«Three essays on corporate boards R. Øystein Strøm A dissertation submitted to BI Norwegian School of Management for the degree of Dr.Oecon SERIES ...»
Bøhren, Ø. and R. Ø. Strøm (2007, Feb). Aligned, informed, and decisive:
Characteristics of value-creating boards. Working Paper, BI-Norwegian School of Management.
Bolton, P. and E. von Thadden (1998). Blocks, liquidity, and corporate control. Journal of Finance 53, 1–25.
Brick, I. E., D. Palia, and C.-J. Wang (2005, Mar). Simultaneous estimation of CEO compensation, leverage, and board characteristics on ﬁrm value.
Buchanan, J. M. and G. Tullock (1962). The Calculus of Consent. Logical Foundations of Constitutional Democracy. The University of Michigan Press.
Conyon, M. J. and M. R. Muldoon (2006). The small world of corporate boards. Journal of Business Finance & Accounting 33(9), 1321–1343.
Davidson, R. and J. G. MacKinnon (1993). Estimation and Inference in Econometrics. Oxford: Oxford University Press.
Easterbrook, F. H. (1984, Sep). Two agency-cost explanations of dividends.
American Economic Review 74(4), 650–59.
Eisenberg, T., S. Sundgren, and M. T. Wells (1998). Larger board size and decreasing ﬁrm value in small ﬁrms. Journal of Financial Economics 48, 35–54.
Falaye, O., V. Mehrotra, and R. Morck (2006). When labor has a voice in corporate governance. Journal of Financial and Quantitative Analysis 41(3), 489–510.
Farrell, K. A. and D. A. Whidbee (2000, Oct). The consequences of forced CEO succession for outside directors. Journal of Business 73(4), 597–628.
Fauver, L. and M. E. Fuerst (2006). Does good corporate governance include employee representation? Evidence from German corporate boards. Journal of Financial Economics 82(3), 673–710.
Ferris, S. P., M. Jagannathan, and A. Pritchard (2003, Jun). Too busy to mind the business? Monitoring by directors with multiple board appointments. Journal of Finance 58(3), 1087–1111.
Fich, E. M. and A. Shivdasani (2006, Apr). Are busy boards effective monitors? Journal of Finance 61(2), 689–724.
FitzRoy, F. R. and K. Kraft (1993). Economic effects of codetermination.
Scandinavian Journal of Economics 95(3), 365–375.
Gorton, G. and F. A. Schmid (2000, Oct/Nov). Universal banking and the performance of German ﬁrms. Journal of Political Economy 58(1-2), 29–80.
Goyal, V. K. and C. W. Park (2002). Board leadership and CEO turnover.
Journal of Corporate Finance 8, 49–66.
Greene, W. H. (2003). Econometric Analysis (5th ed.). New York: Prentice Hall.
Hansmann, H. (1996). The Ownership of Enterprise. Cambridge, MA: Harvard University Press.
Hermalin, B. E. and M. S. Weisbach (1998, Mar). Endogenously chosen boards of directors and their monitoring of the CEO. American Economic Review 88(1), 96–118.
Hermalin, B. E. and M. S. Weisbach (2003, Apr). Boards of directors as an endogenously determined institution: A survey of the economic literature. Economic Policy Review 9(1), 7–26.
Hopt, K. J. (1998). The German two-tier board: Experience, theories, reform. In K. J. Hopt, H. Kanda, M. J. Roe, E. Wymeersch, and S. Prigge (Eds.), Comparative Corporate Governance: The state of the art and emerging research, Chapter 4(a), pp. 227–258. Oxford: Oxford University Press.
CHAPTER 1. OVERVIEWJensen, M. C. (1986). Agency cost of free cash ﬂow, corporate ﬁnance and takeovers. American Economic Review 76, 323–339.
Jensen, M. C. and W. Meckling (1976). Theory of the ﬁrm: Managerial behavior, agency costs, and ownership structure. Journal of Financial Economics 3, 305–360.
Jensen, M. C. and W. Meckling (1979). Rights and production functions:
An application to labor-managed ﬁrms and codetermination. Journal of Business 52(4), 469–506.
La Porta, R., F. L. de Silanes, A. Shleifer, and R. Vishny (2000, Oct/Nov).
