In this study, I examine whether firms hire new CFOs with improved qualifications following a financial reporting failure and subsequently experiencing CFO turnover. Prior literature provides evidence that restating firms attempt to take remedial actions to restore their credibility and reputation. This study extends prior literature by testing whether the decision to hire a new CFO is a valued remedial action for restating firms. The empirical results show that restating firms are more likely to hire new CFOs with more accounting expertise and from external sources than non-restating firms are. The market reacts more favorably when restating firms hire a CFO with more relevant accounting expertise than the incumbent CFO. I also find that the improved qualifications of the new CFO mitigate the information risk generated by the restatement. This study contributes to the literature with the assertion that accounting expertise is a valuable attribute that firms consider when making hiring decisions for CFOs, especially those firms that issued a restatement. The results imply that replacing CFOs is a valued remedial action for restating firms. The improved qualifications of the new CFOs improve the information environment for restating firms and reduce perceived risk from investors.

The Sarbanes-Oxley Act mandates public companies to establish internal control systems and assess their effectiveness. Quarterly reports by all companies and annual reports by companies with less than $75 million public float (non-accelerated filers) do not require auditor’s attestation while annual reports by companies with $75 million or more public float (accelerated filers) do require such auditor attestations. Quarterly reports should provide early warning of any impending material weakness (MW) to be disclosed in subsequent annual filings. This dissertation explores three types of “surprise” MW disclosures—positive, negative and no surprise—and consequences of such surprise disclosures. In part one, I document the frequency of surprise MW disclosures and internal control factors that are associated with each surprise type by filer status. Results show that 78 (77) percent of accelerated (non-accelerated) MW disclosures are negative surprise MW disclosures during 2004-2016. Entity level MWs are more associated with no-surprise rather than negative or positive surprise MW disclosures. In part two, I examine some consequences of surprise MW disclosures. The results show that companies with MW disclosures are more likely to dismiss their auditors and CFOs, and experience more shareholder voting against auditor ratification, compared to companies that issue clean reports. Auditor dismissal and CFO turnover are equally likely at negative and no-surprise MW disclosure companies. However, negative surprise accelerated filer companies’ shareholders are more likely to vote against auditor ratification than no-surprise accelerated filer companies. The third essay investigates the association between MW disclosures and audit fees. The results indicate that there is a significant positive association between audit fees and MW disclosures. Further, the results show that audit fees are higher at no-surprise companies than at negative surprise companies. The fourth essay focuses on audit report lag. The results indicate that MWs are associated with increased audit report lags, for both accelerated and non-accelerated filers. Further, surprise MW firms are more likely to experience increased audit report lag than no-surprise MW firms. Overall the results suggest that adverse internal control reports have consequences, and that the consequences vary between surprise and no-surprise MW firms. The results provide relevant empirical evidence to the ongoing debate on the necessity and efficacy of SOX Section 404 requirements.

本研究首先從經營績效、公司特性及公司治理角度探討財務主管之異動行為，並分析財務主管異動與後續經營績效及財務危機之關聯性。相關實證結果發現，前期經營績效不佳與內部治理愈差之公司會傾向更動財務主管，且當公司經營績效及財務狀況逐期惡化時，財務主管異動會較頻繁，但未發現控股結構複雜度與財務主管異動有關。此外，財務主管異動後之公司經營績效並無改善之跡象，符合惡性循環假說。財務主管異動與財務危機之研究結果發現，財務主管異動頻率與財務危機呈正向關係惟並不顯著，但若以下市或全額交割定義財務危機時，實證結果顯示，財務主管異動較頻繁、公司內部治理較差之公司，發生下市或全額交割之可能性愈高。 / This thesis examines the determinants of chief financial officer (CFO) turnover behavior and whether CFO turnover signals the operating performance of subsequent period. In addition, the association between CFO turnover and financial distress is also investigated. The empirical findings show that CFOs of firms with poor operating performance and weak internal governance environment are more likely to have turnovers. Deterioration in operating performance and financial conditions leads increase in frequency of the CFO turnover. Moreover, the CFO turnover tends to precede a poorer subsequent operating performance. While there is no association between the frequency of CFO turnover and occurrence of financial distress, it is found that higher the frequency of CFO turnover and poorer the internal governance environment, higher the probability of delisting of firms.

The CEO and CFO are the two key executives of a firm. They work cohesively to ensure the growth of the firm. After the adoption of the Sarbanes Oxley Act (SOX) in 2002, the importance of CFOs has increased due to their personal legal obligation in certifying the accuracy of financial statements. Only a few papers such as Mian (2001), Fee and Hadlock (2004), and Geiger and North (2006) focus on CFOs in the pre-SOX era. However, a vacuum exists in research focusing exclusively on CFOs in the post-SOX era. The purpose of this dissertation is to delve into a comprehensive investigation of the CFOs. More specifically, I answer three questions: a) does the CEO change lead to the CFO change? b) does the CFO appointment type affect the firm’s debt-equity choice? and c) does the CFO appointment affect the firm’s information environment? I use Shumway’s (2001) dynamic hazard model in answering question ‘a’. For question ‘b’, I use instrumental variable (IV) regression under various estimation techniques to control for endogeneity. For part ‘c’, I use the cross sectional difference-in-difference (DND) methodology by pairing treatment firms with control firms chosen by the propensity scores matching (PSM). I find there is about a 70% probability of CFO replacement after the CEO replacement. Both of their replacements are affected by prior year’s poor performance. In addition, as a custodian of the firm’s financial reporting, the CFO is replaced proactively due to a probability of restatement of earnings. I find firms with internal CFO hires issue more equity in the year of appointment than firms with external hires. The promoted CFO significantly improves the firm’s overall governance which helps the firm obtain external financing from equity issue. However, I find that CFO turnover does not significantly affect the firm’s information environment. To ensure that my finding is not due to mixing up of samples of good and distressed firms together, I separated distressed firms and re-ran my models and my finding still holds. This dissertation fills the gap in the literature with regards to CFOs and their post SOX relationship with the firm.