This dissertation consists of two essays, both co-authored with Ugur Lel. The first essay (Chapter 1) examines whether high CEO pay inequality (CPI), the share of total managerial pay captured by the CEO, is an outcome of poor corporate governance, and its implications for shareholder wealth. We exploit the 2002 NYSE and NASDAQ governance reforms that mandated firms to have majority independent boards as a quasi-exogenous source of variation in the internal governance environment of firms. Results show that CPI decreases following the passage of these exchange listing regulations, but only in firms with entrenched CEOs affected by the exchange listing regulations. Firm value also increases for these firms. These results are robust to a variety of robustness checks such as a matched sample analysis and placebo tests. Overall, our results suggest that poor governance environments are associated with high managerial pay differences and consequently lower firm valuations, supporting the view that high CEO pay inequality reflects managerial entrenchment. The second essay (Chapter 2) examines whether shareholders use executive compensation channel to align managerial horizon with their investment horizon. We utilize a newly emerged empirical measure, pay duration, to measure managerial horizon. For shareholder horizon, we use the fraction of long-term institutional ownership in the firm. Results show that there is a positive association between long-term institutional ownership and CEO pay duration, suggesting that shareholder horizon is a determining factor in compensation contracts. We address reverse causality using indexer institutions. We also establish a causal link from investor horizon to CEO pay duration using institution mergers as a source of exogenous variation in investor horizon of the firm. We extend our results to hedge fund activism and document a negative relation between hedge fund activism and pay duration, which is consistent with our argument. Overall our results suggest that shareholders structure CEO pay in a way that is consistent with their investment horizon. / Ph. D. / CEOs play a crucial role in today’s financial world. They are the ultimate decision makers in companies and their goal is to maximize the shareholder wealth. Motivating the CEO to work hard and maximize shareholder wealth hinges on optimally designed compensation contracts. Shareholders delegate company directors to design these pay contracts. However, conflicts of interest between directors and CEOs, between shareholders and CEOs, and even among shareholders, affect the design of CEO pay contracts. It is important to study these conflicts of interest and their effect on CEO compensation to ensure well-functioning companies and a fair market. The objective of the first chapter is to examine whether the CEOs are overpaid when the company directors are not able to monitor the actions and decisions of the CEOs. We document that powerful and established CEOs are overpaid, both in dollar terms and relative to other managers in the company, when they are not properly monitored. We also document that regulations that aim to improve monitoring quality in companies bring CEO pay to fair levels, leading to an increase in company valuations. These findings point out the importance of regulations that improve the governance of companies. In the second chapter, we examine short-termism (or myopia) in the context of CEO pay. Basically, short-termism is any action that saves today but is costly in future. While short-term shareholders invest in companies for short periods to take advantage of temporary changes in company valuation, long-term investors invest for long periods and aim to benefit from long-term increase in company valuation. We document that the conflict of interest among shareholders with different investment periods is reflected in the design of CEO pay contracts. In particular, CEOs wait more to receive their compensation if the dominant investor type in the company has longer investment period. This finding explains how shareholders use CEO compensation to achieve wealth maximization, highlighting the power and importance of CEO pay contracts.

Empirical evidence indicates that companies that reduce information asymmetry by increased voluntary disclosures achieve several benefits, such as lower cost of capital, improved pricing, and liquidity of their shares. Despite the possibility of such benefits, many studies report varying degrees of voluntary disclosure behaviour that is attributable to various factors. Recent studies indicate that investors’ investment horizon has a significant effect on actions taken by management. Companies with predominantly short-horizon investors spend less on research and development, invest in shorter-term projects that are less profitable than longer-term projects, and are more likely to manipulate earnings to meet short-term earnings expectations. This study investigates whether investors’ investment horizon has an effect on the quality of companies’ information environment. Long-horizon investors should be familiar with their investee company’s risks and rewards, using both their own internal information gathering processes and the cumulative information disclosed by management over time. Moreover, over the course of a long-term relationship, they can become familiar with management’s capability to deliver long-term sustainable returns. Long-horizon investors should therefore be less concerned with short-term fluctuations of earnings and management’s public explanations and disclosures thereof. I hypothesise that higher (lower) proportions of long-horizon investors are associated with lower (higher) quality voluntary disclosure. The shareholder familiarity hypothesis was tested in this study, using an ordinary least squares regression. Voluntary disclosures were observed via the channel of companies’ websites. A checklist was compiled of best practices for online investor relations, and content analyses were conducted on the websites of 205 companies listed on the Johannesburg Stock Exchange. Shareholder familiarity was proxied by shareholder stability, measured over nine years. The stability measure was lagged by one year to create a temporal difference between the shareholder profile and disclosure behaviour. I found that companies with a profile of unstable investors that are larger, younger, dual-listed and have a Big4 auditor have higher quality online investor relations practices. The hypothesis of a negative association between shareholder familiarity and voluntary disclosure quality is therefore accepted. This study extends the theory on information asymmetry and voluntary disclosure by providing evidence supporting the argument that investor horizon is a predictor of voluntary disclosure quality. The dictum of more is better does not hold in all scenarios. It is important for financial directors and investor relations officers to establish the investment horizon profile of their respective companies’ shareholders before they embark on extensive disclosure programmes. / Financial Intelligence