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Article

Governance Through Ownership and Sustainable Corporate Governance  

Marc Goergen

Sustainable corporate governance has been defined as corporate governance that ensures corporations are run in such a way that they are sustainable over the long term. Note that for corporations to be sustainable in the long run, they need to ensure the preservation, as well as possibly the enhancement, of their ecosystem. This not only includes establishing and maintaining good relations with their shareholders and stakeholders but also preserving their environment. Here, the term environment should be understood as taking on a broader meaning. Indeed, corporations preserving their environment should not be reduced to mere environmentalism but they should also operate in harmony with the broader economic and social system. Put differently, sustainable corporate governance should also ensure that corporations are run in such a way to avoid future crises, such as the Great Recession. This would require a move away from business models that focus on short-term shareholder value while endangering the survival of the corporation over the long term. Whereas much of the existing literature suggests that corporations should merely maximize shareholder value and that a stakeholder approach will result in vague and often contradictory objectives for the management, long-term shareholder value creation is nevertheless compatible with the corporation looking after the interests of its immediate, as well as possibly more remote, stakeholders. Ultimately, sustainable business practices will not only benefit the corporation’s employees, customers, and the broader society but also its owners. The key question that arises is whether there is a link between various types of owners and sustainable corporate governance. A number of related questions emerge. What different types of owners are there and how influential are they in putting their stamp on how their investee firms are managed? Attempting to answer these questions requires revisiting the premise of the principal-agent theory that owners are typically disinterested from engaging with their investee firms. The main critique of this premise is that, even within the Anglo-Saxon corporate governance system, firms tend to have block holders, and there exist activist shareholders. Further, since the 1980s there has been an emergence—as well as an increase in the prevalence—of activist shareholders. Are some types of owners or shareholders more likely to enhance and maintain sustainability than others? A review of extant evidence on the effects of various types of shareholders on long-term financial and non-financial goals suggests the following. While some types of owners are found to promote and support sustainable corporate governance, the effect of other types is less clear or even negative. This difference in effects could be due to three reasons. First, context, including the national setting, is important. Second, some types of investors, such as sovereign wealth funds, show great diversity in their characteristics and objectives. Finally, the goalposts are shifting with an increasing number of investors embracing corporate social responsibility and environmental, social, and governance issues. Importantly, given the increasingly visible consequences of global warming and societal unrest caused by a worsening of wealth inequality, the transition to a more sustainable society should not merely be the responsibility of corporate owners. Others, including corporate executives and business schools, are key to achieving this transition.

Article

A Multilevel Perspective on Corporate Governance: Firm, Industry, and Macro Environments  

Alessandro Zattoni and Hans van Ees

At the beginning of the 20th century, the publication of The Modern Corporation and Private Property opened the debate about the potential negative consequences associated with ownership dispersion. Since then, governance scholars aimed at understanding which corporate governance mechanisms could help companies both to prevent the agency problems connected with managerial opportunism, and to improve the strategic decision-making at the top of the firm. These early studies were mostly (or almost only) focused on the corporate governance of widely held companies listed in Anglo-American countries, thus neglecting for a long time the investigation of governance issues and mechanisms in other geographical settings. In addition, the main objective of these studies was to identify universal best practices (like an independent board, the separation of the CEO and Chair positions, or the use of high-powered incentives) that could address the agency problems of large listed companies. An implicit assumption in this stream of research was that firm-level agency problems do not vary across industry and macro environments, i.e., industry- and macro-environmental variables cannot either aggravate or attenuate agency problems. This long-standing tradition has been increasingly criticized by scholars arguing that industry- or macro-environmental variables could directly (or indirectly through their influence on governance mechanisms) affect corporate governance problems. Based on this idea, they started to develop sound theoretical models and to adopt rigorous empirical research methods in order to investigate if and how the characteristics of industry and macro environments could address firm-level agency problems. A first stream of studies argued and empirically analyzed whether some industry conditions (e.g., high competitiveness) could attenuate managerial discretion and, thus, partly solve firm-level agency problems. A second stream of research argued and empirically tested whether, instead, the high quality of the macro environment (e.g., the national or supranational level of investor protection, transparency, or rules enforcement) could directly address corporate governance problems, with beneficial effects on firm performance. More recently, scholars started to develop a multilevel investigation of corporate governance problems and mechanisms by including firm-, industry- and macro-environmental variables in their theoretical frameworks. In particular, through building new theoretical frameworks (e.g., based on the resource dependence or the institutional theory) and profiting from the development of new statistical techniques (like the multilevel statistical analysis or the fuzzy-set qualitative comparative analysis), scholars increasingly explored if and how the interaction among firm-level governance mechanisms and industry- and/or macro-environmental variables could address agency problems and produce positive consequences on firm long-term results. This new research stream suggests that the industry and macro environments affect the effectiveness of governance mechanisms and processes, and so represents boundary conditions that limit the generalizability of our research findings outside a specific context. In this way, they invite governance scholars either to contextualize their theories and results about firm-level governance mechanisms within a specific industry and macro context, or to explore the potential influence of one or more contextual variables (e.g., at the industry, country, or supranational level). Thanks to the results of this new stream of research, scholars and practitioners have been able to develop a richer and more contextual understanding of both (a) the relationships among corporate governance mechanisms and industry- and/or macro-environmental conditions, and (b) their direct and indirect impact on various company results.

