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Über dieses Buch

Corporate governance, a subject that a few decades ago escaped the attention of all but a handful of academics and shareholders, has gradually become a central concern worldwide. This book contributes to the existing literature on the structure and effectiveness of corporate boards. It comprises three topics that address distinct research questions on board structure, the deployment of board resources to monitoring and advisory duties, and the use of equity-based incentives in the compensation packages of directors. Firstly, the book provides strong new evidence on the importance of corporate board functions in value creation. Secondly, it provides some evidence of the potential conflict between the two primary functions of corporate boards. The results indicate that while the board’s advising quality weakens when the board is principally devoted to monitoring duties, the presence of advisory directors on the board does not have any impact on the effectiveness of board oversight, which offers a more complete view on the tradeoffs between the board’s two major functions. Finally, the results suggest that the closer directors' compensation is tied to the firm's stock, the more consistent corporate acquisition decisions are with shareholder interests.

Inhaltsverzeichnis

Frontmatter

Chapter 1. The Impact of Corporate Board Characteristics on Firm Value: A Literature Survey

Abstract
This chapter provides a review of theoretical and empirical studies that analyze the effects of board characteristics on firm performance. It serves the purpose of demonstrating different approaches to studying corporate board characteristics as well as the importance of examining these characteristics, namely, board size, board independence, board leadership, gender diversity, board busyness and staggered boards.
Ismail Lahlou

Chapter 2. Determinants of Board Size, Composition and Leadership

Abstract
Using a 14-year panel data set on the Standard and Poor’s 1500 firms, this chapter examines the trends and determinants of corporate board structure (Board size, independence and CEO duality). Our hypotheses lead to predictions that firm complexity and advising requirements, the costs of monitoring and advising, ownership structure and CEO characteristics are important determinants of board structure. Our findings provide strong empirical evidence in support of these hypotheses. We also find some evidence that the Sarbanes–Oxley Act has had an impact on board structure and its determinants.
Ismail Lahlou

Chapter 3. The Monitoring and Advisory Functions of Corporate Boards

Abstract
The main objective of this chapter is to investigate the effects of advisory directors’ presence on the board’s overall effectiveness in value creation. To achieve this purpose, we first explore the channels through which this advisory measure influences firm value. Thus, the results suggest that the presence of at least one independent director principally committed to advising duties on the board leads to an increase in corporate innovation and a better acquisition performance. We then examine the effect of this measure on firm value. Our findings highlight that the presence of advisory directors on the board is associated with a significant increase in firm value, especially for highly innovative firms and those with high advising needs and less powerful CEOs.
Ismail Lahlou

Chapter 4. Director Compensation Incentives and Acquisition Outcomes

Abstract
The principal objective of this chapter is to investigate the relation between director compensation structure and shareholder interests in the context of acquisitions. Our evidence suggests that acquirer firms that compensate their directors with a higher proportion of incentive-based compensation have significantly higher stock returns around the announcement. An increase in director equity-based pay results in a lower probability of value-destroying acquisitions and a lower acquisition premium for targets. We further find that acquirers with higher equity-based pay exhibit greater improvements in stock price and operating performance following acquisitions.
Ismail Lahlou

Backmatter

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