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  • Journal of Financial and Quantitative Analysis, Volume 40, Issue 2
  • June 2005, pp. 283-306

Determinants of Board Size and Composition: A Theory of Corporate Boards

  • Charu G. Raheja (a1)
  • DOI:
  • Published online: 01 April 2009

This paper models the interaction of firm insiders and outsiders on a corporate board and addresses the question of the board's ideal size and composition. In the model, the board is responsible for monitoring projects and making CEO succession decisions. Inside directors are better informed regarding the quality of firm investment projects, but outsiders can use CEO succession to motivate insiders to reveal their superior information and help the board implement higher value projects. The optimal board structure is determined by the trade-off between maximizing the incentive for insiders to reveal their private information, minimizing coordination costs among outsiders and maximizing the ability of outsiders to reject inferior projects. I show that optimal board size and composition are functions of the directors' and the firm's characteristics. I also develop testable implications for crosssectional variations in the optimal board structure across firms.

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A. Almazan , and J. Suarez . “Entrenchment and Severance Pay in Optimal Governance Structures.” Journal of Finance, 58 (2003), 483518.

J. Brickley ; J. Link ; and J. Coles . “What Happens to CEOs after They Retire? New Evidence on Career Concerns, Horizon Problems, and CEO Incentives.” Journal of Financial Economics, 52 (1999), 341377.

T. Chemmanur , and P. Fulgheri . “A Theory of the Going-Public Decision.” Review of Financial Studies, 12 (1999), 249279.

J. Coles , and C.-K. Hoi . “New Evidence of the Market for Directors: Board Membership and Pennsylvania Senate Bill 1310.” Journal of Finance, 58 (2003), 197230.

H. Demsetz , and K. Lehn . “The Structure of Corporate Ownership: Causes and Consequences.” Journal of Political Economy, 93 (1985), 11551177.

D. Denis , and A. Sarin . “Ownership and Board Structure in Publicly Traded Corporations.” Journal of Financial Economics, 52 (1999), 187223.

T. Eisenberg ; S. Sundgren ; and M. Wells . “Larger Board Size and Decreasing Firm Value in Small Firms.” Journal of Financial Economics, 48 (1998), 3554.

E. Fama , and M. Jensen . “Separation of Ownership And Control.” Journal of Law and Economics, 26 (1983), 301325.

S. Ferris ; M. Jagannathan ; and A. C. Pritchard . “Too Busy to Mind the Business? Monitoring by Directors with Multiple Board Appointments.” Journal of Finance, 58 (2003), 10871112.

A. B. Gillete ; T. H. Noe ; and M. J. Rebello . “Corporate Board Composition, Protocols, and Voting Behavior: Experimental Evidence.” Journal of Finance, 58 (2003), 19972031.

S. Gilson Bankruptcy, Boards, Banks, and Blockholders.” Journal of Financial Economics, 27 (1990), 355387.

J. Harford Takeover Bids and Target Director's Incentives: Retention, Experience and Settling-Up.” Journal of Financial Economics, 69 (2003), 5183.

B. Hermalin , and M. Weisbach . “The Determinants of Board Composition.” The RAND Journal of Economics, 19 (1988), 589606.

D Hirshleifer ., and A. Thakor Managerial Performance, Boards of Directors and Takeover Bidding.” Journal of Corporate Finance, 1 (1994), 6390.

M. Jensen The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems.” Journal of Finance, 48 (1993), 831880.

K. John , and L. W. Senbet Corporate Governance and Board Effectiveness.” Journal of Banking and Finance, 22 (1998), 371401.

S. Kaplan , and D. Reishus Outside Directorships and Corporate Performance.” Journal of Financial Economics, 27 (1990), 389410.

E. Maug Board of Directors and Capital Structure: Alternative Forms of Corporate Restructuring.” Journal of Corporate Finance, 3 (1997), 113139.

R. Parrino CEO Turnover and Outside Succession: A Cross-Sectional Analysis.” Journal of Financial Economics, 46 (1997), 165197.

V. Warther Board Effectiveness and Board Dissent: A Model of the Board's Relationship to Management and Shareholders.” Journal of Corporate Finance, 4 (1998), 5370.

D. Yermack Higher Valuation of Companies with a Small Board of Directors.” Journal of Financial Economics, 40 (1996), 185212.

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