Director Interlocks and Organizational Similarity

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    Director Interlocks and Organizational Similarity: an analysis of similarities in CEO

    remuneration, corporate governance and sustainability reporting practices in Singapore

    Yue Dong

    Abstract: In this study, we are adopting a social network approach to study the effect of the

    interlocking directorate network on the amount a firm pays its CEO, its adoption of good

    corporate governance, as well as its initiatives on voluntary sustainability reporting. The explicit

    decision I focus on is the level of remuneration packages CEOs receive in 461local SGX-listed

    firms, the choice and type of firms corporate governance and sustainability reporting practices,

    and how social interaction between firms board of directors influence the decision. We argue

    that the CEO remuneration patterns, CG practices and SR initiatives of two firms will be more

    similar if the two firms decision-makers belong to the same social network.

    Keywords: Director Interlock, CEO Remuneration, Corporate Governance, Sustainability

    Reporting

    1. Introduction

    Social Network Theory & Director Interlock

    Social network theory dates back to the 1960s, when psychologist Stanley Milgram introduced a

    famous six degress of sepreation (Dunbar, 2010). He showed that any two persons in the world

    would be connected via six successive acquaintances. This theory has been tested and applied by

    researchers in many areas such as business and management. Some researchers attempted to

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    explain the continued existence of corporate interlocking by its practical functions (Ong, et al.,

    2003). A social network perspective argues that managerial actions are embedded in social

    structures (Granovetter, 1985). These social structures or networks, such as board appointment in

    other firms, allow key decision-makers to share knowledge and eventually exert certain influence

    on corporate decisions. (Gelekanycz and Hambrick, 1997; and Westphal et al., 2001). Sandell

    (2002) argues that information about different social networks can supplement more

    economically based explanations of organizational conducts, and social embeddedness is a factor

    that has to be taken seriously at explaining the rationale for a firms conduct in a group of firms

    belonging to the same system.

    Those corporate conducts that have been studied include multidivisional organizational structure,

    donations to nonprofit organizations, accounting decision to expense stock options, and adoption

    of a poison pill approach to hostile corporate takeovers, etc (Davis and Greve, 1997; Kang and

    Tan, 2008; Westphal et al., 2001). These researchers believe that organizational practices diffuse

    within a director interlock because directors, through their multiple appointments in various

    organizations, learn about the merits and appropriateness of different corporate practices and

    develop preferences for certain practice. (Westphal et al., 2001).

    Two firms are said to be connected by a director interlock when a person affiliated with one firm

    sits on the corporate board of the other firm (Mizruchi,1996). Director interlock could take

    several forms. For instance, Geletkanycz and Hambrick (1997) found that conformity of business

    strategies across firms connected by director interlocks depends on whether these interlocks

    depend on whether such interlocks are created by inside directors (executive directors) or outside

    directors (non-executives). Also Phan, et, al. (2003) studied the prevalence of intra-industry

    interlocks and inter-industry interlocks in Singapore, and found that intra-industry and regulatory

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    agency interlocks accord more benefits to the individual director. Interlocks can also be created

    through direct director interlocks or indirect director interlocks. Direct interlocks occur when two

    individuals, A and B, from two different companies simultaneously sit on each others board.

    Indirect interlock, on the other hand, occurs when A and B sit on the board of a third company, X.

    The companies of A and B are said to have an indirect interlock though a third firm, X (Phan, et

    al., 2003).

    In this proposed study, we focus on the distinction between direct and indirect director interlocks.

    Because direct interlocks of directors seem to suggest more communication channels and

    potentially strong ties between directors, as compared to indirect interlocks, we posit that firms

    connected by direct director interlocks are more likely to adopt similar organizational practices

    than those formed only by indirect director interlocks.

    Collectivism & Director Interlock in Singapore

    Collectivism versus individualism is one of Hofstedes (1984) five dimensions of cultures. For

    Hofstede, the collectivism individualism dimension refers to the extent to which a society is a

    loosely knit social framework in which people primarily operate as individuals or in their

    families instead of a tight network in which people primarily operate as in groups and out

    groups. In Hofstedes survey, Singapore ranked low in individualism, suggesting a high

    collectivism culture in the Asian emerging market. In fact, all Chinese-majority countries (i.e.

    Taiwan, Hong Kong, and Singapore) score considerably lower on individualism than the

    countries of the western world.

