Antecedents of New Director Social Capital

Prior research shows that firms benefit from the social capital of their boards of directors but has not explored the antecedents of new director social capital. We argue that firms can attract directors with social capital by offering more compensation. We also argue that more complex firms (firms with a greater scale and scope of operations) are more attractive to such directors because of the greater experience and exposure that such directorships provide. Similarly, we argue that firms with high‐status directors on their current boards will be more attractive to directors with social capital. We analyse the social capital of new outside directors added to boards of semiconductor firms between 1993 and 2007. Surprisingly, we find no support for the hypothesis that higher compensation is associated with adding directors with high status or board ties. However, firm complexity is associated with the ability to add new directors who have social capital, and the status of current board members is associated with the ability to add new directors who also have high status.     

Balancing board? The effects of board independence and capital on firms offering work‐family benefits

While prior research demonstrates the strategic human resource (HR) advantages associated with offering work–family benefits (WFBs), firms continue to be reluctant in providing their employees with these benefits. Drawing on the corporate governance and stakeholder orientation literatures, this study examines the role of board independence and capital for WFBs being offered in publicly‐traded firms. Our results demonstrate that various director independence and capital attributes are related to the firm offering WFBs. Specifically, board directors who are outsiders, women, and holders of additional directorships, with their broad stakeholder orientation, increase the likelihood of WFBs being offered by the firm [Correction added on December 14, 2017, after first online publication: the preceding sentence has been updated to clarify the findings of the study.]. These findings are of importance to HR practitioners considering the influence that corporate boards can have on the firm's use of HR practices, such as WFBs, that affect all employees, not just the executives.     

Boards and Sustainability: the Contingent Influence of Director Interlocks on Corporate Environmental Performance

This paper highlights the importance of a firm's board with respect to sustainability issues by analysing the relationship between director interlocks, i.e. directors who simultaneously belong to the boards of directors of several companies, and a firm's environmental performance. The previous literature has focused on the influence of firm‐level resources on corporate environmental performance. This study utilizes insights from a resource‐based view and research on social capital to demonstrate that the environmental performance of a firm is also influenced by the difficult‐to‐imitate capabilities that are embedded in the network relationships of its directors. Our results support a contingency perspective of the social capital theory that finds that director interlocks are positively connected with the environmental performance of a firm in two specific situations: (1) when the firm is linked to a larger parent company and (2) in cases of low and high levels of interlock diversity. Copyright © 2013 John Wiley & Sons, Ltd and ERP Environment.     

Ethnic diversity on top corporate boards: a resource dependency perspective

This paper examines the presence of ethnic minority (EM) directors on FTSE 100 company boards, following the 2003 Higgs Review, which strongly recommended that more efforts should be made to find talented non-executive directors with diverse backgrounds, including EM individuals. The 20 companies with EM directors are significantly more likely than other boards to have higher market capitalization, a larger workforce and a larger, more independent and gender-diverse board. Their sectors are banking and life assurance, media, pharmaceuticals, energy, chemicals, mining, telecoms, and food and beverage production. The 27 EM directors hold 28 seats, representing 2.4 per cent of all FTSE 100 directorships, almost the same as in 2001, indicating little impact of the 2003 Higgs recommendations. Next, drawing on resource dependency theory, this paper considers the human and social capital of EM directors. They have high levels of human capital, particularly advanced education and considerable social capital from connections to important resources. Even executive directors provide links to public bodies and community influence. Boardroom expertise and linkages acquired through these appointments fit well with challenges faced by companies in the sectors where EM directors have been appointed, particularly relating to globalization, post-colonialism, increased regulation, importance of CSR, reputation, learning and increased connectedness, supporting the resource dependency explanation.     

