The board advisory tasks in small firms and the event of crises

In this article we examine what affects the board of directors’ involvement in the advice to management, with emphasis on the influence of crises on the board advisory tasks performance. Based on a survey of 881 small Norwegian firms, we analyse responses from CEOs in order to determine whether and to what extent the board is actively involved in the governance process during crises through providing advice. The study has two major contributions to board research in general and research of into small firms in particular. The first is the go beyond the “usual suspects” of board size, CEO duality, and board independence when looking for determinants of board involvement in advice. The second contribution is a clearer understanding of board involvement during crises. Our results show that board member diversity becomes particularly important during crises, since this provides the CEO and firm access to a more diverse pool of competences and experiences. We also find that crises moderate the effects of incentive on the board’s involvement in advice. This evidence sheds new light on the determinants of directors’ involvement in board tasks, suggesting that directors’ incentive to perform certain board tasks vary according to the contingent situation the firm is experiencing.     

SOCIAL NETWORKS IN THE BOARDROOM

This paper provides evidence that social networks strongly affect board composition and are detrimental to corporate governance. Our empirical investigation relies on a large data set of executives and outside directors of French public firms. This data source is a matched employer–employee data set that provides detailed information on directors/CEOs as well as information about the firm employing them. We find a strong and robust correlation between the CEO's network and that of his directors. Networks of former high‐ranking civil servants are the most active in shaping board composition. Our identification strategy takes into account not only firm and directors’ fixed effects but also the matching of firms and director in terms of one observable and one unobservable characteristic. Turning to the direct effects of such network activity, we find that firms in which these networks are most active pay their CEOs more, are less likely to replace a CEO who underperforms, and engage in less value‐creating acquisitions. These findings suggest that social networks are active in the boardroom and have detrimental effects on firms’ governance.     

The double-edged sword of CEO/chairperson duality in corporatized state-owned firms: evidence from top management turnover in China

This study examines how board leadership structure (CEO duality) affects the corporate governance of corporatized state-owned firms where the state shareholders use these firms to serve both profit and non-profit objectives. We propose that CEO duality will generate a positive (negative) significant impact on the firms’ corporate governance when state owners tend to monitor their CEOs on the basis of profit (non-profit) considerations. We test our hypotheses by examining the relations between CEO duality and CEO turnover in Chinese listed companies that are ultimately controlled by central or local governments. We find that CEO duality is negatively related to turnover in marginal profit-making firms where turnover would be value-enhancing. This suggests that CEO duality is detrimental to these firms’ corporate governance because it entrenches relatively poorly performing CEOs. Duality is also negatively related to turnover in high-profitability firms where turnover would be non-value-enhancing. This suggests that CEO duality might positively contribute to the corporate governance of these firms by reducing the occurrence of non-value enhancing turnover. Overall, our study suggests that CEO duality is a double-edged sword in corporatized state-owned firms.     

The role of behaviorally integrated nominating committees in non-executive director selection processes

This study examines how behavioral processes among nominating committees, CEOs, and board chairs affect the comprehensiveness of non-executive director selection planning and evaluation. Building on a theory-building multiple-case study, our findings indicate that comprehensiveness is based on three key factors: (1) task-related mutual and collective interactions in nominating committees, (2) board chair leadership in structuring selection processes with high facilitation skills, and (3) the level and timing of information exchange between CEOs and board chairs. Furthermore, we highlight the interconnectedness and temporal embeddedness of these behavioral processes. Our study contributes to a more holistic understanding of non-executive director selections and provides new insights into the complex and interwoven social dynamics among nominating committees, CEOs, and board chairs.     

Re‐examining the Glass Cliff Hypothesis using Survival Analysis: The Case of Female CEO Tenure

We use the glass cliff to study the appointment and employment duration of 193 female CEOs between 1992 and 2014 in a sample of large, small and mid‐size North American firms. Consistent with the glass cliff, we find that women are appointed as CEOs in precarious situations. However, we find female CEOs are 40% less likely to face turnover at any point after appointment than male CEOs. This conflicts with an implication of the glass cliff and differs significantly from existing research which shows that female CEOs have only a slightly lower risk of turnover than male CEOs. Our larger, more recent sample captures changes in the labour market that explain the departure from the results of earlier studies. We find evidence that the lower turnover rate of female CEOs is related to firms’ desire to avoid the negative publicity that would accompany their termination, and we also show that greater education has a positive impact on CEO job security.     

