A clash of governance logics: Foreign ownership and board monitoring

We ask whether and when shareholder‐oriented foreign owners are likely to change corporate governance logics in a stakeholder‐oriented setting by introducing shareholder‐oriented governance practices. We focus on board monitoring and claim that because the bundle of practices used in a stakeholder context does not protect shareholder‐oriented foreign owners' interests, they seek to introduce their own practices. Our results suggest that board monitoring is only activated when shareholder‐oriented foreign ownership is high and that the influence of foreign ownership is especially strong in firms without large domestic owners, with high levels of risk and poor performance. Our findings uncover the possibility of the co‐existence of different corporate governance logics within a given country, shaped by the nature and weight of foreign owners Copyright © 2014 John Wiley & Sons, Ltd.     

Information asymmetry and the dismissal of newly appointed CEOs: an empirical investigation

Why are some newly appointed CEOs (i.e., those with tenure of three years or less) dismissed while others are not? Drawing upon previous reseach on information asymmetry and adverse selection in CEO selection, I argue that the board of directors may make a poor selection at the time of CEO succession, and as a result, must dismiss the appointee after succession when better information about him/her is obtained. Therefore, the level of information asymmetry at the time of succession increases the likelihood of dismissal. With data on 204 newly appointed CEOs, the results of this study support this argument. After controlling for alternative explanations of CEO dismissal (e.g., firm performance and political factors), the results show that the likelihood of dismissal of newly appointed CEOs is higher in outside successions and/or if the succession follows the dismissal of the preceding CEO. Further, if at the time of succession, the firm's board has a nominating committee that is independent and/or on which outside directors have few external directorships, the likelihood of dismissal is lower. Contributions to the CEO dismissal/succession literature are discussed. Copyright © 2008 John Wiley & Sons, Ltd.     

Structural equality at the top of the corporation: Mandated quotas for women directors

We propose a concept of structural equality as a compromise between competing policy preferences of equality and individual liberty to address a stunning property of the governance of corporations, namely, the paucity of female directors on corporate boards. An argument for imposing a quota for women directors on boards is the need to disrupt structural impediments to permit endogenous mechanisms to sustain female recruitment beyond a critical mass. Using estimates from the Norwegian experiment, we apply an agent‐based model to American board data to show that modest numerical quotas generate well‐connected networks of women directors who attain equality in their centrality and influence. The analysis demonstrates the utility of computational social science for identifying policies that generate alternative and possible worlds of greater structural equality. Copyright © 2013 John Wiley & Sons, Ltd.     

When the former ceo stays on as board chair: effects on successor discretion,strategic change,and performance

Prior research on CEO succession has omitted consideration of a critical institutional reality: some exiting CEOs do not fully depart the scene but instead remain as board chairs. We posit that predecessor retention restricts a successor's discretion, thus dampening his or her ability to make strategic changes or deliver performance that deviates from pre‐succession levels. In short, a predecessor's continuing presence suppresses a new CEO's influence. Based on analysis of 181 successions in high technology firms, and with extensive controls (for circumstances associated with succession, the firm's need and capacity for change, and for endogeneity), we find substantial support for our hypotheses. In supplementary analyses, we find that retention has a more pronounced effect in preventing a new CEO from making big performance gains than in preventing big drops. Copyright © 2011 John Wiley & Sons, Ltd.     

Group polarization on corporate boards: Theory and evidence on board decisions about acquisition premiums

This study investigates how a fundamental group decision‐making bias referred to as group polarization can influence boards' acquisition premium decisions. The theory suggests that when prior premium experience would lead directors on average to support a relatively high premium prior to board discussions, they will support a focal premium that is even higher after discussions; but when directors' prior premium experience would lead them on average to support a relatively low premium prior to board discussions, they will support a focal premium that is even lower after discussions. Results provided strong support for the theory. Moreover, group polarization was reduced by demographic homogeneity among directors and by minority expertise but increased by board influence. This study introduces a fundamental group decision‐making bias into governance research and explains how group processes can influence network diffusions. Copyright © 2012 John Wiley & Sons, Ltd.     

Positive and negative synergies between the CEO's and the corporate board's human and social capital: A study of biotechnology firms

This paper contributes to the corporate governance literature by developing and testing theory regarding positive and negative synergies between the CEO's and the board's human and social capital. Using a sample of 360 biotechnology firms that went public between 1995 and 2010, we demonstrate that accumulated public company board experiences of the CEO and the board have positive synergistic effects on IPO performance whereas the current board appointments have negative effects. While scientific educational backgrounds have positive synergies, industry‐specific experiences produce either positive or counterproductive effects depending on the age and profitability of the firm. Thus, our paper contributes to the corporate governance and human and social capital literatures by describing the costs and benefits of specific types and combinations of CEO and board capital. Copyright © 2013 John Wiley & Sons, Ltd.     

上市公司董事会专业委员会的设立及其在中国的现状分析

董事会作为公司治理的核心,一直是国内外学者研究的热点。由于董事会本身的内生性缺陷,因此在董事会下设立相应的专业委员会作为常设机构来弥补董事会的自身不足成为公司治理的重要构架。在中国股份制改革下．许多上市公司的董事会依然欠缺独立性,而且专业能力不足。文章在介绍董事会专业委员会基本理论及有关国家经验的基础上,分析了董事会专业委员会在我国的发展现状．并提出了完善我国董事会专业委员会制度的建议。强调为强化上市公司董事会功能,设置专业委员会是必要之措施。     

The effect of board capital and CEO power on strategic change

We develop the construct of board capital, composed of the breadth and depth of directors' human and social capital, and explore how board capital affects strategic change. Building upon resource dependence theory, we submit that board capital breadth leads to more strategic change, while board capital depth leads to less. We also recognize CEO power as a moderator of these relationships. Our hypotheses are tested using a random sample of firms on the S&P 500. We find support for the effect of board capital on strategic change, and partial support for the moderating effect of CEO power. Copyright © 2010 John Wiley & Sons, Ltd.     