Article

The Role of the Media in Corporate Governance  

Michael K. Bednar

Corporate governance scholars have long been interested in understanding the mechanisms through which firms and their leaders are held accountable for their actions. Recently, there has been increased interest in viewing the media as a type of corporate governance mechanism. Because the media makes evaluations of firms and leaders, and can broadcast information to a wide audience, it has the potential to influence the reputation of firms and firm leaders in both positive and negative ways and thereby play a role in corporate governance. The media can play a governance role and even influence firm outcomes by simply reporting about firm actions, giving stakeholders a larger voice with which to exert influence, and through independent investigation. However, despite the potential for the media to play a significant governance role, several barriers limit its effectiveness in this capacity. For example, media outlets have their own set of interests that they must strive to fulfill, and journalists often succumb to several cognitive biases that could limit their ability to successfully hold leaders accountable. While significant progress has been made in understanding the governance role of the media, future research is needed to better understand the specific conditions in which the media is effective in this role. Understanding how social media is changing the nature of journalism is just one example of the many exciting avenues for future research in this area.

Article

Corporate Governance and Enterprise Governance  

Brett McDonnell

Corporate governance includes legal, contractual, and market mechanisms that structure decision-making within business corporations. Most attention has focused on corporate governance in large U.S. public corporations with dispersed shareholding. The separation of ownership from control in those corporations creates a unique problem, as shareholders typically have weak individual incentive to monitor managers. Mechanisms that have been developed to address this agency problem include independent directors, fiduciary duty, securities law disclosure, executive compensation, various professional gatekeepers, the market for corporate control, and shareholder activism. In most countries outside the United States, there are few companies with dispersed shareholding. Instead, most companies have a controlling shareholder or group. These companies face a different agency problem, the possibility that controlling shareholders may use their power to gain at the expense of minority shareholders. Enterprise governance refers to mechanisms aimed at related agency problems that occur in closely held companies without publicly traded equity interests. Here too the agency problem typically encountered is the potential conflict between controllers and minority investors, with the added twist that share illiquidity removes an important protection for the minority. Closely held companies have adopted a variety of contractual mechanisms to address these concerns. Other than the important but special cases of venture capital and private equity fund investments, there is less empirical evidence on governance in closely held companies because information is generally much harder to find.

