The CEO,venture capitalists,and the board

An element in the never-ending debate about the process of funding highpotential businesses is the extent to which venture capitalists add value besides money to their portfolio companies. At one end of the spectrum, venture capitalists incubate start-ups and nurture hatchlings, while at the other extreme, so-called “vulture” capitalists feed on fledgling companies. A very important way in which venture capitalists add value other than money to their portfolio companies is by serving on boards of directors. Hence, by studying the role of outside directors, especially those representing venture capital firms, we were able to shed light on the issue of value-added.In the first phase of the research, we studied 162 venture-capital-backed high-tech firms located in California, Massachusetts, and Texas. In the second phase (with data from 98 of the 162 firms), the lead venture capitalists on the boards were classified according to whether or not they were a “top-20” firm.Board Size The average board size was 5.6 members, which was somewhat less than half the size of the board of a typical large company. Board size increased from 3 to 4.8 members with the first investment of venture capital.Board Composition and Control The typical board comprised 1.7 inside members, 2.3 venture capital principals, .3 venture capital staff, and 1.3 other outsiders. Insiders constituted 40% or less of the members of 82% of the boards, while venture capitalists made up over 40% of members of 55% of the boards. When a top-20 venture capital firm was the lead investor, then 55% of the board members were venture capitalists; in contrast, when the lead was not a top-20 firm, only 23% of board were venture capitalists.Value-Added Overall, our sample of CEOs did not rate the value of the advice of venture capitalists any higher than that of other board members. However, those CEOs with a top20 venture capital firm as the lead investor, on average, did rate the value of the advice from their venture capital board members significantly higher—but not outstandingly higher—than the advice from other outside board members. On the other hand, CEOs with no top-20 as the lead investor found no significant difference between the value of the advice from venture capitalists and other outside board members. Hence, in our sample, we could not say that there was a noticeable difference in the value of valueadded by top-20 boards and non-top-20 boards.The areas where CEOs rated outside board members (both venture capitalists and others) most helpful were as a sounding board, interfacing with the investor group, monitoring operating performance, monitoring financial performance, recruiting/replacing the CEO, and assistance with short term crisis. That help was rated higher for early-stage than later-stage companies.Our findings have the following implications for venture capitalists, entrepreneurs, and researchers.Venture Capitalist The main product of a venture capital firm is money, which is a commodity. It's impossible to differentiate a commodity in a martetplace where the customers have perfect information. As venture capitalists learned since the mid-1980s, their customers (entrepreneurs) now have an abundance of information that, while it may not be perfect, is certainly good enough to make a well-informed decision when selecting a venture capital firm. Hence, value-added may be the most important distinctive competence with which a venture capital firm—especially one specializing in early-stage investments—can differentiate itself from its competitors. If that is the case, then venture capital firms need to pay more attention to their value-added, because CEOs, overall, do not perceive that it has a great deal of value to their companies. The top-20 appear to be doing a somewhat better job in that area than other venture capital firms.Entrepreneurs If an entrepreneur wants outside board members who bring valueadded other than money, it appears that they can do as well with non-venture capitalists as with venture capitalists. The entrepreneurs we talked to in our survey gave the impression that board members with significant operating experience are more valued than “pure” financial types with no operating experience. If venture capital is an entrepreneur's only source offunding, then the entrepreneur should seek out firms that put venture capitalists with operating experience on boards. It also appears that an entrepreneur, will, on average, get more value-added when the lead investor is a top-20 firm, but there is a drawback: when a top-20 is the lead investor, it is more likely that venture capitalists will control the board. No entrepreneur should seek venture capital solely to get value-added from a venture capitalist on the board, because outside board members who are not venture capitalists give advice that is every bit as good as that given by venture capitalists.Researchers Value-added is a fruitful avenue of research. From a practical perspective, if valueadded exists it should be measurable. So far the jury has not decided that issue. Some finance studies of the performance of venture-capital-backed initial public offerings (IPOs) claim to have found valueadded, some claim to have found none, and at least one study claims to have found negative value- added. From a theoretical perspective, value-added is relevant to agency theory, transaction cost economics, and the capital asset pricing model. It also is relevant to strategic analysis from the viewpoint of distinctive competencies.     

