IDEAS home Printed from https://ideas.repec.org/a/eee/pacfin/v50y2018icp144-162.html
   My bibliography  Save this article

Corporate boards and performance pricing in private debt contracts

Author

Listed:
  • Bakar, Intan Suryani Abu
  • Khan, Arifur
  • Mather, Paul
  • Tanewski, George

Abstract

We examine the effects of corporate board characteristics on the use of performance pricing in debt contracts. Performance pricing is a recent innovation that plays a role in addressing some debt contracting problems by linking the ex-ante pricing of debt with ex-post firm performance. Results show that debtholders are more likely to use performance pricing in loan contracts for borrower firms with greater board independence and CEOs with higher share ownership, whereas debtholders are less likely to use performance pricing when firms have smaller boards. Debtholders also are more likely to include an interest increasing performance pricing provision in loan contracts when CEOs' incentives are aligned via higher share ownership, but they are less likely to use them in debt contracts when board ownership is lower. Overall, the results suggest debtholders perceive that characteristics associated with effective boards are beneficial and factor them in their contracting decisions.

Suggested Citation

  • Bakar, Intan Suryani Abu & Khan, Arifur & Mather, Paul & Tanewski, George, 2018. "Corporate boards and performance pricing in private debt contracts," Pacific-Basin Finance Journal, Elsevier, vol. 50(C), pages 144-162.
    • Handle: RePEc:eee:pacfin:v:50:y:2018:i:c:p:144-162
    DOI: 10.1016/j.pacfin.2017.02.007
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S0927538X17301099
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.pacfin.2017.02.007?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Nawaf Al-Maskati & André J. Bate & Gurmeet S. Bhabra & Robert Faff, 2015. "Diversification, corporate governance and firm value in small markets: evidence from New Zealand," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 55(3), pages 627-657, September.
    2. Anderson, Ronald C. & Mansi, Sattar A. & Reeb, David M., 2004. "Board characteristics, accounting report integrity, and the cost of debt," Journal of Accounting and Economics, Elsevier, vol. 37(3), pages 315-342, September.
    3. Chan, Lilian H. & Chen, Kevin C.W. & Chen, Tai-Yuan, 2013. "The effects of firm-initiated clawback provisions on bank loan contracting," Journal of Financial Economics, Elsevier, vol. 110(3), pages 659-679.
    4. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 301-325, June.
    5. A. Smith, Jeffrey & E. Todd, Petra, 2005. "Does matching overcome LaLonde's critique of nonexperimental estimators?," Journal of Econometrics, Elsevier, vol. 125(1-2), pages 305-353.
    6. Begley, Joy & Feltham, Gerald A., 1999. "An empirical examination of the relation between debt contracts and management incentives," Journal of Accounting and Economics, Elsevier, vol. 27(2), pages 229-259, April.
    7. Li, Feng & Srinivasan, Suraj, 2011. "Corporate governance when founders are directors," Journal of Financial Economics, Elsevier, vol. 102(2), pages 454-469.
    8. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    9. Nigar Sultana & J-L. W. Mitchell Van der Zahn & Steven Cahan, 2015. "Earnings conservatism and audit committee financial expertise," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 55(1), pages 279-310, March.
    10. Pascal Nguyen & Nahid Rahman, 2015. "Which governance characteristics affect the incidence of divestitures in Australia?," Australian Journal of Management, Australian School of Business, vol. 40(2), pages 351-374, May.
    11. Kahan, Marcel & Yermack, David, 1998. "Investment Opportunities and the Design of Debt Securities," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 14(1), pages 136-151, April.
    12. repec:bla:jfinan:v:58:y:2003:i:3:p:1087-1112 is not listed on IDEAS
    13. Eliezer M. Fich & Anil Shivdasani, 2006. "Are Busy Boards Effective Monitors?," Journal of Finance, American Finance Association, vol. 61(2), pages 689-724, April.
    14. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    15. Balasingham Balachandran & Sutharson Kanapathippillai & Chandrasekhar Krishnamurti & Michael Theobald & Eswaran Velayutham, 2017. "The issuance of warrants in rights offerings: Agency costs and signaling effects," Australian Journal of Management, Australian School of Business, vol. 42(4), pages 608-636, November.
