IDEAS home Printed from https://ideas.repec.org/a/bla/corgov/v15y2007i6p1215-1223.html
   My bibliography  Save this article

The Changing Structure of US Corporate Boards: 1997–2003

Author

Listed:
  • Vidhi Chhaochharia
  • Yaniv Grinstein

Abstract

We document changes in board characteristics in public US firms between 1997 and 2003. We find significant changes in board independence, committee independence, board size, interlocking directorships, director occupation and multiple directorships. Most of the changes occur between 2000 and 2003. In general, these changes appear both in small and large firms. However, changes in board size and in multiple directorships are statistically significant in large firms only. We find weaker trends in the financial stake of independent directors and in separating CEOs from the chairman position. In 2003 many independent directors have small holdings in the firms they direct and CEOs chair around two‐thirds of the boards in our sample. Together, these results shed light on the types of board structures that have recently become the norm in US public firms.

Suggested Citation

  • Vidhi Chhaochharia & Yaniv Grinstein, 2007. "The Changing Structure of US Corporate Boards: 1997–2003," Corporate Governance: An International Review, Wiley Blackwell, vol. 15(6), pages 1215-1223, November.
    • Handle: RePEc:bla:corgov:v:15:y:2007:i:6:p:1215-1223
    DOI: 10.1111/j.1467-8683.2007.00642.x
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/j.1467-8683.2007.00642.x
    Download Restriction: no
    File URL: https://libkey.io/10.1111/j.1467-8683.2007.00642.x?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Klein, April, 2002. "Audit committee, board of director characteristics, and earnings management," Journal of Accounting and Economics, Elsevier, vol. 33(3), pages 375-400, August.
    2. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 301-325, June.
    3. Michael C. Jensen, 2010. "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Applied Corporate Finance, Morgan Stanley, vol. 22(1), pages 43-58, January.
    4. Shivdasani, Anil, 1993. "Board composition, ownership structure, and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 167-198, April.
    5. Grinstein, Yaniv & Hribar, Paul, 2004. "CEO compensation and incentives: Evidence from M&A bonuses," Journal of Financial Economics, Elsevier, vol. 73(1), pages 119-143, July.
    6. Anil Shivdasani & David Yermack, 1999. "CEO Involvement in the Selection of New Board Members: An Empirical Analysis," Journal of Finance, American Finance Association, vol. 54(5), pages 1829-1853, October.
    7. repec:bla:jfinan:v:58:y:2003:i:3:p:1087-1112 is not listed on IDEAS
    8. Kaplan, Steven N. & Reishus, David, 1990. "Outside directorships and corporate performance," Journal of Financial Economics, Elsevier, vol. 27(2), pages 389-410, October.
    9. Nikos Vafeas, 2005. "Audit Committees, Boards, and the Quality of Reported Earnings," Contemporary Accounting Research, John Wiley & Sons, vol. 22(4), pages 1093-1122, December.
    10. Hallock, Kevin F., 1997. "Reciprocally Interlocking Boards of Directors and Executive Compensation," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 32(3), pages 331-344, September.
    11. Brickley, James A. & Coles, Jeffrey L. & Jarrell, Gregg, 1997. "Leadership structure: Separating the CEO and Chairman of the Board," Journal of Corporate Finance, Elsevier, vol. 3(3), pages 189-220, June.
    12. Yermack, David, 1996. "Higher market valuation of companies with a small board of directors," Journal of Financial Economics, Elsevier, vol. 40(2), pages 185-211, February.
    13. repec:bla:jfinan:v:59:y:2004:i:5:p:2281-2308 is not listed on IDEAS
    14. Byrd, John W. & Hickman, Kent A., 1992. "Do outside directors monitor managers? *1: Evidence from tender offer bids," Journal of Financial Economics, Elsevier, vol. 32(2), pages 195-221, October.
    15. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-1177, December.
