Cover design and title pages

Anna Gogolewska

Graphic on the cover

Viktoriya Sukhanova/123RF, welcomia/123RF; author’s photo on page IV downloaded from the author’s archive

Publisher

Katarzyna Rosińska

English language editor

Antoni Górny

Graphic editing

Maryla Broda

Production coordinator

Mariola Grzywacka

Typesetting

Kamil Banaszewski

Conversion for PZWL Wydawnictwo Lekarskie

Michał Latusek

Advisors

prof. dr hab. Maria Aluchna

dr Tomasz Napiórkowski

Reviewers

dr hab. Czesław Mesjasz, prof. UEK

dr hab. Piotr Urbanek, prof. UŁ

Copyright © by Wydawnictwo Naukowe PWN SA

Warsaw 2020

ISBN 978-83-01-21147-9

This book has been prepared on paper edition from 2020 (First edition)

Warsaw 2020

Polish Scientific Publishers PWN

02-460 Warsaw, 2 G. Daimlera Street

tel. +48 22 69 54 321, fax +48 22 69 54 288

helpline 801 33 33 88

e-mail: pwn@pwn.com.pl; www.pwn.pl

SAMPLE

Acknowledgments

Introduction

1. Corporate governance and compensation theory

1.1. Introduction

1.2. Definition of corporate governance

1.3. Compensation theory

1.3.1. Reinforcement and expectancy theories

1.3.2. Equity theories

1.3.3. Agency theory

1.3.4. Transaction cost theory and incomplete contracts theory

1.3.5. Resource dependency theory

1.3.6. Compensation theory summarised

1.4. Corporate governance models

1.4.1. Simple financial model

1.4.2. Stewardship model

1.4.3. Stakeholder model

1.4.4. Political model

1.4.5. Corporate governance models summarised

1.5. Control mechanisms

1.5.1. Internal control mechanisms

1.5.2. External control mechanisms

1.5.3. Motivational mechanisms

1.6. Conclusions

2. Corporate governance and executive remuneration: An international comparison

2.1. Introduction

2.2. Corporate governance models across selected countries

2.2.1. Geographical taxonomy of corporate governance models

2.2.2. Corporate governance in the United States

2.2.3. Corporate governance in the United Kingdom

2.2.4. Corporate governance in Germany

2.2.5. Corporate governance in Poland

2.3. Executive remuneration across selected countries

2.3.1. Components of executive remuneration

2.3.2. Executive remuneration in the United States

2.3.3. Executive remuneration in the European Union

2.3.4. Executive remuneration in Poland

2.4. Conclusions

3. Corporate performance and executive remuneration

3.1. Introduction

3.2. Factors of corporate performance[239]

3.2.1. Defining performance

3.2.2. Internal performance factors

3.2.3. External performance factors

3.3. Determinants of executive remuneration

3.3.1. The significance of determinants of executive remuneration

3.3.2. Managerial labour market as a determinant of executive remuneration

3.3.3. The role of the board of directors in executive remuneration

3.3.4. Sales, profits, and total assets as determinants of executive remuneration

3.3.5. Other determinants of executive remuneration

3.4. The influence of executive compensation on performance

3.5. Conclusions

4. The influence of CEO compensation on performance of companies listed on the Warsaw Stock Exchange

4.1. Introduction

4.2. Hypothesis development

4.3. Data Analysis

4.3.1. Sources of Data

4.3.2. Scope of data sample

4.3.3. The breakdown of CEO remuneration

4.4. Research method

4.4.1. Tools used

4.4.2. Variables

4.5. Descriptive statistics

4.6. Model

4.7. Assessment of the quality of the model

4.8. Results

4.9. Discussion

Conclusions

Bibliography

List of abbreviations

Tools used

Appendices

Appendix I: Regression results for t for 2011–2015

Model Summary

Coefficients

Correlations with unstandardised residual

Appendix II: Regression results for t+1 for 2011–2015

Model Summary

Coefficients

Correlations with unstandardised residual

Appendix III: Regression results for t+2 for 2011–2015

Model Summary

Coefficients

Correlations with unstandardised residual

Appendix IV: Regression results for sample with state-owned companies excluded, 2011–2015

