Consentient Votes With Reservation: Independent Directors’ Signaling Efforts

Using China’s unique corporate governance structure, which mandates independent directors to publish opinion reports for approving specific transactions, we investigate how the tone of these reports affects market reactions to consentient votes. Our findings reveal that investors respond negatively to a conservative tone, highlighting the information-dissemination role of independent directors. The negative market reaction is stronger when: (1) independent directors face a lower cost of acquiring information, (2) they have a greater incentive and ability to communicate relevant information to minority shareholders, and (3) the opinion report is longer, readable, and more forward-looking. Moreover, a conservative tone is associated with poor future performance at both the firm and transaction levels, suggesting that the informational role of independent directors may outweigh their monitoring role in the context of opinion reports. Our study enhances the existing literature by demonstrating that, in a weak institutional environment, independent directors can serve as a protective mechanism for investors by providing value-relevant information through their conservative-toned opinions on management proposals.