Article

Constructs and Measures in Stakeholder Management Research  

James Mattingly and Nicholas Bailey

Stakeholder strategies, or firms’ approaches to stakeholder management, may have a significant impact on firms’ long-term prosperity and, thereby, on their life chances, as established in the stakeholder view of the firm. A systematic literature review surveyed the contemporary body of quantitative empirical research that has examined firm-level activities relevant to stakeholder management, corporate social responsibility, and corporate social performance, because these three constructs are often conflated in literature. A search uncovered 99 articles published in 22 journals during the 10-year period from 2010 to 2019. Most studies employed databases reporting environmental, social, and governance (ESG) ratings, originally created for use in socially responsible investing and corporate risk assessment, but others employed content analysis of texts and primary surveys. Examination revealed a key difference in the scoring of data, in that some studies aggregated numerous indicators into a single composite index to indicate levels of stakeholder management, and other studies scored more articulated constructs. Articulated constructs provided richer observations, including governance and structural arrangements most likely to provide both stakeholder benefits and protections. Also observed were constraining influences of managerial and market myopia, sustaining influences from resilience and complexity frameworks, and recognition that contextual variables are contingencies having impact in recognizing the efficacy of stakeholder management strategies.

Article

Governance of Financial Institutions  

Guler Aras

Corporate governance is a central issue in business and economics. However, governance in financial institutions is more complicated than in other fields because of the nature of financial services and instruments. Financial organizations are similar to other businesses in terms of their purposes of establishment, but confidence in management and complex risk structures are more important in financial organizations than in other businesses. In financial institutions, there are various areas in which problems arise that are related to corporate governance, including the agency problem and stakeholder protection. The importance of good governance for sound performance of financial institutions was reconfirmed during the 2008 financial crisis, raising the need to understand the agency problems and the efficiency of various corporate governance mechanisms in mitigating them. International organizations, such as the Organisation for Economic Co-operation and Development, the Basel Committee, the International Finance Corporation, and the International Organization of Securities Commissions, have been working with regulators and policy makers to improve corporate governance practices both in nonfinancial and financial institutions. Corporate governance, especially in financial institutions, is essential in guaranteeing a sound financial system, capital markets, and sustainable economic growth. Governance weaknesses at financial institutions can result in the transmission of problems across the finance sector and the economy. Consequently, the effectiveness of governance mechanisms of financial institutions and capital markets after financial crises had significant importance in a period that witnessed an intensive discussion of corporate governance issues with new regulations and the related academic works.

Article

Corporate Boards and Performance  

Jill Brown

In a new era of corporate governance defined by increasing shareholder empowerment, scrutiny from external stakeholders, and governance failures, there has been a movement toward redefining corporate governance models and the roles of boards. As a result, researchers and practitioners are left wondering what it means to be an effective board, and how a board can operate in the best interests of a firm’s stakeholders in this current environment. Exploring the expanded roles and demands of directors grounded in shareholder and director primacy debates, as well as reviewing theories and contingencies that link corporate boards to task, group, firm, and enterprise-level outcomes, a research agenda is identified that might better identify the parameters of board effectiveness.

Article

Paradox Theory and Corporate Governance: A Systems Perspective  

Timothy J. Hargrave

Stakeholder-shareholder contradictions experienced by managers are embedded in complex corporate governance systems that are composed of firm-level corporate governance bundles as well as higher-level institutional arrangements. This is known as the paradox perspective. This relationship is also knotted with other contradictions. To effectively manage stakeholder-shareholder contradictions, boards should seek to create and maintain a balance of power between stakeholders’ and shareholders’ interests within the totality of the corporate governance system, and not just within the governance bundle. To do so, they must design firm-level governance bundles to complement existing institutional arrangements. Because stakeholder-shareholder contradictions are highly complex, boards should govern them by establishing “learning spiral” processes in which they experiment and use trial-and-error learning to progressively adjust the governance bundle. While learning spiral processes will tend to involve learning by testing and produce incremental changes in governance bundles, exogenous shocks and changes to the distribution of power within the board can result in learning by discovery and more significant changes in governance arrangements. Firm-level mechanisms that provide managers discretion while also holding them accountable for achieving particular outcomes are more likely to stimulate learning spirals than are policies that prescribe particular structures, processes, or practices. So, too, government policies that combine discretion with accountability will be more effective than more prescriptive policies. Finally, paradox research suggests that boards under pressure to prioritize one pole of the contradiction (either stakeholders’ or shareholders’ interests) over the other rather than maintaining a continuous balance between the two poles can do so—as long as they employ deliberative spaces to engage in learning spiral processes that restore dynamic equilibrium in the long term.

