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.     

The influence of top management corporate networks on CEO succession

We analyze empirically how supervisory board members with multiple directorships affect the decision to hire an inside or outside CEO successor. While a growing number of both theoretical and empirical studies analyze the influence of corporate performance and size or the ownership structure on this decision, the role of multiple board memberships within the CEO recruitment process has been widely neglected so far. The present study is based on panel data of the largest German companies covering the period from 1996 to 2008. Applying competing risk estimations we find a weak and positive association between the number of external directorships of the supervisory board members and internal CEO replacements. Distinguishing between different groups of external board positions, we find that external executives on the supervisory board increase the likelihood of external CEO replacements. In line with empirical findings for the US we argue that external executives improve the assessment of potential CEO successors leading to more outside CEO replacements. In contrast, we find evidence that external supervisory board mandates of the supervisory board members cause more internal CEO replacements. This finding indicates a substitution of external expertise of the executives by multiple supervisory board mandates but could also reflect a reduction of the monitoring intensity of the supervisory board.     

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.     

CEO successor compensation: outside versus inside successions

We propose that outside CEO candidates will have greater bargaining power than insiders. As a result, outside CEO successors will likely receive greater total compensation than inside CEO successors. Outside successors, meantime, pose more risk to the hiring firm than inside successors due to higher information asymmetry. As a result, outside successor compensation packages are tilted towards more performance-related pay-at-risk, while inside successor packages have a higher percentage in salary. In addition, outside successors may want to utilize the structure of their compensation at their previous firm in their new contracts. Using a sample of 99 firms with outside successors who were not CEO in their prior firms, matched by industry and size to firms that hired inside candidates, we find evidence supporting these hypotheses.     

Board age and corporate financial fraud: An interactionist view

Unlike past studies which have focused on either executives or boards of directors, this study takes an interactionist view to investigate the determinants of corporate financial fraud. We propose that CEOs evaluate the opportunities for financial fraud according to both situational stimuli and their own personal characteristics. As older directors are often more experienced and have more to lose if they fail in their monitoring duties, we expect them to be more capable and to have stronger motivation for monitoring CEOs closely. As such, we propose that a CEO is less likely to engage in corporate financial fraud when the average age of the board of directors increases (i.e., board age). However, when the CEO is older than the board, the CEO may attach less importance to board age when deciding whether to commit fraud. Therefore, we further propose that the CEO–board directional age difference can weaken the effect of board age. Our empirical analyses provide strong support for these hypotheses. Our study contributes to the literature on corporate governance by highlighting the often neglected roles of board age and CEO–board directional age difference in deterring corporate financial fraud.     

Unternehmenserfolg, Wechsel im Vorstandsvorsitz und Disziplinierung von Finanzvorständen

The Chief Financial Officer (CFO) is often referred to as a company’s No. 2 on contemporary management boards; yet corresponding empirical evidence is scarce. As a result, academic literature has not yet investigated whether CFOs—like CEOs—are dismissed more frequently if corporate performance is poor and to what extent forced Chief Executive Officer (CEO) turnover also influences disciplinary action towards CFOs. Therefore, in this paper we examine the antecedents of forced CFO departures in the largest German corporations between 1999 and 2006. Building on principal-agent theory, we expect respective relationships between the board of directors, the CEO, and the CFO. Moreover, we propose that principals also take team-specific and firm-specific human capital into consideration when disciplining agents. We find that poor corporate performance and forced CEO turnover both independently increase the likelihood of CFO dismissal. In addition, we find indications for a close team relationship between CFOs and CEOs. In summary, our results support the prominent role of CFOs alongside CEOs on contemporary management boards and suggest a more detailed consideration of CFOs in future research on performance consequences of managerial successions.     

CEO and Chairperson characteristics and firm performance

This paper focuses on the relationship between Chief Executive Officer (CEO) and Chairperson characteristics and firm performance. Specifically, the study examines the association between the characteristics of the CEO and the Chairperson of the board and firm performance. Using a sample of S&P 500 firms, the evidence found suggests that demographic and experience-related characteristics may be associated with the market valuation and financial performance of the firm. In particular, the reported results indicate a positive relationship between the presence of female CEOs or Chairs and firm performance, thus suggesting that gender-based differences may affect the CEO’s/Chairperson’s success. Moreover, the findings concerning the age of the CEO or Chair are mixed, while their experience and quality appear positively related to firm performance. Interestingly, a CEO or Chairperson holding multiple board seats is negatively associated with firm performance, whereas CEO duality has a positive relationship with Tobin’s Q and the return on assets (ROA) of the firm.     

