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«Three essays on corporate boards R. Øystein Strøm A dissertation submitted to BI Norwegian School of Management for the degree of Dr.Oecon SERIES ...»

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Specifically, the co-determination hypothesis says that the mechanism of employee directors has a negative relationship to firm performance, but a positive to average wage, the board characteristics, and leverage. The reverse causation hypothesis says that lagged firm performance is associated with governance variables and average wage, but that signs are uncertain.

3.3. THEORY AND HYPOTHESES 69 The remainder of this section concerns explanations of variables and their relationships.

In this paper, shareholders may adjust the board characteristics and the leverage. In order to achieve a reliable measure, and in the interest of economy, I build an index by including board characteristics that have

proven to be important in board studies. The index is7 :

Board index = Directors’ holdings + Board network − Board size − Gender (3.1) The board index construction follows the Bertrand and Mullainathan (2001) procedure, as each index variable in (3.1) is standardized to have average zero and standard deviation 1 before summation. The sum is then standardised. This gives a continuous variable, in contrast to the Gompers et al. (2003) type of index. Their governance index is based upon a subjective allocation of categorical points for reasons that restrict shareholder rights, and then summed over all characteristics. Since all variables in (3.1) are continuous, the resulting index is continuous as well, and this is an advantage in estimations. Another advantage is that the index is likely to be more stable in sub-samples than the individual variables. The interpretation is that the higher the board index, the better is the board structure. It should be positive towards firm performance and negative towards average wage. If it is complementary to leverage, a positive sign will appear.

The choice of variables in the index reflects important board characteristics that are decision variables for shareholders. Directors’ ownership represents the need for the board to be aligned with shareholders, the network variable the need for the board to be informed, the board size and gender diversity the need for the board to be decisive. The signs in (3.1) are common findings in the literature. The ownership literature (Morck et al., 1988 and McConnell and Servaes, 1990) confirms the positive sign on directors’ ownership share, and so does studies taking other board characteristics into account, e.g. Bøhren and Strøm (2007)8. The network variable is little used in studies of boards, but Bøhren and Strøm (2007) find a posiThe variables are defined as follows. Directors’ holdings is defined as the fraction of equity owned by the board of directors; Board network is the information centrality, constructed from network theory (Wasserman and Faust, 1994), see footnote 9; Board size is the number of shareholder elected directors; Gender is the proportion of shareholder elected female directors.

8 I keep only a linear specification in the board ownership relation, despite evidence in Morck et al. (1988) and McConnell and Servaes (1990) pointing towards a concave relationship. The Bøhren and Strøm (2007) study finds no significance in the squared term, may be due to the inclusion of other board characteristics.

CHAPTER 3. CO-DETERMINATION

tive sign9. It comprises direct and indirect connections to other listed nonnancial firms stemming from directors’ multiple board seats. A variety of studies, e.g. (Yermack, 1996 and Eisenberg et al., 1998), document that performance decreases with increasing board size. The relationship between gender and firm performance may be more controversial, as Shrader et al.

(1997); Smith et al. (2006), and Bøhren and Strøm (2007) report a negative relationship, whereas Carter et al. (2003) find the opposite. I perform robustness tests with other definitions, described in section 3.5, to test the choice of index.

Next, I include leverage. A higher leverage will decrease the firm’s free cash flow, and will, therefore, limit the potential for agency costs (Easterbrook, 1984 and Jensen, 1986). Perotti and Spier (1993) model how the lower free cash flow may be used as a bargaining tool against employees, implying better firm performance and lower average wage. Both effects should point to higher firm performance from higher leverage.

