The relationship between board characteristics and performance of bank holding companies: before and during the financial crisis

We examine the relationship between performance of the bank holding company and several board characteristics. We find that board size, CEO tenure and board tenure enhance bank performance. However, we find no evidence that board structure or CEO power influences bank performance. More importantly, we show that the effect of board characteristics during the crisis is quite different. During the crisis, board size has a negative effect on Tobin’s Q and the non-performing asset ratio, which supports Jensen’s (1993) argument that large boards are less likely to function effectively. Further, we report that the non-performing asset ratio decreases with board independence during the crisis.     

The role of corporate governance in forecasting bankruptcy: Pre- and post-SOX enactment

This paper contributes to the literature by documenting the improved performance of bankruptcy prediction models after including corporate governance variables. The empirical results demonstrate better predictive power for financial bankruptcy than previous bankruptcy prediction models, particularly in the post-SOX period. Our theoretical argument emphasizes the urgent need for such improvements to the bankruptcy prediction model following the introduction of the SOX Act, with the empirical results providing intuitive economic meaning for all relevant market participants. Policymakers may consider enacting laws to include designs for corporate governance monitoring mechanisms, entrepreneurs may use this model to improve their own governance structures and compensation mechanisms to avoid financial bankruptcy, and investors may refer to it to ensure that ‘losers’ are excluded from their investment portfolios.     

CEO强制变更与公司业绩的相关性研究 ——基于国有上市公司数据

以2000年至2012年沪深两地A股国有上市公司为研究样本,探讨在国有上市公司存在多重目标的情况下公司业绩与CEO强制变更之间的相关性,实证结果表明:当国有上市公司处于亏损状态时,公司业绩和CEO强制变更之间显著负相关;对于经营状况良好的国有上市公司来说,公司业绩和CEO强制变更之间不存在显著的相关关系。进一步研究发现,CEO强制变更后,亏损公司的业绩会得到显著性改善,而盈利公司的业绩则没有显著变化。     

Unionization and CEO turnover

This article investigates whether unions have power to influence turnover of poorly performing chief executive officers (CEOs). Employing the transparency coalition framework, we develop hypotheses regarding CEO tenure given unionization, performance-turnover sensitivity, and firm performance following CEO turnover. We use Cox regression and a data set of US firms from 1993 to 2013 to show that CEO turnover is accelerated at firms that unionize. Discontinuity analysis suggests that the relationship is causal. Overall, the results show the significance of unions in the key corporate governance event of CEO turnover and suggest that, though they may proceed independently and for their own traditional goals of good pay and job conditions for their members, unions can be allies of investors and boards or directors when it comes to removing underperforming CEOs.     

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.     

The determinants of board composition: An agency theory perspective

This study examines the interrelation between board composition and variables that capture various agency and financial dimensions of the firm. The agency literature suggests that outside directors on the board provide important monitoring functions in an attempt to resolve, or at least mitigate, agency conflicts between management and shareholders. The agency literature indicates that other mechanisms such as managerial equity ownership, dividend payments, and debt leverage also serve as important devices in reducing agency conflicts in firms. This study argues and documents that an inverse relationship exists between the proportion of external members on the board and managerial stock ownership, dividend payout, and debt leverage. This is consistent with the hypothesis that individual firms choose an optimal board composition depending upon alternative mechanisms employed by the firm to control agency conflicts. Board composition is also found to be systematically related to a number of other variables including institutional holdings, growth, volatility, and CEO tenure.     

The impact of entrepreneurial orientation on firm performance: the role of CEO position tenure and industry tenure

The relationship between Entrepreneurial Orientation (EO) and firm performance, despite generating significant scholarly interest, has remained mixed. These results may be attributed, at least in part, to the failure to sufficiently examine the potential impact of top management characteristics. The present study investigates how CEO characteristics (i.e. CEO industry and position tenure), impact the relationship between EO and firm performance within a sample of 579 US banks. As predicted, some support for a positive EO to performance relationship was found. In addition, the results strongly support, as posited, that CEO industry tenure positively moderates, and CEO position tenure negatively moderates, the EO to performance relationship. We also report evidence supporting the effect of EO, configured with CEO position tenure and industry tenure on firm performance. Our study suggests the EO–performance relationship is more complex than previous studies indicate. Implications for future research and practice are provided.     

CEO compensation: does it pay to be green?

