Beyond Self-Interest: Agency Theory and the Board in a Satisficing World

This paper argues that a consideration of some of the peculiarities of boards of directors can be used as a basis for developing and enriching our theoretical conception of agency relationships; and that the generalized version of agency theory that results can help us to better understand some of the empirical observations and theoretical and policy issues raised by Roberts, McNulty and Stiles.     

Why and when female directors are less engaged in their board duties: An interface perspective

Female representation on boards is perhaps one of the most studied topics in board-governance research. At the same time, much is unknown about female directors' task engagement within boards. Drawing from psychological theory on societal gender beliefs, our study tests whether the impact of director gender on supervisory task engagement hinges on status dynamics in two relational interfaces: the director–board interface and the director–CEO interface. According to this perspective, female directors show less task engagement because gender is a diffuse status cue that creates status differentiation within the director–board interface. Multi-source board survey data (n = 61 boards, n = 315 directors) confirms that, within the confines of the boardroom, female directors do, indeed, receive lower-status ratings than male directors. This effect is weaker when boards have a female chair. Furthermore, lower status explains perceived lower task engagement of female directors, but this link critically hinges on the CEO–director interface. The impact of status differences is more pronounced when directors intersect with a relatively dominant CEO. All in all, the results demonstrate that relational interfaces play a key role for female directors’ task engagement in their board duties.     

Boards of Directors in Family Businesses: A Literature Review and Research Agenda

This paper offers a review of the theoretical and empirical literature addressing boards of directors within the unique organizational setting of family businesses. By reviewing and structuring past research, this paper aims to improve the understanding of how family involvement in firms affects the roles and behaviours of boards. The review of the literature is structured according to the family business board's two primary tasks as an internal administrative body, namely the exercise of control and the provision of advice. For both board tasks, theoretical perspectives and the match between theory and empirical findings will be discussed. The review concludes by offering an integrative discussion of the relevant theories and by highlighting the need for multi‐theoretic, process and contextualized approaches in future research on boards of directors in family businesses.     

Information Asymmetries in the Hiring Process and the Risk of New Leader Dismissal: Insights from English Premier League Soccer Organizations

Why are some new leaders dismissed more quickly than others? Adopting agency theory logic, the authors examine how different succession contexts shape boards’ information asymmetries about a potential candidate's competencies in the hiring process, which influences the propensity of making poor hiring decisions and hence the risk of new leader dismissal. Employing duration analysis on a sample of 164 newly appointed leaders in the English premier league (1996–2014), the authors find that the risk of new leader dismissal is: (i) greater when the predecessor leader's exit was initiated by them rather than by the board; (ii) greater when following a longer‐tenured predecessor; and (iii) lower for outside successions compared with inside successions.     

The adoption of deferred share unit plans for outside directors: economic and social determinants

This paper investigates the antecedents of adopting deferred compensation plans for corporate directors. Relying on agency and network theories, we compare the economic and social characteristics of firms that have adopted a deferred share unit plan for their directors over the 1997–2005 period (130 firms) to a control sample. Our findings show that firms where outside directors have higher agency costs, firms having a block holder that owns a significant voting power, firms whose outside directors serve on other boards having adopted deferred compensation plans, and firms that hire compensation consultants are more likely to adopt a deferred share unit plan for their directors than other firms. These findings highlight the importance of integrating economic and social perspectives when investigating the diffusion of compensation practices.     

Studying Board Context, Process and Dynamics: Some Challenges for the Future

This paper contributes to the timely debate on research into boards and their effectiveness by focusing on context, process and time, which are crucial to understanding board dynamics. It also explores key principles of board process research, and advocates the need to strengthen its theoretical and methodological foundations in order to challenge the analytically particular assumptions of agency theory. The paper concludes that there is still much more to be researched in this area and encourages work that explores variation in board process and director effectiveness in different organizational contexts, as well as seeking to go beyond the board to address their impact and effectiveness in the broader organizational and external context.     

