SUMMARY AND CONCLUSIONS

One may argue that this sample selection procedure may lead to imprecise comparisons because one sample excluding one type of turnovers may contain the other two types of turnovers. To address this concern, we exclude all three types of turnovers to create a sample in which companies do not change their ACs, CEOs, and other board members following restatements. We apply this reduced sample to model (2) and obtain similar results.

4.3.3 The SFAS No. 123 (R) effect

We also use a reduced sample covering 2005~2009 because SFAS No. 123 (Revision), which was passed on December 2004 and became effective from 2005, may induce companies to reduce their option grants due to the option-expense rule (Brown and Lee 2007; Carter et al. 2007; Darrough and Li 2006). To ensure that our results are not affected by this accounting rule change, we use this reduced sample to re-run all analyses. The major results remain the same.

4.3.4 Controlling for other potential explanatory variables

Prior research suggests that new companies may have difficulties in complying with the SEC’s financial reporting requirements (e.g. Abbott et al. 2004). Also, growing companies are associated with higher incidences of financial restatements (e.g., Ashbaugh-Skaife et al. 2007). We control for these two factors by including firm age, which is measured by the natural log of the number of years a company has been included in the COMPUSTAT, and sales growth ratio in our model (1). The results are similar to those reported in Section 4.2.

5. SUMMARY AND CONCLUSIONS

Recent auditing studies in restatements have examined possible actions (e.g., change CEO/CFO, dismiss auditors, and discharge outside directors) restating companies may take to react to the quality impairment of their financial statements. Due to the practical difficulty of these actions to many companies, the efficacy of these actions may be limited.

In this study we show that enhancing AC independence through the adjustment of compensation

31  

components has been used by restating companies with an aim to increase the quality of financial reporting. We test two research questions to prove the existence of this action. The first research question tests whether equity-based compensation jeopardizes AC independence, leading to higher likelihood of oversight failure reported in restatements. The empirical results indicate that larger amounts of restricted stocks and long-term options are associated with higher restatement likelihood.

In addition, the higher the portions of restricted stocks and long-term options in the compensation packages, the higher the likelihood of restatements. Based on these findings, we classify these two types of equity-based compensation as having strong economic bond.

Our second research question tests whether the amounts and portions of restating companies’

equity-based compensation decrease. We adopt the differences-in-differences method to show that our predictions are generally supported. Notably, restating companies increase the amounts and portions of cash compensation possibly due to the increase in demand for monitoring over financial reporting. To test whether restating companies perceive that equity-based compensation jeopardizes AC independence, we further decompose equity-based compensation into two groups based on their extent of economic bond and find that restating companies reduce more amounts and portions of equity-based compensation with strong economic bond only. Finally, we find some evidence that the SEC’s 2006 Disclosure Rule appears to indirectly encourages restating companies to reduce larger amounts and portions of equity-based compensation because these companies may use the public disclosure of board compensation to signal their intent to improve ACs’ independence.

Overall, our study not only provides a starting point for developing a theory about the association between equity-based compensation and ACs’ independence, but also underscores the practice that restating companies try to enhance ACs’ independence through reducing the amounts and portions of equity-based compensation, especially that with strong economic bond.

While we empirically show that restating companies may adjust cash and equity-based

32  

compensation to change AC members’ monetary incentives, this finding shall not be construed as companies simply fine-tune their board compensation. We view AC compensation to be unique and different from board compensation because there is a trend that most companies are increasing compensation paid to the most demanding board committees (i.e., audit, compensation, and nomination). Since ACs have long been considered to be the most demanding, the premium provided for services on the ACs is the largest (Koors 2006; Tovar and Newbury 2010).

Some features of our study point to several directions for future research. First, we focus on equity-based compensation as one major source that could jeopardize AC independence. Future research may examine other factors (e.g., tenure of membership, penalties for oversight failures) that may also affect other aspects of ACs. Second, we use restatement likelihood to show that restating companies may use the changes in the composition of cash and equity-based compensation in the compensation packages to improve ACs’ independence. Future studies may include other aspects of restatements (e.g., severity, pervasiveness) into our research framework. Finally, based on Hennes et al.

(2008), future studies may examine the association between AC equity compensation and the classification of misstatements (i.e., errors or irregularities).

33  

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