Investor protection and corporate governance. Journal of Political Economy 58(1-2), 3–28.
Monks, R. A. and N. Minow (2001). Corporate Governance (2nd ed.).
Malden, MA: Blackwell Publishing.
Mueller, D. C. (2003). Public Choice III. Cambridge, UK: Cambridge University Press.
Pistor, K. (1999). Codetermination: A socio-political model with governance externalities. In M. M. Blair and M. J. Roe (Eds.), Employees and Corporate Governance, Chapter 5, pp. 163–193. Wash. D.C.: Brookings Institution Press.
Porta, R. L., F. L. de Silanes, A. Shleifer, and R. W. Vishny (1998). Law and ﬁnance. Journal of Political Economy 106(6), 1113–1155.
Rajan, R. G. and L. Zingales (1995). What do we know about capital structure? Some evidence from international data. Journal of Finance 50(5), 1421–1460.
Schmid, F. A. and F. Seger (1998). Arbeitnehmermitbestimmung, Allokation von Entscheidungsrechten und Shareholder Value. Zeitschrift fur Betriebswirtschaft 68(5), 453–473.
Shleifer, A. and R. W. Vishny (1986). Large shareholders and corporate control. Journal of Political Economy 94(3), 461–486.
Shrader, C. B., V. B. Blackburn, and P. Iles (1997). Women in management and ﬁrm ﬁnancial performance: An exploratory study. Journal of Managerial Issues 9(3), 355–372.
Siebert, H. (2005). The German Economy. Beyond the Social Market. Oxford UK: Oxford University Press.
Smith, N., V. Smith, and M. Verner (2006). Do women in top management affect ﬁrm performance? A panel study of 2300 Danish ﬁrms. International Journal of Productivity and Performance Management 55(7), 569–593.
Tirole, J. (2001, Jan). Corporate governance. Econometrica 69(1), 1–36.
Tirole, J. (2002). Financial Crises, Liquidity, and the International Monetary System. Princeton: Princeton University Press.
Wasserman, S. and K. Faust (1994). Social Network Analysis: Methods and Applications. Cambridge, UK: Cambridge University Press.
Woolridge, J. M. (2002). Econometric Analysis of Cross Section and Panel Data.
Cambridge, Mass.: The MIT Press.
Yermack, D. (1996). Higher market valuation of companies with a small board of directors. Journal of Financial Economics 40, 185–212.
Yermack, D. (2004). Remuneration, retention, and reputation incentives for outside directors. Journal of Finance 59(5), 2281–2308.
Aligned, informed, and decisive Øyvind Bøhren and R. Øystein Strøm1 Abstract This paper explores how board composition inﬂuences the conﬂict of interest between principals and agents, the production of information for monitoring and advice, and the board’s effectiveness as a decision-maker.
Paying particular attention to the board’s independence, information production, and diversity, we exploit unusually rich data from an unexplored institutional environment to estimate models that control for endogeneity.
We ﬁnd that the ﬁrm’s performance is higher when its directors own equity in the ﬁrm, have wide information networks to other ﬁrms, and when the board has low gender diversity, no employee directors, and small size.
No association is found between performance and independence. Board mechanisms are often endogenously determined, both by each other and by the ﬁrm’s performance. These characteristics of value-creating boards are consistent with theoretical predictions and the limited evidence from other institutional regimes, but lend no support to popular opinion and the current politics of corporate governance.
Keywords: Corporate governance, Board composition, Regulation, Endogeneity JEL classiﬁcation codes: G34, G38 1 This paper has beneﬁted from comments by Paul Guest, Bang Nguyen-Dang, Øyvind Norli, Trond Randøy, David C. Smith, participants in the 6th European Workshop on Corporate Governance and Investment (Universitat de les Illes Balears), the Workshop on the Politics of Corporate Governance (Copenhagen Business School), the European Finance Association meeting 2007 in Ljubljana, and particularly from Richard Priestley. We gratefully acknowledge ﬁnancial support from the Research Council of Norway (grant no.
