사외이사후보추천위원회의 자발적 도입에 영향을 미치는 요인 연구 : 대리인 비용과 감시유인을 중심으로

In this paper, we investigate what factors influence voluntary nominating committee formation, focusing on both agency costs and the proportion of the independent directors on the board of directors. Considering three kinds of agency costs which can occur between owners and managements, between owners and creditors, and between majority and minority stockholders, we examine whether each category of agency costs is associated with voluntary nominating committee formation. We also investigate whether the proportion of the independent directors on the board of directors is associated with voluntary nominating committee formation. We collect non-financing firms data from Korean listed companies for the period 2001-2009. Because Korean listed firms having more than or equal to 2,000 billion won of assets are required to form their nominating committees, this paper focuses on the firms of less than 2,000 billion won of assets. We selected non-financing firms voluntarily forming nominating committees, matched with those not forming nominating committees. The matching criteria used in the paper include year, industry classification and firm size. Our final sample consists of 92 non-financing firm-year data with voluntary nominating committees and 92 firm-year control data without them. In this paper, the dependent variable indicates whether the firm voluntarily adopts its nominating committee or not. We use three measures of the CEO type, the ratio of debt-to-total assets and the Chaebol affiliated firms. We further define monitoring incentives as the proportion of the independent directors on the board of directors. In order to control for other factors with systematic effects on the distribution of the dependent variable, we also add several control variables into the model to test the hypotheses such as firm size and board size. We find that the agency cost between the majority and minority owners is positively associated with the voluntary nominating committee formation. We also find that voluntary nominating committee formation is positively associated with the proportion of the independent directors on the board of directors. The results of this paper help to understand the economic determinants of voluntary formation of nominating committee. Empirical results also suggest several important implications for regulatory bodies on the effective composition of nominating committees.