WHO SHALL GOVERN - CEO/BOARD POWER, DEMOGRAPHIC SIMILARITY, AND NEW DIRECTOR SELECTION
- 28 February 1995
- journal article
- research article
- Published by JSTOR in Administrative Science Quarterly
- Vol. 40 (1), 60-83
- https://doi.org/10.2307/2393700
Abstract
This study examines CEO influence in the board of director selection process and the theoretical mechanism by which CEO influence is presumed to affect subsequent board decision making on CEO compensation. We address both of these issues by linking political and social psychological perspectives on organizational governance. We propose that powerful CEOs seek to appoint new board members who are demographically similar, and therefore more sympathetic, to them, Using a longitudinal research design and data on 413 Fortune/Forbes 500 companies from 1986 to 1991, we examine whether increased demographic similarity affects board decision making with respect to CEO compensation contracts. The results show that (1) when incumbent CEOs are more powerful than their boards of directors, new directors are likely to be demographically similar to the firm's CEO; (2) when boards are more powerful than their CEOs, new directors resemble the existing board; and (3) greater demographic similarity between the CEO and the board is likely to result in more generous CEO compensation contracts. We discuss the implications of the strong effect of demographic similarity for corporate control issues.This publication has 27 references indexed in Scilit:
- Managerial Incentives, Monitoring, and Risk Bearing: A Study of Executive Compensation, Ownership, and Board Structure in Initial Public OfferingsAdministrative Science Quarterly, 1994
- AGENTS WITHOUT PRINCIPLES - THE SPREAD OF THE POISON PILL THROUGH THE INTERCORPORATE NETWORKAdministrative Science Quarterly, 1991
- Strategic decision models: Integrating different perspectivesStrategic Management Journal, 1991
- The Changing of the Guard: Turnover and Structural Change in the Top-Management PositionsAdministrative Science Quarterly, 1988
- Intergroup behaviour, self‐stereotyping and the salience of social categoriesBritish Journal of Social Psychology, 1987
- Greenmail: A Study of Board Performance in Corporate GovernanceAdministrative Science Quarterly, 1987
- The Intraorganizational Power Struggle: Rise of Finance Personnel to Top Leadership in Large Corporations, 1919-1979American Sociological Review, 1987
- Pathways to Top Corporate ManagementAmerican Sociological Review, 1986
- Upper Echelons: The Organization as a Reflection of Its Top ManagersAcademy of Management Review, 1984
- Explaining Organizational Behavior.Administrative Science Quarterly, 1983