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Corporate GovernanceEmerald Article: CEO turnover and firm performance, evidence from ThailandParichart Rachpradit, John C.S. Tang, Do Ba Khang
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To cite this document: Parichart Rachpradit, John C.S. Tang, Do Ba Khang, (2012),"CEO turnover and firm performance, evidence from Thailand", Corporate Governance, Vol. 12 Iss: 2 pp. 164 - 178
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CEO turnover and firm performance,evidence from Thailand
Parichart Rachpradit, John C.S. Tang and Do Ba Khang
Abstract
Purpose – This paper seeks to examine the relationship between chief executive officer (CEO) turnoverand firm performance and the moderating effects of ownership structure and board structure withrespect to listed non-financial companies in Thailand.
Design/methodology/approach – Logit model is employed to analyze the relationship between CEOturnover and firm performance.
Findings – The paper finds that both ownership and board structure have effects on the relationshipbetween CEO turnover and firm performance. The probability of CEO turnover is lower when the firm iscontrolled by family, the CEO is part of the controlling family, and board size is larger. Contrary toprevious studies, sensitivity of CEO turnover to firm performance is higher with the presence of CEOduality and lower degree of board independence. When a CEO continues to work beyond retirementage, the probability of turnover is not associated with firm performance.
Originality/value – This study provides evidence that CEO duality and low independent board is notnecessarily bad corporate governance practice for Thai companies and would be of interest toregulatory bodies, practitioners, and academic researchers.
Keywords Corporate governance, Boards of directors, Ownership, Chief executives,Corporate ownership, Thailand
Paper type Research paper
1. Introduction
Previous studies find that majority of public companies inmost parts of the world are controlled
by family (La Porta et al., 1999; Claessens et al., 2000; and Faccio and Lang, 2002). Economic
theories posit that family firms play the role as second-best solution to imperfection of financial
markets and the lack of managerial talent in developing countries (Burkart et al., 2003; Caselli
and Gennaioli, 2005). The theories assume that trusts among family ties should (partially)
solve agency problem between shareholders (principal) and managers (agent).
Researchers examine agency problem in the firms through various proxies. Those proxies
include firm performance, CEO compensation, anti-takeover provisions, likelihood of frauds,
and the relationship between the probability of Chief Executive Officer (CEO) turnover and
firm performance. One of the frequently observed proxies is the relationship between the
probability of CEO turnover and firm performance. The association between the probability
of CEO turnover and firm performance implies that there is a mechanism providing
motivation for the CEO to align his interests to those of shareholders. The relationship is
generally found to be negative (Warner et al., 1988; Weisbach, 1988; Morck et al., 1989;
Murphy and Zimmerman, 1993; Kang and Shivdasani, 1995; Denis et al., 1997; DeFond and
Park, 1999; Renneboog, 2000; Huson et al., 2001, 2004; Lausten, 2002; Brunello et al., 2003;
and Easterwood and Raheja, 2007).
However, the likelihood of CEO turnover following poor performance is found to be
influenced by board structure and ownership structure of the firm. In the case of board
PAGE 164 j CORPORATE GOVERNANCE j VOL. 12 NO. 2 2012, pp. 164-178, Q Emerald Group Publishing Limited, ISSN 1472-0701 DOI 10.1108/14720701211214061
Parichart Rachpradit is
Lecturer at the Department
of Business Management,
Asian Institute of
Technology, Pitsanuloke,
Thailand. John C.S. Tang
and Do Ba Khang are
based at the School of
Management, Asian
Institute of Technology,
Pitsanuloke, Thailand.
Received: March 2010Revised: March 2010Accepted: June 2010
structure, it has been widely acknowledged that board with small size, high independence,
and separate role of CEO and chairman will be better in performing its monitoring duty. This
view has been supported by many empirical studies. Yermack (1996) finds that the
probability of CEO turnover following the decline of firm performance decreases as board
size increases. Weisbach (1988) and Renneboog (2000) find higher level of board
independence increases the chance of CEO turnover following poor firm performance.
Renneboog (2000), Goyal and Park (2002), and Hou and Chuang (2008) find that the
sensitivity of CEO turnover to firm performance is lower when CEO chairs the board.
In the case of ownership structure, types of controlling owner affect the likelihood of CEO
turnover. Kang and Shivdasani (1995) find that when the firms are controlled by banks,
likelihood of CEO turnover following poor firm performance increases. However, when the
firm has family as a controlling owner, the effects on the likelihood of CEO turnover are mixed.
Tsai et al. (2006) provides evidence that family is effective in monitoring by showing higher
sensitivity of CEO turnover to firm performance for Taiwanese family controlled firms
compared with non-family controlled firms. On the contrary, Lausten (2002) and Volpin
(2002) find that family control decreases the probability of CEO turnover for Danish and
Italian firms, respectively. For Italian firms, Volpin (2002) finds lower sensitivity of CEO
turnover to firm performance when CEO is part of the controlling family while Brunello et al.
(2003) show that the negative relation between CEO turnover and firm performance holds
only if the controlling shareholder is not the CEO.