    To date considerable empirical research on director interlock have been conducted in the

    Western context, however there is a dearth of studies that have examined the extent and/or

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    structure of interlocking directorate in Asian countries. Given the high level of collectivism in

    the Asian countries, the importance of the role played by board interlocks should not be ignored.

    To build on the previous studies on interlocks in Singapore, this paper investigates the extent to

    which these interlocks have an influence on various corporate practices. The organizational

    practices this paper focuses on are CEO remuneration,sustainability reportingand voluntary

    corporate governance conduct.

    CEO remuneration

    The business press and the academic literature have debated the topic of increasing large chief

    executive officer (CEO) salaries for many years, with a majority of writings calling CEO pay

    unfair relative to the average worker. (Bebchuk and Fried, 2004; Fong, 2010). According to

    executive compensation research firm Euilar, S&P 500 chief executives last year received

    median pay packages of US$7.5 million. By comparison, official statistics show the average

    private sector employee was paid just over $40,000. To address the public anger at the increasing

    income disparity, a Dodd-Frank act will include a provision that requires U.S. companies to

    disclose regularly the ratio of the median annual pay of all their employees to that of their chief

    executive.

    In the context of Singapore, the handsome remuneration packages paid to executive officers have

    also been a touchy topic for the past few years. In 2009, CapitaLand's CEO Liew Mun Leong

    earned a record $20 million bonus, which received much local media attention and public anger.

    Given Singapores ever-increasing importance as a global financial hub, coupled with the fact

    that its corporate policies closely follow the trends in the U.S. and U.K., similar regulatory

    changes in Singapore is very likely.

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    So far most studies on CEO remuneration has been from the economic perspectives, and the best

    documented empirical finding in the CEO compensation literature is the consistency of the

    relation between CEO pay and company size. Since 1990s, corporate governance practices have

    received increased attention and all publicly listed firms (in Singapore) are required to set up

    remuneration committee (RC) to design firm-specific executive compensation strategies that

    align with corporate strategy. As RCs are made up of board of directors of the firms, we draw on

    earlier work that explored social influence among board of directors to assess how director

    interlocks can lead to similarity in CEO remuneration. One similar study by Sandell (2002),

    whose research focus was chairperson remuneration, found that firms with director interlocks

    showed a significant tendency to compensate chairpersons at a similar level, while the effect of

    regional and industrial proximity is negligible. Based on the above, together with social

    network theory, we form the following hypotheses:

    H1a: Firms with direct director interlocks are more likely to compensate their CEOs

    similarly than firms without director interlocks.

    H1b: Firms with indirect director interlocks are more likely to compensate their CEOs

    similarly than firms without director interlocks.

    H1c: Firms with direct director interlocks show stronger similarity in their CEO

    remunerations than firms with indirect director interlocks.

    Corporate Governance

    Being one of the leading financial hubs, Singapores corporate governance system evolves along

    the lines similar to those of the U.S. and U.K. (Jensen and Ruback, 1983). In the post Asian crisis

    era, corporate governance evolved rapidly towards the standards promulgated by the

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    Organization for Economic cooperation and Development (OECD) in 2000 (Phan and

    Yoshikawa, 2003). Both Singaporean regulatory authorities and business corporations are facing

    increasing pressure and challenges to practice and promote good corporate governance.

    Currently companies listed on Singapore Stock Exchange are governed under The Code of

    Corporate Governance 2005, but strict compliance with the Code is not mandatory. Companies

    may choose not to follow the Code requirement, with explanations have to be provided. Given

    the non-mandatory nature of the requirements under the Singapore Code, it seems reasonable to

    expect, besides the standard economic cost-benefit consideration, social influence among

    directors could also influence a firms decision to meet these requirements. Based on a sample of

    295 listed companies in Singapore, Ong, et al. (2003) found firm size, board size, total assets,

    and some other economic/financial variables significantly correlate with board interlocks. Here

    we are interested in exploring the link between companies choice to meet these CG

    requirements, a non-economic variable, and director interlock, which leads to the following

    hypothesis:

    H2a: Firms that have direct director interlock with other firms that adopt corporate

    governance practices are likely to adopt similar practices.

    H2b: Firms that have indirect director interlock with other firms that adopt corporate

    governance practices are likely to adopt similar practices.