Transnational Board Interlocks as a Source of Non‐experiential Knowledge for the Firm in Foreign Markets

Board interlocks between firms headquartered in different countries are increasing. We contribute to the understanding of this practice by investigating the transnational interlocks formed by the 100 largest British firms between 2011 and 2014. We explore the association between different attributes of a firm's internationalization process, namely performance, structural and attitudinal, and the extent of the firm's engagement in transnational interlocks. We posit that the value of transnational interlocks as a non‐experiential source of knowledge will vary according to which of these three attributes becomes more prominent as the firm internationalizes. We do not find a significant relationship between the performance and structural attributes of internationalization, as measured by the firm's percentage of foreign sales and assets, respectively, and increased engagement in transnational interlocks. We do, however, find an inverted U‐shaped relationship between the attitudinal attribute of internationalization, represented by the psychic dispersion of the firm's foreign operations, and the firm's number of transnational interlocks. This non‐linear relationship reveals both a natural boundary for the firm's capacity to engage in transnational interlocks and a reduced willingness to engage in such ties once a certain degree of attitudinal internationalization has been reached.     

An Examination of Socially Responsible Firms' Board Structure

This study investigates the structure of the board of directors at socially responsible (SR) firms. Using a sample of 394 SR firms and comparing these to a matched sample of firms, I find that SR firms have characteristics associated with effective board structures. For instance, SR firms have more outsiders and women directors, and less instance of CEO/Chairman duality than non-SR firms. Results are similar when using a continuous measure of social responsibility. Also, I document that SR firms have higher Governance Index scores than the matched sample. Overall, this suggests that a reason for shareholders' appeal in socially responsible firms and mutual funds may be because these firms have stronger governance mechanisms in place than do non-SR firms. In addition, it appears that effective governance structures are more likely to exist in firms that focus on a broad range of stakeholders, rather than in firms that have a strict focus on shareholder wealth maximization.     

All on board? New evidence on board gender diversity from a large panel of European firms

Using a unique database of over 20 million firms over two decades, we examine industry sector and national institution drivers of the prevalence of women directors on supervisory and management boards in both public and private firms across 41 advanced and emerging European economies. We demonstrate that gender board diversity has generally increased, yet women remain rare in both boards of firms in Europe: approximately 70% have no women directors on their supervisory boards, and 60% have no women directors on management boards. We leverage institutional and resource dependency theoretical frameworks to demonstrate that few systematic factors are associated with greater gender diversity for both supervisory and management boards among both private and public firms: the same factor may exhibit a positive correlation to a management board, and a negative correlation to a supervisory board, or vice versa. We interpret these findings as evidence that country-level gender equality and cultural institutions exhibit differentiated correlations with the presence of women directors in management and supervisory boards. We also find little evidence that sector-level competition and innovativeness are systematically associated with the presence of women on either board in either group of firms.     

Evaluating the Evaluators: Should Investors Trust Corporate Governance Metrics Ratings?

Companies are under increasing pressure to have their corporate governance rated by an independent corporate governance metrics firm, such as Institutional Shareholder Services (ISS) or Governance Metrics International (GMI). These rating firms claim to be able to determine how effective and responsive a company’s board is. Institutional investors have begun using these board governance ratings when deciding which firms to include in their stock portfolios. This paper considers whether investors, many of whom claim to be socially responsible, should be relying upon board governance metrics. We find that these metrics are not good indicators of either the quality of a firm’s earnings or of its ethics.     

Does the presence of independent and female directors impact firm performance? A multi-country study of board diversity

This study empirically analyzes whether gender diversity enhances boards of directors’ independence and efficiency. Using data from 3,876 public firms in 47 countries and controlling for a wide set of corporate governance mechanisms, we find that firms with more female directors have higher firm performance by market (Tobin’s Q) and accounting (return on assets) measures. The results also suggest that external independent directors do not contribute to firm performance unless the board is gender diversified. These results hold with respect to different estimation models and robustness tests. Overall, our findings provide evidence that the female directors enhance boards of directors’ effectiveness. Finally, we find that firms that are concerned with board independence, and that firms in more complex environments are more likely to have gender-balanced boards.     