Article

Business Groups as an Organizational Model  

Asli M. Colpan and Alvaro Cuervo-Cazurra

Business groups are an organizational model in which collections of legally independent firms bounded together with formal and informal ties use collaborative arrangements to enhance their collective welfare. Among the different varieties of business groups, diversified business groups that exhibit unrelated product diversification under central control, and often containing chains of publicly listed firms, are the most-studied type in the management literature. The reason is that they challenge two traditionally held assumptions. First, broad and especially unrelated diversification have a negative impact on performance, and thus business groups should focus on a narrow scope of related businesses. Second, such diversification is only sustainable in emerging economies in which market and institutional underdevelopment are more common and where business groups can provide a solution to such imperfections. However, a historical perspective indicates that diversified business groups are a long-lived organizational model and are present in emerging and advanced economies, illustrating how business groups adapt to different market and institutional settings. This evolutionary approach also highlights the importance of going beyond diversification when studying business groups and redirecting studies toward the evolution of the group structure, their internal administrative mechanisms, and other strategic actions beyond diversification such as internationalization.

Article

Governance by Persuasion: Hedge Fund Activism and Market-Based Shareholder Influence  

Alon Brav, Wei Jiang, and Rongchen Li

Hedge fund activism refers to the phenomenon where hedge fund investors acquire a strict minority block of shares in a target firm and then attempt to pressure management for changes in corporate policies and governance with the aim to improve firm performance. This study provides an updated empirical analysis as well as a comprehensive survey of the academic finance research on hedge fund activism. Beginning in the early 1990s, shareholder engagement by activist hedge funds has evolved to become both an investment strategy and a remedy for poor corporate governance. Hedge funds represent a group of highly incentivized, value-driven investors who are relatively free from regulatory and structural barriers that have constrained the monitoring by other external investors. While traditional institutional investors have taken actions ex-post to preserve value or contain observed damage (such as taking the “Wall Street Walk”), hedge fund activists target underperforming firms in order to unlock value and profit from the improvement. Activist hedge funds also differ from corporate raiders that operated in the 1980s, as they tend to accumulate minority equity stakes and do not seek direct control. As a result, activists must win support from fellow shareholders via persuasion and influence, representing a hybrid internal-external role in a middle-ground form of corporate governance. Research on hedge fund activism centers on how it impacts the target company, its shareholders, other stakeholders, and the capital market as a whole. Opponents of hedge fund activism argue that activists focus narrowly on short-term financial performance, and such “short-termism” may be detrimental to the long-run value of target companies. The empirical evidence, however, supports the conclusion that interventions by activist hedge funds lead to improvements in target firms, on average, in terms of both short-term metrics, such as stock value appreciation, and long-term performance, including productivity, innovation, and governance. Overall, the evidence from the full body of the literature generally supports the view that hedge fund activism constitutes an important venue of corporate governance that is both influence-based and market-driven, placing activist hedge funds in a unique position to reduce the agency costs associated with the separation of ownership and control.

Article

The Rise and Fall of “Shareholder Supremacy”: A Business History Perspective  

Steven Toms

With shareholder supremacy, the board is accountable to all shareholders, including minorities, enforced by restrictions on managerial opportunism. The market for corporate control and scrutiny of diversified institutional investors provide the mechanisms for disciplining managers to act in shareholders’ interests. Along with legal protections for minorities, these mechanisms ensure the supremacy of shareholders as a stakeholder group. Shareholder value maximization, as a theory and a set of financial techniques, provides quantitative outputs that drive managerial behavior. From a historical perspective, shareholder supremacy is a late twentieth-century phenomenon according to these definitional characteristics. History also reveals that shareholders have exercised dominance in other ways and that their power as a stakeholder group has waxed and waned over time as the governance role of investors has changed. Shareholder supremacy can be asserted in a number of ways. Shareholder activism and transparent structures of accountability are sufficient conditions in some circumstances. The suitability of this model is dependent on market structure and favored where there are local monopolies or businesses that have a narrow scope of activities. Alternatively, shareholders as active institutional investors can play a dominant role utilizing the market for corporate control. Collaboration with board insiders committed to expansion by takeover and merger is crucial to the success of this model. Finally, and most recently, the complementary presence of the market for corporate control, diversified institutional investors, and minority protection underpins present-day shareholder supremacy. In this model, the use of a common valuation technique is crucial. History reveals differing routes to shareholder supremacy, which have followed from developments in the institutional structure of regulation and changes in shareholding patterns.