However, the complexity of leverage leads to an indeterminate prediction. On the one hand, given the presence of employee directors, owners may fear higher debt may bring even higher decision costs. If, as Easterbrook (1984) supposes, higher leverage brings the lender into closer oversight of the firm, the firm may end up with three decision makers with potentially divergent interests. Furthermore, if the leverage is also used to signal investment prospects (Myers, 1977), a high leverage used to discipline employees can be taken to signal weak investment opportunities in 9 Network theory uses concepts such as nodes and lines. In our setting, a node is a firm, and a line between two firms represents a joint director in the two firms. We define geodesic g jk as the shortest path between two nodes j and k, and G as the total number of nodes. The node i is designated as ni. Using Wasserman and Faust (1994, p. 192-197), our information centrality measure is constructed in the following way: Form the G × G matrix A with diagonal elements aii = (1 + sum of values for all lines incident to ni ) and off-diagonal elements aij, where

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the firm. Another aspect is that, as Tirole (2006, p. 51-53) points out, higher leverage may cause costs related to illiquidity and bankruptcy. This complexity of leverage means that the sign is uncertain. It could be the case that shareholders in co-determined firms adjust the leverage in an effort to neutralize employee directors to a greater extent than they do in shareholder determined firms. In a simultaneous equations setup, Brick et al.

(2005) find a negative relationship.

Thus, I expect employee directors to be associated with better board composition and higher leverage. If these are successful from the shareholder point of view, a positive indirect effect may compensate for the negative direct employee director effect upon firm performance. In the stakeholder theory, the employee director should be a welcome addition to the board, and thus carry a positive sign to firm performance, while the indirect effects should not appear.

In addition to the endogeneity induced by employee directors, the reverse causation hypothesis says governance mechanisms may be at least partly determined by past performance (Hermalin and Weisbach, 1998, 2003). The signs on the board index and the leverage may be difficult to set out. In the Hermalin and Weisbach (1998) bargaining model the CEO bargains over pay and monitoring intensity. Good past firm performance gives the CEO a better bargaining position, which he would use to reduce monitoring. This means that the association between past firm performance and governance mechanisms should be negative. However, it may well be that governance mechanisms are improved after a good performance, for instance, since the firm learns good practices. Since shareholders may adjust either board composition or leverage, or both, leverage and board composition may be either complements or substitutes (Agrawal and Knoeber, 1996). Thus, the sign is ambiguous.

I study the direct and indirect effects of employee directors in a simultaneous setup. Since the lagged firm performance is included, the system is dynamic. Taken together, and with constants suppressed, this results in the system of equations FP = p1 FPt−1 +w1 W + b1 BI + l1 DE + d1 ED + f 1 FS + r1 FR (−) (+) (+) (−) (+) W = p2 FPt−1 + b2 BI + l2 DE + d2 ED + f 2 FS + r2 FR (−) (−) (+) (+) (3.2) BI = +w3 W + l3 DE + d3 ED + f 3 FS + r3 FR p3 FPt−1 (−) (+/−) (+) (+/−) DE = +w4 W + b4 BI + d4 ED + f 4 FS + r4 FR + uit p4 FPt−1 (−) (+/−) (+) (+/−)

CHAPTER 3. CO-DETERMINATION

where FP is firm performance, and FPt−1 indicates one period lag; W stands for the average wage, BI is the board index, DE is the leverage (debt to equity), ED is employee director, FS is firm size, and FR is firm risk. uit is the error term. The main hypotheses are summarized below the coefficients. Thus, the co-determination hypothesis is set out in the ED column.

3.4 Data and institutional background

The sample comprises all non-financial firms listed on the Oslo Stock Exchange (OSE) at year-end at least once during the period 1989 to 2002.10 Board data is collected from the handbook Kierulfs Håndbok for the first years, and from the national electronic register at Brønnøysund from 1995.

The register provides information on name, date of birth, and director status (chairman, vice-chairman, ordinary member, and employee director).

The CEO’s name and date of birth are recorded as well. The CEO or director name gives gender information. Data on board and CEO ownership, as well as outside ownership concentration is pulled from the public securities register, while share price and accounting data come from OSE’s data provider (Oslo Børs Informasjon). The ownership structure data covers every equity holding by every investor in each sample firm. By international standards, the size and quality of the data are considerable.