    16. Ilia D. Dichev & Douglas J. Skinner, 2002. "Large–Sample Evidence on the Debt Covenant Hypothesis," Journal of Accounting Research, Wiley Blackwell, vol. 40(4), pages 1091-1123, September.
    17. Kraft, Pepa, 2015. "Do rating agencies cater? Evidence from rating-based contracts," Journal of Accounting and Economics, Elsevier, vol. 59(2), pages 264-283.
    18. Sweeney, Amy Patricia, 1994. "Debt-covenant violations and managers' accounting responses," Journal of Accounting and Economics, Elsevier, vol. 17(3), pages 281-308, May.
    19. Fich, Eliezer M. & Shivdasani, Anil, 2007. "Financial fraud, director reputation, and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 86(2), pages 306-336, November.
    20. Wang, Li-Hsun & Lin, Chu-Hsiung & Fung, Hung-Gay & Chen, Hsien-Ming, 2015. "Governance mechanisms and downside risk," Pacific-Basin Finance Journal, Elsevier, vol. 35(PB), pages 485-498.
    21. Suichen Xu & Janice How & Peter Verhoeven & Tom Smith, 2017. "Corporate governance and private placement issuance in Australia," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 57(3), pages 907-933, September.
    22. Balachandran, Balasingham & Faff, Robert, 2015. "Corporate governance, firm value and risk: Past, present, and future," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 1-12.
    23. Mehran, Hamid, 1995. "Executive compensation structure, ownership, and firm performance," Journal of Financial Economics, Elsevier, vol. 38(2), pages 163-184, June.
    24. Gilson, Stuart C., 1990. "Bankruptcy, boards, banks, and blockholders : Evidence on changes in corporate ownership and control when firms default," Journal of Financial Economics, Elsevier, vol. 27(2), pages 355-387, October.
    25. Cem Demiroglu & Christopher M. James, 2010. "The Information Content of Bank Loan Covenants," The Review of Financial Studies, Society for Financial Studies, vol. 23(10), pages 3700-3737, October.
    26. Sanjeev Bhojraj & Partha Sengupta, 2003. "Effect of Corporate Governance on Bond Ratings and Yields: The Role of Institutional Investors and Outside Directors," The Journal of Business, University of Chicago Press, vol. 76(3), pages 455-476, July.
    27. Erkens, David H. & Hung, Mingyi & Matos, Pedro, 2012. "Corporate governance in the 2007–2008 financial crisis: Evidence from financial institutions worldwide," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 389-411.
    28. repec:bla:jfinan:v:59:y:2004:i:5:p:2281-2308 is not listed on IDEAS
    29. Samir El†Gazzar & Victor Pastena, 1991. "Factors affecting the scope and initial tightness of covenant restrictions in private lending agreements," Contemporary Accounting Research, John Wiley & Sons, vol. 8(1), pages 132-151, September.
    30. Bryce, Mitchell & Ali, Muhammad Jahangir & Mather, Paul R., 2015. "Accounting quality in the pre-/post-IFRS adoption periods and the impact on audit committee effectiveness — Evidence from Australia," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 163-181.
    31. Demsetz, Harold, 1983. "The Structure of Ownership and the Theory of the Firm," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 375-390, June.
    32. McConnell, John J. & Servaes, Henri, 1990. "Additional evidence on equity ownership and corporate value," Journal of Financial Economics, Elsevier, vol. 27(2), pages 595-612, October.
    33. Davidson, Wallace III & Xie, Biao & Xu, Weihong, 2004. "Market reaction to voluntary announcements of audit committee appointments: The effect of financial expertise," Journal of Accounting and Public Policy, Elsevier, vol. 23(4), pages 279-293.
    34. Benjamin E. Hermalin & Michael S. Weisbach, 2003. "Boards of directors as an endogenously determined institution: a survey of the economic literature," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 7-26.
    35. Gustavo Manso & Bruno Strulovici & Alexei Tchistyi, 2010. "Performance-Sensitive Debt," The Review of Financial Studies, Society for Financial Studies, vol. 23(5), pages 1819-1854.
    36. Heckman, James J. & Lalonde, Robert J. & Smith, Jeffrey A., 1999. "The economics and econometrics of active labor market programs," Handbook of Labor Economics, in: O. Ashenfelter & D. Card (ed.), Handbook of Labor Economics, edition 1, volume 3, chapter 31, pages 1865-2097, Elsevier.
