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This paper studies the effect of incentive-based compensation on directors' monitoring of management. Using total accruals to measure the level of earnings management, I find that director stock option compensation is associated with higher levels of total accruals. I interpret this result to suggest that director stock options are more likely to align interests of directors with those of managers and that this convergence of interest manifests in lower transparency and reliability of financial information. The results suggest that director stock option compensation provides incentive for directors to compromise their task in the financial reporting process. Copyright (c) 2009, The Eastern Finance Association.

Since risk plays a role in setting dividend policy and granting stock options to directors, the paper investigates the effect of director compensation structure on the riskiness of the firms investment strategy by examining the firms dividend payout policy. The results imply that stock options to outside directors increase the firms appetite for risk and suggest that director stock options constitute a major incentive to changing corporate policies. The results also indicate that director stock options align the risk preferences of managers and directors. Finally, the results suggest that stock options do not motivate directors to act opportunistically in setting investment and payout policies.

We introduce a novel index capturing the power of an incoming CEO and explore the association between the appointment of a new CEO and turnover in the top management team (TMT). We document a statistically and economically significant relation between the level of new CEO power and the departure of senior executives. Specifically, we find that in addition to CEO origin, new CEO power is positively related to TMT turnover. We also find that in the post‐SOX period, CEO power is more significant in affecting TMT turnover and that directorship and ownership of senior executives reduce departure.

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