    16. Tod Perry & Urs Peyer, 2005. "Board Seat Accumulation by Executives: A Shareholder's Perspective," Journal of Finance, American Finance Association, vol. 60(4), pages 2083-2123, August.
    17. Nikos Vafeas, 1999. "The Nature of Board Nominating Committees and Their Role in Corporate Governance," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 26(1‐2), pages 199-225, January.
    18. Nikos Vafeas, 2003. "Further Evidence on Compensation Committee Composition as a Determinant of CEO Compensation," Financial Management, Financial Management Association, vol. 32(2), Summer.
    19. Klein, April, 1998. "Firm Performance and Board Committee Structure," Journal of Law and Economics, University of Chicago Press, vol. 41(1), pages 275-303, April.
    20. Cotter, James F. & Shivdasani, Anil & Zenner, Marc, 1997. "Do independent directors enhance target shareholder wealth during tender offers?," Journal of Financial Economics, Elsevier, vol. 43(2), pages 195-218, February.
    21. Nikos Vafeas, 1999. "The Nature of Board Nominating Committees and Their Role in Corporate Governance," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 26(1-2), pages 199-225.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. repec:vuw:vuwscr:19213 is not listed on IDEAS
    2. Ji, Xu (Jane) & Boyle, Glenn, 2011. "New Zealand Corporate Boards in Transition: Composition, Activity and Incentives Between 1995 and 2010," Working Paper Series 19213, Victoria University of Wellington, The New Zealand Institute for the Study of Competition and Regulation.
    3. Faleye, Olubunmi & Krishnan, Karthik, 2017. "Risky lending: Does bank corporate governance matter?," Journal of Banking & Finance, Elsevier, vol. 83(C), pages 57-69.
    4. Cai, Guilong & Xie, Sujuan & Xu, Yue & Zeng, Yamin & Zhang, Junsheng, 2019. "Ultimate parent's board reform and controlling shareholder entrenchment: Evidence from a quasi-natural experiment in China," Emerging Markets Review, Elsevier, vol. 38(C), pages 389-403.
    5. Yenn‐Ru Chen, 2008. "Corporate Governance and Cash Holdings: Listed New Economy versus Old Economy Firms," Corporate Governance: An International Review, Wiley Blackwell, vol. 16(5), pages 430-442, September.
    6. Fedaseyeu, Viktar & Linck, James S. & Wagner, Hannes F., 2018. "Do qualifications matter? New evidence on board functions and director compensation," Journal of Corporate Finance, Elsevier, vol. 48(C), pages 816-839.
    7. Joo, Mohammad Hashemi & Lawrence, Edward & Parhizgari, Ali, 2021. "Securities litigation risk and board gender diversity," Journal of Corporate Finance, Elsevier, vol. 71(C).
    8. Afzalur Rashid, 2015. "Revisiting Agency Theory: Evidence of Board Independence and Agency Cost from Bangladesh," Journal of Business Ethics, Springer, vol. 130(1), pages 181-198, August.
    9. Siepel, Josh & Nightingale, Paul, 2014. "Anglo-Saxon governance: Similarities, difference and outcomes in a financialised world," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 25(1), pages 27-35.
    10. Pao-Chen Lee, 2019. "Chinese Supervisory Board-An Experiential Case," Noble International Journal of Economics and Financial Research, Noble Academic Publsiher, vol. 4(3), pages 19-33, March.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    2. Bill B. Francis & Iftekhar Hasan & Qiang Wu, 2012. "Do corporate boards matter during the current financial crisis?," Review of Financial Economics, John Wiley & Sons, vol. 21(2), pages 39-52, April.
    3. Benjamin E. Hermalin & Michael S. Weisbach, 2003. "Boards of directors as an endogenously determined institution: a survey of the economic literature," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 7-26.
    4. Naeem Tabassum & Satwinder Singh, 2020. "Corporate Governance and Organisational Performance," Springer Books, Springer, number 978-3-030-48527-6, March.
    5. Polovina, Nereida & Peasnell, Ken, 2020. "Do minority acquisitions transfer better corporate governance practices? An analysis of UK's cross-border minority investments," The British Accounting Review, Elsevier, vol. 52(3).