Boards of directors in Russian publicly traded companies in 1998–2014: Structure,dynamics and performance effects

This article provides new evidence on the structure, dynamics and performance effects of corporate boards in publicly traded companies in Russia. It takes advantage of a new and unique longitudinal dataset of virtually all Russian companies whose shares were traded in the RTS/MICEX/MOEX over 1998–2014. The analysis highlights a number of strong trends in the evolution of boards of directors, such as a declining participation of insider directors and an increasing participation of foreign and female directors. It also shows that board characteristics are linked to company performance (market-to-book ratio, Tobin’s Q, ROE and ROA), suggesting that boards of directors play a non-trivial role in corporate governance in Russia. Testing for structural breaks in the relationship between board composition and firm performance provides some evidence of the changing role of corporate boards over time.     

Board size,social trust,and corporate risk taking: Evidence from China

This paper examines the relationship between board size and corporate risk taking, as well as the moderating effects of regional‐level social trust. Results show that larger boards have greater difficulty in achieving consensus on extreme decisions and thus tend to reduce firm risk taking in a Chinese context. Moreover, social trust had a significant moderating effect on the relationship between board size and corporate risk taking. This study contributes to the risk taking literature by testing the board size‐risk taking linkage in a Chinese context and offering an explanation based on internal board governance and external informal institution heterogeneity.     

Board Antecedents of CEO Duality and the Moderating Role of Country‐level Managerial Discretion: A Meta‐analytic Investigation

CEO duality reduces boards’ monitoring capacity. But governance substitution theory holds that boards of directors who can effectively monitor their CEOs are more likely to adopt the CEO duality governance structure. By examining relationships between board characteristics underlying their monitoring capacity and CEO duality, we bring evidence to bear on governance substitution theory. Further, by applying a managerial discretion theory lens to CEO duality, we extend governance substitution theory to the cross‐country context where institutional features vary in their constraints on managerial discretion. Meta‐analytic results from a dataset of 297 studies across 32 countries/regions provided support for the majority of our predictions. As predicted, board independence and certain types of board human capital were positively related to CEO duality. Unexpectedly, board ownership was negatively related to CEO duality. Additionally, country‐level managerial discretion significantly moderated the board independence‐ and human capital‐duality relationships (but not the board‐ownership‐duality relationship) as predicted.     

Ownership structure and board composition: A multi-country test of agency theory predictions

Patterns of corporate governance and control differ significantly across countries because of national differences in structures of ownership and composition of boards of directors. Based on agency theory, we examine the relationship between ownership structure and the composition of the board of directors of 390 large manufacturing firms based in Japan, Western Europe and the United States. In particular, we examine how ownership concentration, bank control and state ownership affect the percentage of outside directors on the corporate boards. The results show that, consistent with predictions of agency theory, ownership structure has significant effects on board composition.     

Social Capital and Social Influence on the Board of Directors

It is often assumed that directors with human capital such as prior management experience or independence from the company are the most influential board members. By contrast, in a survey of all the board members in 14 companies we found that ties to others in a network of strong ties among those who meet outside of board meetings were more important predictors of social influence than human capital or ties across boards. These ties within the board represent the social capital of members in the form of prior relationships with other directors, ties to others on the board, and membership in cliques within the board's network of ties. These results support a social capital perspective on influence that emphasizes relationships with others on the board as important factors in the social dynamics of board decision-making.     

Too Busy To Serve? An Examination of the Influence of Overboarded Directors

ABSTRACT Overboarded directors (i.e., those serving on too many boards) have come under recent attack. The accusation is that such directors are ‘stretched’ by several directorships and therefore cannot fulfil their governance responsibility. This study investigates the impact of overboarded directors upon key strategic decisions such as corporate acquisitions. Based on our examination of acquisition outcomes, we found that such directors are important sources of knowledge and enhance acquisition performance. Moreover, they represent an important complement to inside and non‐overboarded outside directors.     