Ownership of Thai firms is heavily dominated by family (Claessens et al., 2000 and
Wiwattanakantang, 2001.) Family members are actively involved in management of the firms
and serving on the board. The in-depth knowledge of family involvement in business in Thai
firms has been considerably extended by Bertrand et al. (2008). The paper reveals that
involvement in business by the family members is related to the size of the family. Sons of the
founders normally play central role in the family business: the more sons in the family, the
more is the involvement in the business by the family. The more involvement in business by
the family leads to poor corporate governance and poor firm performance. The findings by
Bertrand et al. (2008) suggest that involvement in business of the family members in Thai
firms depends upon size of the family rather than managerial ability. Instead of the family
being a talent pool for managerial talent for the firm, the firm is rather a guaranteed job
market for family members. The fact that family foregoes an opportunity to hire probably
more qualified professional manager suggests an evidence of agency problem in family
firms. Furthermore, Bertrand et al. (2008) find that the more involvement in business by
family leads to poor corporate governance suggests that family ties are not mitigating but,
rather, creating agency problems. The association between family involvement in business
and family size suggests that there are agency costs involved.
From the discussion about family involvement in business which creates agency problem in
family firms, the effects should be the same for CEO turnover. The board is supposed to
monitor the management without bias. However, when the board members and the
management are from the same family, the board is expected to be unwilling to replace the
CEO even when the firm performs poorly. Due to the substantial voting rights and thus ability
to control the board, the controlling family should be able to protect the nonperforming CEO.
Additionally, ownership concentration in Thailand leads to absence of hostile takeover. Since
the majority of shares are owned by the family, share prices may fall greatly without the firm
becoming a takeover target. Without the threat of takeover, the family has no risk of losing
control. As a result of the lack of threat of losing control, the family has no pressure to correct
the poor performance in the short term by replacing the CEO. Hence, the likelihood of CEO
turnover in Thai family firms would unlikely be associated with firm performance.
Regarding board structure, there have been administrative efforts made by the Securities
and Exchange Commission (SEC) promoting better corporate governance in Thailand since
1995. One of those measures promoted by the SEC includes encouraging better board
structure which would gear toward smaller size, higher independence, and separation of
CEO and chairman position.
VOL. 12 NO. 2 2012 jCORPORATE GOVERNANCEj PAGE 165
Currently, most of the studies on the relationship between board structure and CEO turnover
are focused on dispersed ownership environments. Given the importance of family-owned
business in developing countries like Thailand, it would be of interest to see how ownership
and board structure are related to CEO turnover.
The rest of the paper is organized as follows. Section 2 discusses the related literature and
the formulation of hypotheses. Section 3 describes the data set and research methodology.
Section 4 gives the results of the study, and discusses and interprets empirical findings. The
conclusion is in section 5.
2. Related literature and hypotheses
The main objective of this paper is to examine the relationship between probability of CEO
turnover and firm performance for Thai firms. This paper follows the assumption that when
CEO is found to be poorly performing, the board may decide to remove that underperforming
CEO (Jensen and Meckling, 1976; Weisbach, 1988; and Hermalin and Weisbach, 2003).
Firm performance is usually used to determine CEO performance. Kim (1996, cited in Huson
et al., 2004) argues that firm performance at any time interval is assumed to be the sum of
management’s quality. Therefore, poor performance of the firm should be an evidence of
management failure and thus trigger CEO turnover, which is the essence of our main
hypothesis:
H1. The likelihood of CEO turnover is negatively related to firm performance.
The next step is to examine the effects of family ownership. There are two contrasting views
on the effects of family ownership on monitoring role of the board. On the one hand, the
controlling family, with incentive for close and effective monitoring, should increase the
likelihood of CEO turnover (Jensen and Meckling, 1976; Jensen, 1993). On the other hand,
since CEO is usually part of the controlling family, ownership and family ties should weaken
the likelihood of CEO turnover in family firm (Furtado and Karan, 1990, cited in Lausten,
2002). Empirical studies of the effects of family ownership, for example Volpin (2002),
Lausten (2002), Brunello et al. (2003), and Tsai et al. (2006), are usually conducted by
observing CEO turnover in two cases:
1. when the firm is controlled by the family; and
2. when CEO is part of the controlling family.
To hypothesize the effects of family ownership in the case of Thai firms, it is important that
strength of the family ties be taken into account. As discussed in the previous section, strong
family ties and incentives to retain involvement in business within family, coupled with the
lack of takeover threat would lead to unwillingness on the part of the board to replace the
nonperforming CEO. Therefore, we expect that family ownership would have a negative
effect on the likelihood of CEO turnover. The next two hypotheses are:
H2. CEO turnover is less likely when the firm is controlled by family.
H3. CEO turnover is less likely when CEO is part of the controlling family.
If family ownership decreases the likelihood of CEO turnover when firm performance
declines, it cannot be good news for minority shareholders in family firms. The role of board
structure therefore needs to be examined in order to understand how such structure has
effect on corporate governance.
The hypothesis regarding leadership of the board is to be discussed first. CEO duality refers
to the structure of the board where the role of CEO and chairman is combined (Rechner and
Dalton, 1991; Boyd, 1995; and Lam and Lee, 2008). Despite some advantages of CEO
duality – for example, clear leadership of the board and the firm, no rivalry between CEO
and chairman of the board, and lower cost of information sharing between CEO and
chairman (Lorsch and Zelleke, 2005; and Brickley et al., 1997) – such duality can also harm
the board’s critical roles in monitoring the CEO.