    6. Isabel-María García-Sánchez, 2010. "The effectiveness of corporate governance: board structure and business technical efficiency in Spain," Central European Journal of Operations Research, Springer;Slovak Society for Operations Research;Hungarian Operational Research Society;Czech Society for Operations Research;Österr. Gesellschaft für Operations Research (ÖGOR);Slovenian Society Informatika - Section for Operational Research;Croatian Operational Research Society, vol. 18(3), pages 311-339, September.
    7. Callahan, William T. & Millar, James A. & Schulman, Craig, 2003. "An analysis of the effect of management participation in director selection on the long-term performance of the firm," Journal of Corporate Finance, Elsevier, vol. 9(2), pages 169-181, March.
    8. Fich, Eliezer M. & White, Lawrence J., 2005. "Why do CEOs reciprocally sit on each other's boards?," Journal of Corporate Finance, Elsevier, vol. 11(1-2), pages 175-195, March.
    9. Franco Ernesto Rubino & Paolo Tenuta & Domenico Rocco Cambrea, 2017. "Board characteristics effects on performance in family and non-family business: a multi-theoretical approach," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 21(3), pages 623-658, September.
    10. Etienne Redor, 2016. "Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 789-821, December.
    11. Chaur-Shiuh Young & Liu-Ching Tsai & Pei-Gin Hsieh, 2008. "Voluntary Appointment of Independent Directors in Taiwan: Motives and Consequences," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 35(9-10), pages 1103-1137.
    12. Rasha Ashraf & Rajesh Chakrabarti & Richard Fu & Narayanan Jayaraman, 2010. "Takeover Immunity, Takeovers, and the Market for Nonexecutive Directors," Financial Management, Financial Management Association International, vol. 39(1), pages 83-127, March.
    13. Nguyen, Bang Dang & Nielsen, Kasper Meisner, 2010. "The value of independent directors: Evidence from sudden deaths," Journal of Financial Economics, Elsevier, vol. 98(3), pages 550-567, December.
    14. Charlie Weir & Oleksandr Talavera & Alexander Muravyev, 2011. "The Return on Human Capital: the Case of UK Non-executive Directors that are also Executive Directors," University of East Anglia Applied and Financial Economics Working Paper Series 029, School of Economics, University of East Anglia, Norwich, UK..
    15. Doyoung Kim, 2012. "On the determinants of director additions and removals," Applied Economics, Taylor & Francis Journals, vol. 44(10), pages 1219-1233, April.
    16. M. Andrew Fields & Phyllis Y. Keys, 2003. "The Emergence of Corporate Governance from Wall St. to Main St.: Outside Directors, Board Diversity, Earnings Management, and Managerial Incentives to Bear Risk," The Financial Review, Eastern Finance Association, vol. 38(1), pages 1-24, February.
    17. Vafeas, Nikos, 1999. "Board meeting frequency and firm performance," Journal of Financial Economics, Elsevier, vol. 53(1), pages 113-142, July.
    18. Erik Devos & Andrew Prevost & John Puthenpurackal, 2009. "Are Interlocked Directors Effective Monitors?," Financial Management, Financial Management Association International, vol. 38(4), pages 861-887, December.
    19. Bill Francis & Iftekhar Hasan & Qiang Wu, 2015. "Professors in the Boardroom and Their Impact on Corporate Governance and Firm Performance," Financial Management, Financial Management Association International, vol. 44(3), pages 547-581, September.
    20. James, Hui Liang & Borah, Nilakshi & Lirely, Roger, 2022. "The effectiveness of board independence in high-discretion firms," The Quarterly Review of Economics and Finance, Elsevier, vol. 85(C), pages 103-117.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:corgov:v:15:y:2007:i:6:p:1215-1223. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: http://www.blackwellpublishing.com/journal.asp?ref=0964-8410&site=1 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.