Executive Turnover and Outside Directors on Two‐Tiered Boards

This paper examines the determinants of executive turnover on two‐tiered boards, emphasizing the monitoring role of supervisory board members with simultaneous outside directorships. Based on a unique sample of executives from large German firms, we find that outside supervisory board members generally increase executive turnover at the firms they monitor. This influence is especially pronounced when outside supervisory board members are simultaneously active as managers themselves and capital control is rather weak. These results suggest that external managers on supervisory boards enhance the monitoring intensity and substitute for weak capital control in the absence of large shareholders. Copyright © 2013 John Wiley & Sons, Ltd.     

Outside Directors on Korean Boards: Governance and Institutions

Drawing on institutional theory, this study examines the factors that pressured Korean firms to appoint outside directors to their boards. While this practice could be considered to be a management innovation in Korea, in the Anglo‐American corporate governance system it has long been used as one of several mechanisms to mitigate agency costs between management and shareholders. As such, this response by Korean firms, following the 1997–98 currency crisis in Asia, could be seen as an example of corporate governance convergence on the Anglo‐American model, where higher levels of outside director representation on the board are the norm. We examine the antecedents of having a higher proportion of outside directors on Korean boards. Our findings indicate that larger firms that are under stricter control by the government have higher representation of outside directors on the board. We also find a positive and significant relationship between the proportion of outside directors and business group affiliation, poor prior firm performance, higher levels of debt and foreign ownership.     

Does gender diversity matter for green innovation?

This study empirically investigated the relationship between board gender diversity and firm's green innovation, using panel data of public companies of China's manufacturing. Green product innovation was assessed by “green” patents and green process innovation assessed by environmental management certification. The endogeneity problem that resulted from self‐selection of gender diversity was addressed by means of extended probit regressions with an instrumental variable, and the instrumental variable was elaborately constructed based on changes in directorships. The findings show that occurrence of green innovation at the firm‐level is systematically related to female board representation. Specifically, women can exert a sizable and positive effect on green innovation, once they enjoy at least two seats on the boards; a further increase in representation of women on the boards can increase the likelihood of green product innovation rather than the likelihood of green process innovation. These results were robust to various regression specifications and alternative samples. The study provides empirical evidence that women at the top management can play a positive role in developing firm's active environmental strategies, and the conclusions are of practical implications for improving corporate governance along the environmental dimension.     

The Impact of the Board on Strategy: An Empirical Examination

Boards of directors are coming under increasing scrutiny, both in the wake of a number of serious corporate frauds and failures and through a more general debate about the nature of corporate governance and its role in achieving national competitiveness. Though research on boards is growing, there remains a lack of empirical studies on the perceptions of directors themselves as to their role and influence in the running of organizations, and in particular the strategic process.
This article responds to widespread calls for direct study of boards of directors by using a multi-method approach involving an in-depth examination of 51 directors of UK public companies, a survey of 121 company secretaries and four case studies of UK plcs, where multiple board members were interviewed. Through the use of a grounded methodology, this article examines the impact of boards on strategy and shows that by establishing the business definition, gatekeeping, selecting directors, and confidence building, the board influences the boundaries of strategic action. Evidence for the managerial domination of boards was slight, but the results showed support for a number of theoretical frameworks, suggesting that multiple perspectives are required to fully understand the nature of board activity.     

Corporate Board Attributes, Team Effectiveness and Financial Performance

Researchers have recently begun to integrate the literatures on corporate boards and team effectiveness in an effort to better understand how boards function and impact company performance. This study identifies five attributes of high-performing teams – knowledge, information, power, incentives and opportunity/time – and argues that these attributes will promote board effectiveness, which in turn influence corporate financial performance. These relationships are investigated using combined survey and archival sources of data for 210 Fortune 1000 companies. Findings indicate that most team effectiveness attributes are associated with higher levels of board effectiveness as rated by the board directors, and that board effectiveness is significantly related to corporate financial performance.     