Strategy and the board of directors in venture capital-backed firms

The results of this research demonstrate that boards of directors in venture-capital backed companies are more involved in both strategy formation and evaluation than are boards where members do not have large ownership stakes. These same results are demonstrated even when industry, board size, level of diversification, and insider board representation are held constant. Agency theory and institutional theory are advanced as reasons for this higher level of involvement.Venture capitalists are generally seen as value-added investors who have played a significant role in the development of many entrepreneurial businesses (Bygrave and Timmons 1992). This success has lead students of industrial competitiveness like Thurow (1992) to argue that the venture capitalist should serve as an example for directors of all types of organizations. One of the most significant value-added activities of the venture capitalist is involvement with strategy [Fried and Hisrich 1995] , [MacMillan, Kulow, and Khoylian 1988] , Sapienza 1989, [Sapienza et al. 1996] and [Rosenstein, Bruno, Bygrave, and Taylor 1993] . Implicit in the writings extolling directors who act like venture capitalists Porter 1992a, Porter 1992b, [Bhide 1994] and [Thurow 1992] is the belief that they will be more active than traditional board members. However, little empirical work has been done to directly compare the level of strategic involvement of the two types of boards.Building on the work of Judge and Zeithaml (1992), this study compares the level of board involvement with strategy by the boards of venture capital-backed companies with the boards of other types of organizations. After establishing different levels of involvement, it then examines why there is a difference. Finally, this study provides additional empirical evidence on the relationship between board involvement and performance (Zahra and Pearce 1989).     

Board structure and role of monitoring committees

Regulators and researchers alike have focused significant attention on the structure of the corporate board. In general, the results of prior empirical studies suggest that larger boards are costly to firms because of communication and co-ordination problems. How firms use committees to mitigate these costs, however, has not received as much attention. Since boards delegate authority for specific tasks to monitoring committees with independent directors, we re-examine the impact of board structure on firm performance by specifically focusing on the number of monitoring committees. Using ROA and EVA, we find that board size is positively associated with firm performance when firms use more than three monitoring committees. We also find that the previously documented negative association between board size and Tobin's Q disappears when a firm uses more than three monitoring committees. Overall, the results suggest that firms use monitoring committees to mitigate the costs associated with larger boards.     

Structuring deals and governance after the IPO: Entrepreneurs and venture capitalists in high tech start-ups

In an effort to better understand the effects of venture capital investment on selected firm governance and financing structures, we examined the post-IPO experiences of 190 biotechnology and healthcare firms (see appendix). Our study revealed that in virtually all cases, the involvement of venture capitalists reduced the role of the founder-entrepreneur in strategic decision making. This was illustrated by the larger proportion of outside directors when venture capitalists invested and the smaller proportion of entrepreneurs who remained officers or in board positions after the IPO. We also found that venture capitalists rarely invested alone, and preferred to structure deals in which venture capital partners share both risks and rewards.     