2.1 Introduction The corporate governance literature argues that the fundamental concerns in board design are to align the interests of principals and agents, to provide information for monitoring and advice, and to foster decision-making effectiveness (Becht et al., 2003 and Hermalin and Weisbach, 2003). However, constructing aligned, informed, and decisive boards involves a number of difﬁculties. In particular, the task involves a wide set of board mechanisms, but we lack both theory and evidence of how these mechanisms relate to each other and to economic performance (Becht et al., 2003)2. This also means that when regulators currently restrict the admissible range of board mechanisms like independence and diversity, they do so without knowing the impact of their actions neither on other board mechanisms nor on the ﬁrm’s performance. If anything, the limited empirical research mostly questions the validity of the current regulatory practice or has nothing to say about it.
Our paper addresses the board design problem empirically by analyzing an unusually rich set of board mechanisms in an unexplored regulatory regime, using a methodological approach that controls for endogeneity. Because the directors’ independence, network, and diversity are often debated in the public, we pay particular attention to these mechanisms, constructing new empirical proxies for independence and network that are more consistent with the existing theory. The regulatory environment of our sample ﬁrms allows us to study the economics of compulsory law in place (such as mandatory employee directors), of recent complyor-explain regulation (such as the OECD codes and national codes for director independence), and the economic rationale for introducing new mandatory rules in the future (such as a minimum fraction of board seats per gender).
The economics of the boardroom involves a wide range of mechanisms, their potential endogeneity is difﬁcult to handle both theoretically and empirically (such as feedback from performance to alignment or from alignment to decisiveness), some of the mechanisms are hard to operationalize (such as independence and network), and the access to highquality data is limited (such as directors’ equity holdings, tenure, and netBecht et al. (2003) argue that “... formal analysis of the role of boards of directors and how they should be regulated is almost non-existent.... In sum, the formal literature on boards is surprisingly thin given the importance of the board of directors in policy debates.
This literature mainly highlights the complexity of the issues. There is also surprisingly little common ground between the models.”
2.1. INTRODUCTION 23work). This environment has produced empirical research which often relates corporate performance to a narrow subset of board mechanisms, assumes board mechanisms are exogenous or that endogeneity is limited, and uses empirical proxies with low validity and reliability.
The current politics of board design is driven by governance scandals in a few ﬁrms, such as Ahold, Enron, Parmelat, and Skandia. This has produced a series of regulatory restrictions on owners’ control rights in the board room, such as the Sarbanes-Oxley act in the US and corporate governance codes in more than 50 countries worldwide. The problem is that these attempts at avoiding what politicians consider the worst outcome (i.
e., governance scandals) in a few ﬁrms may prevent owners from attaining their best outcome (maximum ﬁrm value) in the typical ﬁrm, where governance breakdown is an improbable event. First, Hermalin and Weisbach (2006) show theoretically that board regulation can only improve welfare if there is either information asymmetry at the contracting stage, externalities to non-contracting parties, or if regulators have remedies that contracting parties do not have. It is not obvious whether any of these conditions are met in practice. Second, the research literature lends little support to enrouraging more board independence. In fact, Adams and Ferreira (2007) show theoretically that more independence reduces information production, hurts the board’s advice function, and may also reduce the value of monitoring. Also, Bhagat and Black (1999) conclude that the US evidence ﬁnds no clear link between independence and performance. If anything, the relationship is negative. Third, research on the relationship between performance and board diversity is very sparse and mostly inconclusive.
Overall, the limited existing research provides no convincing support for neither current nor planned board regulation.
We try to improve on this situation in four ways. The ﬁrst contribution is based on the fact that our data set includes an unusually wide set of governance mechanisms. We analyze three alignment mechanisms (inside ownership concentration, outside ownership concentration, and director independence), four information mechanisms (director network, having the ﬁrm’s CEO on the ﬁrms’s board, having the ﬁrm’s CEO on other ﬁrms’ boards, and having other ﬁrms’ CEO on the ﬁrm’s board), and four decisiveness mechanisms (board size, gender mix, age dispersion, and employee directors). The sample covers all non-ﬁnancial ﬁrms listed on the Oslo Stock Exchange from 1989 to 2002, which is a long time series of board data by international standards. This panel of up to fourteen observations per ﬁrm allows us to study board dynamics over extenCHAPTER 2. ALIGNED, INFORMED, AND DECISIVE sive periods, and to control for unobserved determinants by ﬁxed effects estimation, which is uncommon in the literature. Our ownership structure data are unusually detailed, accounting for every equity holding by every owner in every ﬁrm at every year-end.