Model Summary

Coefficients

Correlations with unstandardised residual

List of excluded companies

Footnotes

Acknowledgments

First of all, I want to thank my family for instilling in me an interest in science and a motivation to study. Curiosity and motivation were the most important factors that made me pursue a PhD and a scholarly career. I also want to thank professor dr hab. Maria Aluchna—the person who contributed the most time and expertise to my dissertation, which this book is based on. Her perfectionism, while increasing the effort involved in writing, turned out to be very beneficial for its completion. I want to thank dr Tomasz Napiórkowski for his advice concerning the research and research methodology. I would also would like to express my gratitude to prof. UEK, dr hab. Czesław Mesjasz and prof. UŁ, dr hab. Piotr Urbanek for a very in-depth review of the dissertation and many pointed comments. In addition, I want to thank Sedlak & Sedlak and Notoria Serwis, companies which collected the data I used in this study. I would also like to thank the editor – Antoni Górny, and the entire publishing team at PWN who worked on this book. Last but not least, I want to thank all my professors, especially at my alma mater, the Warsaw School of Economics, but also at Tsinghua University, Harvard University, and London School of Economics, and all authors and scholars who inspired me with their ideas and works.

Introduction

The aim of the monograph and the hypothesis

This monograph discusses the remuneration of executives and its relationship with corporate performance. It provides a review of theories of compensation and corporate governance with a focus on the principal-agent theory, which describes the conflict of interests between shareholders and executives. It offers a broad review of the models of corporate governance and its control mechanisms. Executive remuneration is a motivational mechanism designed to solve the agency problem by aligning incentives between the managers and the shareholders. The monograph involves a review of structures of remuneration across selected countries, including Poland. It discusses different performance measures and their correlations with executive remuneration in international studies.

The main objective of this monograph is to examine the relationship between executive remuneration, particularly the total compensation of the chief executing officer (CEO), and corporate performance measured by changes in market valuation of companies listed on the Warsaw Stock Exchange (WSE). The hypothesis of this study is that the total CEO compensation has a positive relationship with firm performance measured by the stock valuation for non-financial companies listed on the Warsaw Stock Exchange.

Justification for the topic selection and theoretical background

Investors on the Warsaw Stock Exchange are looking to maximise their returns. Effective corporate governance mechanisms of the companies of which they own shares are one of the factors that influence the performance and valuation of these companies. Executive remuneration is one of the control mechanisms that may lead to stock price movements by helping solve the principal-agent problem, which serves as the primary conceptual framework in this monograph. According to Ross, an agency relationship arises between two or more parties when one, known as the agent, acts for, on behalf of, or as a representative for the other, known as the principal, in a particular domain of decision problems.[1] Along with long-term incentive plans, executive remuneration plays a significant role in solving agency problems as well as aligning the interests of the principals and the agents.[2] The agency theory assumes a positive correlation between executive remuneration and corporate performance. The relation between CEO compensation and market valuation of the Warsaw Stock Exchange companies studied in this monograph may help to find whether the agency theory is useful in explaining the relations between executive compensation and performance on the Polish market.

Research gap and motivation for the research

According to Miroński and Dembowski, the first research into the relationship between management compensation and company performance dates back to the 1980s, when scholars such as Murphy, Coughlan and Schmidt, and Benston provided evidence confirming the correlation between these two measures.[3] Further, Baker, Jensen, and Murphy studied the influence of executive remuneration on company performance, which is the topic of the research conducted for this monograph.[4] Later on, many scholars also studied the links between particular components of executive compensation and corporate performance. These studies are also briefly reviewed in this monograph, although they are not tested due to low availability of data on the Polish market.

