CAJ | 학술논문

独立董事治理行为的首要机制是声誉激励，然而这一机制的有效性在中国却长期囿于数据的可获得性而未得到充分检验。基于此，本文首次根据百度中文搜索引擎数据反映的社会知名度来衡量独立董事个人的社会声誉激励强度，进而从高管薪酬一业绩敏感性视角检验了独立董事的社会声誉激励效应——也即所谓的明星效应。实证研究发现，同等条件下，聘请了高社会知名度的明星独立董事的上市公司具有显著更低的高管薪酬一业绩敏感性，即明星独董显著降低了公司高管薪酬契约的有效性，而且这一结果主要反映在薪酬政策不受政府管制的民营上市公司。本文的研究结论丰富了中国独立董事制度有效性相关的文献，特别是揭示了独董不能发挥作用的内在原因。
독립동사치리행위적수요궤제시성예격려，연이저일궤제적유효성재중국각장기유우수거적가획득성이미득도충분검험。기우차，본문수차근거백도중문수색인경수거반영적사회지명도래형량독립동사개인적사회성예격려강도，진이종고관신수일업적민감성시각검험료독립동사적사회성예격려효응——야즉소위적명성효응。실증연구발현，동등조건하，빙청료고사회지명도적명성독립동사적상시공사구유현저경저적고관신수일업적민감성，즉명성독동현저강저료공사고관신수계약적유효성，이차저일결과주요반영재신수정책불수정부관제적민영상시공사。본문적연구결론봉부료중국독립동사제도유효성상관적문헌，특별시게시료독동불능발휘작용적내재원인。
The prime mechanism for independent directors＇ governance behavior is the reputation incentive. This is because, theoretically, outside independent directors have incentives to develop reputations as experts in decision control. Most of them are either managers of other corporations or important decision agents in other complex organizations. The value of their human capital depends primarily on their performance as internal decision managers in other organizations. However, due to the limited availability of related data, the effectiveness of this mechanism has not been fully tested in the context of China. In recent years, Internet is becoming more and more popular and the network has become one of most important information vehicles. Any individual information especially, that which concerning social stars can be easily found and quickly known to all on the Internet. It means that the network performs as a reasonable platform to reflect social individuals＇ popularity and also an effective mechanism to discipline social individuals＇ good behaviors. Taking advantage of this opportunity, this study explores to measure the extent of independent directors＇ individual social reputation incentive according to the data from the Internet Search Engine. Specifically, the author searches each full name of all independent directors on the largest and most popular Chinese Internet Search Engine （www.baidu.com） and gets the search number for each independent director. Then the author takes the cut-off point 10% to classify independent directors into star and normal ones by ranking their individ- ual network search numbers. Based on this unique data, he is able to examine the star effect of independent directors from the perspective of managerial pay-performance sensitivity. The author finds that compared with their counterparts without star independent directors, firms with star independent directors have significant lower managerial pay-performance sensitivity. That is, star independent directors do not increase but reduce the effectiveness of managerial compensation contracts. The author argues that the main reason for this is that star independent directors are inevitably captured by internal top managers and thus collude with managers to perform as a useless vase, which results in the exacerbation of manager-owner conflicts. Furthermore, the author finds that the above negative effect of star independent directors mainly reflects in private listed companies whose compensation policies are free of government regulation.