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The Active Board Of Directors And Its Effect On The Performance Of The Large Publicly Traded Corporation

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  • Paul W. MacAvoy
  • Ira M. Millstein

Abstract

In recent years, boards of directors have become more active and independent of management in pursuing shareholder interests. But, up to this point, there has been little empirical evidence that active boards help companies produce higher rates of return for their shareholders. In this article, after describing the new board activism, the authors argue that past failures to document an association between independent boards and superior corporate performance can be explained by two features of the research: its concentration on periods prior to the 1990s (when most boards were largely irrelevant) and its use of unreliable proxies (such as a minimum percentage of outside directors) for a well‐functioning board. The authors hypothesize that an independent and resourceful board takes steps that require management to increase earnings available to investors. To test this hypothesis, the performance of a sample of large U.S. corporations was examined over the period 1991‐1995 using two proxies for the “professionalism” of each company's board: (1) the letter grades (A+ to F) assigned by CalPERS for corporate governance; and (2) a “presence” or “absence” grade based on three key indicators of professional board behavior. Both of these governance metrics were associated in statistically significant ways with superior corporate performance, as measured by earnings in excess of cost of capital and net of the industry average. While acknowledging that such results do not prove causation, the authors conclude that, in the first half of the 1990s, corporations with active and independent boards added significantly more value for shareholders than those with passive, “rubber‐stamp” boards.

Suggested Citation

  • Paul W. MacAvoy & Ira M. Millstein, 1999. "The Active Board Of Directors And Its Effect On The Performance Of The Large Publicly Traded Corporation," Journal of Applied Corporate Finance, Morgan Stanley, vol. 11(4), pages 8-20, January.
  • Handle: RePEc:bla:jacrfn:v:11:y:1999:i:4:p:8-20
    DOI: 10.1111/j.1745-6622.1999.tb00510.x
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    File URL: https://doi.org/10.1111/j.1745-6622.1999.tb00510.x
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    Cited by:

    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. Fernández Méndez, Carlos & Pathan, Shams & Arrondo García, Rubén, 2015. "Monitoring capabilities of busy and overlap directors: Evidence from Australia," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 444-469.
    3. Enrichetta Ravina & Paola Sapienza, 2010. "What Do Independent Directors Know? Evidence from Their Trading," NBER Chapters, in: Corporate Governance, National Bureau of Economic Research, Inc.
    4. Enrichetta Ravina & Paola Sapienza, 2006. "What Do Outside Directors Know? Evidence From Outsider Trading," 2006 Meeting Papers 882, Society for Economic Dynamics.
    5. Georges Dionne & Thouraya Triki, 2005. "Risk Management and Corporate Governance: the Importance of Independence and Financial Knowledge for the Board and the Audit Committee," Cahiers de recherche 0515, CIRPEE.
    6. Adi Masli & Matthew G. Sherwood & Rajendra P. Srivastava, 2018. "Attributes and Structure of an Effective Board of Directors: A Theoretical Investigation," Abacus, Accounting Foundation, University of Sydney, vol. 54(4), pages 485-523, December.
    7. Gleason, Kimberly C. & Madura, Jeff & Subrahmanyam, Vijaya, 2007. "Stock exchange governance initiatives: Evidence from the Italian STARs," Journal of Banking & Finance, Elsevier, vol. 31(1), pages 141-159, January.
    8. Paolo Santella & Giulia Paone & Carlo Drago, "undated". "How Independent Are Independent Directors? The Case Of Italy," German Working Papers in Law and Economics 2006-1-1148, Berkeley Electronic Press.
    9. Clara Graziano & Annalisa Luporini, 2003. "Board Efficiency and Internal Corporate Control Mechanisms," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 12(4), pages 495-530, December.
    10. Paolo, Santella & Carlo, Drago & Giulia, Paone, 2007. "Who cares about Director Independence?," MPRA Paper 2288, University Library of Munich, Germany.
    11. Wided Bouaine & Lanouar Charfeddine & Mohamed Arouri & Frédéric Teulon, 2014. "The influence of CEO departure type and board characteristics on firm performance," Working Papers 2014-87, Department of Research, Ipag Business School.
    12. Hunton, James E. & Rose, Jacob M., 2008. "Can directors' self-interests influence accounting choices?," Accounting, Organizations and Society, Elsevier, vol. 33(7-8), pages 783-800.
    13. Øyvind Bøhren & Siv Staubo, 2016. "Mandatory Gender Balance and Board Independence," European Financial Management, European Financial Management Association, vol. 22(1), pages 3-30, January.
    14. Constantinos Chalevas & Christos Tzovas, 2010. "The effect of the mandatory adoption of corporate governance mechanisms on earnings manipulation, management effectiveness and firm financing: Evidence from Greece," Managerial Finance, Emerald Group Publishing, vol. 36(3), pages 257-277, February.
    15. Damon Fleming & Chee Chow & Wenbing Su, 2010. "An Exploratory Study of Chinese Accounting Students’ and Auditors’ Audit-specific Ethical Reasoning," Journal of Business Ethics, Springer, vol. 94(3), pages 353-369, July.
    16. Pollio, Gerald & Uchida, Koichi, 1999. "Management background, corporate governance and industrial restructuring: the Japanese upstream petroleum industry," Energy Policy, Elsevier, vol. 27(14), pages 813-832, December.
    17. Harakeh, Mostafa & El-Gammal, Walid & Matar, Ghida, 2019. "Female directors, earnings management, and CEO incentive compensation: UK evidence," Research in International Business and Finance, Elsevier, vol. 50(C), pages 153-170.

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