The literature review demonstrates that the results of prior research vary between countries. On the one hand, researchers who observed a positive relationship between executive compensation and company performance, such as Abowd, showed that payment of an incremental 10% bonus for good economic performance was associated with a 0.3% to 0.9% increase in the expected after-tax gross economic return in the following fiscal year.[5] The payment of an incremental raise of 10% following good stock market performance is associated with a 4% to 12% increase in expected total shareholder return. Fong, Misangyi, and Tosi noted a significant positive correlation between CEO overpayment and change in return on assets (ROA).[6] Kale, Reis, and Venkateswaran found that the total compensation gap between CEOs and vice-presidents (VPs) is positively correlated with company performance, measured both in ROA and firm’s Q, defined as the ratio of the sum of market value of equity and book value of debt to total assets.[7] Lewellen, Loderer, Martin and Blum found a statistically significant and positive relationship between the level of compensation of the three best-paid executives and the firm’s common stock returns.[8] A 10% increase in senior executive remuneration is associated with an additional 0.5% in stock return. Tests of the second hypothesis also indicated a positive relationship between the remuneration of best-paid three executives and the return on equity. Manders noted a positive, although nonsignificant, relationship between total CEO compensation and a firm’s ROA and Tobin’s Q (total market value / total assets value).[9]

Numerous studies find a negative relationship between executive remuneration and firm performance. Core, Holthausen, and Larcker observed a negative correlation between predicted excess compensation, based on board structure and ownership structure, and firm performance.[10] The results prove that the higher the predicted excess compensation, the lower the performance of the company. A 40% increase in excess compensation (one standard deviation) decreased ROA by 1.36% (1 year), 1.19% (3 years), and 0.97% (5 years). The same 40% increase in excess compensation decreased annual stock returns by 4.97% (1 year), 2.82% (3 years), and 1.78% (5 years). Kazan found a non-significant negative relationship between CEO total compensation and firm performance measured with ROA and return on equity (ROE).[11] The findings of Grunditz and Lindqvist show that there is no significant relationship between any of the salary components (bonus, base salary) of the CEO and ROE.[12] It is worth noticing that the base salary is negatively correlated with ROE, although insignificantly. When ROA is treated as a proxy for firm performance, no significant correlation with the bonus is observed, while the base salary is in a weak negative correlation with this ratio. There is no relationship between earnings per share (EPS) and either base salary or bonus.

These mixed results, which range from significant positive relations, through nonsignificant results, to significant negative relations between executive compensation and firm performance demand further research into this topic on more markets. This kind of complex research into the relationship between executive remuneration and corporate performance has not been performed yet on the Polish market, nor in the region of Central and Eastern Europe. Some scholars, particularly Słomka-Gołębiowska and Urbanek, have conducted some research, but focussing only on financial sector companies. The purpose of this study is to address this narrowness of the prior studies and to fill the research gap by considering all companies on the Polish market outside of the financial services industry.[13]

Research method

This thesis is based on a quantitative analysis on a sample of all Warsaw Stock Exchange companies that disclose data about their CEO compensation with the exception of the financial services sector for the years 2011–2015.

The hypothesis will be tested with linear regression using IBM SPSS Statistics 24 for each of the years. All variables are entered at the same time. The standard method of multiple regression will be used.

To test for a relationship between total CEO compensation and the market value of the company, the following regression equation will be estimated:

Ln (Market Value)i = β₀ + β₁ Ln (Total CEO Compensation)i + β₂ Ln (Total Assets)i + β3 Ln (Sales)i + β4 Price to Book Value i + β5 Debt Ratio i + Σ Industry i + εi,

where

– Ln (Market Value)i is the natural logarithm of market valuation of firm i;

– Ln (Total CEO Compensation)i is the natural logarithm of total compensation of the Chief Executive Officer of firm i, including the salary, bonuses, and any other incentives received by the CEO in a particular year;

– Ln (Total Assets)i is the natural logarithm of total assets of firm i;

– Ln (Sales)i is the natural logarithm of sales of firm i;

– Price to Book Value i is the market price to book value of firm i;

– Debt Ratio i is the total debt to total assets of firm i;

– Σ Industry i is the sum of industry dummies of firm i;

– εi is the error term.

In order to study the long-term effects of CEO remuneration on company valuation in subsequent years, the one- and two-year shift will be analysed as well.