    H2c: Firms that have direct director interlock are more likely to adopt similar corporate

    governance practices than firms with indirect director interlocks.

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    Sustainability Reporting

    During the last decade, Sustainability Reporting (SR) has been increasingly adopted by

    corporations worldwide. (Lozano & Huisingh, 2010). Sometimes also labeled Corporate Social

    Responsibility (CSR) reporting, sustainability reporting fulfills a role in showing how

    companies account for their CSR, a concept that is seen to embody companies economic, legal,

    ethical and philanthropic responsibilities towards society in general and their range of

    stakeholders in particular (Carroll, 1999; Whetten et al., 2002). A companys sustainability

    initiatives are usually reported as part of the companys annual reports. In its simplest form, the

    sustainability report or SR spells out a companys non-financial initiatives and activities.

    Growing concerns and interests in environmental protection and social responsibility worldwide

    are driving investors and other stakeholders to look beyond companies standard financial

    reporting to how they are managing their environmental and social impact in the conduct of their

    business (Sadashiv, 2010).

    In the past, companies mostly followed their own reporting styles. Although sustainability

    reporting is not yet made mandatory in Singapore, the Singapore Exchange (SGX) has always

    been encouraging companies to consider the adoption of SR. It has recently proposed through a

    policy statement that listed companies adopt sustainability reporting as part of their corporate

    disclosures (Sadashiv, 2010). Leaders and staff are increasingly recognizing their role and

    responsibilities and consequently, are engaging in voluntary actions to contribute to

    sustainability. Since board members are known to be eligible to sit on more than one board, it is

    reasonable to expect that board interlocks between firms provide valuable information about the

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    costs and benefits of sustainability reporting, thus influencing firms SR choices. Based on the

    above, we hypothesize that

    H3a: Firms that have direct director interlock with other firms that adopt sustainability

    reporting are likely to adopt similar practices.

    H3b: Firms that have indirect director interlock with other firms that adopt sustainability

    reporting practices are likely to adopt similar practices.

    H3c: Firms that have direct director interlock are more likely to adopt similar

    sustainability reporting practices than firms with indirect director interlocks.

    Figure 1 summarizes the above hypotheses into a conceptual diagram.

    Contribution

    This study seeks to contribute to existing literature about by highlighting the network effects on

    organizational decisions among publicly traded firms in Singapore. The three aspects on which

    we examine the social network effects are not chosen coincidentally. CEO remuneration,

    corporate governance and sustainability reporting have raised much controversy and sparked

    considerable academic interest in both local and global financial regime.

    To date, numerous empirical work on interlocking directorates has been conducted in the United

    States and to a lesser extent in Canada, Europe, and Australia. (Ong, et al. 2003). Only a handful

    of such studies are carried out in local context, despite the fact that collectivism is more

    prevalent in Asian countries, with the influence of interlocking directorate is expected to be

    stronger than that in Western countries. This study will fill the literature gap here.

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    Following the collapse of Lehman Brothers and global financial crisis, changes to the corporate

    governance landscape are looming on the horizon (Chan, 2010). Sustainability reporting, which

    has also drawn growing investor attention in Singapore, is being reviewed extensively by

    relevant local authorities. While many countries are setting up guidelines on the mandated

    reporting of sustainability disclosures, Singapore may eventually make many corporate

    governance requirements and SR mandatory for local listed companies as well. This study is

    important because currently local regulatory bodies are still facing much resistance and

    reluctance from firms with regard to certain corporate governance requirement changes.

    Knowing the importance of social embeddedness in corporate conducts, regulators could focus

    their efforts on increasing awareness in those directors who have appointments in multiple firms.

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    Figure 1. Conceptual Diagram

    H3bH2b

    H1bH2a

    Direct

    Director

    Interlock

    Indirect

    Director

    Interlock

    CEO

    Remuneration

    Voluntary

    Corporate

    Governance

    Initiatives

    Voluntary

    Sustainability

    Reporting

    Internal AuditFunction

    Existence ofIndependent

    Financial Expert

    Fulland DetailedDisclosure of

    Executive

    Remuneration

    3 Types ofSR:

    SeparateSustainability

    Financial Repowith Integrate

    Sustainability

    Website DisclofSustainabil

    Initiatives

    Fixed Component Variable Component Total Remuneration

    H1a

    H3a

    H1c: H1a > H1b H2c: H2a > H2b H3c: H3a > H3b

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    2. Methods

    2.1 Selection of Sample

    A list of listed companies on the Singapore Stock Exchage (SGX) mainboard is to be obtained.