The board and strategy: Venture capital and high technology

In the area of strategy formulation, the part played by the board of directors in high technology firms operating with funds provided by venture capital organizations has not been investigated before. This exploratory study, although based on a limited sample, looks at some of the fundamental issues and contrasts the involvement of the board in firms of this kind with very limited involvement of the board in small conventional firms and in large publicly-held corporations. The relative power of management and the board of directors is of great importance. In contrast with the small conventional firm and the large corporation, in both of which the Chief Executive Officer is usually in firm control of the board and generally does not look to the board for active involvement in strategy formulation, the high-technology firms funded by venture capital organizations are characterized by a board of directors that has high power relative to management. This power can be understood not only in terms of the “power of the purse” (high concentration of the ownership in hands external to management), but also in terms of the expertise of the venture capitalists and their access to important networks.The business plan which is a key element in obtaining initial funding is in effect a statement of strategy that is carefully scrutinized by the venture capitalists, some of whom will assume positions on the board of directors. The board is similarly involved in the revisions of business plans in conjunction with later rounds of funding.The study found that the board is typically small, with outsiders rather than management in control; further, at least some of the outside members were found to have a high degree of expertise and a close working relationship with management. Board meetings are frequent and deal actively with key issues and with the review of how the strategy is working and what changes in strategy may be required. Reviews of the business plan when a new round of funding is required or when major new product or marketing decisions are needed are examples of likely occasions for involvement of the board in strategy revisions.Further research should center on identifying the conditions under which board involvement can play a constructive role in the strategy process of these high technology companies. Some pertinent variables are suggested. The next step in research should be more structured and quantitative and should use a geographically dispersed sample, but field interviews will be of continuing value as a complement.For firms funded by venture capital organizations, the board of directors is a significant interface between the venture capitalists and the internal management group. The working relationship between inside and outside directors in this arena, in strategy formulation and in other major business decisions, is a matter of considerable practical importance.     

Venture Capitalists, Syndication and Governance in Initial Public Offerings

This paper examines the development of effective boards in venture capital (VC)-backed initial public offerings. It argues that VC-backed IPOs suffer from two sets of agency costs which are related to principal–agent and principal–principal relationships between the founders and members of the VC syndicate. Using a unique sample of 293 entrepreneurial IPOs in the UK it shows that VC syndicates invest in relatively more risky firms. VC-backed IPOs have more independent boards than IPOs with no VC involvement, with board independence being higher in syndicated VC-backed firms. These results are consistent with assumption that these governance factors are used to mitigate agency costs associated with VC involvement in IPO firms. We also find that in syndicated IPOs there is a higher equity presence of passive private equity firms investing alongside VC firms.     

Outside Board Members in High Tech Start-ups

Board composition in large organizations has been subject to much empirical research, however, little attention has been focused on board composition in start-ups, and more specifically high tech start-ups. This lack of research is surprising given that many high tech start-ups have multiple equity stakeholders such as venture capitalists or public research organizations, such as universities. Given that high tech start-ups are commonly resource-poor these external stakeholders may play an important role in accessing critical external resources. Drawing on agency theory, resource dependence theory and social network theory we examine the tensions that exist between the founding team and external equity stakeholders in determining the presence of outside board members. In particular we focus on whether or not the outside board members have either complementary or substitute human capital to the founding team. We test our model on a sample of 140 high tech start-ups in Flanders. Our results indicate that high tech start-ups with a public research organization as an external equity stakeholder are more likely to develop boards with outside board members with complementary skills to the founding team.      

Rules of the game: whose value is served when the board fires the owners?

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allows us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn of 2010, the board of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims.     

The consequences of conflict between the venture capitalist and the entrepreneurial team in the United Kingdom from the perspective of the venture capitalist

This research investigates the factors associated with the nature of conflict in the post-investment relationship between the venture capitalist (VC) and the entrepreneurial team (EP) in a venture that was funded by the venture capital firm, and as perceived by the VC. The study hypothesises a relationship between this perceived conflict and the post-investment performance of the investee firm. It examines both cognitive and affective conflict in two strategic areas — organisational goals and policy decisions — and relates them to the performance. The data was collected by a survey of VCs in the UK and a 60% effective response rate was achieved. The results show that conflict as disagreement can be beneficial for the venture performance, although at the same time, conflict as personal friction is negatively associated with performance. These impacts are in general stronger in the conflict related to organisational goals than to policy decisions.     

Gender Diversity on European Banks’ Boards of Directors

This article investigates the gender diversity of the corporate board of European Union banks. Employing a large sample of 612 European banks from 20 European countries, it identifies organizational characteristics that could be predictive of women??s presence on bank boards. We identify three factors that play a particularly important role in defining bank board gender diversity. First, the proportion of women on the board is higher for lower-risk banks. We argue that there may be some statistical discrimination behind this relation, although it could also be explained by a real risk-aversion hypothesis. Second, banks with larger boards have a higher proportion of women on their boards, which could be considered a signal of some kind of preference for homogeneity on small boards. Finally, banks that have a growth orientation are more prone to include women on their board, since they may be seen as providers of diverse external resources that are more valued by firms operating under critical circumstances.     