PAGE 166 jCORPORATE GOVERNANCEj VOL. 12 NO. 2 2012
The job of chairman is to run boardmeetings and supervise the board’s activities. Compared
to other board members, the chairman has strong influence on the board’s decision
including monitoring CEO performance. When CEO chairs the board, it is unlikely that the
board can evaluate CEO’s performance without bias. Previous studies provide evidence of
weaker monitoring effectiveness of the board with CEO duality by reporting lower likelihood
of CEO turnover in poor performing firm when CEO chairs the board (Goyal and Park, 2002;
and Hou and Chuang, 2008). This leads us to the next hypothesis:
H4. CEO turnover is less likely when CEO chairs the board.
The next hypothesis relates to the effect of board independence. When there is higher
proportion of outside directors on board, the board is said to be more independent since
there will be less potential domination by the management. Outside directors are supposed
to be better in CEO monitoring (Fama and Jensen, 1983; Jensen, 1993; and Hermalin and
Weisbach, 2003) due to twomajor reasons: First, outside directors have incentives to display
their expertise in decision making. As a result, they are more inclined to remove the
nonperforming CEO (Fama and Jensen, 1983). Second, with their careers tied to the CEO’s,
inside directors are generally unable or unwilling to replace the CEO while outside directors
can make the decision independently (Weisbach, 1988). Weisbach (1988) and Renneboog
(2000) find higher level of board independence increases the chance of CEO turnover
following poor performance. The next hypothesis therefore assumes that board with higher
degree of independence is more likely to replace poor performing CEO:
H5. CEO turnover is more likely when board independence is higher.
The next hypothesis of the effect of board structure is on board size. Most studies generally
recommend keeping the board size small for better effectiveness and less chance of being
controlled by the CEO (see Lipton and Lorsch, 1992 and Jensen, 1993 for example).
Yermack (1996) finds that the probability of CEO turnover following the decline of firm
performance decreases as board size increases. We therefore hypothesize that following
poor performance of the firm, board with larger size is less likely to replace CEO:
H6. CEO turnover is less likely when board size is larger.
In addition to board and ownership structure, probability of CEO turnover can be influenced
by CEO’s age (Weisbach, 1988; Murphy and Zimmerman, 1993; and Goyal and Park, 2002).
The likelihood of turnover following poor performance is found to be higher for younger CEO
(Parrino, 1997; and Hou and Chuang, 2008). To explain the higher chance of being replaced
after poor performance for younger CEO than those of older CEO, Parrino (1997) suggests
that ‘‘It is more costly to retain a poor CEO who is ten or 15 years from retirement than it is to
retain one who is likely to step down voluntarily in the next few years.’’ Chevalier and Ellison
(1999) add that older manager has advantage of prior success to reduce likelihood of being
replaced for current poor performance. When the manager is able to continue his position
beyond retirement age, it should have proved that the manager’s experience is highly valued
by the firm and the firm cannot find a younger match to replace the manager. This argument
may be able to explain the case of Thai firms. In Thai firms, there is significant proportion of
CEOs working beyond retirement age, which may be evidence of valuable expertise. This
leads to the following hypothesis:
H7. CEO turnover is less likely when CEO is older than retirement age.
3. Sample, data, and method
3.1 Data sources
This study uses 1,036 firm-year data of non-financial firms listed in the Stock Exchange of
Thailand (SET) during 2003-2007. Most of the data can be obtained from SETSmart
database provided by the SET. SETSmart database provides firm-level data including
financial statements and financial ratios, ownership of shareholders with 0.5 percent or more
shareholding, list of directors, and company files (form 56-1) which all public companies are
VOL. 12 NO. 2 2012 jCORPORATE GOVERNANCEj PAGE 167
required to submit to the SET annually. Form 56-1 contains extensive details of family
relationship among top management and their shareholding, and details of aggregate
shareholding of the controlling family and ultimate shareholders of private firms. Missing
details of family relationship is supplemented by the work of Polsiri and Wiwattnanakantang
(2006). Other supplementing sources of data include the company web sites, SET’s official
web site, and Business on Line database (BOL).
We exclude from our sample if the companies, during 2003-2007, had changes in controlling
owners, were running under rehabilitation plans, or were under investigation by the
Securities and Exchange Commission for financial fraud. These firms usually have top
management turnover with reasons unrelated to firm performance.
3.2 Empirical model
The relationship between CEO turnover and firm performance will be tested by logit model
following Weisbach (1988), Kang and Shivdasani (1995), Denis et al. (1997), Denis and
Kruse (2000), Huson et al. (2001), Suchard et al. (2001), Goyal and Park (2002), and Lausten
(2002). The estimated logit model is as follows:
Probability ðCEO turnoverÞ ¼ f ðfirm performance; family ownership; family CEO;
board leadership; board independence; board size;
CEO’s ageÞ
The dependent variable, CEO turnover equals one if the CEO in current year is a different
person from the CEO in the previous year, zero if otherwise. Firm performance is measured
by industry adjusted return on assets. Family ownership equals one if the firm is controlled
by family, zero if otherwise. Family CEO equals one if CEO is part of the controlling family,
zero if otherwise. Board leadership equals one if CEO chairs the board, zero if otherwise.