The Effect of Board of Directors’ IT Awareness on CIO Compensation and Firm Performance

Chief information officers (CIOs) play increasingly strategic roles in firms in this competitive global economy, which is now largely powered by information technology (IT). However, research has shown a lack of board of directors’ oversight on CIO‐ and IT‐related issues. Drawing on agency, resource dependence, and alignment theories, we investigate the effect of board of directors’ IT awareness on CIO compensation structure and firm performance. We conduct cross‐sectional time series analyses of data collected from various sources. Our study underlines three important findings. First, we show that some commonly known executive compensation determinants, such as individual characteristics and governance structure, do not have significant effects on CIO compensation structure. Second, with regard to CIO compensation structure, firms respond to increasing information asymmetry differently according to the level of IT awareness of their boards. Finally, firms perform better when their boards have higher levels of IT awareness, and this positive effect of IT awareness is considerably larger in IT intensive industries. Overall, our study provides empirical support for the important role of boards’ IT awareness in shaping CIO compensation and improving firm performance. Our results suggest that boards with functional area knowledge—or higher IT awareness in this case—can more effectively monitor and better incentivize executives, and consequently lead to better firm performance.     

Corporate governance and board accounts: exploring a neglected interface between boards of directors and management

There is an absence of research about what information boards of directors have access to and how they use that information. The purpose of this paper is to explore and theorize about the content and use of information to boards of directors. The paper introduces and elaborates on the concept of ‘board accounts’, which is defined as the information supplied to boards of directors by top-management. The paper locates the board accounts in the Swedish institutional setting and demonstrates how the concept can be operationalized in an empirical setting. On the basis of a unique material of archived board records in a Swedish company, the paper explores the board accounts over a period of 10 years (1989–1998). It is found that while use of the board accounts in the case study company changes considerably over time, the content of the board accounts remains largely unchanged. This raises questions about where and when directors receive information, the reliability of the information in the board accounts, and recent attempts to integrate corporate governance and management accounting (CIMA, Performance reporting to boards: a guide to good practice, 2003; CIMA strategic scorecard: boards engaging in strategy, 2005; Seal, Management Accounting Research 17(4):389–408, 2006). Finally, the paper discusses the merits of historical archive-based approaches in this field and possibilities for future research.

Effect of the board of directors and the audit committee on firm performance: a panel data analysis

This research examines the relationship between independent directors, the audit committee (AC), and firm performance, taking into account the impact of the chief executive officer’s powers and block shareholders. We use the maximum likelihood estimator, based on agency theory assumptions and cylindered panel data, to examine three models of firm performance. The results show that the independence of the board is reflected clearly by increased economic and equity performance of the firm. However, an AC that is fully independent or meets frequently is associated with lower firm performance. Unlike pension funds, institutional shareholders can be considered an effective control mechanism in the context of France. Our results development includes advanced explanations for market liquidity and shareholders’ portfolios. The study period ends before the European regulation on ACs came into effect in 2008. This allows for an appreciation of soft law in French corporate governance. It also lets us compare the data with the way firms operate their boards one decade later. The evidence provides useful guidelines on the supremacy of soft law in corporate governance and suggests that the composition and functioning of the board of directors should be moderated based on the firms’ context. The specificity of the cylindered panel data helps to better examine the impact of the board and AC’s independence and functioning in French corporate governance structure.     

Making Boards Effective: An Empirical Examination of Board Task Performance

Despite the increasing attention of management scholars to boards of directors, there is still scant evidence on the antecedents of board task performance. The lack of significant results seems to be due to some theoretical and methodological choices followed by scholars, i.e. the almost exclusive reliance on agency theory and the use of demographic data. Following the call for dismantling the fortresses dominating past studies, this paper contributes to opening the 'black box' of boards of directors, developing a conceptual model that considers the impact of board members' diversity, commitment and critical debate on board task effectiveness in performing its service and control tasks. We collected primary data through a questionnaire survey, and we tested the model controlling for board, firm and industry characteristics. Our findings suggest that (i) the predictors we identified, and particularly the board members' commitment, are far more important than board demographics to predict board task performance; (ii) firm and industry contexts exert a significant influence on board task performance; (iii) predictors have a different impact on specific sets of tasks. Thus, our findings support the idea that several board characteristics and contingencies at both industry and firm level must be acknowledged in board design.     

