Year

2020

Degree Name

Doctor of Philosophy

Department

School of Accounting, Economics and Finance

Abstract

Divided into three empirical essays, this thesis investigates the antecedents and consequences of ‘Say on Pay’ voting outcomes in Australia for the period 2005 to 2018. Further, by exploiting a unique panel dataset spanning the CLERP 9 and ‘Two Strikes’ rule ‘Say on Pay’ regimes, the essays consider the impact of changes to ‘Say on Pay’ legislation on firm-level characteristics. This set of empirical essays contributes to addressing questions regarding the value of ‘Say on Pay’ legislation in the Australian context.

The first essay examines how CEO pay influences, and is influenced by, firm-level ‘Say on Pay’ voting outcomes. Further, through a series of event studies, it explores the market reaction to both the passage of the ‘Two Strikes’ rule in 2012 as well as market reactions to firm-level ‘strike’ occurrences after 2012. The findings indicate that: (i) negative ‘Say on Pay’ voting outcomes are increasing (decreasing) in CEO pay (firm performance); (ii) negative ‘Say on Pay’ outcomes have a reducing influence on CEO pay under the ‘Two Strikes’ rule relative to the CLERP 9 regime; (iii) the market responded favourably to the passage of the ‘Two Strikes’ rule; (iv) the market responded negatively to first ‘strike’ instances under the ‘Two Strikes’ rule. In general, the results attest to the efficacy of the ‘Two Strikes’ rule relative to the CLERP 9 regime. This essay contributes to the literature as it is the first to examine firm-level ‘Say on Pay’ outcomes in Australia under both the CLERP 9 and the ‘Two Strikes’ rule regimes. Further, it evaluates investor perceptions regarding the passage of the ‘Two Strikes’ rule as well as market reactions to firm-level ‘strike’ events. More broadly, it presents robust evidence regarding the firm-level implications of increasing shareholder power in corporate governance through changes to ‘Say on Pay’ legislation.

The second essay considers the interplay between CEO pay disparity, firm performance and firm-level ‘Say on Pay’ voting outcomes under both the CLERP 9 and ‘Two Strikes’ rule regimes. The findings suggest: (i) CEO pay disparity (firm performance) increases (decreases) firm-level ‘strike’ likelihood; (ii) second ‘strike’ instances under the ‘Two Strikes’ rule regime are associated with an increase in subsequent firm performance; (iii) under the ‘Two Strikes’ rule regime, subsequent CEO pay disparity is decreasing in second ‘strike’ events. The findings support the notion that ‘strikes’ under the ‘Two Strikes’ rule incentivised affected boards to protect shareholder wealth and modify executive pay design in subsequent periods. This essay contributes methodologically to the extant literature by considering the dynamic nature of shareholder voting through the implementation of a two-step System GMM estimator. Further, the analysis of CEO pay disparity promotes a broader analysis of ‘Say on Pay’ in terms of its effect on executive team pay.

This thesis is unavailable until Friday, June 02, 2023

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Unless otherwise indicated, the views expressed in this thesis are those of the author and do not necessarily represent the views of the University of Wollongong.