CEO power and its effect on performance and governance: Evidence from Chinese banks

This study investigates whether CEO power matters in Chinese banks. We find that the effects of four power dimensions on banks' performance and board structure vary in their own unique ways. The CEOs with structural power are negatively related to performance but positively related to gender-diversified boards. Moreover, CEOs with ownership power enhance performance but are negatively associated with professionalism and diversification in the boards. Banks that have CEOs with expert power perform well and have gender-diversified boards. Meanwhile, CEOs with prestige power are likely to appoint politically connected directors to the board.     

The Influence of Board Diversity,Board Diversity Policies and Practices,and Board Inclusion Behaviors on Nonprofit Governance Practices

This study examines how and when nonprofit board performance is impacted by board diversity. Specifically, we investigate board diversity policies and practices as well as board inclusion behaviors as mediating mechanisms for the influence of age, gender, and racial/ethnic diversity of the board on effective board governance practices. The empirical analysis, using a sample of 1,456 nonprofit board chief executive officers, finds that board governance practices are directly influenced by the gender and racial diversity of the board and that board inclusion behaviors together with diversity policies and practices mediate the influence of the board’s gender and racial diversity on internal and external governance practices. Additionally, we found an interaction effect that indicates when boards have greater gender diversity, the negative impact of racial diversity on governance practices is mitigated. The findings suggest that board governance can be improved with more diverse membership, but only if the board behaves inclusively and there are policies and practices in place to allow the diverse members to have an impact.     

Where do international board members come from? Country-level antecedents of international board member selection in European boards

In this paper, it is argued that boards internationalize by recruiting international directors in order to increase companies’ performance. However, increasing nationality diversity on a board can be costly considering that it potentially creates cooperative problems on a board due to fault-lines and separation processes. As a result, boards will prefer international candidates who are more similar to themselves on a variety of ‘distances’. Based on data collected regarding 5683 board members of 361 companies from 15 countries in 2005–2007, we discover that the greater the distance (cultural, institutional and geographical) between the candidates’ and the companies’ country-of-origin, the lower the fraction of board members of that nationality on boards. Subsequently, it is argued that historical ties between countries play a ‘distance compressing’ role and partially compensate for the effects of distance. A colonial tie between countries will make recruitment of these particular nationalities more likely than others.     

The Impact of the Dual Board Structure and Board Diversity: Evidence from Chinese Initial Public Offerings (IPOs)

Chinese listed companies have a two-tier (dual) governance structure that comprises a supervisory board/committee (SB) and the board of directors (BoD). However, as there is no hierarchical relationship between them, the two boards are independent. This is different from the governance mechanism in Continental Europe in which the SB appoints the directors of the management board; in this sense, the Chinese two-tier governance structure is unique. We investigate the impact of governance characteristics and ownership structure on gender diversity of both the BoD and the SB for a sample of 892 Chinese Initial Public Offerings floated in both the Shanghai and Shenzhen Stock Exchanges. We find that the average proportion of female directors and female SB members on the BoD and the SB are 10 and 22 %, respectively. Using both static and dynamic panel data methods, we find that there is no significant impact of board structure on gender diversity in China. However, we find a positive and significant relationship between SB size and gender diversity. We also find that the higher the state ownership, the lower the female representation on both boards. Finally, our findings show that there is a bi-directional relationship between financial performance and the proportion of female directors sitting on the BoD.     