The structure of the monograph

The first chapter discusses corporate governance and compensation theory. It starts with a definition of corporate governance to set the background for the subject of the monograph. Among the compensation theories discussed are reinforcement and expectancy theories, equity theories, agency theory, transaction cost theory, and incomplete contracts theory. Then, corporate governance models are presented, starting with the simple financial model, which is based on the agency theory. The next one, the stewardship model, is tied to the contradicting stewardship theory. The stakeholder model introduces various groups of stakeholders in addition to those who have been discussed thus far. The political model considers the role of political influence in the corporation. The resource dependency theory emphasises the role of resources directors bring along to the company. Internal, external, and motivational control mechanisms are introduced in order to minimise the impact of the agency problem, in accordance with the corporate governance principles outlined in the Cadbury Report and in the Principles of Corporate Governance reports from the OECD.

Chapter two discusses different corporate governance models as well as executive compensation structures across selected countries. It starts with a review of corporate governance models of selected major countries and compares these models with those found in Poland. Then, it defines and lists the components of executive remuneration, followed by empirical evidence from selected countries, including Poland. The structure of executive remuneration is compared between countries, with useful statistics highlighted.

Chapter three presents studies on the relationship between executive remuneration and corporate performance. It opens with a definition of corporate performance, its measures, as well as internal and external performance factors. Then, it discusses the determinants of executive remuneration. Finally, it presents a literature review of works that deal with the main topic of this monograph, which is the influence of executive remuneration on corporate performance. The studies under consideration come from multiple markets. This chapter provides a reliable background for the research on companies listed on the Warsaw Stock Exchange, involving studies by various scholars, methodologies, and best practices. This concludes the theoretical and literature review part based on secondary sources. The research part, which attempts to fill the gap in relation to the Polish market, is presented in chapter four.

Chapter four presents the evidence from the empirical research of a sample of companies listed on the Warsaw Stock Exchange. Multiple authors have considered the influence of company performance on executive remuneration. The aim of this research is to fill the gap in the other, less frequently covered relationship, namely the influence of executive remuneration on company performance. The chapter opens with a brief literature review of the results of similar research, which allows for the hypothesis to be formulated. It follows with the definition of the scope of the data, providing explanations for exclusions. Then, it turns to the analysis of the sources of data, which are mainly financial statements published by the companies or information from the Warsaw Stock Exchange. The chapter reviews the structure of CEO compensation and various other statistics with segmentation by gender, industry, year, and a breakdown by the components of the remuneration. It follows that with a brief description of the methodology and tools used in the study. Then, it provides a detailed analysis of the variables used by other scholars, explaining the choice of variables for this study. This is followed by the key descriptive statistics. Then, the model is presented, and its quality assessed with the tools described earlier. Finally, the chapter closes with results and conclusions.

1.
Corporate governance and compensation theory

1.1. Introduction

Chapter one introduces the theory of corporate governance and compensation. It starts with the definition of corporate governance. Then, it discusses the theoretical framework behind the key subject of the monograph, executive compensation. This discussion includes such concepts as reinforcement and expectancy theories, equity theory, agency theory, transaction cost theory, incomplete contracts theory, and resource dependency theory. The reinforcement theory refers to the impact of reinforcement on behaviour, in this case, on work. The expectancy theory is very similar, although it considers solely the expectations of reward. The equity theory concerns the conviction in the fairness of a person involved in an exchange, such as a work contract, which is derived from a comparison with other contractual situations. The agency theory describes the relation between two parties, where one, known as the agent, acts on behalf of another, called the principal. The transaction cost theory emphasises the transaction cost reducing role of organisation, while incomplete contracts theory points to the impact of low probability events not predicted by the contract. The resource dependency theory focuses on the role of resources brought to the company by the board directors. The chapter reviews various corporate governance models, such as the simple financial model based on the agency theory, the stewardship model rooted in the stewardship theory, and the stakeholder model, as well as the political model. It also provides examples of the major principles of corporate governance. It ends with a review of corporate governance control mechanisms, which include internal, external, and motivational components.

1.2. Definition of corporate governance

Executive remuneration is an internal control mechanism of corporate governance. Its role is to resolve the conflict of interest between shareholders and executives, known as the principal-agent problem. Before analysing the impact that executive remuneration has on the performance of companies, it is important to define the broader context in which this problem takes place, namely corporate governance. Within a classical approach, this term only applies to listed companies, but it may be applied to any other entity. According to one definition, corporate governance is the system by which companies are directed and controlled.[14] A similar view is proposed by Urbanek, who defines corporate governance as “the rules according to which corporations are managed and controlled.”[15] This definition is also used by other scholars, such as Adamska.[16] However, since there are many types of corporations and many different ways to exercise corporate governance over them, there are also multiple definitions of corporate governance.