为什么CEO解职如此罕见? 一种基于前景理论的解释

基于前景理论和公司行为理论,本研究将商业风险、所有权集中度及CEO解职后的继任来源整合于同一框架。基于中国上市公司数据所进行的大样本实证分析表明,商业风险、CEO与董事长兼任、所有权集中度与CEO解职率正相关,所有权集中度负向调节商业风险对CEO解职关系。但针对CEO解职后不同继任来源的分析显示,这种调节作用尽管在两类CEO解职中仍然得到保持,但其它所考察变量在外部继任型解职中则有着明显不同。这些发现,进一步加深了对高所有权集中度情境下,CEO解职这一极为重要的战略决策过程的理解。     

Two heads are safer than one: Changes in CEO duality and venture failure

We study the dynamics of a major design choice in the governance of ventures: whether to distribute power at the top of the venture between a separate CEO and board chair. We propose that ventures are more likely to combine (separate) their CEO and chair positions when operational performance is poor (strong), demonstrating behavior in line with the threat rigidity thesis. Paradoxically, however, ventures would most benefit from a separate CEO and board chair when operational performance is poor. Empirical analysis of data from the Australian mining industry offers general support for our theory, with some interesting nuances. We discuss the implications of our findings for emerging conversations in the literatures on venture boards, boards of directors, and entrepreneurship.     

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.     

Does Board Ethnic Diversity Impact Board Monitoring Outcomes?

This study investigates whether board ethnic diversity is associated with stronger board monitoring outcomes. We explore a range of outcomes – CEO compensation, accounting misstatements, CEO turnover–performance sensitivity and acquisition performance – but find no evidence to support this. We also find no evidence that board ethnic diversity improves overall firm performance, even for those firms with higher agency problems. Our results are robust across different methodologies and have important practical implications, by informing the current public policy debate on board ethnic diversity.     

Boards in microfinance institutions: how do stakeholders matter?

Microfinance Institutions provide financial services to poor people. Governance of these organizations is important so that they can operate efficiently and sustainably. This study analyzes the influence of stakeholders (donors, employees, customers, and creditors), on board structure (board size and CEO duality), and on organizational performance. We use a global data set of 379 microfinance institutions from 73 countries, collected from rating organizations. Supported by stakeholder theory, agency theory and resource dependence theory, we find stakeholders to be important and have various influences on microfinance institutions. We find donors to be associated with small boards, non-duality and better performance. Employees are associated with large boards, while customers are associated with duality and good financial performance. Creditors opt for duality and better social performance. Implications and areas for future research are discussed.     

Board compensation and ownership structure: empirical evidence for Italian listed companies

This paper investigates the relationships among corporate ownership, the level of board compensation, and firms’ future performance within Italian listed companies. Board compensation could be related to corporate ownership characteristics, like the type of controlling shareholder, ownership concentration, the separation between cash flow and voting rights, and the presence of shareholders’ agreements. The evidence of high levels of board compensation associated with certain governance characteristics could signal, in a principal-agent framework, rent extraction by entrenched managers or by controlling shareholders versus minority shareholders; high board compensation, however, could be related to the need to hire directors with higher professional standing and also to the desire to create a network with other companies through the enlargement of the board, according to a social network view. In this paper we disentangle this issue showing the relationship between excess board compensation and future performance: examining firms listed on the Milan Stock Exchange over the period 1995–2002, we show that board compensation is linked to many governance characteristics, but excess compensation is never positively related to future performance. For founder family firms, in particular, high board compensation is associated with (a) smaller board size; (b) higher proportion of family members on the board; (c) lower future performance. The whole evidence therefore doesn’t support the hypothesis suggested by the social network view, but is consistent with a rent extraction hypothesis. These results could add new empirical evidence to the recent debate on the need for global remuneration reform. According to our results, some control mechanism and an increase in transparency of executive compensation schemes could be appropriate.     

