Co-opted Boards
- 1 January 2010
- preprint
- Published by Elsevier BV in SSRN Electronic Journal
Abstract
We argue that not all independent directors are equally effective in monitoring top management. Specifically, directors who are appointed by the CEO are likely to have stronger allegiance to the CEO and will be weaker monitors. To examine this hypothesis, we propose and empirically deploy two new measures of board composition. Co-option is the fraction of the board comprised of directors appointed after the sitting CEO assumed office. Consistent with Co-option serving to measure board capture, as Co-option increases board monitoring intensity decreases: turnover-performance sensitivity diminishes; pay level increases but without a commensurate increase in pay-performance sensitivity; and investment in hard assets increases. Further analysis suggests that even independent directors who are co-opted are less effective monitors. Non-Co-opted Independence –– the fraction of the board comprised of independent directors who were already on the board before the CEO assumed office –– has more explanatory power for monitoring effectiveness than the traditional measure of board independence.Keywords
This publication has 54 references indexed in Scilit:
- Performance-Vesting Provisions in Executive CompensationSSRN Electronic Journal, 2013
- Stock and Option Grants with Performance-based Vesting ProvisionsThe Review of Financial Studies, 2010
- The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and SurveyJournal of Economic Literature, 2010
- Women in the boardroom and their impact on governance and performance☆Journal of Financial Economics, 2009
- Enjoying the Quiet Life? Corporate Governance and Managerial PreferencesJournal of Political Economy, 2003
- Interaction terms in logit and probit modelsEconomics Letters, 2003
- The Other Side of the Trade‐Off: The Impact of Risk on Executive CompensationJournal of Political Economy, 1999
- CEO Contracting and Antitakeover AmendmentsThe Journal of Finance, 1997
- Outside directors and the adoption of poison pillsJournal of Financial Economics, 1994
- Stock-based incentive compensation and investment behaviorJournal of Accounting and Economics, 1993