The Determinants of Board and Sub-Committee Meetings: The Case of Real Estate Investment Trusts (REITs)

This study examines how board structure, director characteristics, and firm fundamentals jointly influence the frequency of meetings of real estate investment trust (REITs) boards from 2010 to 2022. We find that board activity is largely reactive to firm conditions rather than a proactive governance mechanism. Across the full sample, the boards meet more frequently following a weaker performance, higher leverage, and greater uncertainty, which is consistent with meetings that serve as monitoring responses to emerging risks. We further document that firms with weaker growth prospects shift board attention toward monitoring, while firms with stronger growth opportunities engage boards more in advisory and strategic deliberations. In addition, there is substantial heterogeneity across institutional environments. In large, highly visible S&P 500 REITs, board size and independence are associated with greater engagement across monitoring and advisory functions, thus suggesting that governance structures operate more effectively under strong market scrutiny and transparent information environments. In contrast, smaller non-S&P 500 REITs exhibit more episodic governance patterns in which meeting activity responds broadly to performance shocks and financial risk, and where structural governance attributes do not consistently translate into board engagement. Additional analyses show that board meetings respond to prior firm conditions but do not predict future operating performance, thus indicating that meeting frequency signals governance response rather than governance effectiveness.