Article

Mergers and Acquisitions: Long-Run Performance and Success Factors  

Luc Renneboog and Cara Vansteenkiste

Despite the aggregate value of M&A market transactions amounting to several trillions dollars on an annual basis, acquiring firms often underperform relative to non-acquiring firms, especially in public takeovers. Although hundreds of academic studies have investigated the deal- and firm-level factors associated with M&A announcement returns, many factors that increase M&A performance in the short run fail to relate to sustained long-run returns. In order to understand value creation in M&As, it is key to identify the firm and deal characteristics that can reliably predict long-run performance. Broadly speaking, long-run underperformance in M&A deals results from poor acquirer governance (reflected by CEO overconfidence and a lack of (institutional) shareholder monitoring) as well as from poor merger execution and integration (as captured by the degree of acquirer-target relatedness in the post-merger integration process). Although many more dimensions affect immediate deal transaction success, their effect on long-run performance is non-existent, or mixed at best.

Article

Behavioral Corporate Finance: The Life Cycle of a CEO Career  

Marius Guenzel and Ulrike Malmendier

One of the fastest-growing areas of finance research is the study of managerial biases and their implications for firm outcomes. Since the mid-2000s, this strand of behavioral corporate finance has provided theoretical and empirical evidence on the influence of biases in the corporate realm, such as overconfidence, experience effects, and the sunk-cost fallacy. The field has been a leading force in dismantling the argument that traditional economic mechanisms—selection, learning, and market discipline—would suffice to uphold the rational-manager paradigm. Instead, the evidence reveals that behavioral forces exert a significant influence at every stage of a chief executive officer’s (CEO’s) career. First, at the appointment stage, selection does not impede the promotion of behavioral managers. Instead, competitive environments oftentimes promote their advancement, even under value-maximizing selection mechanisms. Second, while at the helm of the company, learning opportunities are limited, since many managerial decisions occur at low frequency, and their causal effects are clouded by self-attribution bias and difficult to disentangle from those of concurrent events. Third, at the dismissal stage, market discipline does not ensure the firing of biased decision-makers as board members themselves are subject to biases in their evaluation of CEOs. By documenting how biases affect even the most educated and influential decision-makers, such as CEOs, the field has generated important insights into the hard-wiring of biases. Biases do not simply stem from a lack of education, nor are they restricted to low-ability agents. Instead, biases are significant elements of human decision-making at the highest levels of organizations. An important question for future research is how to limit, in each CEO career phase, the adverse effects of managerial biases. Potential approaches include refining selection mechanisms, designing and implementing corporate repairs, and reshaping corporate governance to account not only for incentive misalignments, but also for biased decision-making.

Article

Corporate Ethics  

Thomas Donaldson and Diana C. Robertson

Serious research into corporate ethics is nearly half a century old. Two approaches have dominated research; one is normative, the other empirical. The former, the normative approach, develops theories and norms that are prescriptive, that is, ones that are designed to guide corporate behavior. The latter, the empirical approach, investigates the character and causes of corporate behavior by examining corporate governance structures, policies, corporate relationships, and managerial behavior with the aim of explaining and predicting corporate behavior. Normative research has been led by scholars in the fields of moral philosophy, theology and legal theory. Empirical research has been led by scholars in the fields of sociology, psychology, economics, marketing, finance, and management. While utilizing distinct methods, the two approaches are symbiotic. Ethical and legal theory are irrelevant without factual context. Similarly, empirical theories are sterile unless translated into corporate guidance. The following description of the history of research in corporate ethics demonstrates that normative research methods are indispensable tools for empirical inquiry, even as empirical methods are indispensable tools for normative inquiry.

