CEO報酬とコーポレート･ガバナンス：バングラディシュ上場銀行からの証拠

Agency problem occurs due to separation of management and shareholders and management compensation and corporate governance have received massive attention in academic research to mitigate the agency problem.Corporate governance acts as a mechanism to align the interest of management with shareholders.Management compensation and good corporate governance reduce the agency problem (Jensen and Meckling, 1976).Corporate governance (including compensation based on performance and proper monitoring) and compensation disclosure are the two key instruments to resolve agency conflict (Clarkson et al., 2011).Management compensation and corporate governance ensure better monitoring, transparency and accountability and meet the company's objective or shareholders demand of value maximization and interest of other stakeholders.Thus, management compensation and corporate governance are emerging issues in academic research nowadays.To date, most of the prior empirical research examined the CEO compensation and corporate governance using firms of different countries like US, UK, Australia, Canada, Japan, China, and Malaysia etc.But the research on CEO compensation and corporate governance have not been examined yet in the developing country especially in Bangladesh in compare to other developed and developing countries.Thus, there is a scarcity of research in the field of CEO compensation and corporate governance using data from Bangladeshi firms especially in the banking sector.In Bangladesh, banking sector is growing very fast and it is considered as the promising sector due to its contribution to a significant percentage in national GDP.It is well known that banking sector is well structured, comply the rules regulation properly and disclosure is higher in compare to other companies in Bangladesh.But till now, there is dearth of research study on CEO compensation and corporate governance which especially focuses on the determinants of CEO compensation, quality of CEO compensation disclosure, the major determinants of CEO compensation disclosure, quality of corporate governance and the significant indicators of corporate governance quality in the listed banks of Bangladesh.Moreover, there is no database or index to assess the quality of CEO compensation disclosure and quality of corporate governance in the listed banks.Thus, there is a gap of research especially in the pay and governance literature of Bangladesh.This gap of research inspires me to do my research on CEO compensation and Disclosure quality of management compensation plays an influential role to stakeholders, researchers, regulators and policymakers to ensure transparency and accountability.Shareholders raise the burning question that management receives excessive amount from their wealth and therefore, management compensation itself promotes the question of agency conflict without adequate disclosure of management compensation.In addition, information asymmetry is boosted up when there is lack of timely and quality disclosure of management compensation (Bebchuk et al., 2002;Jensen et al., 2004).Agency conflict and information asymmetry enhances the demand of disclosure of management compensation to the public and quality disclosure of management compensation limits the agency conflict and information asymmetry.Empirical studies documented public disclosure of CEO compensation is a norm over the years in developed countries especially in US (Andjelkovic et al., 2002), UK (Conyon and Murphy, 2000), Canada (Zhou, 2000) and Australia (Merherbi et al., 2006) but most of the countries till do not disclose compensation information in public.Similarly, there is dearth of empirical research on how CEO compensation disclose in the financial report, compensation policy and process, elements of compensation, types of incentives, retirement and long term benefits and relationship of CEO compensation disclosure with firm performance, corporate governance, firm characteristics and other variables in Bangladesh especially in the banking sector.Corporate governance is an emerging issue in academic research and various corporate scandals like Enron and Andersen in US and Marconi in UK increases the demand of effective corporate governance (Khanchel, 2007).Shareholders, investors, and advisors are interested to know the practices and compliance of corporate governance other than financial position and performance.There is no uniform policy to define corporate governance quality as the code of governance, rules and regulation, and best practices vary based on the firm, industry, country and time period.Empirical research on corporate governance quality and its determinants are mainly based on US (

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