董事兼任與責任險的相關性研究

Multiple Directorships and Directors’Liability Insurance

有別過去文獻多探討兼任董事的經濟效益，本文旨在探討董事兼任行為的動機。採用台灣上市櫃公司個別董事資料，本文探討董事兼任意願與公司董事責任險投保狀況的關聯性。實證結果顯示相對無投保董事責任險公司，投保公司較易新聘到已於其他公司擔任董事的董事，甚至較易新聘到具獨立性、專業背景、高學歷或跨產業經驗的兼任董事。但因董事責任險保障而吸引兼任董事的效果，會隨董事已兼任席次數的增加而減弱。本文結果隱含董事決定兼任行為時會考慮後續的訴訟成本，而訴訟成本的移轉有助公司吸引獨立或優秀的董事。

While prior studies have focused on the implications of multiple directorships, this study provides market participants with new insights into directors’ incentives to accept an additional directorship. We investigated the association between multiple directorships and directors’ liability insurance. The analysis of Taiwanese director-level data indicated that, compared with uninsured firms, insured firms are more likely to attract the directors of other firms. Our empirical results further indicate that insured firms are more likely to attract other firms’ directors with independent, professional, educational, or industrial backgrounds. However, we find that the likelihood of accepting an additional directorship decreases with the number of directorships that the director holds. Our findings suggest that directors’ legal liabilities affect their decisions to accept an additional directorship. Our findings also imply that firms can attract high-quality directors by shifting their legal liabilities.