The involvement of board of directors and institutional investors in investing in transition economies: An agency theory approach

We investigate the influence of the composition of the board of directors and stock ownership patterns on the decision to enter markets in Central and Eastern Europe. Our findings suggest that board composition alone does not influence the entry decision while firms with less concentrated stock ownership were more likely to enter these developing markets. We also found that while better performing firms were attracted to opportunities in Central and Eastern Europe, firms with poor prior performance and outside dominated boards were also more likely to enter these markets.     

Monitoring the monitor: Enabling strategic change when the former CEO stays on the board

Firms often retain their former CEOs on the board after succession to benefit from the former CEOs’ firm-specific expertise. However, their presence can inhibit successor CEOs from implementing meaningful strategic change, as the former CEOs seek to preserve their personal legacy and may see the strategic landscape differently, especially when the successor CEO is hired from outside the firm. Using a strategic leadership interface perspective, we propose that board members can alleviate this potential tension and enable strategic change. To test our theory, we focus on a subsample of succession events: when the former CEO stays on board as chair and the successor CEO is an outsider. This scenario is likely to result in strategic tension and cognitive differences between these two organizational leaders. We find that in such situations, boards with a higher proportion of outside directors experience greater post-succession strategic change; we find no effect in other succession scenarios. We isolate legacy conservation as a motivating factor by showing that the effect manifests for divestitures but not for acquisitions.     

CEO Duality,Agency Costs,and Internal Capital Allocation Efficiency

This study examines the impact of CEO duality on firms’ internal capital allocation efficiency. We observe that when the CEO is also chair of the board, diversified firms make inefficient investments, as they allocate more capital to business segments with relatively low growth opportunities over segments with high growth opportunities. The adverse impact of CEO duality on investment efficiency prevails only among firms that face high agency problems, as captured by high free cash flows, staggered board structure and low board independence. Depending on the severity of the agency problem, CEO duality is associated with a decrease in industry‐adjusted investment in high‐growth segments of 1% to 2.1% over the following year, relative to that in low‐growth segments. However, CEOs’ equity‐based compensation curbs the negative effect of CEO duality on internal capital allocation efficiency. Overall, the findings of this study offer strong support for the agency theory and postulate the internal capital allocation policy as an important channel through which CEO duality lowers firm value in diversified firms.     

Board members’ contribution to strategic decision-making in small firms

This article explores how the boards of small firms actually undertake to perform strategic tasks. Board strategic involvement has seldom been investigated in the context of small firms. We seek to make a contribution by investigating antecedents of board strategic involvement. The antecedents are “board working style” and “board quality attributes”, which go beyond the board composition features of board size, CEO duality, the ratio of non-executive to executive directors and ownership. Hypotheses were tested on a sample of 497 Norwegian firms (from 5 to 30 employees). Our results show that board working style and board quality attributes rather than board composition features enhance board strategic involvement. Moreover, board quality attributes outperform board working style in fostering board strategic involvement.     

Hedging and accounting-based RPE contracts for powerful CEOs

Several firms prohibit their CEOs from trading in the stock of peer firms. This is puzzling since hedging by the CEO through private trading in the capital market can reduce the CEO’s exposure to systematic compensation risk. When the CEO’s incentive contract comprises relative performance evaluation, we find that the firm might want to disallow private hedging even though there are no technological interdependencies or strategic interactions to peer firms. In the analysis, we highlight two frequently observed characteristics of incentive contracts. First, the use of accounting benchmarks is widespread in compensation contracts for CEOs. Second, empirical and anecdotal evidence suggests that powerful CEOs have influence on the process of designing their own compensation. We find that in the presence of a powerful CEO, the firm can benefit from disallowing private hedging. In particular, the firm’s decision to allow or to disallow private hedging depends on the characteristics of the accounting benchmarks and the characteristics of the peer firms.     