The relationship between chief executive officer (CEO) compensation and various organizational variables (i.e., size, length of tenure of the CEO, board composition and firm performance) has been explored in academic research. However, the relationship between CEO compensation and the firm's reputation based on the firm's commitment to the community and the environment has been relatively unexamined in the academic research. This study's purpose is to empirically examine this relationship using the Fortune Reputation Index as revised by Brown and Perry (1995) . Using a sample of 186 firms in 1990 and 188 firms in 1991, the relationships between CEO compensation and organization size, financial performance and environmental reputation are examined. The results of the study demonstrate that there is a strong relationship between CEO compensation and firm environmental reputation, firm size and firm financial performance. Copyright © 2001 John Wiley & Sons, Ltd. and ERP Environment     

Multiple directorships and the performance of mergers & acquisitions

The question of whether an outside director with multiple board seats creates value for a firm is a subject of continued debate in the corporate governance literature. Dozens of studies have investigated this linkage over the past decades. Unfortunately, the findings generated to date are inconclusive and contradictory. This study reconciles conflicting perspectives by synthesizing the existing insights and knowledge, and develops a new three-stage S-shaped curve proposition. We target firms’ merger and acquisition (M&A) activities to test this argument. The results show a consistent horizontal S-shaped relation between the number of directorships held per director and the wealth creation from corporate M&A investments before the enactment of the Sarbanes–Oxley Act of 2002. However, the negative relation at the highest directorship level turns insignificant in the post-SOX period, suggesting that the mandatory changes by SOX may mitigate the negative impact of overboarded directors. This study contributes to the on-going debate on the performance effect of multiple directorships by providing a more complete assessment of the full range of the advantages and disadvantages across different levels of directorships. The different association patterns found in the pre-/post-SOX periods further highlight the importance of factoring in regulative environmental change when making an inference about the effect of multiple directorships.     

CEO succession with gender change in troubled companies: The effect of a new woman CEO on firm risk and firm risk perceived

The replacement of the CEO is one of the first actions a troubled company may take to recover from a critical situation. In this paper, we analyze the change in firm risk and firm risk perception when women are replacing men as CEOs of troubled companies. The analyses are based on a comprehensive dataset covering all registered companies in Norway from 2005 to 2014. We argue that a new woman CEOs increase the chances of improving the risk situation of troubled companies. Building on CEO succession and social identity theories, we study the firm risk situation under the lenses of risk perception and firm risk, and we find that a newly appointed woman CEO, following a man, tend to decrease the level of risk of the company. Furthermore, we find counterbalancing effects on these changes given the moderation effect of women on the board.     

上市公司CEO的监管机制：一个三方博弈视觉的思考

所有权与经营权的分离是现代企业的基本特征,内部人控制问题已成为制约上市公司健康稳定发展的瓶颈因素。本文通过建立一个CEO、董事会和外部监管机构三方之间的博弈模型,强调了监管的重要性;并从完善董事会职能和加强外部监管力度两个方面对上市公司CEO的道德风险之监管提出合理性建议。     

Firm risk and the power of the Chairman and CEO in a civil law country: evidence from Spain

Many authors have examined the effect of various control mechanisms on firm value, but have devoted little attention to the effect of these mechanisms on firm risk. This paper studies the effect of different variables related to the power of the chairman and chief executive officer (CEO) on firm risk in Spain. Decisions taken by both the chairman and the CEO are very important in order to attain the shareholders' objectives. Thus, decisions relative to both posts can be considered very relevant from the human resources point of view. There is little previous empirical evidence on this topic, and what there is comes from the US. Most results are consistent with what we call a ‘power perspective’. That is, we observe a positive relation between firm risk and combining in the same person the positions of chairman of the board and CEO. We also find a positive relation between firm risk and the status of both leaders as founding partners, and a negative relation between firm risk and board size.     

Board Effectiveness and CEO Pay: Board Information Processing Capacity,Monitoring Complexity,and CEO Pay‐for‐Performance Sensitivity

We have developed an information processing theory of board effectiveness to examine board‐chief executive officers (CEOs) pay relations. We theorize that CEO pay reflects the information processing context of boards. Boards have limited information processing capacity and therefore prefer to use outcome‐based CEO pay when they have difficulty in processing information for monitoring their CEOs. Using a longitudinal sample of Standard and Poor's (S&P's) large‐, medium‐, and small‐cap manufacturing firms in the United States from 1998 through 2005, we found support for our theory. Large boards and boards in less complex monitoring contexts tend to link CEO pay less tightly to firm performance by providing less stock‐based incentives, and the tendency of large boards to decrease outcome‐based CEO pay is even greater when boards are not busy or when boards are in less complex monitoring contexts. © 2015 Wiley Periodicals, Inc.     

CEO Succession Mechanisms,Organizational Context,and Performance: A Socio‐Emotional Wealth Perspective on Family‐Controlled Firms

This article extends the literature on CEO succession and financial performance by addressing corporate owners' mixed motives and desires to protect their interest in being in business. We draw on a Socio‐Emotional Wealth (SEW) perspective to investigate how the choice of one of three succession mechanisms – relay succession, ‘horse races’ among internal CEO candidates, and hiring from outside – may effectively balance trade‐offs between corporate owners' non‐financial SEW motives and the firm's financial performance. We find that implementing one of these succession mechanisms reduces the negative impact that typically characterizes CEO transitions in family firms. We also show that family presence on the board of directors offsets the benefits of having selected these balancing succession mechanisms, in either placing too much emphasis on SEW, or creating negative dynamics that make the chosen succession mechanisms less effective.     

