In our paper we use an institutional perspective to define the concept of the quality of remuneration policy. Traditional perspective focuses on pay-per-performance relationship between top executives' remuneration and companies' performance. This study is based on the assumption that the acquisition of normatively defined compensation practices and structures is more important for the successful organization than the practices which enhance efficiency defined on the basis of input (compensation) – output (company's performance) relationship. We examine the relationship between the quality of executive remuneration policy and corporate governance standards in banks with a controlling blockholder. Based on the sample of a hand-collected data on corporate governance characteristics, executive remuneration, and financial results of all public banks in Poland from 2005 to 2015, we find that the effective implementation of sound corporate governance practices should be rooted in the form of obligatory normative acts. Consistent with other studies we find a positive and statistically significant relationship between the corporate governance measures and the quality of remuneration policy. In particular, our study shows the significant role of two institutional factors positively determining the efficiency of incentive contracts: remuneration committees and institutional ownership. We also find that the banks controlled by foreign corporations, especially the US–UK–Ireland financial institutions, have a significantly more effective compensation policy than the banks controlled by domestic investors.
Adams, R. – Ferreira, D. (2009): Women in the Boardroom and Their Impact of Governance and Performance. Journal of Financial Economics, 94 (2): 291–309.
Ang, J. – Lauterbach, B. – Schreiber, B. (2002): Pay at the Executive Suite: How do U.S. Banks Compensate their Top Management Teams. Journal of Banking – Finance, 26 (6): 1143–1163.
Baker, G. P. – Jensen, M. C. – Murphy, K. J. (1988): Compensation and Incentives: Practice vs. Theory. Journal of Finance, 63(3): 593–616.
Balachandran, S. – Kogut, B. – Harnal, H. (2010): The Probability of Default, Excessive Risk, and Executive Compensation: A Study of Financial Services Firms from 1995 to 2008. Columbia Business School Research Paper Series.
Barro, J. R. – Barro, R. (1990): Pay, Performance, and Turnover of Bank CEOs. Journal of Labor Economics, 8(4): 448–481.
Bebchuk, L. – Cohen, A. – Spamann, H. (2010): The Wages of Failure: Executive Compensation at Bear Stearns and Lehman 2000–2008. Yale Journal on Regulation, 27: 257–282.
Bebchuk, L. A. – Fried, J. M. (2003): Executive Compensation as an Agency Problem. Journal of Economic Perspectives, 17(3): 71–92.
Ben-Amar, W. – Smaili, N. – Mandzila, E. (2014): Corporate Social Responsibility and the Quality of Executive Compensation Disclosures. The Journal of Applied Business Research, 30(2): 625–632.
Ben-Amar, W. – Zeghal, D. (2011): Board of Directors' Independence and Executive Compensation Disclosure Transparency. Journal of Applied Accounting Research, 12(1): 43–60.
Bender, R. – Porter, B. (2001): A Process Model of Directors Remuneration. Paper presented at the 24th Annual Congress of the European Accounting Association, Athens.
Bhagat, S. – Bolton, B. (2013): Bank Executive Compensation and Capital Requirements Reform, http://ssrn.com/abstract=1781318. Accessed 5 January 2017.
Burghof, H. P. – Hofman, C. (2000): Executives' Compensation of European Banks – Disclosure, Sensitivity, and their Impact on Bank Performance. Munich Business Research, 2000-01.
Cadbury, A. (2002): Corporate Governance and Chairmanship. A Personal View. Oxford: Oxford University Press.
Chung, H. – Judge, W. Q. – Li, Y-H. (2015): Voluntary Disclosure, Excess Executive Compensation, and Firm Value. Journal of Corporate Finance, 32: 64–90.
Clarkson, P. – Ami Lammerts, B. – Walker, J. (2005): CEO Remuneration Disclosure Quality: An Australian Perspective .University of Queensland Business School.
Committee of European Banking Supervisors (2009): High-level Principles of Remuneration Policy .
Conyon, M. J. – Peck, S. (1998): Board Control, Remuneration Committees, and Top Management Compensation. Academy of Management Journal, 41(2): 146–157.
Coulton, J. – James, C. – Taylor, S. (2001): The Transparency of CEO Compensation Disclosures: Does Corporate Governance Matter? Sydney: University of Technology.
Cunat, V. – Guadalupe, M. (2009): Executive Compensation and Competition in the Banking and Financial Sector. Journal of Banking – Finance, 33(3): 495–504.
Demsetz, R. – Sainderberg, M. (1999): Looking Beyond the CEO: Executive Compensation at Banks. Federal Reserve Bank of New York, No. 68.
DeYoung, R. – Peng, E. – Yan, M. (2013): Executive Compensation and Business Policy Choices at U.S. Commercial Banks. Journal of Financial and Quantitative Analysis, 48(1): 165–196.
Doucouliagos, H. – Haman, J. – Askary, S. (2007): Director's Remuneration and Performance in Australian Banking. Corporate Governance, 15(6): 1363–1383.
Eng, L. L. – Mak, Y. T. (2003): Corporate Governance and Voluntary Disclosure. Journal of Accounting and Public Policy, 22(4): 325–345.
European Banking Authority (2015): Guidelines on Sound Remuneration Policies under Articles 74(3) and 75(2) of Directive 2013/36/EU and Disclosures under Article 450 of Regulation (EU), No. 575/2013.
European Parliament (2013): Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on Access to the Activity of Credit Institutions and the Prudential Supervision of Credit Institutions and Investment Firms, Amending Directive 2002/87/EC and Repealing Directives 2006/48/EC and 2006/49/EC.
