Journal of Law, Finance, and Accounting > Vol 3 > Issue 1

The Mitigating Effect of Audit Committee Financial Expertise on the Voluntary Adoption of Clawback Policies

Yan Zhang, State University of New York at Binghamton, USA, yzhang@binghamton.edu Nan Zhou, State University of New York at Binghamton, USA, nzhou@binghamton.edu
 
Suggested Citation
Yan Zhang and Nan Zhou (2018), "The Mitigating Effect of Audit Committee Financial Expertise on the Voluntary Adoption of Clawback Policies", Journal of Law, Finance, and Accounting: Vol. 3: No. 1, pp 85-114. http://dx.doi.org/10.1561/108.00000024

Published: 31 May 2018
© 2018 Y. Zhang and N. Zhou
 
Subjects
Auditing,  Corporate governance,  Executive compensation
 
Keywords
JEL Codes: G34, L51, M12, M42
Clawback policyAudit committee financial expertiseSignalingtheoryDodd-Frank ActSarbanes-Oxley Act
 

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In this article:
1. Introduction
2. Hypothesis Development
3. Sample Selection, Variable Definition and Descriptive Statistics
4. Empirical Results
5. Sensitivity Analyses
6. Conclusion
A. Variable Definitions
References

Abstract

Reflecting a directive in the Dodd-Frank Act, Proposed Rule 10D-1 issued by the SEC requires public firms to have a clawback policy that can be triggered by any accounting restatement, regardless of fault. Many companies argue that the proposed rules could harm executives with no knowledge of accounting errors. To shed light on this debate, we examine the association between financial expertise on audit committees and the voluntary adoption of clawback policies in the pre-Dodd-Frank period, separating audit committee financial expertise into accounting and non-accounting and classifying clawbacks into fraud-based and non-fraud based. Although firms with a restatement history are more likely to adopt fraudbased clawbacks, we find that audit committee financial expertise can mitigate the effect of restatement on the voluntary adoption of clawback policies. Accounting experts are more in favor of adopting fraud-based clawbacks when they are not associated with any previous accounting scandals, whereas both accounting experts and non-accounting financial experts are against adopting fraudbased clawbacks when they could be implicated by prior financial frauds. Thus, the mandatory clawback provisions under SEC Proposed Rule 10D-1 can improve the social welfare of firms with a restatement history by eliminating the mitigating effect of audit committee financial expertise on the adoption of clawback policies.

DOI:10.1561/108.00000024