Shailer defines corporate governance as the mechanisms, processes and relations by which corporations are controlled and directed.[17] This definition is more granular, as it names the specific elements of the system. Corporate governance thus involves both high-level mechanisms and more detailed processes while putting stress on the human factor involved in relations.

When defining corporate governance, Sifuna focusses on the legal aspects of its scope, identifying it as “a system of law and sound approaches by which corporations are directed and controlled focusing on the internal and external corporate structures with the intention of monitoring the actions of management and directors and thereby mitigating agency risks which may stem from the misdeeds of corporate officers.”[18] This definition emphasises many important aspects of corporate governance. Firstly, it recognises that the system involves both legal elements, that is, clearly defined rules and procedures, and “sound approaches,” which may not be clearly defined or set in stone. Secondly, it addresses the mitigation of the agency risk, which is embedded in the conflict of interest between the principal and the agent, as mentioned in the section on compensation theory. Finally, it mentions both internal and external corporate structures, which means that the scope of corporate governance is not limited only to entities within the corporation, but involves many other stakeholders, such as shareholders, external auditors, and clients, or government entities, such as tax auditors. This approach was also endorsed by Samborski, who argues that governance provides an opportunity to increase the number of stakeholders engaged in the formulation and implementation of the corporate policy.[19] The role of other stakeholders in corporate governance was also emphasised by Koładkiewicz, who understands corporations as organisations that serve their environment.[20] Rudolf perceives corporate governance as a social phenomenon.[21] Bohdanowicz also considers the role of broadly defined stakeholders, but he emphasises that the shareholders are the key stakeholders.[22]

The recognition of external elements of governance is taken even further by the GRC Glossary, which focusses on definitions of governance, assurance and management of performance, risk, and compliance. It defines corporate governance as “the act of externally directing, controlling and evaluating a corporation.”[23] Governance itself is defined as “the act of externally directing, controlling and evaluating an entity, process or resource.”[24] This definition devalues internal mechanisms of governance, clearly separating governance from management, defined as two separate functions. The distinction between execution and control is crucial, but it is also worth mentioning that these functions are often actually performed by the same resources. Rudolf proposes another perspective on the classification of internal and external governance, defining internal governance as driven by the shareholders, whereas external governance is conducted by entities outside of the corporation.[25]

Zingales centres his definition around control over the distribution of quasi-rents, defining corporate governance as a “set of conditions that shapes the ex-post bargaining over the quasi-rents generated by a firm.”[26] Quasi-rent is a term introduced by Marshall that describes short-term earnings, usually unsustainable in the long run, which the owner receives from fixed assets.[27] This definition narrows the scope of governance only to the ex-post distribution of profits, omitting the question of control over the ex-ante process of generating the profits.

Williamson highlights the importance of corporate governance in a company by defining a firm as a governance structure. He claims that firms must not be perceived as entities transforming inputs into outputs, but should rather be described in relation to other modes of governance, all of which have their own internal structures. In his view, the governance approach, like the contract approach and the private ordering approach, maintains that structure arises mainly in the service of economising transaction costs.[28]

Keasey and Wright state that “corporate governance concerns the structures and processes associated with production, decision making, control and so on within an organisation,” that is, all aspects of a company.[29] They use the notion of accountability, which they consider a sub-set of corporate governance, to describe a process that “involves the monitoring, evaluation and control of organisational agents to ensure that they behave in the interest of shareholders and other stakeholders.”[30] This definition, unlike those that only consider the tools of controlling a corporation, elaborates on the purpose of control, which is safeguarding the interest of shareholders and other stakeholders. This highlights why corporate governance is needed and what its outcome should be.

Gospel and Pendleton expand on this approach, stating that “corporate governance is concerned with who controls the firm, in whose interest the firm is governed and the various ways whereby control is exercised. This can be contrasted with the conventional wisdom in financial economics that governance is about how shareholders control managerial opportunism through the alignment of incentives.”[31] They also disagree with the principal-agent model, stating that it “abstracts investor-management relationships from their institutional context, it incorporates a reductionism that excludes other actors (such as labour), and it fails to engage with the diversity of interests among both investors and managers.”[32] This approach focuses mainly on the human factor as well as the relations between people responsible for governance and executives, employees, and shareholders.

