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Who Monitors the Monitor? The Effect of Board Independence on Executive Compensation and Firm Value

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  • Praveen Kumar

Abstract

Recent corporate governance reforms focus on the board's independence and encourage equity ownership by directors. We analyze the efficacy of these reforms in a model in which both adverse selection and moral hazard exist at the level of the firm's management. Delegating governance to the board improves monitoring but creates another agency problem because directors themselves avoid effort and are dependent on the CEO. We show that as directors become less dependent on the CEO, their monitoring efficiency may decrease even as they improve the incentive efficiency of executive compensation contracts. Therefore, a board composed of directors that are more independent may actually perform worse. Moreover, higher equity incentives for the board may increase equity-based compensation awards to management. The Author 2008. Published by Oxford University Press on behalf of the Society for Financial Studies. All rights reserved. For permissions, please e-mail: journals.permissions@oxfordjournals.org., Oxford University Press.

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  • Praveen Kumar, 2008. "Who Monitors the Monitor? The Effect of Board Independence on Executive Compensation and Firm Value," Review of Financial Studies, Society for Financial Studies, vol. 21(3), pages 1371-1401, May.
  • Handle: RePEc:oup:rfinst:v:21:y:2008:i:3:p:1371-1401
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    Cited by:

    1. Gibson Hosea Munisi & Roy Mersland, 2016. "Ownership, Board Compensation and Company Performance in Sub-Saharan African Countries," Journal of Emerging Market Finance, Institute for Financial Management and Research, vol. 15(2), pages 191-224, August.
    2. Nadya Malenko, 2011. "Communication and Decision-Making in Corporate Boards," 2011 Meeting Papers 449, Society for Economic Dynamics.
    3. Giuliana Bronzoni Liberato & Marcelo Sanches Pagliarussi, 2008. "Disclosure de estratégia em relatórios anuais: a influência das dimensões culturais, do sistema legal e da governança corporativa em empresas de quatro países," Fucape Working Papers 03, Fucape Business School.
    4. Engel, Pascal J. & Hack, Andreas & Kellermanns, Franz W., 2015. "Setting the right mix—Analyzing outside directors’ pay mix in public family firms," Journal of Family Business Strategy, Elsevier, vol. 6(2), pages 130-140.
    5. Crespí-Cladera, Rafel & Pascual-Fuster, Bartolomé, 2014. "Does the independence of independent directors matter?," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 116-134.
    6. Borokhovich, Kenneth A. & Boulton, Thomas J. & Brunarski, Kelly R. & Harman, Yvette S., 2014. "The incentives of grey directors: Evidence from unexpected executive and board chair turnover," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 102-115.
    7. Hahn, Peter D. & Lasfer, Meziane, 2016. "Impact of foreign directors on board meeting frequency," International Review of Financial Analysis, Elsevier, vol. 46(C), pages 295-308.
    8. Nguyen, Nga Q., 2014. "On the compensation and activity of corporate boards," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 1-19.
    9. Wagner, Alexander F., 2011. "Board independence and competence," Journal of Financial Intermediation, Elsevier, vol. 20(1), pages 71-93, January.
    10. repec:eee:pacfin:v:46:y:2017:i:pa:p:191-211 is not listed on IDEAS
    11. Adams, Mike & Jiang, Wei, 2016. "Do outside directors influence the financial performance of risk-trading firms? Evidence from the United Kingdom (UK) insurance industry," Journal of Banking & Finance, Elsevier, vol. 64(C), pages 36-51.
    12. Ji, Jiao & Talavera, Oleksandr & Yin, Shuxing, 2016. "CEO Dismissal, Compensation and Topics of Board Meetings: The Case of China," MPRA Paper 70232, University Library of Munich, Germany.
    13. Yanmin Gao & Jeong-Bon Kim & Desmond Tsang & Haibin Wu, 2017. "Go before the whistle blows: an empirical analysis of director turnover and financial fraud," Review of Accounting Studies, Springer, vol. 22(1), pages 320-360, March.
    14. Francesca Cornelli & Zbigniew Kominek & Alexander Ljungqvist, 2013. "Monitoring Managers: Does It Matter?," Journal of Finance, American Finance Association, vol. 68(2), pages 431-481, April.
    15. Rüdiger Fahlenbrach & Angie Low & René M. Stulz, 2010. "The Dark Side of Outside Directors: Do they Quit When They are Most Needed?," Swiss Finance Institute Research Paper Series 10-17, Swiss Finance Institute.
    16. Chen, Chen-Wen & Liu, Victor W., 2013. "Corporate governance under asymmetric information: Theory and evidence," Economic Modelling, Elsevier, vol. 33(C), pages 280-291.
    17. Amon Chizema & Xiaohui Liu & Jiangyong Lu & Lan Gao, 2015. "Politically connected boards and top executive pay in Chinese listed firms," Strategic Management Journal, Wiley Blackwell, vol. 36(6), pages 890-906, June.
    18. Egger, Peter & Radulescu, Doina, 2014. "A test of the Bolton–Scheinkman–Xiong hypothesis of how speculation affects the vesting time of options granted to directors," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 511-519.
    19. Wenxia Ge & Jeong-Bon Kim, 2014. "Boards, takeover protection, and real earnings management," Review of Quantitative Finance and Accounting, Springer, vol. 43(4), pages 651-682, November.

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