Board independence is measured by proportion of independent directors on board. Board
size is measured by the number of directors on board. CEO’s age equal one if CEO is older
than 61 years old, zero if otherwise. Additional explanation for selected variables is as
follows.
3.2.1 Firm performance. In previous studies, both accounting performance and market
performance have been used to identify its effect on CEO turnover and other corporate
governance mechanisms. For example, Weisbach (1988), Volpin (2002), Goyal and Park
(2002), Huson et al. (2001), Brunello et al. (2003), and Hou and Chuang (2008) use both
performances while others, for example, Lausten (2002) and Huson et al. (2004) focus only
on accounting performance. Although both types of firm performance have been frequently
used, market performance approach has some limitations. For example, Weisbach (1988)
argues that market performance will underestimate the effect of board structure on CEO
turnover. Weisbach explains that in general, the stock price of a poorly performing firm will
be trading at a discount. If CEO is a controlling owner and thus is unlikely to be replaced
even when firm performance is very poor, the discount of stock price for poor performance
will be even greater. Additionally, Kaplan (1994) suggests that market performance also
reflects changes in discount rates and therefore accounting performance may be more
informative to measure CEO performance. In the case of Thai firms, we find that most of Thai
stocks are very illiquid. In many firms, their stocks had hardly been traded for several months
and stock prices had hardly changed. Given the drawback of market performance
approach and illiquidity of Thai stocks, stock prices may not be a good measure for firm
performance. Thus, this study employs only accounting performance.
Return on assets (ROA) adjusted by median of the industry is frequently used to represent
firm performance in previous studies of CEO turnover, e.g. Kang and Shivdasani (1995),
Huson et al. (2001), and Goyal and Park (2002) so that it will not be biased by firm size,
industry effects, capital structure, and tax treatment. However, the industry median ROA is
not available in SETSmart database, only industry mean is provided. We assume that if the
board looks at other firms in the same industry when evaluating CEO performance, it should
look at the available measure, which is industry mean. This paper therefore uses such
measure as proxy of the industry’s ROA. The ROA used in this study is estimated by the ratio
PAGE 168 jCORPORATE GOVERNANCEj VOL. 12 NO. 2 2012
of earnings before interests and tax to total book value of total assets following Huson et al.
(2001) and Goyal and Park (2002).
3.2.2 Ownership of the firm. There are different ways to determine whether a firm is controlled
by the family. A firm can be identified as a family firm if it is run by family member(s)
(e.g. Anderson and Reeb, 2003 and Tsai et al., 2006). Alternatively, La Porta et al. (1999),
followed by Claessens et al. (2000) and Wiwattanakantang (2001), define that a firm is
controlled by family if the family has meaningful control of its votes. In this paper, since one of
our primary interests is to investigate whether family ownership has effects on board
effectiveness in CEO monitoring, family firm is to be identified by the control of voting rights.
The cut-off level which is the minimum level of voting rights used to determine whether a firm
is controlled by the family varies in different studies, for example 20 percent in La Porta et al.
(1999) and Claessens et al. (2000), and 25 percent in Wiwattanakantang (2001). Since
ownership of Thai firms is very concentrated, to gain control over the firm, one needs to hold
substantial level of ownership. This study therefore follows Wiwattanakantang (2001) using
the cut-off level of 25 percent. However, to make it comparable with studies in other
countries, the test for 20 percent cut-off level will also be conducted.
Voting right is determined by counting weakest link in the chain of control. For example, if a
family owns 21 percent of the stock of Firm A, which in turn has 25 percent of the stock in
Firm B, we would say that the family controls 21 percent of Firm B, or the weakest link in the
chain of voting rights. Thus, Firm B will be having the controlling owner using 20 percent
cut-off. When the 25 percent cut-off is applied, Firm B has no controlling owner.
3.2.3 Board independence. Most studies measure board independence using the
proportion of non-executive directors or outside directors on board: the larger the
proportion of non-executive/outside directors on board, the higher would be the degree of
board independence. In Thailand, ‘‘independent directors’’ are required by the Securities
and Exchange Commission. Independent director refers to the director with no involvement
in the company management, no relationship with major shareholders and hold less than 0.5
percent ownership of the firm. Since ‘‘independent directors’’ are very similar to ‘‘outside
directors’’ in corporate governance literature, this study therefore uses the proportion of
independent directors on board to represent degree of board independence.
4. Empirical results and discussion
4.1 Descriptive statistics
Table I provides descriptive data of sample firms. There are 67.8 percent and 63.1 percent of
the sample firms controlled by family at the 20 percent and 25 percent cut-off respectively. The
data show that ownership of Thai firms is strongly dominated by family. Minimum number of
independent board directors is two, which is the minimum requirement from Securities and
Exchange Commission while the maximum number reaches 11. The median for the number
and proportion of independent board directors is three and one-third, respectively, which
happens to be equal to the new requirement from SEC implemented in 2008. Board size
Table I Sample firms
Mean Median Max Min
Book value of total assets (Bt million) 13,360 2,869 751,453 270Proportion of firms controlled by family20 percent cut-off 67.8 – – –25 percent cut-off 63.1 – – –Proportion of firms with CEO duality 18.0 – – –Number of board members 10.97 11 25 5Number of independent directors on board 3.77 3 11 2Proportion of independent directors on board 0.36 0.33 0.75 0.09CEO’s age 53.82 54 86 34
VOL. 12 NO. 2 2012 jCORPORATE GOVERNANCEj PAGE 169
ranges from five to 25 with the mean and median of 11 which are higher than the limit size of
nine to ten recommended by Lipton and Lorsch (1992) and Jensen (1993).