公司制衡机制与财务舞弊:来自我国证券市场的经验证据

本文采用Logistic模型对我国2002~2004年A股财务舞弊公司的内部制衡、独立审计与政府监管制衡机制进行了研究。结果发现:公司股东大会出席率与财务舞弊负相关,董事会规模与财务舞弊负相关;独立董事比例、监事会规模、董事长与总经理两职合一对财务舞弊并无显著影响;资产审计费用率与财务舞弊正相关;上年度财务报告审计意见差、上年度股票被特别处理的公司财务舞弊可能性较大。     

The Moderating Effect of CEO Power on the Board Composition–Firm Performance Relationship*

abstract Prior studies of the relationship between the composition of boards of directors and firm performance offer equivocal results. Drawing on agency and power circulation theories, we attempt to reduce this equivocality by asserting that CEO power moderates the relationship. Specifically, an outside director dominated board is needed to check a powerful CEO, but monitoring by other executives provides sufficient constraints on CEOs with low power. We used event study methodology to test the effects of the interaction between board composition and CEO power on stock market reaction to 73 unexpected CEO deaths. We found support for our theorizing among two of three sources of CEO power. Thus, although regulatory trends increasingly support outside director dominated boards, our findings indicate that this may not always benefit shareholders and that CEO power should be considered when constructing boards.     

Directors' Pay and Turnover: An Application to a Sample of Large UK Firms

This paper examines the operation of the UK managerial labour market. We test the twin agency predictions that directors' pay is positively related to corporate performance and CEO turnover is negatively associated with firm profitability. We find that (i) the panel data econometric evidence reveals a significant and positive correlation between directors' pay, company performance and size, (ii) the CEO turnover model predicts a negative, and significant, association with pre-dated shareholder returns: the data is consistent with the view that CEOs are disciplined by the threat of dismissal, (iii) boardroom governance factors (e.g. proportion of non-executives and board size) are only of some importance in the CEO succession process.     

Corporate elite characteristics and firm's internationalization: CEO-level and TMT-level roles

This study attempts resolution of certain ambiguities of the corporate elite – Chief Executive Officer (CEO) and Top Management Team (TMT) – effect on corporate internationalization strategy. This work hypothesized that curvilinear relationship exists between CEO position tenure, TMT size, and TMT tenure heterogeneity and a firm's internationalization, by combining previous upper echelon theory and processing international business school perspective. Our detailed empirical findings indicate that CEO and TMT characteristics show a nonlinear relationship, based on 165 samples of Taiwanese firms operating in a technologically intensive industry. An inverted U-shaped relationship exists between CEO position tenure and TMT size regarding a firm's internationalization. These associations are an inverted U-shape, when internationalization level facing TMT tenure heterogeneity is accounted for.     

CEO retention,firm performance and corporate governance

This paper seeks to determine if CEO turnover is a function of firm performance, and therefore attempts to gauge the extent to which CEO interests are aligned with those of stockholders. The methodology in this paper focuses primarily on estimating the relationship between the probability of CEO exit and indices of firm performance and corporate governance structure. A major finding of the paper is that the accountability of CEOs to stockholders is significantly limited by CEO power, and CEO turnover is influenced more by internal governance structure than by firm profit or sales performance.     

Innovating Beyond the Horizon: CEO Career Horizon,Top Management Composition,and R&D Intensity

Decreasing research and development (R&D) can impair the ability of firms to remain innovative in the long run. CEOs have been accused of curtailing R&D investments as they approach expected retirement, yet received findings on R&D investment behaviors of late‐career CEOs are mixed. We argue that one reason for these inconsistent findings could be that traditional approaches overlook the fact that CEOs are not isolated agents in making R&D decisions. We build on the premise that CEOs interact with their top management team (TMT) when shaping R&D strategy and advance a contextualized view of CEO dispositions in their late career stages as being constrained or enabled by their TMT. We hypothesize that some TMT attributes (e.g., tenure and age) may amplify, whereas others (e.g., functional experience and education) may mitigate inclinations to reduce R&D. Our findings, based on a longitudinal sample of 100 US manufacturing firms from 1998 to 2008, provide nuanced insights into how different TMT characteristics influence CEO‐TMT dynamics, with TMT age and TMT tenure playing particularly pronounced roles. We discuss implications of our CEO‐TMT interface approach for theory and practice. © 2015 Wiley Periodicals, Inc.