功能性委員會及其召集人辭任之市場反應

Abstract

本研究以我國上市櫃公司2012年至2021年辭任之董事為研究對象，探討其辭任時連帶辭任之審計委員會委員、審計委員會召集人、薪酬委員會委員、薪酬委員會召集人等不同身分是否產生負面市場反應，以判斷薪酬委員會及審計委員會之委員或召集人之辭任，是否向市場投資人傳達審計或薪酬委員會運作成效不彰之負面訊息。 實證結果顯示，董事辭任時，連帶辭任審計委員會委員、審計委員會召集人及薪酬委員會召集人三種身分會出現正面之市場反應，但未獲全部證據支持；董事辭任時，連帶辭任審計委員會委員、薪酬委員會委員、審計委員會召集人及薪酬委員會召集人四種身分會產生顯著負面之市場反應，但同樣僅有部分證據支持。其他辭任組合則無顯著市場反應。 本研究進一步將辭任董事之樣本區分為會計或財務背景及非會計或財務背景。以會計或財務背景之辭任董事為研究對象，結果發現董事辭任時，連帶辭任審計委員會委員及薪酬委員會委員二種身分出現正面之市場反應，但未獲全部證據支持；董事辭任時，連帶辭任審計委員會委員、薪酬委員會委員及審計委員會召集人三種身分則出現負面之市場反應。其他辭任組合無顯著市場反應。 以非會計或財務背景之辭任董事為研究對象，結果發現董事辭任時，連帶辭任審計委員會委員、審計委員會召集人及薪酬委員會召集人三種身分會出現正面之市場反應；董事辭任時，連帶辭任審計委員會委員、薪酬委員會委員、審計委員會召集人及薪酬委員會召集人四種身分則會產生顯著負面之市場反應。其他辭任組合並未產生顯著之市場反應。 本研究於額外分析中分別針對薪酬委員會召集人辭任時，以及審計委員會召集人辭任時之辭任理由與專業背景進行分析。本文將辭任理由區分為忙碌、個人因素、法規因素及無法辨識理由，並以個人因素為基準。研究結果發現，薪酬委員會召集人之辭任理由為忙碌、法規因素亦或無法辨識辭任理由，其市場反應均與以個人因素為辭任理由者並無顯著差異，且公司之財務績效亦不存在顯著之調節效果，審計委員會召集人亦得出相同結果。本研究將專業背景區分為會計或財務、產業、法律、學術，並以非屬上述四類背景者為基準。研究結果發現，研究對象為薪酬委員會召集人時，其辭任時之會計或財務、產業、法律、學術等背景之市場反應與非上述四種背景者無顯著差異，審計委員會召集人亦顯示相同結果。

This study examined whether the resignation of the directors of listed companies in Taiwan from 2012 to 2021, while surrendering other identities of being a member or the convener of the audit committee or the remuneration committee, would have a negative impact on the market, so that the company can decide to respond if the simultaneous resignation of different positions for a director may convey a negative message about the ineffectiveness of the audit committee and the remuneration committee to the public investors. The empirical results showed that a director, who resigned with the titles of being a member of the audit committee, the convener of the audit committee and the convener of the remuneration committee, would instead cause a positive market response, even though not fully supported by the evidence. When the director with four capacities of being a member and a convener to both the audit committee and the remuneration committee resigned, it would then generate a significantly negative response in the market, but again with this phenomenon being partially supported by the evidence. Other combinations of resignation, however, showed no significant market reaction. In this study, the resigned directors were further distinguished of their financial/accounting or non-financial/non-accounting background. As seen in the empirical results, the resigned directors with financial/accounting background, who also surrendered the titles of being a member of the audit committee and a member of the remuneration committee, would cause a positive market response, despite of being not fully supported by the evidence. If the director resigned with three identities of being a member of the audit committee, a member of the remuneration committee and the convener of the audit committee, would then generate a negative market reaction. Other combinations of resignation, however, had no significant market reaction. For directors with non-financial/non-accounting background, the empirical results showed that a director, who resigned with the titles of being a member of the audit committee, the convener of the audit committee and the convener of the remuneration committee, would trigger a positive market response. And, if the director resigned with four capacities of being both the member and the convener of the audit committee and the remuneration committee, we would see significant negative market reaction. Other combinations of resignation, however, had no impact on the market. In this study, we went further to analyze the influence of reason and professional background of the resigned directors, who were also the convener of both the audit committee and the remuneration committee. Reasons for resignation included busyness, personal factor, regulatory factor and other unidentified reason, with the personal factor as the benchmark. This study found that the market reaction to the resignation of the convener of the remuneration committee was not significantly different from that of the resignation for personal factor, whether it was because of busyness, regulatory factor or other unidentified reason, and the company’s financial performance played no moderating effect on it. The same result was observed for the resignation of the convener of the audit committee. This study distinguished professional background into accounting or finance, industry, legal, and academic, and the background other than the above four categories would be the benchmark. The results of the study found that when the subject of the study was the convener of the remuneration committee, the market reaction was not significantly different across the professional background of accounting or finance, industry, legal, academic and none of the above. The same was seen for the resignation of the convener of the audit committee.