Article

Board Interlocks and Diversification Strategies  

Christine Shropshire

The board of directors serves multiple corporate governance functions, including monitoring management, providing oversight on strategic issues, and linking the organization to the broader external environment. Researchers have become increasingly interested in board interlocks and how content transmitted via these linkages shapes firm outcomes, such as corporate structure and strategies. As influential mechanisms to manage environmental uncertainty and facilitate information exchange, Board interlocks are created by directors who are affiliated with more than one firm via employment or board service and allow the board to capture a diversity of strategic experiences. One critical corporate decision that may be influenced by interlocks and strategic diffusion is diversification (i.e., in which products and markets to compete). Directors draw on their own experiences with diversification strategies at other firms to help guide and manage ongoing strategic decision-making. There is broad scholarship on interlocks and the individuals who create them, with extant research reporting that some firms are more likely to imitate or learn from their interlock partners than others. Prior findings suggest that the conditions under which information is transmitted via interlock, such as an individual director’s experience with diversification strategies at other firms, may make that information more influential to the focal firm’s own strategic decision-making related to diversification. A more holistic framework captures factors related to the individual interlocking director, the board and firm overall and the context surrounding these linkages and relationships, helping to promote future research. Understanding the social context surrounding board interlocks offers opportunities to more deeply examine how these interconnections serve in pursuit of the board’s fundamental purpose of protecting shareholder investment from managerial self-interest. Overall, integrating multi-level factors will offer new insights into the influence of board interlocks on firm strategies on both sides of the partnership. Expanding knowledge of how inter-firm linkages transmit knowledge influential to board decision-making can also improve our understanding of board effectiveness and corporate governance.

Article

An Institutional Perspective on Corporate Governance  

Ilir Haxhi

Concerned with the structure of rights and responsibilities among corporate actors, corporate governance focuses primarily on the monitoring of executive boards, the protection of minority shareholders, corporate reporting and disclosure, and the improvement of employee participation in the corporate decision-making process. An institutional theory–driven approach helps position corporate governance as a social construct that reflects formal institutional rules as well as the informal practices that prevail when formal rules are absent, weak, or ambiguously defined. The institutional context thus constitutes a framework for corporate governance that captures not only the internal structures of corporations but also the institutional arrangements and national business systems in which these corporations are embedded. The actor-centered institutional perspective provides a comprehensive, in-depth, and nuanced picture not only of current governance structures but also of the characteristics and practices that prevail within and across different corporate governance models. Overall, adopting an institutional perspective underscores the importance of recognizing that corporate governance at the national level remains a key unit of analysis for explaining its diversity because it highlights the role of national institutions and their powerful institutional actors.

Article

The Governance Roles of Private Equity  

Sophie Manigart, Miguel Meuleman, and Tom Beernaert

Private equity (PE) investors enhance the governance of portfolio companies by installing high-powered boards, structuring the senior management team, installing reward and performance management systems, and advising the portfolio company. The aim is to reduce agency risks and to increase shareholder value. A growing body of literature investigates the real effects of PE buyouts on their portfolio companies. Empirical evidence suggest that PE buyouts do not consider efficiency improvements as their main value-creating strategy, but PE enhances growth rather than efficiency. Researchers’ understanding of PE’s entrepreneurial growth approach to increase shareholder value is limited to date, although it is known that PE portfolio companies are active innovators and that PE portfolio companies extensively engage in acquisitive growth. Financial performance of PE investors can also be driven by transferring value from other stakeholders to the portfolio company after buyout. Does PE buyout’s shareholder value creation come at the expense of other stakeholders, such as employees or customers, or do they also benefit? PE’s impact on employment and wages in portfolio companies has received considerable attention. The effect depends on the institutional setting and macroeconomic conditions and differs across PE groups and by type of buyout. PE buyouts do improve employees’ safety, well-being, and human capital. Research on the impact of PE on stakeholders other than employees is limited. Industry-specific studies uncovered fine-grained actions and mainly negative effects on various stakeholders beyond shareholders and employees. This highlights the tension between enhancing shareholder value at the expense of stakeholder value. Given the continuous development of practices in the PE industry, the governance roles of PE will remain a fertile ground for academic research.