When Elites Forget Their Duties: The Double‐Edged Sword of Prestigious Directors on Boards

Previous research indicates that the performance effect of prestigious directors is ambiguous. Our study addresses this issue by integrating the theoretical lens of board capital and the institutional perspective. We argue that prestigious directors can bring benefits as well as costs. We claim that the emergence of these costs depends on the institutional context, specifically the institutional characteristics of the country's corporate elite circle which is characterized by the elite cohesion and the elite exclusiveness. Our empirical results with a 15‐country sample covering the period of 2005 to 2014 provide evidence for the overall existence of a positive performance effect of prestigious boards. However, our results also indicate that these beneficial effects of prestigious boards are mitigated in countries with high elite exclusiveness. Hence, under these certain institutional conditions, the elite‐favouring behaviour of prestigious directors also brings costs.     

Do Boards of Directors Influence Corporate Sustainable Development? An Attention‐Based Analysis

Following the attention‐based view of the firm (ABV), boards of directors’ link to corporate sustainable development (CSD) could be dependent upon certain attention structures: valuation of environmental stimuli, rules of the game and the players. Studying a sample of large Australian firms, the findings indicate that the proposed attention‐directing structures do appear to be linked to CSD in a manner consistent with the ABV. Specifically, creating awareness through scanning efforts links boards to CSD. Stakeholder debate, as a boardroom rule, is also significantly associated with CSD. Furthermore, as a so‐called ‘player’ on the board, women directors have a moderating effect on the relationships between environmental scanning, stakeholder debate and CSD. The findings are discussed along with limitations and directions for future research. Copyright © 2018 John Wiley & Sons, Ltd and ERP Environment     

Who's the Boss at the Top? A Micro‐Level Analysis of Director Expertise,Status and Conformity Within Boards

In this paper we address how director expertise impacts a director's social status and conformity within the board. Our results, derived from two unique multi‐source datasets of peer ratings on director status and conformity of non‐executive directors from Dutch organizations, indicate that industry‐specific expertise and financial expertise differently impact directors’ social status and influence within the board. We find that directors’ individual performance orientation – the motivation to demonstrate expertise – acts as an important contingency for expertise to increase directors’ status within the board. Additional analyses using archival data and interviews with non‐executive directors substantiate our findings and provide additional insight into the dynamics operating within boards. This study extends existing research on boards of directors and provides unique micro‐level insights into the boardroom dynamics that connect director expertise to director status and conformity within boards.     

CORPORATE BOARD SIZE, COMPOSITION AND CORPORATE FAILURES IN RETAILING INDUSTRY[1]

In recent years some activists have advanced proposals to reform corporate boards, notably their structure and process, to assure desirable corporate governance. the empirical question, however, is whether such formal board changes would guarantee good governance. This paper examines this issue by studying the differences in the board size and board composition of 21 pairs of failed and non-failed firms. the results suggest that the non-failed retailing firms, as compared to failed ones, tend to have bigger boards within the size range suggested by the activists. the differences in the percent of outsider directors and multiple offices held by C.E.O.s between the failed and non-failed firms were not significant. Implications of the results for the evaluation of board reforms are discussed.     

Board gender diversity and corporate environmental performance: The moderating role of family and dual‐class majority ownership structures

While prior work has investigated the impact of (a) ownership structure and (b) board gender diversity separately on corporate environmental performance, researchers have not studied the potentially important relationship between ownership control and female board diversity in influencing corporate environmental performance jointly. We do so in the context of majority ownership in family‐controlled and dual‐class firms whose motives and influence are theoretically different from that of the firm's minority shareholders. Drawing on resource dependency, socioemotional wealth theory, and secondary agency theory, we hypothesize that majority family owners and dual‐class owners likely choose women directors to help advance their personal preferences for environmental corporate social responsibility. Our empirical tests utilizing 2,755 U.S. firm years over the 2010–2015 show that, as hypothesized, these two majority ownership types interact with board gender diversity to positively influence corporate environmental performance.