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Who Appoints Them, What Do They Do? Evidence on Outside Directors from Japan


  • Yoshiro Miwa
  • J. Mark Ramseyer


Although reformers often claim Japanese firms appoint inefficiently few outside directors, the logic of market competition suggests otherwise. Given the competitive product, service, and capital markets in Japan, the firms that survive should disproportionately be firms that tend to appoint boards approaching their firm-specifically optimal structure. The resulting debate thus suggests a test: do firms with more outsiders do better? If Japanese firms do maintain suboptimal numbers of outsiders, then those with more outsiders should outperform those with fewer; if market constraints instead drive them toward their firm-specific optimum, then firm characteristics may determine board structure, but firm performance should show no observable relation to that structure. We explore the issue with data on the 1000 largest exchange-listed Japanese firms from 1986 to 1994. We first ask which firms tend to appoint which outsiders to their boards. We find the appointments decidedly nonrandom. Firms appoint directors from the banking industry when they borrow heavily, when they have fewer mortgageable assets, or when they are themselves in the service and finance industry. They appoint retired government bureaucrats when they are in construction and sell a large fraction of their output to government agencies, and they appoint other retired business executives when they have a dominant parent corporation or when they are in the construction industry and sell heavily to the private sector. Coupling OLS regressions with two-stage estimates on a subset of the data, we then ask whether the firms with more outside directors outperform those with fewer, and find that they do not. Instead, the regressions suggest-exactly as the logic of market competition predicts-that firms choose boards appropriate to them. Copyright Blackwell Publishing 2005.

Suggested Citation

  • Yoshiro Miwa & J. Mark Ramseyer, 2005. "Who Appoints Them, What Do They Do? Evidence on Outside Directors from Japan," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 14(2), pages 299-337, June.
  • Handle: RePEc:bla:jemstr:v:14:y:2005:i:2:p:299-337

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    References listed on IDEAS

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    5. Bester, Helmut & Petrakis, Emmanuel, 1996. "Coupons and oligopolistic price discrimination," International Journal of Industrial Organization, Elsevier, vol. 14(2), pages 227-242.
    6. Drew Fudenberg & Jean Tirole, 2000. "Customer Poaching and Brand Switching," RAND Journal of Economics, The RAND Corporation, vol. 31(4), pages 634-657, Winter.
    7. David Sibley & Ken Heyer, 2003. "Selected Economic Analysis at the Antitrust Division: The Year in Review," Review of Industrial Organization, Springer;The Industrial Organization Society, vol. 23(2), pages 95-119, September.
    8. repec:rje:randje:v:37:y:2006:3:p:645-667 is not listed on IDEAS
    9. McAfee, R Preston & Schwartz, Marius, 1994. "Opportunism in Multilateral Vertical Contracting: Nondiscrimination, Exclusivity, and Uniformity," American Economic Review, American Economic Association, vol. 84(1), pages 210-230, March.
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    Cited by:

    1. John Buchanan, 2007. "Japanese Corporate Governance and the Principle of "Internalism"," Corporate Governance: An International Review, Wiley Blackwell, vol. 15(1), pages 27-35, January.
    2. Pombo, Carlos & GutiƩrrez, Luis H., 2011. "Outside directors, board interlocks and firm performance: Empirical evidence from Colombian business groups," Journal of Economics and Business, Elsevier, vol. 63(4), pages 251-277, July.
    3. repec:ehu:cuader:15777 is not listed on IDEAS
    4. Kathryn Harrigan, 2014. "Comparing corporate governance practices and exit decisions between US and Japanese firms," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 18(4), pages 975-988, November.
    5. Otten, J.A. & Heugens, P.P.M.A.R., 2007. "Extending the Managerial Power Theory of Executive Pay: A Cross National Test," ERIM Report Series Research in Management ERS-2007-090-ORG, Erasmus Research Institute of Management (ERIM), ERIM is the joint research institute of the Rotterdam School of Management, Erasmus University and the Erasmus School of Economics (ESE) at Erasmus University Rotterdam.
    6. Sakawa, Hideaki & Ubukata, Masato & Watanabel, Naoki, 2014. "Market liquidity and bank-dominated corporate governance: Evidence from Japan," International Review of Economics & Finance, Elsevier, vol. 31(C), pages 1-11.
    7. Heechul Min, 2011. "Former Officials and Subsidies to State-owned Enterprises," Journal of Economic Development, Chung-Ang Unviersity, Department of Economics, vol. 36(2), pages 1-13, June.

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