Human capital and agency effects on CEO compensation of IPO biopharmaceutical firms and the market’s response

This paper examines the determinants of base pay and total incentive compensation packages of CEOs of biopharmaceutical firms that have recently gone public, and whether human capital and agency factors affect the market’s response to the initial public offering. We find that in terms of net proceeds, the IPO market appears to reward the firms that have founder-CEOs and CEOs with higher incentive compensation. CEOs with prior venture capital experience are associated with receiving higher incentive compensation, while CEOs with a greater ownership interest in the firm receive lower incentive compensation but higher salaries. CEOs of firms with a greater percentage of insiders are associated with lower salaries. The results should add to our understanding related to human capital and agency theories, as well as help firms and investors better understand and structure CEO compensation.     

The impact of family CEO’s ownership and the moderating effect of the second largest owner in private family firms

This study explores two ownership issues in private family firms. First, we investigate the relationship between the ownership of family CEOs and firm performance, and postulate that this relationship in private family firms is more complex than the inverted “U” relationship found in public family firms. Second, we predict a potential moderating effect of the second largest owner, who may exert a monitoring role on family CEOs. We focus on private family firms as recent studies show that private family firms have distinct features compared to public family firms, and that findings documented in public family firms may not apply to the ubiquitous, but much less studied, private family firms. We have applied agency theory to develop the two hypotheses, used secondary data on a large sample of private family firms, utilized an adjusted conventional quadratic technique to test the hypotheses, and validated the findings using a second method of piecewise linear specification. The results show that the non-linear relationship between the ownership of family CEOs and firm performance is more complicated than the often-documented inverted “U” shape from public firms. Meanwhile, the second largest owner with a high enough ownership stake can impose a positive moderating effect by mitigating potential agency problems caused by family CEOs.     

Relational Ownership and CEO Continuity: A Property Rights Perspective

Inspired by agency theory, research on Chief Executive Officer (CEO) succession often focuses on turnovers as a mechanism to discipline CEOs in the event of poor firm performance. Recent research extends this view by showing that CEO turnovers can also lead to substantial disruption in a firm's management. Less is known, however, about the antecedents of disruption and continuity in the context of CEO turnovers. Drawing on modern property rights theory, we investigate how CEO continuity varies across different types of firms. Using a sample of Swiss publicly traded firms, we find that relational ownership enhances the likelihood of CEOs staying in office or moving to the position of board chair. Firms with little relational ownership, in contrast, display a high degree of CEO continuity only when capital intensity is high. Provided that a CEO turnover occurs, relational ownership and capital intensity reduce the likelihood of interim CEO successions. These findings highlight the importance of a nuanced view of CEO continuity, taking into account owner types as well as contextual factors.     

Board size and firm value: evidence from Australia

We study the effect of board size on firm value in Australia. Using a large sample of Australian firms over the period 2001–2011, we find strong evidence of a negative relationship. We show that firms with a large board are associated with CEO compensation that is sensitive to firm size, but not to firm performance. This incentive to accumulate assets is congruent with the fact that firms with a large board also exhibit lower operating performance and higher operating costs. Furthermore, we find that the effect of board size is stronger in small firms. This result might explain why earlier studies, which focused on large Australian firms, found board size to have little impact on firm value.     

PERFORMANCE AND BEHAVIOR OF FAMILY FIRMS: EVIDENCE FROM THE FRENCH STOCK MARKET

This paper empirically documents the performance and behavior of family firms listed on the French stock exchange between 1994 and 2000. On the French stock market, approximately one third of the firms are widely held, whereas the remaining two thirds are family firms. We find that, in the cross‐section, family firms largely outperform widely held corporations. This result holds for founder‐controlled firms, professionally managed family firms, but more surprisingly also for firms run by descendants of the founder. We offer explanations for the good performance of family firms. First, we present evidence of a more efficient use of labor in heir‐managed firms. These firms pay lower wages, even allowing for skill and age structure. We also find that descendants smooth out industry shocks and manage to honor implicit labor contracts. Second, we present evidence consistent with outside CEOs in family firms making a more parsimonious use of capital. They employ more unskilled, cheap labor, use less capital, pay lower interest rates on debt and initiate more profitable acquisitions. (JEL: G32, L25, J31)