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In Defense of Boards

Author

Listed:
  • Silvia Dominguez-Martinez
  • Otto H. Swank
  • Bauke Visser

Abstract

"It is often assumed that bad corporate performance means a bad CEO. The task of a board of directors is then simple: dismiss the executive. If it fails to do so, the board is said to be indolent. We take a kinder approach to observed board behavior and point to the problems even well-intended boards would encounter. They face the twin task of disciplining and screening executives. We analyze the nature of the retention contract a board uses to discipline and screen executives. Consistent with empirical observation, we find that executives may become overly active to show their credentials, and that the link between bad performance and dismissal is weak." Copyright (c) 2008, The Author(s) Journal Compilation (c) 2008 Wiley Periodicals, Inc..

Suggested Citation

  • Silvia Dominguez-Martinez & Otto H. Swank & Bauke Visser, 2008. "In Defense of Boards," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 17(3), pages 667-682, September.
  • Handle: RePEc:bla:jemstr:v:17:y:2008:i:3:p:667-682
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    Cited by:

    1. Clara Graziano & Annalisa Luporini, 2010. "Optimal Delegation when the Large Shareholder has Multiple Tasks," CESifo Working Paper Series 3028, CESifo Group Munich.
    2. Schwartz-Ziv, Miriam & Weisbach, Michael S., 2013. "What do boards really do? Evidence from minutes of board meetings☆☆Miriam Schwartz-Ziv is from Harvard University and Northeastern University, e-mail: miriam.schwartz@mail.huji.ac.il. Michael S. Weisb," Journal of Financial Economics, Elsevier, pages 349-366.
    3. FU, Qiang & LI, Ming, 2010. "Policy Making with Reputation Concerns," Cahiers de recherche 09-2010, Centre interuniversitaire de recherche en économie quantitative, CIREQ.
    4. Gayle, George-Levi & Golan, Limor & Miller, Robert A., 2015. "Interlocked Executives and Insider Board Members: An Empirical Analysis," Working Papers 2015-40, Federal Reserve Bank of St. Louis.

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