The gender composition of corporate boards: A review and research agenda

In recent years, the composition of boards and, particularly, the inclusion of women on boards has attracted significant scholarly interest and public debate. In this article, I comprehensively review the academic literature on board gender composition. Using the systematic review method, I ask whether women directors really are different from men on boards, what factors shape board gender composition, how board gender composition affects organizational outcomes, and finally, why board gender quotas and other forms of regulation are introduced and what outcomes can be expected. Based on my findings, I develop a conceptual framework that clarifies the causal processes underlying both women's access to boards and the effects of women's presence on boards. Finally, I offer a research agenda designed to enrich our understanding of board gender composition.     

An Institutional Contingency Perspective of Interlocking Directorates

Interlocking directorates, in which companies are linked by the directors that serve on their boards, exist globally. It is an expression of hegemonic power exercised by the elites of a society, and has been studied with great interest by organizational sociologists, management scholars and financial economists. The interest emanates from the effect that interlocks have on wealth creation and distribution, and from the perspective that interlocks can tell us how elites in a society are networked. Although diverse theoretical perspectives have informed the research on interlocking directorates, this review shows that the Anglo‐American perspective dominates. This dominance is notable not only in the volume of Anglo‐American studies, but also in theories employed by international studies. For example, most international studies use agency theory to investigate the welfare implications of interlocks, but many countries do not use the Anglo‐American legal regime, which is the basis for agency theory. This paper expands the theoretical basis of the review to include class hegemony and resource dependence, to articulate better the causes and consequences of interlocks in the international context. The paper also extends theory by showing that institutions have an important influence on interlocks, so that the latter can be welfare‐depleting in one institutional setting, while welfare‐enhancing in another. The review concludes by discussing the implication for future research.     

Are Boards Designed to Fail? The Implausibility of Effective Board Monitoring

In this review, we challenge the idea that directors are well positioned to be effective monitors of management. Moving beyond the logic of incentives and ability, we conceptualize a model based on the premise of boards as groups of individuals obtaining, processing and sharing information and explain how variation in information-processing demands at the director, board and firm level may challenge effective monitoring. We draw on multiple theoretical perspectives to identify these barriers to effective board monitoring. Our goal in reviewing these barriers is to help us take stock of existing research in corporate governance and to better explain board behavior beyond traditional agency and resource dependency accounts. We also aim to uncover gaps in the conceptual and empirical research and suggest areas of fruitful future research.     

Governance,boards and value co-creation: Changing perspectives towards a service dominant logic

In this multidisciplinary and conceptual paper, we use insights from new and challenging developments in the management and marketing literature to inform corporate governance research. We shed light on the role of governance and specifically boards of directors in value creation in small and medium enterprises. While corporate governance research mostly tends to emphasise the role of governance mechanisms such as boards in the protection and distribution of value, our research problematises such a narrow view and (re)conceptualises their role in value co-creation. By exploring the role of boards as resource integrators within a wider service ecosystem, we propose novel ways in which boards can become integral to firms’ value creation processes. In doing so, we develop a new logic for framing the boards’ tasks and suggest new directions for corporate governance research and practice. We apply an empirical conceptualisation strategy in order to make our findings more accessible.     

Ex-post governance in joint ventures: Determinants of monitoring by JV boards of directors

Considerable advances have been made in corporate governance research in recent years and opportunities exist to consider these developments within alliances. We extend the “scope of operations” hypothesis to the domain of joint ventures. This proposition suggests that the monitoring carried out by boards increases when organizations become more complex. The inherent characteristics of JVs generate unique sources of complexity that are currently unexplored in the corporate governance literature. First, we seek to determine their influence on monitoring by using primary data on JV board monitoring. Second, we adopt the size of JV boards as a proxy for monitoring in order to examine whether the determinants of board size and monitoring in fact coincide and to reveal if certain effects are masked by using board size as a simple proxy for monitoring. Doing so enables us to investigate the black-box of what boards actually do as well as extend governance research to other organizational forms. Our findings confirm that the unique characteristics of JVs influence the information needs by the boards resulting in more monitoring by JV directors. Our findings show there is value in bridging alliance theory and the literature on corporate governance research. We also advance practitioner's understanding by providing suggestions on how to structure JV boards in relation to their complexity.     

