Corporate Governance Characteristics of Most Admired Companies
Corporate Governance Characteristics of Most Admired Companies
Corporate Governance Characteristics of Most Admired Companies
3; March 2015
Obeua S. Persons
Associate Professor of Accounting
School of Business Administration
Rider University
2083 Lawrence Road
Lawrenceville, NJ 08648
U.S.A.
Abstract
This study compared ten corporate governance characteristics including independent-director compensation of
50 world’s most admired companies to those of their matched not-admired firms. Three significant findings are
documented. First, most admired companies had less ownership concentration, a higher percentage of female
directors, higher board independence and longer director tenure, and tended to be a founding-family firm.
Second, most admired companies provided their independent directors with higher total compensation mainly in
cash and stock compensation. Third, most admired companies’ independent-director compensation is made up of
a lower percentage of cash and a higher percentage of stock and options than that of their matched companies.
This suggests that most admired companies tried harder to align the interest of their independent directors with
that of their shareholders by making their directors’ pay more sensitive to overall firm performance. These three
findings should be useful for other companies that want to emulate most admired companies’ corporate
governance so as to improve their performance.
Keywords: Corporate Governance, Most Admired Companies, Director Compensation, Ownership
Concentration, Female Directors, Board Independence
1. Introduction
This study examines ten corporate governance characteristics of most admired companies and their matched not-
admired peers. Such examination is motivated by the finding of Persons (2013) that most admired companies
performed financially better than their matched peers during an economically tough time of the 2007-2009
recession. Because corporate governance, mechanisms that induce managers to behave in the best interest of
shareholders, can definitely affects a company’s performance, it is crucial to find out which corporate governance
characteristics differentiate most admired companies from their matched peers, and enable them to outperform
their competitors during this longest and worst recession. Any entity can perform well during an expanding
economy, but only a company with superior corporate governance could shine through a tough period of the
recession. Although the Hay Group, that conducted the survey of “Most Admired Companies” for Fortune, has
used corporate governance as one of its rating criteria, Fortune does not provide any detail about these
companies’ corporate governance.
An identification of these companies’ distinctive corporate governance features during this trying time of 2007-
2009 recession can serve as benchmark of best practices for other companies. Corporate governance, particularly
issues about board of directors and director compensation has received a great deal of attention from the media
and the business community around the world after the major business failures at well-known companies
including Enron, WorldCom and Parmalat. This study’s findings, which remain virtually the same when the
corporate governance data are from a more recent year of 2013, should provide further insight into these issues,
and contribute to the literature in corporate governance. None of earlier empirical studies about most admired
companies examined their corporate governance.
The paper is organized as follows. The next section discussed the ten corporate governance aspects. This is
followed by a section about data collection and research design, results section, and lastly, conclusions section.
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International Journal of Business and Social Science Vol. 6, No. 3; March 2015
According to the agency theory, a benefit of a founding family firm is that the family has strong financial
incentive to improve firm performance because they have high equity, and its stake in the firm represents most of
the family wealth. Another benefit is that founding-family firms have an effective organizational structure
(Anderson and Reeb, 2003). However, a weakness of a founding family firm is that the main purpose of
shareholding is more likely to preserve their control rather than investing for capital gain. In this case, a
founding-family firm might not pay enough attention to firm performance and may take actions that benefit the
family at the expense of other small shareholders (Saito, 2008). Anderson and Reeb (2003), Lee (2004), and
Villalonga and Amit (2006) studied founding-family firms in the U.S., and found that family firms performed
better financially than nonfamily firms. Maury (2006) showed that in Western Europe, founding-family firms are
more profitable than nonfamily firms. On the other hand, studies of U.S. firms by Bennedsen et al. (2007) and
Perez-Gonzalez (2006) found that nepotism within a family firm hurts firm performance. Because of the mixed
evidence, there is no expectation about whether or not most admired companies are founding-family firms.
2.10 Independent Directors’ Compensation
Several empirical studies including Becher et al. (2005) and Fich and Shivdasani (2005) indicate that
compensating directors with stock options and full-value stock units are associated with higher levels of firm
performance. Ertugrul and Hegde (2009) also report that the greater the ratio of outside directors' stock and
option compensation to total compensation, the lower the debt-related agency problems (i.e., lower average yield
spreads on the firms' outstanding bonds). Between stock options and full-value stock units, full-value stock units
seem to be a better way to compensate independent directors because they are associated with better performance
or lower debt-related agency problems if the full-value stock units induce directors to adopt a long-term
perspective in their monitoring and decision making (Ertugrul and Hegde, 2009 and Khalil et al., 2008). As a
result, Magnan et al. (2010) state that the popularity of stock options as an incentive compensation for
independent directors has waned, with a full-value stock units emerging as the preferred approach. Based upon
these studies’ findings, this study expects that: (1) most admired companies compensate their independent
directors with more full-value stock units and stock options as a percentage of total director compensation than
their matched peers, and (2) most admired companies’ total director compensation has a higher percentage of full-
value stock units than stock options.