Fahlenbrach, R. – Stulz, R. (2009): Bank CEO Incentives and the Credit Crisis. NBER Working Paper Series, No. 15212.
Fernandes, N. – Ferreira, M. A. – Matos, P. – Murphy, K. J. (2013): Are US CEOs Paid More? New International Evidence. Review of Financial Studies, 26(2): 323–367.
Ferrarini, G. – Moloney, N. – Ungureanu, M. C. (2010): Executive Rem-uneration in Crisis: A Critical Assessment of Reforms in Europe. Journal of Corporate Law Studies, 10(1): 73–118.
Freeman, R. E. (1984): Strategic Management: A Stakeholder Approach. London: Pitman.
Gomez-Mejia, L. – Wiseman, R. M. (1997): Reframing Executive Compensation: An Assessment and Outlook. Journal of Management, 23(3): 291–374.
Gordon, J. N. (2006): Executive Compensation: If there’s a Problem, What’s the Remedy? The Case for Compensation Disclosure and Analysis. Journal of Corporation Law, Summer 102–130.
Greene, W. (2003): Econometrics Analysis. New Jersey: Prentice Hall.
Gregg, P. – Jewell, S. – Tonks, I. (2012): Executive Pay and Performance: Did Bankers' Bonuses Cause the Crisis? International Review of Finance, 12(1): 89–122.
Hearit, K. M. (1995): “Mistakes Were Made”: Organizations, Apologia, and Crises of Social Legitimacy. Communication Studies, 46(1–2): 1–17.
Hubbard, R. G. – Palia, D. (1995): Executive Pay and Performance. Evidence from the U.S. Banking Industry. Journal of Financial Economics, 39: 105–130.
Jensen, M. C. – Murphy, K. J. (1990): CEO Incentives – It's Not How Much You Pay, But How. Harvard Business Review, May–June: 138–157.
John, K. – Yiming, Q. (2003): Incentive Features in CEO Compensation in the Banking Industry. Economic Policy Review, April: 109–120.
Katmon, N. – Al Farooque, O. (2017): Exploring the Impact of Internal Corporate Governance on the Relation Between Disclosure Quality and Earnings Management in the UK Listed Companies. Journal of Business Ethics, 142: 345–367.
Kerr, J. – Betis, R. A. (1987): Boards of Directors, Top Management Compensation, and Shareholders Returns. Academy of Management Journal, 30(4): 645–664.
Kim, Y. – Park, M. S. – Wier, B. (2012): Is Earnings Quality Associated with Corporate Social Responsibility? The Accounting Review, 87(3): 761–796.
Laksamana, I. (2008): Corporate Board Governance and Voluntary Disclosure of Executive Compensation Practice. Contemporary Accounting Research, 25: 1147–1182.
Lang, M. – Lundholm, R. (1993): Cross-Sectional Determinants of Analyst Ratings of Corporate Disclosures. Journal of Accounting Research, 31: 246–271.
Liang, H. – Renneboog, L. – Sun, S. L. (2015): The Political Determinants of Executive Compensation: Evidence from an Emerging Economy. Emerging Markets Review, 25: 69–91.
Loukil, N. – Yousfi, O. (2016): Does Gender Diversity on Corporate Boards Increase Risk- Taking? Canadian Journal of Administrative Sciences, 33: 66–81.
Murphy, K. J. (2011): The Politics of Pay: A Legislative History of Executive Compensation. Marshall School of Business Working Paper, No. FBE 01.11.
Murphy, K. J. (2012): Pay, Politics and the Financial Crisis. https://pdfs.semanticscholar.org/4ec9/b5703fe80011442ab23a17bd9a2333cdef27.pdf. Accessed 15 December 2016.
Muslu, V. (2007): The Effect of Insiders on Compensation Disclosure and Incentive Compensation: Evidence from Europe. University of Texas Working Paper, Richardson, TX.
Passador, M. L. (2017): Corporate Governance Models: the Japanese Experience in Context. DePaul Business – Commercial Law Journal, 15: 25–53.
Redmond, W. R. (2004): On Institutional Rationality. Journal of Economic Issues, 38(1): 173–188.
Shleifer, A. – Vishny, R. W. (1996): A Survey of Corporate Governance. National Bureau of Economic Research Working Paper, No. 5554, Cambridge, MA.
Słomka-Gołębiewska, A. – Urbanek, P. (2016): Corporate Boards, Large Block holders and Executive Compensation in Banks: Evidence from Poland. Emerging Markets Review, 28: 203–220.
Suchman, M. C. (1995): Managing Legitimacy: Strategic and Institutional Approaches. Academy of Management Journal, 20(3): 571–611.
Tosi, H. I. – Gomez-Mejia, L. R. (1989): The Decoupling of CEO Pay and Performance: an Agency Theory Perspective. Administrative Science Quarterly, 34: 169–189.
Tosi, H. L. – Werner, S. – Katz, J. P. – Gomez-Mejia, L. R. (2000): How Much Does Performance Matter? A Meta-analysis of CEO Pay Studies. Journal of Management, 26(2): 301–339.
Vallascas, F. – Hangendorff, J. (2013): CEO Remuneration and Bank Default Risk: Evidence from the U.S. and Europe. Financial Markets, Institutions – Instruments, 22(2): 47–89.
Vives, X. (2000): Corporate Governance. Theoretical and Empirical Perspectives. Cambridge University Press.