The data for this paper spans the period from 1989 to 2002. During this period, the law regulating the governance of the companies is from 1972, with amendments in 1987 (“Aksjeloven”), and a new law in 1997 (“Allmennaksjeloven”). The regulations for representation have been unchanged since 1987. In this respect, there is no before-and-after situation, as with the “Cadbury committee” report in the UK, in the sample period.

As a general rule, firms with more than 200 employees must have at least two employee directors, or at least one third of the board11. In the size brackets 31 to 200 employees, the firm must have labour board seats if a majority of the employees vote in favour, first with one representative 10 The OSE had an aggregate market capitalization of 68 bill. USD equivalents by yearend 2002, ranking the OSE sixteenth among the twenty–two European stock exchanges for which comparable data is available. During the sample period from 1989 to 2002, the number of firms listed increased from 129 to 203, market capitalization grew by 8% per annum, and market liquidity, measured as transaction value over market value, increased from 52% in 1989 to 72% in 2002 (sources: www.ose.no and www.fibv.com).

11 The main sources are Bråthen (1982); Aarbakke et al. (1999) and NOU 1985:1. In order to maintain readability, specific references have been dropped in tables and text.

3.4. DATA AND INSTITUTIONAL BACKGROUND 73 in the 31 to 50 bracket, then two in the 51 to 200. The employee director must be employed in the company. A number of important Norwegian industries are exempted from these rules, that is, the employees have no rights of representation in these industries. These include newspapers, news agencies, shipping, oil and gas extraction and financial firms. The characteristics of employee board representation mean that some firms have employee directors, others do not, and also that co-determined firms have different fractions of employee directors. Thus, an implication of the regulations is that comparisons of two sets of differently governed, but otherwise similar firms can be made, and that further analyses can be carried out in sub-samples of, say, co-determined firms with more than 200 employees. This data property answers the Dow (2003, p. 87) objection that the study of co-determined firms lacks a proper control group. I dene the employee director variable as the fraction of employee directors, unlike most former studies that only use employee directors as a dummy variable.

This institutional framework offers advantages over the German and Canadian studies referred to in section 3.2, since the Norwegian employee directors represent an authentic stakeholder group. The German regulations are such that one third of the employee representatives on German boards need to be labour union officials (Siebert, 2005). Presumably, the union officials are supposed to look after the interests of workers in general, not only those in the firm. No such minimum is required in Norway, and the employee directors need to be employed in the firm. The Canadian co-determination comes about when workers are also shareholders in the company. This might cause a conflict of interest, when the optimal policy from the shareholder point of view is detrimental to the optimal policy for workers. In Norway, employee directors are elected in their capacity as workers in the firm, not their shareholdings.

The initiative for employee representation came from a joint committee of the Labour Party and the major employee union (LO) in the early ’60s. However, concurrent to this initiative, LO and the employer association (NAF) ran a “co-operative project” together with researchers to study co-determination in selected companies. This was in the consensus and cooperation spirit that arose from common war-time experience. The question was not only about co-determination, but also about new production methods. Later, the need for co-determination in order to improve productivity was the guiding principle of the official document NOU 1985:1, whose recommendations were unanimous, as opposed to the original 1971

CHAPTER 3. CO-DETERMINATION

report. The insider information argument was behind the codification of employee board representation in Norway. Thus, it seems as if the lawmakers were familiar with stakeholder theory. Bråthen (1982, p. 14) interprets the law on co-determination to imply that profit maximisation is no longer the single objective of the company. Employees’ interests now become one of several objectives the firm has to consider. Thus, a harmony of interests model is behind the regulations on co-determination in Norway.

Next, I report some descriptive statistics on employee directors. Table

3.1 shows the number of employee directors in firms according to employment size.

<

Table 3.1



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