Table II presents details of CEO turnover for the sample firms. Average turnover of Thai
non-financial firms during 2004-7 is 8.3 percent. CEO turnover in family firms is significantly
lower than in non-family firms.
Table III shows proportion of family CEO in family firms. At 25 percent cut-off, 60.9 percent of
family firms have family members holding CEO position. This is consistent with the findings
by Wiwattanakantang (2001) and Bertrand et al. (2008) that family members in Thai
companies are actively involved in management of the firm.
Table IV provides comparison between proportion of CEO duality in firms with family CEO
and other firms. Using 25 percent cut-off, family CEO accounts for 68 percent of boards with
CEO duality. A quick look at the data indicates that family CEOs are more likely to chair the
board compared to other CEOs.
4.2 Logistic regression results
Logit model of the likelihood of CEO turnover is conducted at both the 20 percent and 25
percent cut-off levels. Results for both are found to be similar. Therefore, only the results of
25 percent cut-off are presented and discussed.
4.3 CEO turnover and firm performance
4.3.1 Distinction between forced turnover and routine turnover. Previous studies exclude
turnovers around retirement age when examining the relationship between CEO turnover
and firm performance. For example, Weisbach (1988) excludes turnover at the age of 64, 65
and 66 from the sample assuming that those turnovers are planned retirement. In Thailand,
common retirement age is 60 years old. However, there are many cases found in the sample
firms where the CEOs are still working beyond retirement age. For example, in 2006, there
were 56 CEOs (estimated one-fifth of sample firms) with age of 61 and over. In some cases,
Table II CEO turnover
Family firms Non-family firms t-statistics
% turnover rate (whole sample ¼ 8.3 percent)20 percent cut-off 5.5 14.0 24.640*25 percent cut-off 5.4 13.2 24.431*
Notes: n ¼ 1,036; *significant at 1 percent level
Table III Family CEO in family firms
20 percent cut-off 25 percent cut-offNo. of firms % No. of firms %
Family CEO 421 60.1 395 60.9Non-family CEO 279 39.9 254 39.1Total 700 100.0 649 100.0
Table IV CEO duality and family CEOs
20 percent cut-off 25 percent cut-offFamily CEO
%Other firms
%Total
%Family CEO
%Other firms
%Total%
Duality 73 27 100 68 32 100Separation 34 66 100 32 68 100
PAGE 170 jCORPORATE GOVERNANCEj VOL. 12 NO. 2 2012
young CEOs were replaced by older CEOs who were over 60 years of age. In other cases,
some 60 year-old CEOs were replaced by even older CEOs. It is therefore difficult to
determine whether CEO resignation at the age around 60 is a planned retirement. Since
retirement may not be the true reason behind turnover at the age around 60 for the case of
Thai firms, excluding turnover around retirement age might also mean excluding forced
turnover, not only routine turnover.
For better determination whether retirement at the age around 60 is routine or forced
turnover, we therefore run the logit model of CEO turnover and firm performance for two
groups of sample firms, one group of sample firms includes all CEOs while the other
excludes CEOs at retirement age (59, 60 and 61).
The results are shown in Table V. Columns 1 and 2 present the results of CEOs of all age. The
coefficient to the industry adjusted ROA in prior year (ROAt-1) is 23.08 and significant at 5
percent level indicating that for all CEOs, when firm performance declines the likelihood of
CEO turnover increases significantly. When CEOs at the age of 59, 60 and 61 are excluded
from the sample, the results as displayed in columns 3 and 4, the coefficient to industry
adjusted ROA changes from 23.08 to 22.61 and significant at only 10 percent level
indicating that CEO turnover is less sensitive to firm performance. Moreover, the model is
significant at only 10 percent. The lower sensitivity of turnover to firm performance and lower
significance of the model suggest that excluding CEO at retirement age could possibly
mean excluding forced turnovers. Therefore, further test is conducted for the sample firms
that include only CEOs at retirement age. If turnovers for CEOs at the age around retirement
age are generally planned retirement, then there should be no relationship between turnover
and firm performance for such sample. The results are presented in columns 5 and 6.
Columns 5 and 6 show that the coefficient to industry adjusted ROA is 25.73 at 10 percent
significant level compared to 22.61 significant at 10 percent in column 2, indicating that
when CEOs are at retirement age, the probability of turnover (or retirement) is even more
sensitive to firm performance. The results suggest that turnover at the age of 59, 60 and 61
are not entirely planned retirement. Hence, we could not say that these turnovers are routine.
We therefore move on to examine the relationship between CEO turnover and firm
performance for the sample of Thai firms without exclusion of turnover around the retirement
age assuming that all turnovers are forced.