Female directors,board committees,and firm performance: Time-series evidence from Turkey

We study the relationship between female representation on boards and firm value and profitability in Turkey from 2011 to 2018, relying on hand-collected data covering the vast majority of listed firms. We build several proxies of female representation on boards and find no evidence that female directors predict firm value and profitability using broad measures that are typically required or mandated by regulators. However, we find that female directors predict higher firm value when they have a more active role in board governance through board committee memberships and when they are represented in these committees in relatively large numbers. The presence of female directors, who are members of controlling families is associated with higher firm value. The presence of female independent directors is associated with higher profitability. We also study three potential channels through which female directors might influence firm outcomes and find that the presence of female directors on boards and board committees (i) facilitates the production of financial statements of higher quality; (ii) may lead to lesser incidence of violations of capital market laws and regulations, and (iii) reduces the hoarding of negative news and the related stock price crash risk. We also compare female directors to their male counterparts and find limited evidence for systematic differences.     

Do currency boards increase the credibility of exchange-rate pegs?

After massive attacks against the peso in January 2002 the Argentine government abandoned its currency board arrangement. The collapse of the Argentine exchange-rate system initiated a new discussion about the pros and cons of currency boards. Why did the Argentine currency board fail? What does its collapse reveal about the conditions that have to be fulfilled for a currency board to function smoothly? What consequences can be drawn from the Argentine case with regard to the currency boards of countries in central and eastern Europe?     

风险投资介入中小企业公司治理的机理与效果研究

随着深圳创业板的推出,我国风险投资业再一次迎来了发展的高峰。本文对风险投资介入被投资企业公司治理的过程进行了分析,并以深圳中小板上市的企业为样本,对我国风险投资介入被投资企业公司治理的效果进行了研究,结论显示我国风投介入中小企业公司治理的效果并不明显,除对市场价值有所提升外,对治理水平和企业绩效的影响都不显著,这说明我国风险投资业还需要很大的完善。     

Resistance to Change in the Corporate Elite: Female Directors’ Appointments onto Nordic Boards

In this empirical study, we investigate the variation in firms’ response to institutional pressure for gender-balanced boards, focusing specifically on the preservation of prevailing practices of director selection and its impact on the representation of women on the board of directors. Using 8 years of data from publicly listed Nordic corporations, we show societal pressure to be one of the determinants of female directorship. Moreover, in some corporations, the director selection process may work to maintain “a traditional type of board”. In such boards, demographic diversity among male members appears to be associated with a lower share of female directors, although we cannot establish wether this reflects discrimination or a desire to maintain critical competencies. With this paper we add to the theoretical understanding of the factors underlying female board appointments by adopting an institutional theory lens to study female board representation. Viewing the demands for gender-balanced boards in terms of societal pressure for the de-institutionalization of the prevailing norms and practices, we highlight preferences for maintaining established practices as a potentially important barrier to institutional change. On these grounds, we conjecture on the relationship between the gender diversity of boards and other diversity dimensions. We suggest that a board room gender quota (if implemented) is supplemented by policies to ensure the transparency of board changes, in order to prevent the crowding out of other diversity dimensions.     

关于提升我国监事会在公司治理中地位的思考

目前,我国对监事会的管理存在不少漏洞,大部分公司的监事会成为一种摆设,监事会的有效监督作用得不到充分的发挥。我国监事会监督能力弱化的原因是现行监事会缺乏独立性,监事的专业性普遍不足,对监事缺乏必要的激励约束机制。应改善监事会成员结构,提高监事会成员的素质,加大监事会的权力,确保监事的知情权,建立适当的激励和监督机制,以其提升监事会在公司治理中的地位。     

Women on boards of directors: Why skirts in seats aren’t enough

Most organizations focus their attention on simply achieving gender diversity on their boards. This approach misses the point. A complex relationship exists between board gender diversity and good governance whereby such diversity can have a negative, positive, or neutral impact on organizational performance, indicating that organizations may only reap the benefits of gender-diverse boards under proper conditions. This article examines which conditions allow gender-diverse boards to flourish and which conditions lead to failure. Organizations usually increase female representation on boards of directors to achieve one of two goals: gender parity or improved governance. Each of these goals is influenced by different circumstances and thus must be approached in a unique manner. Three recommendations are offered herein for organizations trying to achieve each goal. Gender, ethnic, and cultural board diversity all share related justifications and challenges, so organizations that follow the recommendations in this article will be well positioned to benefit from all three sources of increased diversity on their boards of directors.