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CEO Involvement in the Selection of New Board Members: An Empirical Analysis

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  • Anil Shivdasani
  • David Yermack

Abstract

We study whether CEO involvement in the selection of new directors influences the nature of appointments to the board. When the CEO serves on the nominating committee or no nominating committee exists, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in director selection, and independent appointees are more likely to serve on large numbers of other boards, a practice disfavored by investor activists. Our evidence may illuminate a mechanism used by CEOs to reduce pressure from active monitoring, and we find a recent trend of companies removing CEOs from involvement in director selection.

Suggested Citation

  • Anil Shivdasani & David Yermack, 1998. "CEO Involvement in the Selection of New Board Members: An Empirical Analysis," New York University, Leonard N. Stern School Finance Department Working Paper Seires 98-059, New York University, Leonard N. Stern School of Business-.
    • Handle: RePEc:fth:nystfi:98-059
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    Citations

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    Cited by:

    1. Richard M. Cyert & Sok-Hyon Kang & Praveen Kumar, 2002. "Corporate Governance, Takeovers, and Top-Management Compensation: Theory and Evidence," Management Science, INFORMS, vol. 48(4), pages 453-469, April.
    2. Carretta, Alessandro & Farina, Vincenzo & Schwizer, Paola, 2006. "Evaluating the board of directors of financial intermediaries: competencies, effectiveness and performance," MPRA Paper 8299, University Library of Munich, Germany.
    3. Iwasaki, Ichiro, 2008. "The determinants of board composition in a transforming economy: Evidence from Russia," Journal of Corporate Finance, Elsevier, vol. 14(5), pages 532-549, December.
    4. Fahlenbrach, Rüdiger & Low, Angie & Stulz, René M., 2010. "Why do firms appoint CEOs as outside directors?," Journal of Financial Economics, Elsevier, vol. 97(1), pages 12-32, July.
    5. Brugger Jakob, Samuel Immanuel, 2007. "¿Puede el gobierno corporativo aprender del gobierno público? [Can corporate governance learn from public governance?]," MPRA Paper 13857, University Library of Munich, Germany, revised Apr 2008.
    6. Iwasaki, Ichiro & 岩﨑, 一郎 & イワサキ, イチロウ, 2007. "Endogenous board formation and its determinants in a transition economy: evidence from Russia," CEI Working Paper Series 2007-1, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
    7. Hossain, Mahmud & Prevost, Andrew K. & Rao, Ramesh P., 2001. "Corporate governance in New Zealand: The effect of the 1993 Companies Act on the relation between board composition and firm performance," Pacific-Basin Finance Journal, Elsevier, vol. 9(2), pages 119-145, April.
    8. Carmen Lorca & Juan Sánchez-Ballesta & Emma García-Meca, 2011. "Board Effectiveness and Cost of Debt," Journal of Business Ethics, Springer, vol. 100(4), pages 613-631, June.
    9. Miller, Darius, 2018. "Discussion of “Managing reputation: Evidence from biographies of corporate directors✰," Journal of Accounting and Economics, Elsevier, vol. 66(2), pages 470-475.

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