Table VI displays the results of logit model for all CEOs. Model 1 presents the results of all
sample firms, which is the same as column 1 in Table V. The results in Model 1 show that the
coefficient to the industry adjusted ROA is negative and significant at 5 percent level
indicating that when firm performance declines, the likelihood of CEO turnover increases
significantly. Therefore, H1 is supported. ROA in t 2 2 and t 2 3 is also tested but no
significant relationship with CEO turnover is found. The negative relationship between CEO
turnover and firm performance is consistent with previous empirical studies suggesting that
the board fulfills its monitoring task by replacing CEO when firm performs poorly.
Table V Results of logit model
All CEOsExclude retirement age
CEOsaInclude only CEOs at
retirement ageb
n p-value n p-value n p-value
Intercept 22.46 0.000 22.52 0.000 22.18 0.000Industry adjusted ROAt 21 23.08 0.018 22.61 0.068 25.73 0.092Number of observations 1,036 909 126Number of turnover 86 70 15Turnover rate (%) 8.3 7.7 11.922 log Likelihood 587.18 490.09 89.16Model p-value 0.019 0.069 0.093R 2 0.01 0.01 0.04
Notes: t 21 refers to the year preceding to CEO turnover; aexclude CEOs at the age of 59, 60 and 61; binclude only CEOs at the age of 59,60 and 61
VOL. 12 NO. 2 2012 jCORPORATE GOVERNANCEj PAGE 171
4.3.2 Ownership structure. When family ownership is taken into account by adding a dummy
variable as shown in Model 2, the coefficient to the industry adjusted ROA remains negative
but only significant at 10 percent level. The coefficient to the dummy for family ownership is
negative and significant at 1 percent level indicating that when the firm is controlled by
family, the probability of CEO turnover declines. Thus, H2 is supported.
To test H3, Model 3 is introduced, and it is the re-run of Model 2 by replacing the dummy
variable for family ownership with the dummy variable for family CEO. Model 3 shows that the
coefficient to industry adjusted ROA remains negative and significant at 5 percent. The
coefficient to the dummy for family CEO is negative and significant at 1 percent level
indicating that when CEO is part of the controlling family, the probability of CEO turnover
declines very significantly. H3 is therefore supported.
The results of effects of family ownership and family CEO on likelihood of CEO turnover
in Thai firms are consistent with the case of European firms (Lausten, 2002 and Volpin, 2002).
This study therefore provides support for management entrenchment in family firms as
hypothesized by Furtado and Karan (1990) that ownership and family ties should weaken the
likelihood of disciplinary CEO turnover in family firm. The results, however, are inconsistent
with the case of Taiwanese firms (Tsai et al., 2006). This seems to imply that Taiwanese family
is more effective in CEO monitoring and Taiwanese family CEO is relatively more
accountable to firm performance than those in Thailand and Europe. This is surprising
because Thailand’s cultural environment and family value is expected to be closer to those of
Taiwan as both are East Asian countries. However, it should be noted that the differences of
the effects of family ownership may be the result of different method of identifying family
firms. Our study uses level of ownership to identify family firms while according to Tsai et al.
(2006), the firm is said to be family firm if it fulfils one of the two criteria:
1. CEO is either the founder or a member of the founder’s family; or
2. more than half of the board seats are occupied by family members.
Therefore, in the case that CEO is just a founder or a family member of the founder, the family
may not have ultimate control over the firm’s voting rights and the board’s decision. It is
possible then that if a study on Taiwanese family defines family firm by level of ownership, the
results could be similar to the Thai and European studies.
4.3.3 Board structure and CEO’s age. As shown in Table VI, Model 4, the dummy variable for
CEO’s age and CEO duality, and variable of board independence and board size are added.
The coefficient to industry adjusted ROA remains negative and significant at 5 percent level
while only the coefficients to the dummy variable for age is positive and significant at 10
percent. Therefore, results in Model 4 indicate that H4-H7 are not supported.
Table VI Results of logit model
Model 1 Model 2 Model 3 Model 4n p-value n p-value n p-value n p-value
Intercept 22.46 0.000 21.95 0.000 22.11 0.000 22.93 0.076Industry adjusted ROAt21 23.08 0.018 22.58 0.051 22.71 0.037 22.74 0.041Dummy for family ownership in t 2 1 20.94 0.000 20.91 0.000Dummy for family CEO in t 2 1 21.30 0.000Dummy if age . 61 0.54 0.058Dummy for CEO duality in t 2 1 20.26 0.451Board independence in t 2 1 0.38 0.759log board size in t 2 1 0.72 0.579Number of observations 1,036 1,036 1,036 1,035Number of turnover 86 86 86 8522 log Likelihood 587.18 570.39 564.54 561.73Model p-value 0.019 0.000 0.000 0.000R 2 0.01 0.05 0.06 0.06
Notes: t21 refers to the year preceding to CEO turnover. Dummy for family ownership and family CEO is at 25 percent cut-off level
PAGE 172 jCORPORATE GOVERNANCEj VOL. 12 NO. 2 2012
From the results of Model 4, we cannot find evidence that board structure and CEO’s age
have influence on probability of CEO turnover in Thai firms despite empirical support in
several other studies. We therefore look further for different ways to test the hypotheses.
