All the characteristics of the audit committee and the board of directors were hand-collected
from the firm's proxy statement for the year 1996.
Table 1 summarizes the definitions of all
governance and control variables. Consistent with prior research, we classify directors as
executives, affiliated (gray), or independent non-executives.
Affiliated directors are those who have business relationships with the firm or its managers, although they are not employees of the firm.
Consultants, suppliers, bankers, former employees and managers' family members as well as employees of other firms that have a business relationship with the firm are part of this group.
The independent non-executive group includes all directors who seem to have no relation with the firm other than being part of its board of directors.
To clarify the affiliations disclosed in the proxy statements, we obtain the list of each firm's
affiliated companies in Who Owns Whom (1996).
We use a dichotomous variable ACIND that is coded 1 if the audit committee is composed solely of independent non-executive directors and 0 otherwise. ACNMAN is the percentage of members who are independent non-executive directors and are not managers of other firms.
The relative level of compensation based on stock options (ACOPTION) is measured as the ratio of stock options that can be exercised in the next 60 days to the total of options and stocks held by independent non-executive members of the audit committee.