of Accounting and
Economics, Vol. 16, pp. 55–110.Smith, P. (2000), ‘Hawkesby Fiasco Seems Likely to Hasten Demise of TVNZ’s Culture’, The National
Business Review (4 February), p. 1.Spicer, B., D. Emanuel and M. Powell (1996), Transforming Government Enterprises: Managing Radical
Organisational Change in Deregulated Environments (The Centre for Independent Studies, St.Leonards, NSW).
Steiner, I. (1972), Group Process and Productivity (Academic Press, New York, NY).
464 CAHAN, CHUA AND NYAMORI
# Blackwell Publishing Ltd 2005
Talmor, E. and J. Wallace (2000), ‘A Unified Analysis of Executive Pay: The Case of the FinancialSector’, Working Paper (University of California, Irvine).
The Daily News (2000), ‘Little Sympathy with Board, Management Quandry Facing TVNZ’(9 February), p. 8.
The Economist (1990), ‘The Kiwi Experiment’ (3 November), p. 19.The Economist (1991), ‘The Mother of All Reformers’ (16 October), p. 18.The Evening Post (2002), ‘PM Seeks Answers into NZ Post Payouts’ (29 April), p. 2.Vafeas, N. (2000), ‘Board Structure and the Informativeness of Earnings’, Journal of Accounting and
Public Policy, Vol. 19, pp. 139–60.Weisbach, M. (1988), ‘Outside Directors and CEO Turnover’, Journal of Financial Economics, Vol. 20,
pp. 431–60.Yermack, D. (1996), ‘Higher Market Valuation for Firms with a Small Board of Directors’, Journal of
Financial Economics, Vol. 40, pp. 185–211.
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