Lausten (2002) also found inconclusive results when using the same method to examine the
effect of CEO’s age on the likelihood of turnover. He conducted further test by splitting the
sample into two groups; younger and older CEO. We follow Lausten’s method to conduct
further test for H7. When the sample is divided into two groups: older CEOs and younger
CEOs, the results come out differently. In Table VII, columns 1 and 2 present the results of all
sample firms, which is the same as Model 1 in Table VI. Columns 3 and 4 show the results of
the sample for younger CEO. The coefficient to industry adjusted ROA is negative and
significant at 1 percent level indicating that the probability of CEO turnover at the age of 61
and lower is higher when firm performance declines. In column 3, despite the higher
turnover rate for older CEO, the coefficient of industry adjusted ROA is positive but
insignificant. The results indicate that when CEO is older than 61 years old, the likelihood of
being replaced is not associated with firm performance. The results are consistent with
previous studies indicating that younger CEO is more likely to be replaced with the decline of
performance than older CEO (Parrino, 1997; and Hou and Chuang, 2008).
The argument made by Chevalier and Ellison (1999) that the long success history of the
older CEO who continues to work beyond retirement age makes it difficult for the firm to find
equally qualified younger replacement seems to apply for Thailand. Further, this argument
can be strengthened by the suggestion made by Peng et al. (2001) that there is lack of
qualified personnel to fill top management positions in Thai firms. The estimated 17 percent
(176 out of 1,036 in Table V) of CEOs in the Thai sample firms remain working beyond
retirement age is not a small number, suggesting that experience and expertise are valuable
for Thai firms.
Similar method of splitting the data into subgroups is conducted to examine influence of
leadership of the board on likelihood of CEO turnover. The results are shown in Table VIII.
Table VIII Results of logit model, sample split by leadership of the board
All CEO CEO duality Separationn p-value n p-value n p-value
Intercept 22.46 0.000 22.92 0.000 22.39 0.000Industry adjusted ROAt 21 23.08 0.018 28.62 0.029 22.29 0.103n 1,036 186 850Number of turnover 86 12 7422 log Likelihood 587.18 83.80 500.02Model p-value 0.019 0.023 0.105R 2 0.01 0.07 0.01
Note: t 21 refers to the year preceding to CEO turnover
Table VII Results of logit model, sample split at 61 years of age
All CEO Younger CEOa Older CEOb
n p-value n p-value n p-value
Intercept 22.46 0.000 22.60 0.000 22.04 0.000Industry adjusted ROAt 21 23.08 0.018 24.58 0.002 2.92 0.31n 1,036 859 176Number of turnover 86 65 20Turnover rate (%) 8.3 7.5 11.3722 log Likelihood 587.18 450.76 123.62Model p-value 0.019 0.002 0.316R 2 0.01 0.03 0.01
Notes: t 21 refers to the year preceding to CEO turnover; athe sample size of younger and older CEOs add up to 1,035; bthe missing dataare due to one firm which did not report its CEO’s age
VOL. 12 NO. 2 2012 jCORPORATE GOVERNANCEj PAGE 173
Columns 1 and 2 in Table VIII present the results of all sample firms, which is the same as
Model 1 in Table VI. In columns 3 and 4, with the sample of firms with CEO duality, the
coefficient to industry adjusted ROA is negative and significant at 5 percent level indicating
that with CEO duality, the likelihood of turnover increases when firm performance declines.
Columns 5 and 6 show that the coefficient to industry adjusted ROA remains negative but not
significant, indicating that when CEO does not chair the board, the likelihood of being
replaced is not associated with firm performance. Therefore, H4 is not supported. This is
inconsistent with earlier studies made by Renneboog (2000), Goyal and Park (2002), and
Hou and Chuang (2008) that CEO duality decreases likelihood of CEO turnover. It makes the
results even more surprising given that the majority of CEO/chair are family CEOs. The
results in Model 3, Table VI, indicate that the probability of CEO turnover decreases when
CEO is part of the controlling family while the results in Table VIII imply that when the family
CEOs chair the board, they probably have motivation to display integrity as being
accountable for the firm performance, both as a CEO and as chairperson; supporting the
argument made by Lorsch and Zelleke (2005). Therefore, the results suggest that CEO
duality is not necessarily a bad corporate governance practice for Thai family firms.
Weisbach (1988) divides board into three types according to degree of independence:
1. insider-dominated;
2. outsider-dominated; and
3. mixed board.
We follow the method by splitting the sample into three groups to conduct further test for H5.
