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In Defense of Boards

Author

Listed:
  • Silvia Dominguez‐Martinez
  • Otto H. Swank
  • Bauke Visser

Abstract

It is often assumed that bad corporate performance means a bad CEO. The task of a board of directors is then simple: dismiss the executive. If it fails to do so, the board is said to be indolent. We take a kinder approach to observed board behavior and point to the problems even well‐intended boards would encounter. They face the twin task of disciplining and screening executives. We analyze the nature of the retention contract a board uses to discipline and screen executives. Consistent with empirical observation, we find that executives may become overly active to show their credentials, and that the link between bad performance and dismissal is weak.

Suggested Citation

  • Silvia Dominguez‐Martinez & Otto H. Swank & Bauke Visser, 2008. "In Defense of Boards," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 17(3), pages 667-682, September.
    • Handle: RePEc:bla:jemstr:v:17:y:2008:i:3:p:667-682
    DOI: 10.1111/j.1530-9134.2008.00190.x
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    References listed on IDEAS

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    1. Ingolf Dittmann & Ernst Maug, 2007. "Lower Salaries and No Options? On the Optimal Structure of Executive Pay," Journal of Finance, American Finance Association, vol. 62(1), pages 303-343, February.
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    Cited by:

    1. Jiao Ji & Oleksandr Talavera & Shuxing Yin, 2020. "Frequencies of board meetings on various topics and corporate governance: evidence from China," Review of Quantitative Finance and Accounting, Springer, vol. 54(1), pages 69-110, January.
    2. Balsam, Steven & Puthenpurackal, John & Upadhyay, Arun, 2021. "Corporate opacity and effectiveness of independent female directors," Journal of Corporate Finance, Elsevier, vol. 69(C).
    3. Jannine Poletti‐Hughes & Beatriz Martínez Garcia, 2022. "Leverage in family firms: The moderating role of female directors and board quality," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 27(1), pages 207-223, January.
    4. Annalisa Luporini & Clara Graziano, 2010. "Optimal Delegation when the Large Shareholder has Multiple Tasks," Working Papers - Economics wp2010_05.rdf, Universita' degli Studi di Firenze, Dipartimento di Scienze per l'Economia e l'Impresa.
    5. George-Levi Gayle & Limor Golan & Robert A. Miller, 2015. "Interlocked Executives and Insider Board Members: An Empirical Analysis," Working Papers 2015-40, Federal Reserve Bank of St. Louis.
    6. Cyrus Aghamolla & Tadashi Hashimoto, 2021. "Aggressive Boards and CEO Turnover," Journal of Accounting Research, Wiley Blackwell, vol. 59(2), pages 437-486, May.
    7. Schwartz-Ziv, Miriam & Weisbach, Michael S., 2013. "What do boards really do? Evidence from minutes of board meetings☆☆Miriam Schwartz-Ziv is from Harvard University and Northeastern University, e-mail: miriam.schwartz@mail.huji.ac.il. Michael S. Weisb," Journal of Financial Economics, Elsevier, vol. 108(2), pages 349-366.
    8. FU, Qiang & LI, Ming, 2010. "Policy Making with Reputation Concerns," Cahiers de recherche 09-2010, Centre interuniversitaire de recherche en économie quantitative, CIREQ.
    9. Zhu, JianJun (John) & Tse, Caleb H. & Li, Xu, 2019. "Unfolding China’s state-owned corporate empires and mitigating agency hazards: Effects of foreign investments and innovativeness," Journal of World Business, Elsevier, vol. 54(3), pages 191-212.

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