Iwu-Egwuonwu defines corporate governance as “a system by which corporations are governed and controlled with a view to increasing shareholder value and meeting the expectations of other stakeholders.”[33] This definition narrows the scope of corporate governance to increasing shareholder value as well as meeting the expectations of other stakeholders.

According to Ayuso and Argandoña, “corporate governance refers to the system by which organisations are directed and controlled and which specifies the distribution of rights and responsibilities among shareholders and managers and the rules and procedures for making decisions on corporate affairs. However, in a wider sense, corporate governance also includes the relationships with a broader range of firm stakeholders, both internal (employers) and external (customers, suppliers, etc.).”[34] This definition involves one important aspect not included in those discussed above, namely the distribution of rights and responsibilities among shareholders and managers. Jeżak takes a similar approach, defining corporate governance as the network of relations between the executives and supervisory bodies, shareholders, and other stakeholders.[35]

Aluchna distinguishes three levels of corporate governance, corresponding to three perspectives of analysis: macro, mezzo, and micro. The macro perspective consists in system analysis, which involves the analysis of national, economic, and political systems and regulations. The mezzo level includes such aspects as institutions and regulations regarding corporate governance. The micro perspective focuses on the company and the effectiveness of corporate governance applied within it.[36]

The role of executive remuneration in corporate governance, the central topic of this monograph, is analysed by Urbanek.[37] Mesjasz elaborates on this topic in the context of public companies.[38] Aluchna describes the role of executive remuneration as a corporate governance control mechanism.[39] A review of the links between executive compensation and company performance was performed by Miroński and Dembowski.[40] In Poland, executive remuneration and corporate performance were extensively analysed from the preceptive of the financial services sector. Słomka-Gołębiowska studied corporate boards, large blockholders, and executive compensation in Polish banks (with Urbanek), and the impact of independent remuneration committees on the pay-performance relationship in Polish banks.[41] The financial services aspect of corporate governance was also analysed by Urbanek in such contexts as the stability of financial sector or the financial crisis.[42]

This section presented multiple definitions of corporate governance. Despite a high interest in corporate governance among scholars, it is challenging to pick one definition of this term that would be accepted by everyone. According to Jerzemowska, the definitions vary in their capacity, and consensus is difficult to achieve due to disparate views on the purpose of a company.[43] Some definitions vary merely in the scope they attach to corporate governance, but some represent extremely diverse perspectives. Mesjasz notes this phenomenon and explains it with the multidimensionality of corporate governance.[44] The variety of perspectives on this field generates inter-, multi-, and trans-disciplinarity as well as challenges to the development of theoretical concepts. Nevertheless, the definition assumed in this monograph states that corporate governance is “the rules according to which corporations are managed and controlled.”[45]

Footnotes

[1] S. Ross, The Economic Theory of Agency: The Principal’s Problem, “The American Economic Review” 1973 (63), no. 2, 134–139.

[2] M. Aluchna, Własność a Corporate Governance: Systemy, Rynki, Przedsiębiorstwa, Wydawnictwo Poltext, Warszawa 2015.

[3] J. Miroński and R. Dembowski, Executive Compensation: Its Structure, Links to Company Performance, Executives’ Perception, and International Differences, “Journal of Management and Financial Sciences” 2017 (10), no. 29, 47–72; K. Murphy, Corporate Performance and Managerial Remuneration: An Empirical Analysis, “Journal of Accounting and Economics” 1985 (7), no. 1–3, 11–42; A. Coughlan and R. Schmidt, Executive Compensation, Management Turnover, and Firm Performance: An Empirical Investigation, “Journal of Accounting and Economics” 1985 (7), no. 1–3, 43–66; G. Benston, The Self-Serving Management Hypothesis: Some Evidence, “Journal of Accounting and Economics” 1985 (7), no. 1–3, 67–84.

