The Relationship between Corporate Governance Mechanisms and Compensation of Managers

A solution must be devised to control the representation of managers in companies, ensure their responsibility and accountability, and protect the rights of shareholders. One of these strategies is compensation to motivate managers to achieve organizational goals. Corporate governance mechanisms are one of the factors affecting the managers' compensation. Therefore, this study investigates the relationship between three essential factors of corporate governance (ownership structure, characteristics of the board and chief executive officer (CEO)) and managers' compensation in companies listed on the Tehran Stock Exchange from 2007 to 2016. This research is practical in terms of purpose and descriptive in implementation. It is also in the correlation branch in terms of investigating the relationship between variables. Data are collected by literature method (reading books and articles) and referring to databases, that is, through the Rahvard Navin databases, as well as the websites belonging to the Tehran Stock Exchange Organization, the Kodal website, and the notes attached to the financial statements. Multiple linear regression and the least-squares method are used for statistical analysis. The results indicate no significant relationship between corporate governance mechanisms (ownership structure, board of directors' characteristics, CEO's characteristics) and managers' compensation. Therefore, all three research hypotheses that corporate governance mechanisms have a significant relationship with managers' compensation are not confirmed. These results are consistent with the research results of Jaiswal and Bhattacharya (2016) and Abedini et al. (2015), who stated that there is no evidence of a significant relationship between the characteristics of the board of directors and the remuneration of managers. It is also in line with the research results of Hassan et al. (2015), who stated that ownership structure has no significant relationship with managers' compensation. The results of the research are inconsistent with the research of Ahmedpour and Javan (2014), Haiderpour et al. (2016), Abedini et al. (2015), and Jaiswal and Bhattacharya (2016).  Results are not far from expected because, on the one hand, the reluctance of CEOs and members of the board of directors of companies to provide information on managers' bonuses, as well as the lack of a valid law to disclose information related to managers' compensation, has caused a lack of access to accurate and transparent information. On the other hand, the largest percentage of ownership of stock exchange companies belongs to public government institutions or government-affiliated institutions. Unfortunately, in public companies, managers' remuneration is not in reality (the remuneration is not based on managers' performance). In contrast, in private companies, the remuneration is based on performance. In addition, there is no independent committee called the Compensation Committee, which has a specific mechanism for determining compensation in companies listed on the Tehran stock exchange. In general, what is clear in research related to managers' compensation in Iran is the lack of accurate and transparent information about the amount of compensation awarded to managers and board members and the amount of cash and non-cash compensation. These issues indicate a shortcoming in the corporate governance system. This research's most important practical suggestion is to oblige companies to form a compensation committee. Because its lack, which increases transparency and accountability for managers' compensation, is strongly felt. Although managers' compensation is one of the most important corporate governance principles, it has not been taken seriously in Iran for some reasons, and some companies refuse to disclose the total amount of compensation. Therefore, it is necessary to research the non-disclosure of managers' compensation in detail.