Abstract:
As the person directly responsible for information disclosure, after receiving the "Gold Medal" title, the board secretary may actively perform their duties under reputational constraints to ensure information disclosure quality, or may overlook management in releasing misleading positive signals under reputational capture. The Management Discussion and Analysis (MD&A) section in annual reports provides unstructured information on corporate operating conditions and future development prospects, under which managers may manipulate information. Using a sample of Shanghai and Shenzhen A-share listed companies, this paper finds that gold-medal board secretaries can effectively curb tone manipulation in MD&A, and this conclusion remains valid after reconstructing the sample and applying the instrumental variable method and the Heckman two-stage method. The underlying mechanisms are as follows: First, gold-medal board secretaries face higher reputational loss costs, possess higher status and greater decision-making influence within the enterprise, and have the willingness to remain on the list, thus placing greater emphasis on the enterprise's internal system construction, making it difficult for management to convey false information to investors through tone manipulation. Second, the "Gold Medal" title transmits positive signals to the capital market, enhancing investor confidence, reducing management's motivation to manipulate tone to boost stock prices, correspondingly increasing disclosure willingness, and reducing the space for manipulating MD&A information. Heterogeneity analysis indicates that the inhibitory effect of gold-medal board secretaries on MD&A tone manipulation is more significant in enterprises with more investor site visits, higher management shareholding ratios, and board secretaries with excess compensation. This paper provides insights for actively guiding market-oriented board secretary evaluation mechanisms and improving the quality of corporate textual information.
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