Heterogeneity in turnover: The effect of relative compensation dispersion of firms on the mobility and entrepreneurship of extreme performers

We explore the strategic implications of firm compensation dispersion on the heterogeneous turnover outcomes of employee mobility and entrepreneurship. We theorize that individuals' turnover decisions are affected by the interaction of individual performance with the firm's compensation dispersion relative to its competitors. We test our theory using linked employer-employee data from the legal services industry. We find that individuals with extreme high performance are less likely to leave firms that offer higher compensation dispersion than competitors, however, if they do leave these employers, they are more likely to create new ventures. In contrast, employees with extreme low performance are more likely to leave firms with more compensation dispersion than competitors, and these individuals are less likely to engage in new venture creation. Copyright © 2012 John Wiley & Sons, Ltd.     

The effects of board human and social capital on investor reactions to new CEO selection

This study extends work on independent directors to examine the influence of their human capital and social capital on investor reactions to the board's CEO selection decision. We predict that human capital, as represented by the board's CEO experience and industry experience, and social capital, as represented by directors' co‐working experience on the board and external directorship ties to other corporate boards, will influence the stock market reactions to new CEO appointments. In a sample of 208 new CEO appointment events in U.S. manufacturing firms between 1999 and 2003, we found that the stock market reacted favorably to the appointments made by boards with higher levels of human and social capital. We also found that the effect of internal social capital was stronger when the new CEO was an insider rather than an outsider. The implications of the results for director selection and CEO succession are discussed. Copyright © 2010 John Wiley & Sons, Ltd.     

Direct and interaction effects of top management team and board compositions on R&D investment strategy

This paper examines why firms differ in levels of R&D investment intensity by developing and testing a theory of direct and interaction effects of top management team and board outsider composition on R&D intensity. The theory is tested in a longitudinal sample of technology‐intensive firms that completed an initial public offering. The results indicate that both top management team composition and board composition have direct and additive effects on R&D investment intensity. Also, monitoring by outsider directors does not constitute a universally effective governance mechanism with regard to a firm's R&D investment strategy. Firms opt for lower levels of R&D investment intensity when their outsider‐rich board interacts with a team of managers who have high levels of (1) firm tenure, (2) shared team‐specific experience, or (3) functional heterogeneity. When a firm's competitiveness relies on sustained R&D investments, it is important to note these interaction effects and make adjustments to promote a healthy dialogue between managers and the board. Adjustments could be made to the management team composition (e.g., initiating management turnover to reduce firm tenure) or to the bundle of governance mechanisms (e.g., partially substituting board monitoring with other mechanisms). Copyright © 2006 John Wiley & Sons, Ltd.     

Home Alone: The Effects of Lone‐Insider Boards on CEO Pay,Financial Misconduct,and Firm Performance

Research summary: Corporate scandals of the previous decade have heightened attention on board independence. Indeed, boards at many large firms are now so independent that the CEO is “home alone” as the lone inside member. We build upon “pro‐insider” research within agency theory to explain how the growing trend toward lone‐insider boards affects key outcomes and how external governance forces constrain their impact. We find evidence among S&P 1500 firms that having a lone‐insider board is associated with (a) excess CEO pay and a larger CEO‐top management team pay gap, (b) increased likelihood of financial misconduct, and (c) decreased firm performance, but that stock analysts and institutional investors reduce these negative effects. The findings raise important questions about the efficacy of leaving the CEO “home alone.” Managerial summary: Following concerns that insider‐dominated boards failed to protect shareholders, there has been a push for greater board independence. This push has been so successful that the CEO is now the only insider on the boards of more than half of S&P 1500 firms. We examine whether lone‐insider boards do in fact offer strong governance or whether they enable CEOs to benefit personally. We find that lone‐insider boards pay CEOs excessively, pay CEOs a disproportionately large amount relative to other top managers, have more instances of financial misconduct, and have lower performance than boards with more than one insider. Thus, it appears that lone‐insider boards do not function as intended and firms should reconsider whether the push towards lone‐insider boards is actually in shareholders' best interests. Copyright © 2017 John Wiley & Sons, Ltd.     

我国股份制企业完善构建经理人约束机制的对策研究

由于资本的两权分离,出资者与经营者分立,双方的信息不对称,各自追求的目标存在着矛盾.在出资者与经营者的委托代理关系中,委托人必须对受托人进行有效的约束,才能真正规范执行委托代理契约.本文从股份公司内部约束机制和外部约束机制两方面阐明了构建内部控制系统和外部控制系统的措施.     

A dual agency view of board compensation: the joint effects of outside director and CEO stock options on firm risk

This paper contributes to multiple agency theory by examining how the compensation schemes awarded to outside directors and the CEO jointly affect firm‐level risk taking. Using data of the S&P 1500 firms from 1997 to 2006, we find support for earlier arguments that providing the CEO, the outside directors, or both with stock options increases risk taking. More importantly, we find that compensating outside directors with stock options has significantly stronger effects than CEO stock options. Finally, contrary to what one would expect, we find that these effects are mutually substituting; that is, if both the outside directors and the CEO are provided with stock option compensation, outside directors' incentives weaken the effect of the CEO's incentives on firms' risk taking. Copyright © 2010 John Wiley & Sons, Ltd.