Article

Familization of Lone-Founder Firms: Highlights from Asian Firms  

Yijie Min, Yanlong Zhang, and Sun Hyun Park

Family firms can either be “born” or “made.” Although previous studies suggest that most of the family firms in the US context are “born,” family firms can be “made” by the founder’s decision to invite family members to the management. We conceptualize this process of family firm emergence as familization, during which lone-founders’ family influence increases as more family members are appointed to director and/or executive positions. Transition from lone-founder-control to family-control is often accompanied by significant changes in governance structure, strategic decisions, and firm performance. This work documents the pervasiveness and heterogeneity of the familization process and proposes an analytical framework covering four research areas associated with the phenomenon: the antecedents that motivate founders to choose the familization path, the familization process involving internal and external firm constituents, the consequences of familization decision, and the potential moderators of the familization impact. To better understand these theoretical perspectives, an explorative empirical investigation is conducted based on a sample of Chinese-listed firms that experienced familization. Familization cases in other Asian emerging economies were also discussed in comparison with the family firms in Western economies.

Article

External Corporate Governance Mechanisms: Linking Forces to Behaviors  

G. Tyge Payne and Curt Moore

Corporate governance research has a long and varied history, having evolved from a broad number of scholarly disciplines, including sociology, law, finance, and management. Across these various disciplines, it is maintained that governance is essential to corporate success, as it provides strategic and ethical guidance to the company. While research has largely focused on internal mechanisms through which governance is enacted (such as ownership arrangements, board structures, managerial rewards and incentives, etc.), external forces and mechanisms are increasingly important to modern businesses. External corporate governance mechanisms emanate from outside the organization and support forces that promote governance structures, processes, and practices by top executives and board directors. Institutions, industries, markets, networks, and strong individual external stakeholders all work to influence corporate governance decisions and behaviors both directly and indirectly. The external forces induce mechanisms that influence desirable behaviors or intervene when internal mechanisms are compromised or ineffective. Recent literature on external governance mechanisms can help scholars and practitioners develop a better understanding of this important area of inquiry, and future research should consider three broad suggestions to move the field forward: differentiating between forces and mechanisms; recognizing unique stakeholders, boundaries, and levels of analysis; and improving empirical designs to better recognize and understand what factors matter in instituting governance adjustments and behavior changes.

Article

The Role of Board Leadership Structure in Firm Governance  

Danuse Bement and Ryan Krause

Boards of directors are governing bodies that reside at the apex of the modern corporation. Boards monitor the behavior of firm management, provide managers access to knowledge, expertise, and external networks, and serve as advisors and sounding boards for the CEO. Board attributes such as board size and independence, director demographics, and firm ownership have all been studied as antecedents of effective board functioning and, ultimately, firm performance. Steady progress has been made toward understanding how boards influence firm outcomes, but several key questions about board leadership structure remain unresolved. Research on board leadership structure encompasses the study of board chairs, lead independent directors, and board committees. Board chair research indicates that when held by competent individuals, this key leadership position has the potential to contribute to efficient board functioning and firm performance. Researchers have found conflicting evidence regarding CEO duality, the practice of the CEO also serving as the board chair. The effect of this phenomenon—once ubiquitous among U.S. boards—ranges widely based on circumstances such as board independence, CEO power, and/or environmental conditions. Progressively, however, potential negative consequences of CEO duality proposed by agency theory appear to be counterbalanced by other governance mechanisms and regulatory changes. A popular mechanism for a compromise between the benefits of CEO duality and independent monitoring is to establish the role of a lead independent director. Although research on this role is in its early stage, results suggest that when implemented properly, the lead independent director can aid board monitoring without adding confusion to a unified chain of command. Board oversight committees, another key board leadership mechanism, improve directors’ access to information, enhance decision-making quality by allowing directors to focus on specialized topics outside of board meetings, and increase the speed of response to critical matters. Future research on the governance roles of boards, leadership configurations, and board committees is likely to explore theories beyond agency and resource dependence, as well as rely less on collecting archival data and more on finding creative ways to access rarely examined board interactions, such as board and committee meetings and executive sessions.