Influence of board diversity and characteristics on CEO compensation: contingent effects of concentrated ownership

Abstract

The crisis in the financial and the banking sectors in 2008-2009 brought back into focus the issue of CEO and top management compensation. The unconscionably high compensations, unjustified even remotely by performance, raised concerns about governance of companies. The study, the first of its kind, investigates the efficacy of board diversity and various measures of board independence for different ownership structures and different types of concentrated owners – private domestic, private foreign and government, in controlling CEO compensation in the same economic setting. The sample for the study consists of companies that were a part of the diversified 100 stock index of the National Stock Exchange in India for the period 2007-2012. The main theoretical contribution is that the impact of board diversity and board mechanisms is moderated by the type of concentrated ownership. Separation of board chair and CEO positions is the single most important governance measure for controlling excessive compensation to CEOs. Other board mechanisms to check executive compensation work along predicted lines for firms with dominant foreign owners but do not work for other types of concentrated ownership. Gender diversity and large number of non-executive independent directors deflate CEO compensation only in case of companies with foreign dominant owners. Besides theoretical contribution on moderating influence of type of concentrated ownership, the results provide actionable inputs for changes in legislation and practice of corporate governance.