    37. Core, John E. & Holthausen, Robert W. & Larcker, David F., 1999. "Corporate governance, chief executive officer compensation, and firm performance," Journal of Financial Economics, Elsevier, vol. 51(3), pages 371-406, March.
    38. Hans B. Christensen & Valeri V. Nikolaev & Regina Wittenberg‐Moerman, 2016. "Accounting Information in Financial Contracting: The Incomplete Contract Theory Perspective," Journal of Accounting Research, Wiley Blackwell, vol. 54(2), pages 397-435, May.
    39. Arifur Khan & Paul Mather & Balasingham Balachandran, 2014. "Managerial share ownership and operating performance: Do independent and executive directors have different incentives?," Australian Journal of Management, Australian School of Business, vol. 39(1), pages 47-71, February.
    40. Ashbaugh-Skaife, Hollis & Collins, Daniel W. & LaFond, Ryan, 2006. "The effects of corporate governance on firms' credit ratings," Journal of Accounting and Economics, Elsevier, vol. 42(1-2), pages 203-243, October.
    41. Balachandran, Balasingham & Khan, Arifur & Mather, Paul & Theobald, Michael, 2019. "Insider ownership and dividend policy in an imputation tax environment," Journal of Corporate Finance, Elsevier, vol. 54(C), pages 153-167.
    42. Weisbach, Michael S., 1988. "Outside directors and CEO turnover," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 431-460, January.
    43. Asquith, Paul & Beatty, Anne & Weber, Joseph, 2005. "Performance pricing in bank debt contracts," Journal of Accounting and Economics, Elsevier, vol. 40(1-3), pages 101-128, December.
    44. Hichem Khlif & Kamran Ahmed & Mohsen Souissi, 2017. "Ownership structure and voluntary disclosure: A synthesis of empirical studies," Australian Journal of Management, Australian School of Business, vol. 42(3), pages 376-403, August.
    45. Benjamin E. Hermalin & Michael S. Weisbach, 1988. "The Determinants of Board Composition," RAND Journal of Economics, The RAND Corporation, vol. 19(4), pages 589-606, Winter.
    46. Harford, Jarrad, 2003. "Takeover bids and target directors' incentives: the impact of a bid on directors' wealth and board seats," Journal of Financial Economics, Elsevier, vol. 69(1), pages 51-83, July.
    47. John, Kose & Senbet, Lemma W., 1998. "Corporate governance and board effectiveness1," Journal of Banking & Finance, Elsevier, vol. 22(4), pages 371-403, May.
    48. Ahsan Habib & Istiaq Azim, 2008. "Corporate governance and the value‐relevance of accounting information," Accounting Research Journal, Emerald Group Publishing Limited, vol. 21(2), pages 167-194, September.
    49. Sharon L. Oswald & John S. Jahera, 1991. "The influence of ownership on performance: An empirical study," Strategic Management Journal, Wiley Blackwell, vol. 12(4), pages 321-326, May.
    50. Nash, Robert C. & Netter, Jeffry M. & Poulsen, Annette B., 2003. "Determinants of contractual relations between shareholders and bondholders: investment opportunities and restrictive covenants," Journal of Corporate Finance, Elsevier, vol. 9(2), pages 201-232, March.
    51. Smith, Clifford Jr. & Warner, Jerold B., 1979. "On financial contracting : An analysis of bond covenants," Journal of Financial Economics, Elsevier, vol. 7(2), pages 117-161, June.
    52. Ryan Davidson & Jenny Goodwin‐Stewart & Pamela Kent, 2005. "Internal governance structures and earnings management," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 45(2), pages 241-267, July.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Lim, Jesslyn & Do, Viet & Vu, Tram, 2022. "The effect of lenders’ dual holding on loan contract design: Evidence from performance pricing provisions," Journal of Banking & Finance, Elsevier, vol. 137(C).
    2. Balachandran, Balasingham & Williams, Barry, 2018. "Effective governance, financial markets, financial institutions & crises," Pacific-Basin Finance Journal, Elsevier, vol. 50(C), pages 1-15.
    3. Shankar Shaw, Tara & Raithatha, Mehul & Krishnan, Gopal V. & Cordeiro, James J., 2021. "Did mandatory CSR compliance impact accounting Conservatism? Evidence from the Indian Companies Act 2013," Journal of Contemporary Accounting and Economics, Elsevier, vol. 17(3).
    4. Bansal, Shashank & Thenmozhi, M., 2020. "Does concentrated founder ownership affect board independence? Role of corporate life cycle and ownership identity," Pacific-Basin Finance Journal, Elsevier, vol. 62(C).