[4] G. Baker, M. Jensen, and K. Murphy, Compensation and Incentives: Practice vs. Theory, “The Journal of Finance” 1988 (43), no. 3, 593–616.

[5] J. Abowd, Does Performance-Based Managerial Compensation Affect Corporate Performance?, “Industrial and Labor Relations Review” 1990 (43).

[6] E.A. Fong, V.F. Misangyi, and H.L. Tosi, The Effect of CEO Pay Deviations on CEO Withdrawal, Firm Size, and Firm Profits, “Strategic Management Journal” 2010 (31), no. 6, 629–651.

[7] J.R. Kale, E. Reis, and A. Venkateswaran, Rank-Order Tournaments and Incentive Alignment: The Effect on Firm Performance, “The Journal of Finance” 2009 (64), no. 3, 1479–1512.

[8] W. Lewellen, C. Loderer, K. Martin, and G. Blum, Executive Compensation and the Performance of the Firm, “Managerial and Decision Economics” 1992 (13), no. 1, 65–74.

[9] T. Manders, Executive Compensation Structure and Company Performance, BA Thesis, Tilburg University, 2012, http://arno.uvt.nl/show.cgi?fid=129620.

[10] J. Core, R. Holthausen, and D. Larcker, Corporate Governance, Chief Executive Officer Compensation, and Firm Performance, “Journal of Financial Economics,” 1999, no. 51, 371–406.

[11] E. Kazan, The Impact of CEO Compensation on Firm Performance in Scandinavia, 8th IBA Bachelor Thesis Conference, 10 November 2016, University of Twente, http://purl.utwente.nl/essays/71332.

[12] J. Grunditz and J. Lindqvist, CEO Compensation and Company Performance: An Empirical Study of the Situation in Sweden’s Listed Companies, MA Thesis, Graduate Business School, School of Economics and Commercial Law, Göteborg University, 2003.

[13] A. Słomka-Gołębiowska, Polityka Wynagradzania Kierownictwa Banków. Regulacje i praktyka, Wolters Kluwer, Warszawa 2016; P. Urbanek, Nadzór Korporacyjny a Stabilność Sektora Finansowego, Wydawnictwo Uniwersytetu Łódzkiego, Łódź 2012.

[14] Cadbury Committee, Report of the Committee on the Financial Aspects of Corporate Governance, December 1992.

[15] P. Urbanek, Nadzór Korporacyjny a Stabilność Sektora Finansowego, Wydawnictwo Uniwerytetu Łódzkiego, Łódź 2012, 15.

[16] A. Adamska, C. Mesjasz, and P. Urbanek, Teorie Ładu Korporacyjnego: Władanie i Kontrola w Złożonym Świecie, Wydawnictwo Uniwersytetu Łódzkiego, Łódź 2016.

[17] G. Shailer, An Introduction to Corporate Governance in Australia, Pearson Education Australia, Sydney 2004.

[18] A.P. Sifuna, Disclose or Abstain: The Prohibition of Insider Trading on Trial, “Journal of International Banking Law and Regulation” 2012 (27), no. 9, quoted in R. Dibra and J. Bodini, Corporate Governance in Balkan Financial Institution, Case of Albania, “Risk Governance and Control: Financial Markets and Institutions” 2013 (3), no. 2, 30.

[19] A. Samborski, ed., Governance—Korporacje, Instytucje Publiczne, Sieci, Uniwersytet Ekonomiczny w Katowicach, Katowice 2013.

[20] I. Koładkiewicz, Nadzór Korporacyjny: Perspektywa Międzynarodowa, Polska Fundacja Promocji Kadr, Warszawa 1999.

[21] S. Rudolf, Ekonomiczne i Społeczne Problemy Nadzoru Korporacyjnego, Wydawnictwo Uniwersytetu Łódzkiego, Łódź 2004.

[22] L. Bohdanowicz, Profesjonalizm w Funkcjonowaniu Rad Nadzorczych Spółek Akcyjnych, Wydawnictwo Uniwersytetu Łódzkiego, Łódź 2009.

[23] “Corporate Governance,” GRC Glossary, last updated 26 July 2012, retrieved 3 May 2018, http://www.grcglossary.org/terms/corporate-governance.