Board of director efficacy and firm performance variability

While academic researchers continue to debate the effect of board independence in increasing performance, its efficacy could also be reflected in whether firm performance is made more stable. Board governance activities are a constellation of actions aimed at managing agency costs and ensuring the viability of a company over time. The efficacy of such actions would, therefore, be reflected in a distal outcome, specifically, in lower firm performance variability. Boards that can control agency costs and limit both underinvestment and overinvestment would reduce a firm's deviation from its mean performance trajectory. Using a longitudinal sample of publicly traded companies in the United States, we find that board stability, board resource provision, and CEO influence are negatively associated with performance variability. Board independence is not associated with performance variability. With increasing board independence, greater board stability and greater CEO influence are negatively associated with performance variability, however, greater board resource provision is not associated with performance variability.     

CEO网络嵌入性与企业价值

以社会网络理论为理论依据,本文构建了CEO网络嵌入性与企业价值关系的概念模型,提出CEO网络嵌入性与企业价值变化正相关的假设。运用结构方程方法的模型发展策略,选取2009年A股非金融保险业上市公司为样本,对概念模型与实证数据进行契合,得到一个在统计上与样本数据能够良好适配的理论模型。通过对模型进行实证检验,证实了本文所提出的理论假设和概念模型的合理性。     

New CEO Openness to Change and Strategic Persistence: The Moderating Role of Industry Characteristics

Drawing on the upper echelons, managerial discretion and strategic contingency perspectives we examine the relationships between newly chosen CEOs' openness to change and firm strategic persistence in the post-succession phase. This study is different from prior studies on the consequences of CEO succession in that it focuses on specific characteristics of the new CEO (that reflect his/her knowledge-base and cognitive orientations) and the industry context rather than purely on the event of succession. Based on a sample of 132 successions in 118 firms in the US manufacturing sector, and after controlling for industry concentration, board power, firm size and pre-succession performance, we find a negative relationship between CEOs' openness to change and post-succession strategic persistence. Interestingly, our findings indicate that this relationship is moderated by industry characteristics in that the negative association between CEO openness to change and strategic persistence is significant in high-discretion but not in low-discretion industries. Contributions of the paper to the CEO succession and strategic change literatures along with the managerial implications of our findings are discussed in the concluding section of the paper.     

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.     

CEO health

Using comprehensive data on 28 cohorts in Sweden, we analyze CEO health and its determinants and outcomes. We find CEOs are in much better health than the population and on par with other high-skill professionals. These results apply in particular to mental health and to CEOs of larger companies. We explore three mechanisms that can account for CEOs’ robust health. First, we find health predicts appointment to a CEO position. Second, the CEO position has no discernible impact on the health of its holder. Third, poor health is associated with greater CEO turnover. Here, both contemporaneous health and health at the time of appointment matter. Poor CEO health also predicts poor firm outcomes. We find a statistically significant association between mental health and corporate performance for smaller-firm CEOs, for whom a one standard deviation deterioration in mental health translates into a performance reduction of 6% relative to the mean.     

Corporate Governance and Tobin's Q as a Measure of Organizational Performance

This empirical study examines the relationship between corporate governance and organizational performance (OP), measured using Tobin's Q (TQ) in the context of an emerging economy for which, as yet, only a handful of studies have been conducted. We employ a system generalized method of moments approach controlling for endogeneity and test it on a newly created dataset comprising 324 listed firms in Pakistan. We find that board size, number of board committees and ownership concentration are positively linked with high TQ ratio, whilst board independence and CEO duality display a negative relationship. In terms of moderating effects, we find that ownership concentration negatively moderates the relationship between board independence and OP, as well as that of CEO duality and OP. The relationship between the number of board committees and OP is positively moderated by ownership concentration. Our findings contribute towards a better articulation and application of a more concrete measure of OP ? that of the TQ ratio ? whilst, at the same time, testing the board composition–performance relationship in the context of an upcoming and increasingly important emerging market. Wider applicability of results and policy implications are discussed.     

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.