    Companies listed on the mainboard have at least a five-year history of stable operations.

    Therefore their corporate governances are more stable, which means that board interlocks would

    have been formed. (Phan, et. al 2003). By January 2010, there were 774 listed companies. We

    exclude 313foreign listings. Each of the remaining 461 companies is treated as a separate entity.

    Annual reports of all firms listed under SGX are downloadable from SGX websites.

    From each companys 2009 annual report, the following information will be extracted:

    (1) Names of directors(2) Industry classification(3) Company accounting data, namely Return on Equity (ROE), Market Capitalization,

    Value of Total Assets

    (4) CEOs remuneration classification, level and mix of remuneration(5) CEOs age and number of years with the same company(6) Percentage of stock holdings of each of the top 20 shareholders(7) Whether or not an Internal Audit Function is established within the firm(8) Whether or not there is an Independent Financial Expert in the board(9) Whether or not there is full and detailed disclosure of CEO remuneration(10) Whether or not the firm issues a separate sustainability report(11) Whether or not the firm issues financial reports with integrated SR info(12) Whether or not there is website disclosure of sustainability initiatives

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    2.2 Design and Procedure

    Matched Pair Design

    Interlocking Pairs - Pairs of firms with interlocking directorate are to be identified and extracted.

    For the purpose of this study, listed subsidiaries of other listed parent companies are to be

    excluded from interlocking pairs. However, they could be used as control firms (see below). We

    define Direct interlocks as the number of individuals who sat simultaneously on the boards of

    firms i and j. Indirect interlocks was the number of times in which board members from firms i

    and j sat together on the boards of firms k, i.e. indirect interlocks exist between firm i and j.

    Control Pairs - For each of firms identified in the interlocking pairs, it will be matched by

    another firm (not in the interlocking samples) by size and industry.

    Inter-rater Reliability

    Given the complexity of this study, two raters will analyze the financial statements and use an

    excel spreadsheet to store their codings. Both of them will conduct analyses and prepare codings

    on the 50 same sets of financial statements in the beginning. Following which an inter-rater

    reliability test (Cohen's kappa) will be carried out. If satisfactory agreement between the two

    raters is achieved (say, Cohens kappa greater than 0.75), each of them will be working on

    different sets of statements for the remaining samples.

    Measures - CEO Remuneration

    1)Dependent Variables

    Following the same methods by Sandell (2002) and Mizruchi (2002), we operationalize

    similarity between two firms CEO remunerations as:

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    Sij= -1*|(i-j |

    Where Sij equals similarity in CEO remunerations between firms i and j; and iand j equal the

    amount of remuneration received by the CEO from firm i and j, respectively. The absolute

    difference in CEO remuneration is multiplied by negative one to transform it into a similarity

    score. In this way, a high level of similarity could correspond to high values of Sij.

    In a typical annual report of a SGX-listed firm, directors remuneration is usually broken down

    into the components: Salary and Directors fees, Bonuses, Stock Options and Others. The

    Others include remuneration components, for instance retirement benefits, which cannot be

    grouped under other categories. CEOFIX represents the fixed component (Salary, Directors

    Fees, etc) of the remuneration package. CEOVAR represents the variable component (Stock

    Options, Bonuses, etc.) of the remuneration package. CEOTOT represents the total amount of

    the remuneration a firms CEO receives. In this study we do not study the others component

    for two reasons. First, companies usually do not disclose the exact amount and/or type of

    payment to executives allocated under this category. The second reason is the weights of others

    component are usually negligible (

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    percentage of equity held by each individual shareholder. To account for the effects of human

    capital factors, I use the age of the CEO (CEOAge) and number of years spent on the board of

    the current firm (CEOYr) as a measure for CEO experience.

    Similar to the case of independent measure, I transform all of these independent measures of two

    firms specific characteristics into a joint measure of similarity by using the procedure above.

    3)Independent Variablie (Relational Measures)

    Two relational measures, director interlock and competitive relationship, are used in the study.

    As mentioned above, Direct interlocks (DirInt) as the number ofindividuals who sat

    simultaneously on the boards of firms i and j. Indirect interlocks (IndInt) was the number of

    times in which board members from firms i and j sat together on the boards of firms k, i.e.

    indirect interlocks exist between firm i and j.