3. Data Collection and Methodology
This study used the rating in Fortune article, the World’s Most Admired Companies, (Bernasek, 2010) to compare
corporate governance of the 50 all-star companies that included 40 U.S. firms and ten foreign firms with another
50 control companies. Although this article was published in March 2010, the survey was conducted in 2009
close to the end of the recession. The reason for using this 2010 ranking is because it is likely that survey subjects
considered the company ability to weather the recession from its beginning to its ending in rating these firms as
50 world’s most admired companies. Most entities likely do well during a good expanding economy, but only
exceptionally managed companies with superior corporate governance could shine through a tough period of the
recession. A control company was matched with each of the World’s Most Admired Companies on the basis of
industry (SIC code) and firm size measured by total assets. This study also tried to match on the basis of home
country or geographical region because corporate governance could differ across countries and regions.
This study used the SEC online EDGAR database to collect data on corporate governance and independent-
director compensation of the 100 sample firms. These data are from proxy statements (Form def-14a) for U.S.
firms and Form 20-F for foreign firms. The data are for the year 2009 only because corporate governance
structure stayed about the same across these three years of the recession. Two univariate tests, t-test and
Wilcoxon rank-sum test, were used to assess the significance of the difference in corporate governance
characteristics between the two groups.
4. Results
Table 1 presents corporate governance characteristics that are significantly different between the two groups
based on both t-test and Wilcoxon rank-sum test.
In the order of their significance level, these characteristics are: (1) ownership concentration, (2) whether it is a
founding-family firm, (3) a percentage of female directors, (4) the board-of-director independence, and (5) an
average tenure of independent directors. Most admired companies tend to have a smaller percentage of their
shares owned by block holders, in other words, there is more ownership dispersion among these companies.
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International Journal of Business and Social Science Vol. 6, No. 3; March 2015
Founder involvement in directing/managing the company is also more common among the 50 most admired
companies such as Apple, Google, Microsoft, Berkshire Hathaway and Wal-Mart. They also have a higher
percentage of female directors. This greater gender diversity at the board level could provide a competitive
advantage to most admired companies, and possibly, contribute to their better financial performance reported in
Persons (2013). Most admired companies also have higher board independence and a longer average tenure
among their independent directors. These two characteristics help strengthen the monitoring effectiveness of their
board of directors.
Corporate governance characteristics that did not significantly differ between the two groups are board size, CEO
chairing the board, CEO tenure and CEO ownership. Both groups have an average of 12 board members. Sixty
percent of most admired companies and 54% of not-admired companies have the same person as CEO and board
chairman. An average CEO tenure of both groups is about six to seven years. Most CEOs of both admired and
not-admired companies have a very small percentage of stock ownership in their companies, with the median
value of less than 0.12%.
Table 2 reports independent-director compensation of most admired companies vs. their matched peers for the
year 2009 only because director compensation did not change significantly across the three years of the recession.
The compensation is reported in total, and also disintegrated into cash, stock options and full-value stock units as
a percentage of total director compensation. Wilcoxon rank-sum test suggests that most admired companies
provided their independent directors with higher total compensation. The mean and the median values of the
disaggregated compensation clearly show that both groups did not use stock options as much as cash and full-
value stock units to compensate their independent directors. A further examination (not reported in the table)
reveals that, for both groups, using both cash and full-value stock unit is the most popular approach to compensate
independent directors, followed by using cash only. Only 25% of the 100 companies used stock options. These
findings are consistent with a recent trend among public corporations to shift away from stock options as a means
to compensate independent directors.
The strongest finding about the difference between the two groups in Table 2 is that most admired companies
provided their independent directors with a significantly lower percentage of cash compensation than their
matched not-admired peers. Another finding supported by t-test only (not Wilcoxon rank-sum test) is that most
admired companies provided their independent directors with more stock options and full-value stock units as a
percentage of total director compensation than their matched peers. In particular, the mean percentage of full-
value stock units is 38.36% for most admired companies vs. 29.68% for not-admired ones, and the mean
percentage of stock options is 13.10% for most admired companies vs. 5.97% for not-admired ones. These
findings are consistent with the study’s expectations that most admired companies compensate their independent
directors with more stock options and full-value stock units than their matched peers, and that most admired
companies’ total director compensation comprises of a higher percentage of full-value stock units than stock
options. These results suggest that most admired companies tried harder to align the interest of their independent
directors with that of their shareholders (i.e., make the directors’ pay more sensitive to firm performance) by
using director compensation plans with more emphasis on full-value stock units and, to a lesser extent, stock
options.
