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CEO and board chair roles: To split or not to split?

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  • Dey, Aiyesha
  • Engel, Ellen
  • Liu, Xiaohui

Abstract

We examine the performance and compensation implications of firms' decisions to combine the roles of CEO and board chairman (duality). We document that firms that split the CEO and chairman positions due to investor pressure have significantly lower announcement returns and subsequent performance, and lower contributions of investments to shareholder wealth. Further, these performance outcomes are more negative for firms with higher predicted probabilities of duality based on a model of economic determinants of board leadership structure. We also find that pay-performance sensitivity in CEO compensation contracts are significantly lower following a split in the CEO and chairman positions, and significantly higher following a combination in these positions. Our evidence suggests that on average, board leadership choices by firms and market responses are consistent with efficiency arguments, and recent proposals for all firms to separate the CEO and chairman roles warrant more careful consideration.

Suggested Citation

  • Dey, Aiyesha & Engel, Ellen & Liu, Xiaohui, 2011. "CEO and board chair roles: To split or not to split?," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1595-1618.
  • Handle: RePEc:eee:corfin:v:17:y:2011:i:5:p:1595-1618
    DOI: 10.1016/j.jcorpfin.2011.09.001
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    References listed on IDEAS

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    Cited by:

    1. Belot, François & Ginglinger, Edith & Slovin, Myron B. & Sushka, Marie E., 2014. "Freedom of choice between unitary and two-tier boards: An empirical analysis," Journal of Financial Economics, Elsevier, vol. 112(3), pages 364-385.
    2. François Belot & Edith Ginglinger & Myron Slovin & Marie Sushka, 2012. "Reforming Corporate Governance: Evidence from the Choice between Unitary versus Dual Boards of Directors," Post-Print hal-01637558, HAL.
    3. Baran, Lindsay & Forst, Arno, 2015. "Disproportionate insider control and board of director characteristics," Journal of Corporate Finance, Elsevier, vol. 35(C), pages 62-80.
    4. repec:eee:spacre:v:18:y:2015:i:2:p:148-161 is not listed on IDEAS
    5. repec:eee:riibaf:v:42:y:2017:i:c:p:689-709 is not listed on IDEAS
    6. Andres, Christian & Fernau, Erik & Theissen, Erik, 2014. "Should I stay or should I go? Former CEOs as monitors," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 26-47.
    7. Yu, Mei & Ashton, John K., 2015. "Board leadership structure for Chinese public listed companies," China Economic Review, Elsevier, vol. 34(C), pages 236-248.
    8. repec:dau:papers:123456789/12816 is not listed on IDEAS
    9. Yang, Tina & Zhao, Shan, 2014. "CEO duality and firm performance: Evidence from an exogenous shock to the competitive environment," Journal of Banking & Finance, Elsevier, vol. 49(C), pages 534-552.
    10. Cremers, K. J. Martijn & Litov, Lubomir P. & Sepe, Simone M., 2013. "Staggered Boards and Firm Value, Revisited," Working Papers 13-36, University of Pennsylvania, Wharton School, Weiss Center.
    11. repec:dau:papers:123456789/9552 is not listed on IDEAS
    12. repec:pal:jbkreg:v:18:y:2017:i:4:d:10.1057_s41261-016-0037-5 is not listed on IDEAS
    13. Zalewska, Anna, 2014. "Gentlemen do not talk about money: Remuneration dispersion and firm performance relationship on British boards," Journal of Empirical Finance, Elsevier, vol. 27(C), pages 40-57.
    14. Gao, Huasheng & Li, Kai, 2015. "A comparison of CEO pay–performance sensitivity in privately-held and public firms," Journal of Corporate Finance, Elsevier, vol. 35(C), pages 370-388.
    15. Pham, Nga & Oh, K.B. & Pech, Richard, 2015. "Mergers and acquisitions: CEO duality, operating performance and stock returns in Vietnam," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 298-316.

    More about this item

    Keywords

    CEO duality; Corporate governance; Board chairman; Firm performance; Pay-performance sensitivity;

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • M12 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - Personnel Management; Executives; Executive Compensation

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