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Intan Suryani Abu Bakar & Arifur Khan & Paul Mather & George Tanewski, 2020. "Board monitoring and covenant restrictiveness in private debt contracts during the global financial crisis," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(S1), pages 661-692, April.
    2. Armstrong, Christopher S. & Guay, Wayne R. & Weber, Joseph P., 2010. "The role of information and financial reporting in corporate governance and debt contracting," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 179-234, December.
    3. Lin, Zhijun & Song, Byron Y. & Tian, Zhimin, 2016. "Does director-level reputation matter? Evidence from bank loan contracting," Journal of Banking & Finance, Elsevier, vol. 70(C), pages 160-176.
    4. Attiya Y. Javid & Robina Iqbal, 2010. "Corporate Governance in Pakistan : Corporate Valuation, Ownership and Financing," Governance Working Papers 22830, East Asian Bureau of Economic Research.
    5. Andreou, Panayiotis C. & Louca, Christodoulos & Panayides, Photis M., 2014. "Corporate governance, financial management decisions and firm performance: Evidence from the maritime industry," Transportation Research Part E: Logistics and Transportation Review, Elsevier, vol. 63(C), pages 59-78.
    6. Hussein Abedi Shamsabadi & Byung-Seong Min & Richard Chung, 2016. "Corporate governance and dividend strategy: lessons from Australia," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 12(5), pages 583-610, October.
    7. Chakravarty, Sugato & Rutherford, Leann G., 2017. "Do busy directors influence the cost of debt? An examination through the lens of takeover vulnerability," Journal of Corporate Finance, Elsevier, vol. 43(C), pages 429-443.
    8. Goh, Lisa & Gupta, Aditi, 2016. "Remuneration of non-executive directors: Evidence from the UK," The British Accounting Review, Elsevier, vol. 48(3), pages 379-399.
    9. Sheeba Kapil & Rakesh K Mishra, 2019. "Corporate Governance structure and firm performance in Indian context: A Structural Equation Modelling Approach," Working Papers 1937, Indian Institute of Foreign Trade.
    10. Catarina Fernandes & Jorge Farinha & Francisco Vitorino Martins & Cesario Mateus, 2018. "Bank governance and performance: a survey of the literature," Journal of Banking Regulation, Palgrave Macmillan, vol. 19(3), pages 236-256, July.
    11. Benjamin S. Kay & Cindy M. Vojtech, 2015. "Corporate Governance Responses to Director Rule Changes," Staff Discussion Papers 15-02, Office of Financial Research, US Department of the Treasury.
    12. Sugato Chakravarty & Chiraphol N. Chiyachantana & Christine Jiang, 2011. "THE CHOICE OF TRADING VENUE AND RELATIVE PRICE IMPACT OF INSTITUTIONAL TRADING: ADRs VERSUS THE UNDERLYING SECURITIES IN THEIR LOCAL MARKETS," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 34(4), pages 537-567, December.
    13. Aman, Hiroyuki & Nguyen, Pascal, 2013. "Does good governance matter to debtholders? Evidence from the credit ratings of Japanese firms," Research in International Business and Finance, Elsevier, vol. 29(C), pages 14-34.
    14. repec:csr:wpaper:1014 is not listed on IDEAS
    15. Ling Chu & Robert Mathieu & Chima Mbagwu, 2009. "The Impact of Corporate Governance and Audit Quality on the Cost of Private Loans," Accounting Perspectives, John Wiley & Sons, vol. 8(4), pages 277-304, November.
    16. Bill Francis & Iftekhar Hasan & Qiang Wu, 2015. "Professors in the Boardroom and Their Impact on Corporate Governance and Firm Performance," Financial Management, Financial Management Association International, vol. 44(3), pages 547-581, September.
    17. Chaur-Shiuh Young & Liu-Ching Tsai & Pei-Gin Hsieh, 2008. "Voluntary Appointment of Independent Directors in Taiwan: Motives and Consequences," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 35(9-10), pages 1103-1137.
    18. Aiyesha Dey, 2008. "Corporate Governance and Agency Conflicts," Journal of Accounting Research, Wiley Blackwell, vol. 46(5), pages 1143-1181, December.
    19. González, Maximiliano & Guzmán, Alexander & Pablo, Eduardo & Trujillo, María-Andrea, 2019. "Is board turnover driven by performance in family firms?," Research in International Business and Finance, Elsevier, vol. 48(C), pages 169-186.
    20. Bradley, Michael & Chen, Dong, 2011. "Corporate governance and the cost of debt: Evidence from director limited liability and indemnification provisions," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 83-107, February.
    21. Mohd Saad, Noriza & Haniff, Mohd Nizal & Ali, Norli, 2020. "Corporate governance mechanisms with conventional bonds and Sukuk’ yield spreads," Pacific-Basin Finance Journal, Elsevier, vol. 62(C).

    More about this item

    Keywords

    Performance pricing; Covenants; Governance; Private debt;
    All these keywords.

    JEL classification:

    • M40 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Accounting - - - General
    • M41 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Accounting - - - Accounting
    • M49 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Accounting - - - Other

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:pacfin:v:50:y:2018:i:c:p:144-162. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/pacfin .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.