Board Compensation and Ownership Structure: Empirical evidence for Italian Listed Companies

This paper investigates the relationships among corporate ownership, the level of board compensation, and firms future performance within Italian listed companies. Board compensation could be related to corporate ownership characteristics, like type of controlling shareholder, ownership concentration, the separation between cash flow and voting rights, and the presence of shareholders agreements. The evidence of high levels of board compensation associated with certain governance characteristics could signal, in a principal-agent framework, rent extraction by entrenched managers or by controlling shareholders versus minority shareholders; high board compensation, however, could be related to the need to hire directors with higher professional standing and also to the desire to create a network with other companies through the enlargement of the board, according to a social network view. In this paper we disentangle this issue showing the relationship between excess board compensation and future performance: examining firms listed on the Milan Stock Exchange over the period 1995-2002, we show that board compensation is linked to many governance characteristics, but excess compensation is never positively related to future performance. For founder Family firms, in particular, high board compensation is associated with a) smaller board size; b) a higher proportion of family members on the board; c) lower future performance. The whole evidence therefore doesn t support the hypothesis suggested by the social network view, but is consistent with a rent extraction hypothesis. These results could add new empirical evidence to the recent debate on the need for global remuneration reform. According to our results, some control mechanism or an increase in transparency of executive compensation schemes could be appropriate.