The study also performed a sensitivity test by using the 2013 data of the ten corporate governance aspects to
conduct the analysis. The results based upon 2013 data remain virtually the same as those reported here.
5. Conclusions
This study investigated ten corporate governance aspects including independent director compensation of 50
World’s most admired companies relative to their matched not-admired firms during the 2007-2009 recession. It
reported three significant findings. First, most admired companies had less ownership concentration, tended to be
a founding-family firm, had a higher percentage of female directors, higher board independence and longer
director tenure. Second, most admired companies provided their independent directors with higher total
compensation mainly in cash and stock compensation. Third, they tried to align the interest of their independent
directors with that of their shareholders by providing their directors with less cash and more stock and options as a
percentage of total compensation than their matched companies. These findings that are not sensitive to changing
the sample period should be useful for other companies that want to emulate these companies’ corporate
governance in order to improve their performance.
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References
Anderson, R.C. and Reeb, D.M. (2003). Founding family ownership and performance: Evidence form the S&P
500. Journal of Finance, 58, 1301-1327.
Anderson, R.C., Mansi, S.A. and Reeb, D.M. (2008) Board characteristics, accounting report integrity, and the
cost of debt. Journal of Accounting and Economics, 37, 315-342.
Beasley, M.S. (1996). An empirical analysis of the relation between the board of director composition and
financial statement fraud. The Accounting Review, 71(October), 443-465.
Beasley, M.S. and Salterio, S.E. (2001).The relationship between board characteristics and voluntary
improvements in audit committee composition and experience. Contemporary Accounting Research,
18(4), 539-570.
Becher, D.A., Campbell, T.L. and Frye, M. (2005). Incentive compensation for bank directors: The impact of
deregulation. Journal of Business, 78(5), 1753-1777.
Bedard, J., Chtourou, S.M. and Courteau, L. (2004).The effect of audit committee expertise, independence and
activity on aggressive earnings management.Auditing: A Journal of Practice and Theory,23(2), 13-35.
Bennedsen, M., Nielsen, K., Perez-Gonzalez, F. and Wolfenzon, D. (2007). Inside the family firm: The role of
family in succession decisions and performance. Quarterly Journal of Economics, 122, 647-691.
Bernasek, A. (2010). The world’s most admired companies. Fortune, 161(4), 121-126.
Campbell, K. and Minguez-Vera, A. (2008).Gender diversity in the boardroom and firm financial performance.
Journal of Business Ethics, 83, 435-451.
Carter, D.A., Simkins, B.J. and Simpson, W.G. (2003).Corporate governance, board diversity, and firm value.
Financial Review, 38, 33-53.
Catalyst. (2004). The Bottom Line: Connecting Corporate Performance and Gender Diversity. Catalyst, New
York.
Chaganti, R.S., Mahajan, V. and Sharma, S. (1985).Corporate board size, composition and corporate failures in
retailing industry. Journal of Management Studies, 22, 400-417.
Cheung, Y.-L., Stouraitis, A and Wong, A.W. (2005). Ownership concentration and executive compensation in
closely held firms: Evidence form Hong Kong. Journal of Empirical Finance, 12(4), 511-532
Colvin, G. (2009). The world’s most admired companies 2009. Fortune, 159(5), 75-80.
Daboub, A., Rasheed, A, Priem, R. and Gray, D. (1995). Top management team characteristics and corporate
illegal activity. Academy of Management Review, 20(January), 138-170.
Dechow, P.M., Sloan, R.G. and Sweeney, A.P. (1996). Causes and consequences of earnings manipulation: An
analysis of firms subject to enforcement actions by the SEC. Contemporary Accounting Research,
13(Spring), 1-36.
Djankov, S., La Porta, R., Lopez-de-Silanes, F. and Shleifer, A. (2008).The law and economics of self-dealing.
Journal of Financial Economics, 88(3), 430-465.
Eisenberg, T., Sundgren, S. and Wells, T.W. (1998). Larger board size and decreasing firm value in small firms.
Journal of Financial Economics, 48, 35-54.
Ertugrul, M. and Hegde, S. (2009).Board compensation practices and agency costs of debt.SSRN Working Paper
Series (September).
Fama E.F. (1980). Agency problem and the theory of the firm. Journal of Political Economy, 88, 288-308.
Fich, E. and Shivdasani, A. (2005).The impact of stock option compensation for outside directors on firm value.
Journal of Business, 78, 2229-2254.
