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Setting a fox to keep the geese -- Does the comply-or-explain principle work?

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  • Andres, Christian
  • Theissen, Erik
Abstract
The German Corporate Governance Code works according to the comply-or-explain principle. One of its recommendations was to publish the remuneration of the members of the executive board on an individual basis. We examine the characteristics of the firms that complied with the code requirement. Our results indicate that firms that paid higher average remunerations to their management board members were less likely to comply, whereas firms with higher Tobin's Q were more likely to comply. We also document a non-monotonic relation between ownership concentration and the probability of compliance that is consistent with standard corporate governance arguments. Due to the fact that the number of firms complying with the disclosure requirement was low, a new law was passed that mandates disclosure unless the shareholders' meeting (with a 75% majority) decides otherwise. We find that this "loophole" in the new legislation is exploited by smaller firms, firms with comparatively high levels of executive remuneration, and firms with concentrated ownership. We discuss the implications of our results for the effectiveness of the comply-or-explain regulation.

Suggested Citation

  • Andres, Christian & Theissen, Erik, 2008. "Setting a fox to keep the geese -- Does the comply-or-explain principle work?," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 289-301, June.
    • Handle: RePEc:eee:corfin:v:14:y:2008:i:3:p:289-301
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    Cited by:

    1. Shrives, Philip J. & Brennan, Niamh M., 2015. "A typology for exploring the quality of explanations for non-compliance with UK corporate governance regulations," The British Accounting Review, Elsevier, vol. 47(1), pages 85-99.
    2. Zeng, Yongliang & Zhao, Xiangfang & Zhu, Yiwen, 2023. "Equity incentives and ESG performance: Evidence from China," Finance Research Letters, Elsevier, vol. 58(PC).
    3. Rose, Caspar, 2016. "Firm performance and comply or explain disclosure in corporate governance," European Management Journal, Elsevier, vol. 34(3), pages 202-222.
    4. Maffett, Mark & Nakhmurina, Anya & Skinner, Douglas J., 2022. "Importing activists: Determinants and consequences of increased cross-border shareholder activism," Journal of Accounting and Economics, Elsevier, vol. 74(2).
    5. Andres, Christian & Fernau, Erik & Theissen, Erik, 2014. "Should I stay or should I go? Former CEOs as monitors," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 26-47.
    6. Maria Aluchna & Tomasz Kuszewski, 2020. "Does Corporate Governance Compliance Increase Company Value? Evidence from the Best Practice of the Board," JRFM, MDPI, vol. 13(10), pages 1-21, October.
    7. Croci, Ettore & Gonenc, Halit & Ozkan, Neslihan, 2012. "CEO compensation, family control, and institutional investors in Continental Europe," Journal of Banking & Finance, Elsevier, vol. 36(12), pages 3318-3335.
    8. Andres, Christian & Fernau, Erik & Theissen, Erik, 2012. "Is it better to say goodbye? When former executives set executive pay," CFR Working Papers 12-02, University of Cologne, Centre for Financial Research (CFR).

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    More about this item

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation

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