Increasing women's contribution on board decision making: The importance of chairperson leadership efficacy and board openness

In the last decade, the number of women on corporate boards has increased slightly, but the prevailing minority status of women directors implies that they will continue to face social barriers. While prior research has largely focused on explaining social barriers (e.g., being categorized as an out-group member) to increase diversity and its negative consequences, how boards can avoid these obstacles remains unclear. Stemming from recategorization theory, we examine whether and to what extent board chairperson leadership efficacy and board openness (as mechanisms to avoid out-group bias) enhance the influence of women when they are in the minority in board decision-making. In a sample of 146 Norwegian firms, we found a positive relationship between women minorities and women directors’ contribution to board decision-making. Moreover, we found that this positive impact increases when the board chairperson exercises leadership and the board operates in an atmosphere of openness.     

Job-related diversity: the comprehensiveness and speed of board decision-making processes—an upper echelons approach

Strategic decision-making processes influence firm-level outcomes. Using the theory of upper echelons, this study investigates how diversity in directors’ skills, knowledge, and industry experience influence board decision-making processes that may impact overall strategic decision-making processes. Such diversity has been commonly accepted to be a ‘double-edged sword’—enhancing comprehensiveness but hindering the speed of decision-making. On the contrary, we used an existing large survey database to show that directors’ diverse educational background, functional background, and industry experience (job-related diversity) have a positive effect on comprehensiveness as well as the speed of board decision-making. In addition, our results indicate that board processes (directors’ use of their knowledge and skills) play an important role by transmitting the positive effects of diversity. The study is in a tradition of exploring how boards may influence firms’ strategic decision-making processes. Our findings provide additional arguments for adding job-related diversity to boards of directors.     

Women on corporate boards around the world: Triggers and barriers

One of the institutions in which the gender gap remains a contestable issue is the board of directors, where the proportion of female directors is still low. While some countries have achieved higher proportions of female directors on their corporate boards, others have not registered even a single one. Drawing on social role theory, that places emphasis on traditional gender activities, this study starts by arguing that board directorship is an agentic role and more suitable for men. The study shows that key social institutions have the potential to alleviate such stereotypical attitudes or to maintain the status quo. Employing a robust statistical technique in two-stage least squares (2SLS), this study finds that the representation of women in other key national institutions, such as in politics, positively affects the appointment of female directors on boards. On the other hand, religiosity has a negative causal effect on female board appointments.     

How do CEOs matter? The moderating effects of CEO compensation and tenure on equity ownership in international joint ventures

We propose that CEO compensation and tenure moderate the relationship between multinational corporations' (MNCs) R&D intensities and their percentages of equity ownership in international joint ventures (IJVs). Transaction cost economics (TCE) suggests a positive relationship between MNC R&D intensity and IJV equity ownership, but this relationship has not been confirmed consistently in prior research. We examine the moderating effects of CEO compensation and tenure on the relationship between MNC R&D intensity and IJV equity ownership, thereby bringing more nuanced explanations from agency theory and upper echelons theory into the discussion. Our proposed relationships were tested using a sample of 202 IJVs formed between U.S. MNCs and foreign partners in high-tech industries for the period 1993 to 2003. We found an overall positive relationship between MNC R&D intensity and the percentage of equity ownership in IJVs. Moreover, CEO tenure and bonus compensation each weaken the positive R&D intensity-equity ownership relationship in our sample, while CEO stock options compensation amplifies it. These findings indicate that CEO compensation and tenure influence decision making about equity ownership in IJVs, suggesting that scholars and boards of directors should consider these CEO-related factors when evaluating strategic decisions regarding IJVs.