Less independent board has independent directors accounting for no more than 30 percent
of the board. More independent board has more than 33 percent independent directors on
board. Mixed board is in between. The 33 percent split off point used by this study takes into
account the new target required by the Securities and Exchange Commission regarding
proportion of independent directors on board. The results in Table IX show that an estimated
40 percent (416 out of 1,036) of the firms have reached SEC’s new target of having a
minimum of 33 percent independent directors on board. The coefficient to industry adjusted
ROA for less independent board and more independent board is negative and significant at
5 and 10 percent level respectively. For mixed board, the coefficient to industry adjusted
ROA is positive but not significant. In other word, the results show that only board consisting
of less than 30 percent and more than 33 percent independent directors tends to replace
CEO following the decline of firm performance. The results suggest that the less
independent board is equally effective in monitoring CEO as the more independent board
while mixed board is less likely to replace CEOwhen firm performance declines. An increase
in likelihood of CEO turnover of the more independent board supports previous studies,
which encourage board independence. However, it is surprising that the less independent
board is as effective in CEO monitoring as the more independent board. According to SEC’s
Table IX Results of logit model, sample split by independence of the board
All CEO Less independenta Mixedb More independentc
n p-value n p-value n p-value n p-value
Intercept 22.46 0.000 22.60 0.000 22.22 0.000 22.51 0.000Industry adjusted ROAt 21 23.08 0.018 25.17 0.024 1.09 0.701 23.69 0.058n 1,036 406 214 416Number of turnover 86 31 21 34Turnover rate (%) 8.3 7.6 9.8 8.222 log Likelihood 587.18 213.96 137.22 231.88Model p-value 0.019 0.024 0.700 0.059R 2 0.01 0.03 0.00 0.02
Notes: t 21 refers to the year preceding to CEO turnover; aboard with proportion of independent directors on board not exceed 30percent; bboard with proportion of independent directors on board of 31-33 percent; cboard with proportion of independent directors onboard over 33 percent
PAGE 174 jCORPORATE GOVERNANCEj VOL. 12 NO. 2 2012
requirement, independent directors should have no relationship with major shareholders
and hold no position in company management. Hence, non-independent directors should
generally include major shareholders, major shareholder representatives, and executive
directors. When board independence is lower, it should imply that the board has higher
proportion of executive directors and shareholders/shareholder representatives. Since
executive directors are more likely to protect the CEO, one plausible explanation for the
higher likelihood of CEO turnover following poor performance in the less independent board
is that the turnover may be initiated by shareholders and/or their representatives. Even
though we do not have an explanation why mixed board is not as effective in CEOmonitoring
as other types of board, from the results, it can be argued that non-independent directors
are as accountable as independent directors for the case of Thailand.
We also use the method of splitting sample into sub groups to run further test for H6. The
sample data are split into two sub samples. Smaller board refers to board with ten or less
directors while larger board refers to board with eleven or more directors. The split point of
ten follows the widely cited recommendation made by Lipton and Lorsch (1992) and Jensen
(1993) to limit board size to a maximum of ten directors. The results are shown in Table X. For
smaller boards, the coefficient to industry adjusted ROA is negative and significant at 5
percent level. For larger boards, the coefficient to industry adjusted ROA remains negative
but not significant. H6 is therefore supported. The results are consistent with previous
studies, for example Yermack (1996), indicating that a smaller board is more likely to replace
CEO when firm performance declines.
5. Conclusion
The findings of this study reveal that there is negative relationship between likelihood of CEO
turnover and firm performance in Thai listed non-finance companies. Both ownership
structure and board structure have effects on CEO turnover in Thai firms.
In the case of ownership structure, the likelihood of CEO turnover is lower when the firm is
controlled by family and when CEO is part of the controlling family. The results indicate that
family control negatively affects the board’s efficiency in CEO monitoring. This is not good
news for corporate governance in Thailand since more than 60 percent of Thai public firms
are controlled by family.
In the case of board structure, this study produces some surprising results:
B less independent board is as efficient in CEO monitoring as more independent board;
and
B CEO is more accountable to firm performance when he also serves as chairman of the
board.
It is worth noting that even though the results show that family CEOs are generally
entrenched, our findings also reveal that when family CEOs chair the board, instead of being
entrenched, they are evenmore accountable to firm performance. Another finding regarding
Table X Results of logit model, sample split by board size
All CEO Smaller boarda Larger boardb
n p-value n p-value n p-value
Intercept 22.46 0.000 22.52 0.000 22.41 0.000Industry adjusted ROAt 21 23.08 0.018 23.90 0.027 22.15 0.269n 1,036 464 572Number of turnover 86 38 4822 log Likelihood 587.18 258.17 328.51Model p-value 0.019 0.028 0.268R 2 0.01 0.02 0.01
Notes: t 21 refers to the year preceding to CEO turnover; aboard with total number of directors of ten or less; bboard with total number ofdirectors of more than ten
VOL. 12 NO. 2 2012 jCORPORATE GOVERNANCEj PAGE 175
board structure is that smaller board is more effective in replacing the CEO when firm
performance declines. It has been widely recommended in corporate governance literature
that the board should be small, independent, and separating the role of CEO and chairman.
The results suggest that the conventional wisdom that smaller board is a better board seems
to apply in the case of Thailand, while low independent board and CEO duality is not
necessary a bad corporate governance practice for Thai firms.
The results of the study also suggest that family ownership can weaken the board’s
effectiveness in CEO monitoring. However, effectiveness of the board in family firms can be
improved if proper arrangement of board structure is introduced. The board structure to be
implemented for Thai firms may not have to follow the same structure that works well in
western countries. Smaller board can be promoted while the proportion of independent
directors on the board and CEO duality need not be restricted. The new insights into board
structure effects on CEO monitoring efficiency for public companies in Thailand from this
study may also be relevant to public companies in other countries with similar family
ownership dominated environment.
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Corresponding author
Professor John C.S. Tang can be contacted at: [email protected]
PAGE 178 jCORPORATE GOVERNANCEj VOL. 12 NO. 2 2012
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