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

  • Charu G. Raheja (a1)
Abstract
Abstract

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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Adams R., and Ferreira D.. “A Theory of Friendly Boards.” Unpubl. Working Paper, Stockholm School of Economics (2003).
Adams R., and Mehran H.. “Is Corporate Governance Different for Bank Holding Companies? Economic Policy Review, 9 (2003), 123142.
Almazan A., and Suarez J.. “Entrenchment and Severance Pay in Optimal Governance Structures.” Journal of Finance, 58 (2003), 483518.
Berle A. D., and Means G. C.. The Modern Corporation and Private Property. New York, NY: Macmillan (1932).
Boone A.; Field L.; Karpoff J.; and Raheja C.. “The Evolution and Life Cycle of Corporate Boards: An Empirical Analysis.” Unpubl. Working Paper, Penn State Univ. (2004).
Brickley J.; Link J.; and Coles J.. “What Happens to CEOs after They Retire? New Evidence on Career Concerns, Horizon Problems, and CEO Incentives.” Journal of Financial Economics, 52 (1999), 341377.
Chemmanur T., and Fulgheri P.. “A Theory of the Going-Public Decision.” Review of Financial Studies, 12 (1999), 249279.
Coles J., and Hoi C.-K.. “New Evidence of the Market for Directors: Board Membership and Pennsylvania Senate Bill 1310.” Journal of Finance, 58 (2003), 197230.
Demsetz H., and Lehn K.. “The Structure of Corporate Ownership: Causes and Consequences.” Journal of Political Economy, 93 (1985), 11551177.
Denis D., and Sarin A.. “Ownership and Board Structure in Publicly Traded Corporations.” Journal of Financial Economics, 52 (1999), 187223.
Eisenberg T.; Sundgren S.; and Wells M.. “Larger Board Size and Decreasing Firm Value in Small Firms.” Journal of Financial Economics, 48 (1998), 3554.
Fama E., and Jensen M.. “Separation of Ownership And Control.” Journal of Law and Economics, 26 (1983), 301325.
Ferris S.; Jagannathan M.; and Pritchard A. C.. “Too Busy to Mind the Business? Monitoring by Directors with Multiple Board Appointments.” Journal of Finance, 58 (2003), 10871112.
Gillan S.; Hartzell J.; and Starks L.. “Industries, Investment Opportunities, and Corporate Governance Structures.” Unpubl. Working Paper, Univ. of Texas (2003).
Gillete A. B.; Noe T. H.; and Rebello M. J.. “Corporate Board Composition, Protocols, and Voting Behavior: Experimental Evidence.” Journal of Finance, 58 (2003), 19972031.
Gilson S.Bankruptcy, Boards, Banks, and Blockholders.” Journal of Financial Economics, 27 (1990), 355387.
Groups that Work. Hackman R., ed. San Francisco, CA: Jossey-Bass (1990).
Gutierrez M. “Managers and Directors: A Model of Strategic Information Transmission.” Unpubl. Working Paper, Universidad Carlos III de Madrid (2001).
Harford J.Takeover Bids and Target Director's Incentives: Retention, Experience and Settling-Up.” Journal of Financial Economics, 69 (2003), 5183.
Hermalin B., and Weisbach M.. “The Determinants of Board Composition.” The RAND Journal of Economics, 19 (1988), 589606.
Hermalin B., and Weisbach M.. “Endogenously Chosen Boards of Directors and their Monitoring of the CEO.” American Economic Review, 88 (1998), 96118.
Hermalin B., and Weisbach M.. “Board of Directors as an Endogenously-Determined Institution: A Survey of the Economic Literature.” Economic Policy Review, 9 (2003), 726.
Hirshleifer D., and Thakor A.Managerial Performance, Boards of Directors and Takeover Bidding.” Journal of Corporate Finance, 1 (1994), 6390.
Jensen M.The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems.” Journal of Finance, 48 (1993), 831880.
John K., and Senbet L. W.Corporate Governance and Board Effectiveness.” Journal of Banking and Finance, 22 (1998), 371401.
Kaplan S., and Reishus D.Outside Directorships and Corporate Performance.” Journal of Financial Economics, 27 (1990), 389410.
Lasfer M. A.Board Structure and Agency Costs.” Unpubl. Working Paper, City Univ. Business School (2002).
Lehn K; and Patro S.; and Zhao M.Determinants of the Size and Structure of Corporate Boards: 1935–2000.” Unpubl. Working Paper, Univ. of Pittsburgh (2003).
Lipton K., and Lorsch J. W.A Modest Proposal for Improvement of Corporate Governance.” Business Lawyer, 48 (1992), 5977.
Mace M. L.Directors: Myth and Reality. Boston, MA: Harvard Business School Press (1986).
Maug E.Board of Directors and Capital Structure: Alternative Forms of Corporate Restructuring.” Journal of Corporate Finance, 3 (1997), 113139.
Parrino R.CEO Turnover and Outside Succession: A Cross-Sectional Analysis.” Journal of Financial Economics, 46 (1997), 165197.
Reingold J. “Dot.com Boards Are Flouting the Rules: They're Small and Packed with Insiders. Does it Matter?” Business Week (12 1999).
Warther V.Board Effectiveness and Board Dissent: A Model of the Board's Relationship to Management and Shareholders.” Journal of Corporate Finance, 4 (1998), 5370.
Yermack D.Higher Valuation of Companies with a Small Board of Directors.” Journal of Financial Economics, 40 (1996), 185212.
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Journal of Financial and Quantitative Analysis
  • ISSN: 0022-1090
  • EISSN: 1756-6916
  • URL: /core/journals/journal-of-financial-and-quantitative-analysis
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