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Do Director Elections Matter?

Author

Listed:
  • Vyacheslav Fos
  • Kai Li
  • Margarita Tsoutsoura

Abstract

Using a hand-collected sample of election nominations for more than 30,000 directors over the period 2001–2010, we construct a novel measure of director proximity to elections called Years-to-election. We find that the closer directors of a board are to their next elections, the higher CEO turnover-performance sensitivity is. A series of tests, including one that exploits variation in Years-to-election that comes from other boards, supports a causal interpretation. Further analyses show that other governance mechanisms do not drive the relation between board Years-to-election and CEO turnover-performance sensitivity. We conclude that director elections have important implications for corporate governance. Received March 10, 2016; editorial decision May 19, 2017 by Editor Itay Goldstein.

Suggested Citation

  • Vyacheslav Fos & Kai Li & Margarita Tsoutsoura, 2018. "Do Director Elections Matter?," The Review of Financial Studies, Society for Financial Studies, vol. 31(4), pages 1499-1531.
    • Handle: RePEc:oup:rfinst:v:31:y:2018:i:4:p:1499-1531.
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    File URL: http://hdl.handle.net/10.1093/rfs/hhx078
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    Cited by:

    1. Aggarwal, Reena & Dahiya, Sandeep & Prabhala, Nagpurnanand R., 2019. "The power of shareholder votes: Evidence from uncontested director elections," Journal of Financial Economics, Elsevier, vol. 133(1), pages 134-153.
    2. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Dimitrios Xefteris, 2021. "Voting Rights, Agenda Control and Information Aggregation," NBER Working Papers 29005, National Bureau of Economic Research, Inc.
    3. Vafeas, Nikos & Vlittis, Adamos, 2019. "Board executive committees, board decisions, and firm value," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 43-63.
    4. Artiga González, Tanja & Calluzzo, Paul & Granic, Georg D., 2023. "Ballot order effects in independent director elections," Journal of Behavioral and Experimental Finance, Elsevier, vol. 39(C).
    5. Donaldson, Jason & Piacentino, Giorgia & Malenko, Nadya, 2017. "Deadlock on the Board," CEPR Discussion Papers 12503, C.E.P.R. Discussion Papers.
    6. Marina Gertsberg & Johanna Mollerstrom & Michaela Pagel, 2021. "Gender Quotas and Support for Women in Board Elections," NBER Working Papers 28463, National Bureau of Economic Research, Inc.
    7. Pablo Ruiz‐Verdú & Ravi Singh, 2021. "Public Thrift, Private Perks: Signaling Board Independence with Executive Pay," Journal of Finance, American Finance Association, vol. 76(2), pages 845-891, April.
    8. Calluzzo, Paul & Kedia, Simi, 2019. "Mutual fund board connections and proxy voting," Journal of Financial Economics, Elsevier, vol. 134(3), pages 669-688.
    9. Vávra, Jan & Duží, Barbora & Lapka, Miloslav & Cudlínová, Eva & Rikoon, J. Sanford, 2019. "Socio-economic context of soil erosion: A comparative local stakeholders’ case study from traditional agricultural region in the Czech Republic," Land Use Policy, Elsevier, vol. 84(C), pages 127-137.
    10. Wang, Xianjue, 2021. "Disclosure by firms under voting pressure," International Review of Financial Analysis, Elsevier, vol. 78(C).
    11. Wang, Xianjue, 2022. "Disloyal managers and proxy voting," Finance Research Letters, Elsevier, vol. 44(C).
    12. Peter Iliev & Jonathan Kalodimos & Michelle Lowry, 2021. "Investors’ Attention to Corporate Governance [The “Wall Street Walk” and shareholder activism: Exit as a form of voice]," The Review of Financial Studies, Society for Financial Studies, vol. 34(12), pages 5581-5628.
    13. Nemmara K. Chidambaran & Yun Liu & Nagpurnanand Prabhala, 2022. "Director diversity and inclusion: At the table but in the game?," Financial Management, Financial Management Association International, vol. 51(1), pages 193-225, March.
    14. Zhang, Shuran, 2021. "Directors’ career concerns: Evidence from proxy contests and board interlocks," Journal of Financial Economics, Elsevier, vol. 140(3), pages 894-915.

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