    A dummy variable is created to measure the competitive relationship between two firms. The

    dummy variable is coded as 1 (one) if two organizations operate in the same industry, and 0

    (zero) otherwise.

    Measures - Corporate Governance (CG)

    Measures of CG practices are: internal audit function, independent financial expert, and full and

    detailed disclosure of executive remunerations. These are the commonly used and easily

    measurable indicators for CG. Also, for the purpose of this study, these are some of the

    important practices recommended under Singapore Corporate Governance Code (2005). IntAud

    is coded as one if a firm has such function in practice, coded as zero otherwise. Similarly coding

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    applies to IndFin and FulDisc, which represent the existence of an independence financial expert

    on the firms board and full disclosure of executive remunerations, respectively.

    Measures - Sustainability Reporting (SR)

    We measure SR initiatives in terms of the three types of disclosure. SepSR is coded as one if a

    firm prepared a separate sustainability report for the financial year2009/2010, coded as zero

    otherwise. FIntSR represent financial reports with integrated sustainability information and

    WebSR refers to the website disclosure of sustainability initiatives. Codings for FIntSR and

    WebSR are the same as coding for SepSR.

    3. Analyses

    Descriptive Statistics

    The mean, standard deviation and correlations among the similarity variables will be presented.

    Comparisons of the CG and SR practices among direct interlocking pairs, indirect interlocking

    pairs and control pairs will be shown in tables, with relevant histograms. Industry classifications

    for the interlocking firms and control firms will be tabulated as well.

    CEO Remuneration

    The random effect model regression below is used:

    Sij = + ij+ij+i+ij

    Where Sij is the similarity in the CEO remuneration as defined above, ij is the k variables

    describing the relationships between firms i and j, ijis the k measures of simililarities in firm

    specific characteristics, and are regression coefficients, i is the unit-specific residual. It

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    differs between is, but for any particular i, its value is constant. ij is the ordinary residual with

    the usual properties.

    The model is to be run on both interlocking and control pairs. Coefficients andon the

    regression ofpairs are to be compared, with p values to be analyzed. From these coefficients we

    could examine the similarities in various firm-specific characteristics among interlocking firms.

    The Sij in CEO remuneration will be compared between interlocking and control pairs to the

    testing of hypotheses 1a and 1b. Results for direct interlocking firms and indirect interlocking

    firms will be compared for the testing of hypothesis 1c.

    Corporate Governance (CG) & Sustainability Reporting (SR)

    The number of times the same practices are observed between pairs is to be compared between 1)

    direct interlocking firms and control firms; 2) indirect interlocking firms and control firms; and 3)

    direct interlocking firms and indirect interlocking firms. Chi-square test is appropriate for the

    testing of any statistical significance.

    4. Discussion

    In this study, we seek to identify if director interlocks among Singaporean firms play a part in

    firms decisions. Using a matched-pair design, we create pairs of firms which are interlocked

    by common board of directors and select another pair of firms that match the interlocking pair by

    size and industry as control pair. To test the effect of interlocking directorate on CEO

    remuneration, we adopt a random effect regression model. To test the effect of interlock on CG

    and SR practices, chi-square test is used. With several similar research done previously

    (Mizruchi & Sterns, 2002; Sandel 2002), Results are expected to be significant for CEO

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    remuneration (H1a, b & c) in our study. Tests for direct director interlocks are expected to show

    stronger significance as compared to indirect interlocks.

    The limitations of the proposed study are as follows:

    1. Sample size is a key issue in this study. With four companies are needed in each set of pairs, a

    total number of 461 companies could only render a maximum of 115 valid sets of samples.

    2. Double interlocks may exist for firms, i.e. both direct and indirect interlocks may exist for

    some pairs of firms. For the purpose of the study we do not account for the double interlocks. In

    the case of double interlocks only direct interlock is recorded, since direct interlock is expected

    to be more significant than indirect interlocks. Therefore bias may exists.

    With the results from this study, we wish to bring local regulators attention to the significance

    of interlocking phenomenon in Singapore. The regulators, such as Singapore Stock Exchange

    (SGX) and Securities Investors Association Singapore (SIAS), could consider focusing their

    educational campaign on not only individual managers, but also directors who hold appointments

    in multiple firms.

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