Griffith, J. (1999). CEO ownership and firm value. Managerial and Decision Economics, 20(1), 1-8.
Granovetter, M. (2005).Business groups and social organization.In N.J. Smelset& R. Swedberg (Eds.). The
Handbook of Economic Sociology: (2nd ed.): 429-450. Princeton: Princeton University Press.
Hermalin, B. and Weisbach, M.S. (1988).The determinants of board composition. The Rand Journal of
Economics, 19(Winter), 589-606.
Heugens P., van Essen, M. and van Oosterhout, J. (2009). Meta-analysis ownership concentration and firm
performance in Asia: Toward a more fine-grained understanding. Asia Pacific Journal of Management,
26, 481-512.
Hill, W. and Phan, P. (1991). CEO tenure as a determinant of CEO pay. Academy of Management Journal, 34(3),
707-717.
16
International Journal of Business and Social Science Vol. 6, No. 3; March 2015
Jensen, M. and Meckling, W. (1976). Theory of the firm: Managerial behavior, agency costs, and ownership
structure. Journal of Financial economics, 3, 305-360.
Jensen, M. (1993).The modern industrial revolution, exit, and failure of internal control systems. Journal of
Finance, 48(July), 831-880.
Johnson, S., La Porta, R., Lopez-de-Silanes, F. and Shleifer, A. (2000).Tunnelling. American Economic Review,
90(2), 22–27.
Khalil, S., Magnan, M. and Andre, P. (2008). The adoption of deferred share unit plans for outside directors and
shareholder wealth. Corporate Governance: An International Review, 16(3), 210-224.
Klein, A. (2002). Audit committee, board of director characteristics, and earnings management. Journal of
Accounting & Economics, 33, 375-400.
Kramer, V.M., Konrad, A.M. and Erkut, S. (2006). Critical mass on corporate boards: Why three or more women
enhance governance. Wellesley Centers for Women, Report No. WCW 11.Wellsley, MA.
Lee, J. (2004). The effects of family ownership and management on firm performance. S.A.M. Advanced
Management Journal, 69(4), 46-53.
Magnan, M., St-Onge, S. and Gelinas, P. (2010). Director compensation and firm value: A research synthesis.
International Journal of Disclosure and Governance, 7(1), 28-41.
Maury, B. (2006). Family ownership and firm performance: Empirical evidence from Western European
corporations. Journal of Corporate Finance, 12, 321-341.
Perez-Gonzalez, F. (2006).Inherited control and firm performance. American Economics Review, 96, 1559-1588.
Persons, O. (2005).Relation between the new corporate governance rules and the likelihood of financial statement
fraud. Review of Accounting and Finance, 4(2), 125-148.
Persons, O. (2013).Most Admired Companies Performance and CEO Compensation. The Research in Business
and Economics Journal, 9(August), 1-15.
Rosenstein, S. and Wyatt, J.G. (1990).Outside directors, board independence, and shareholder wealth. Journal of
Financial Economics, 26, 175-191.
Saito, T. (2008). Family firms and firm performance: Evidence form Japan. Journal of the Japanese and
International Economics, 22, 620-646.
Smith, N., Smith, V. and Verner, M. (2006). Do women in top management affect firm performance? A panel
study of 2,500 Danish firms. International Journal of Productivity and Performance Management, 55,
569-593.
Stulz, R. (1988). Managerial control of voting rights. Journal of Financial Economics, 20, 25-59.
Villalonga, B. and Amit, R. (2006). How do family ownership, control and management affect firm value?
Journal of Financial Economics, 80, 385-417.
Westphal, J.D. and Milton, L.P. (2000). How experience and network ties affects the influence of demographic
minorities or corporate board. Administrative Science Quarterly, 45(2), 366-417.
Acknowledgement: Funding for this study via a summer fellowship from Rider University is greatly
acknowledged.
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Founding-Family Firm
Admired 0.00 0.34 0.00 1.00
Not-Admired 0.00 0.12 0.00 1.00 2.681*** 2.601***
Female Directors
Admired 0.00% 18.20% 19.09% 35.71%
Not-Admired 0.00% 14.63% 15.38% 40.00% 2.008** 2.207**
Board Independence
Admired 0.00% 78.13% 83.33% 93.75%
Not-Admired 0.00% 70.26% 80.00% 100.00% 1.711** 1.594*
%Cash Compensation
Admired 0.00% 46.40% 41.55% 100.00%
Not-Admired 11.13% 61.71% 51.67% 100.00% -2.584*** -2.674***
%Stock Options
Admired 0.00% 13.10% 0.00% 92.87%
Not-Admired 0.00% 5.97% 0.00% 74.11% 1.651* 1.031
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