[24] “Governance,” GRC Glossary, last updated 8 May 2017, retrieved 3 May 2018, http://www.grcglossary.org/terms/governance.

[25] S. Rudolf, T. Janusz, D. Stos, and P. Urbanek, Efektywny Nadzór Korporacyjny, Polskie Wydawnictwo Ekonomiczne, Warszawa 2002.

[26] L. Zingales, “Corporate Governance,” The New Palgrave Dictionary of Economics, 2nd Edition, 2008, 16.

[27] A. Marshall, On Rent, “Economic Journal” 1893 (3), no. 9, 74–90.

[28] O.E. Williamson, The Theory of the Firm as Governance Structure: From Choice to Contract, “Journal of Economic Perspectives” 2002 (16), no. 3, 171–195.

[29] K. Keasey and M. Wright, Issues in Corporate Accountability and Governance: An Editorial, “Accounting and Business Research” 1993 (23), 291.

[30] Keasey and Wright, Issues in Corporate Accountability, 291.

[31] H. Gospel and A. Pendleton, Finance, Corporate Governance and the Management of Labour: A Conceptual and Comparative Analysis, “British Journal of Industrial Relations” 2003 (41), no. 1, 560.

[32] Gospel and Pendleton, Finance, 560.

[33] R.C. Iwu-Egwuonwu, Some Empirical Literature Evidence on the Effects of Independent Directors on Firm Performance, “Journal of Economics and International Finance” 2010 (2), no. 9, 190.

[34] S. Ayuso and A. Argandoña, Responsible Corporate Governance: Towards a Stakeholder Board of Directors, Working Paper no. 701, July 2007, IESE Business School, University of Navarra, 1.

[35] J. Jeżak, Ład Korporacyjny: Doświadczenia Światowe oraz Kierunki Rozwoju, Wydawnictwo C.H. Beck, Warszawa 2010.

[36] M. Aluchna, Własność a Corporate Governance: Systemy, Rynki, Przedsiębiorstwa, Wydawnictwo Poltext, Warszawa 2015.

[37] P. Urbanek, Nadzór Korporacyjny a Wynagrodzenia Menedżerów, Wydawnictwo Uniwersytetu Łódzkiego, Łódź, 2005; P. Urbanek, Wynagrodzenia Zarządu w Spółkach Kapitałowych, Polskie Wydawnictwo Ekonomiczne, Warszawa 2006.

[38] C. Mesjasz, Nadzór Korporacyjny a Rozwarstwienie Wynagrodzenia Menedżerów i Pracowników w Spółkach Publicznych, “Studia Ekonomiczne: Zeszyty Naukowe Uniwersytetu Ekonomicznego w Katowicach” 2017, no. 322, 102–120.

[39] M. Aluchna, Mechanizmy Corporate Governance w Spółkach Giełdowych, Szkoła Główna Handlowa w Warszawie, Warszawa 2007.

[40] J. Miroński and R. Dembowski, Executive Compensation: Its Structure, Links to Company Performance, Executives’ Perception, and International Differences, “Journal of Management and Financial Sciences” 2017 (10), no. 29, 47–72.

[41] A. Słomka-Gołębiowska and P. Urbanek, Corporate Boards, Large Blockholders and Executive Compensation in Banks: Evidence from Poland, “Emerging Markets Review” 2016, no. 28, 203–220; A. Słomka-Gołębiowska, The Effect of Remuneration Committee Independence on the Pay Performance Relationship: Evidence from the Banking Industry in Poland, “Eastern European Economics” 2016 (54), no. 1.

[42] Urbanek, Nadzór Korporacyjny a Stabilność; P. Urbanek, Nadzór Korporacyjny w Warunkach Kryzysu Gospodarczego, Wydawnictwo Uniwersytetu Łódzkiego, Łódź 2012.

[43] M. Jerzemowska, Nadzór Korporacyjny, Polskie Wydawnictwo Ekonomiczne, Warszawa 2002.

[44] C. Mesjasz, Teoretyczne Podstawy Władania Korporacyjnego: Wprowadzenie, in P. Urbanek, Nadzór Korporacyjny a Stabilność.

[45] Urbanek, Nadzór Korporacyjny w Warunkach, 15.