Regulators argue that mandated compensation diselosure improves corporate govemanee by
permitting shareholders to enjoin boards of directors to reward executives in ways that are consistent with shareholder value creation. We posit that mandated compensation diselosure,or the absence thereof, has a greater impact on the CEO compensation practices of widely held firms than of closely held firms. More specifically, we expeet that, in the absence of mandated disclosure, CEO compensation is likely to be less performanee-contingent among widely held firms thaii among closely held firms. Moreover, we also expect that the advent of mandated disclosure leads widely held firms to increase the extent to vi'hich CEO eompensation is performanee-contingent, much more so than closely held firms would. We use a unique data base resulting from the Ontario Securities Commission amendment of regulation 638 in October 1993. For the first time, this amendment required firms listed on the Toronto Stock Exchange to provide detailed executive compensation data similar to those required by the Securities and Exchange Commission, for the current year as well as retroactively for the previous two years. We find that, in the absence of mandated disclosure, CEO cash compensation in widely held firms is less performance-contingent than in elosely held firms. With the imposition of mandated disclosure, performance-contingent cash compensation
increases more in widely held firms than in elosely held firms. Results with
respect to stock option grants are mixed, with both closely held and widely held firms reacting to the advent of mandated disclosure.
Regulators argue that mandated compensation diselosure improves corporate govemanee by
permitting shareholders to enjoin boards of directors to reward executives in ways that are consistent with shareholder value creation. We posit that mandated compensation diselosure,or the absence thereof, has a greater impact on the CEO compensation practices of widely held firms than of closely held firms. More specifically, we expeet that, in the absence of mandated disclosure, CEO compensation is likely to be less performanee-contingent among widely held firms thaii among closely held firms. Moreover, we also expect that the advent of mandated disclosure leads widely held firms to increase the extent to vi'hich CEO eompensation is performanee-contingent, much more so than closely held firms would. We use a unique data base resulting from the Ontario Securities Commission amendment of regulation 638 in October 1993. For the first time, this amendment required firms listed on the Toronto Stock Exchange to provide detailed executive compensation data similar to those required by the Securities and Exchange Commission, for the current year as well as retroactively for the previous two years. We find that, in the absence of mandated disclosure, CEO cash compensation in widely held firms is less performance-contingent than in elosely held firms. With the imposition of mandated disclosure, performance-contingent cash compensation
increases more in widely held firms than in elosely held firms. Results with
respect to stock option grants are mixed, with both closely held and widely held firms reacting to the advent of mandated disclosure.
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