CEO Involvement in the Selection of New Board Members: An Empirical Analysis

CEO Involvement in the Selection of New Board Members: An Empirical Analysis

May 1998 | Anil Shivdasani, David Yermack
This paper examines the impact of CEO involvement in the selection of new board members on the composition and monitoring effectiveness of corporate boards. Anil Shivdasani and David Yermack analyze whether CEOs influence the appointment of directors who are more or less likely to monitor the CEO. Their findings suggest that when CEOs are involved in director selection, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in the selection process, and independent appointees are more likely to serve on multiple boards, a practice disfavored by investor activists. The study highlights that CEOs may use their influence in director selection to reduce pressure from active monitoring. The research also finds a recent trend of companies removing CEOs from involvement in director selection. The authors analyze board composition, director status, and investor reactions to director appointments. They find that independent directors are more likely to monitor the CEO, and that when CEOs are involved in director selection, the board is less likely to have a majority of independent directors. The study also examines the relationship between CEO involvement and the likelihood of appointing independent or gray directors. It finds that when the CEO is involved in director selection, the probability of appointing a gray director increases, while the probability of appointing an independent director decreases. The paper also finds that investor reactions to independent director appointments are significantly negative when the CEO is involved in the selection process. The authors conclude that CEO involvement in director selection may be a mechanism used by powerful CEOs to reduce the performance pressures that arise from board monitoring. The study provides evidence that CEO involvement in director selection is a significant factor in determining the governance structure of firms. The paper also finds that the overall trend in CEO involvement in director selection has been decreasing in recent years.This paper examines the impact of CEO involvement in the selection of new board members on the composition and monitoring effectiveness of corporate boards. Anil Shivdasani and David Yermack analyze whether CEOs influence the appointment of directors who are more or less likely to monitor the CEO. Their findings suggest that when CEOs are involved in director selection, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in the selection process, and independent appointees are more likely to serve on multiple boards, a practice disfavored by investor activists. The study highlights that CEOs may use their influence in director selection to reduce pressure from active monitoring. The research also finds a recent trend of companies removing CEOs from involvement in director selection. The authors analyze board composition, director status, and investor reactions to director appointments. They find that independent directors are more likely to monitor the CEO, and that when CEOs are involved in director selection, the board is less likely to have a majority of independent directors. The study also examines the relationship between CEO involvement and the likelihood of appointing independent or gray directors. It finds that when the CEO is involved in director selection, the probability of appointing a gray director increases, while the probability of appointing an independent director decreases. The paper also finds that investor reactions to independent director appointments are significantly negative when the CEO is involved in the selection process. The authors conclude that CEO involvement in director selection may be a mechanism used by powerful CEOs to reduce the performance pressures that arise from board monitoring. The study provides evidence that CEO involvement in director selection is a significant factor in determining the governance structure of firms. The paper also finds that the overall trend in CEO involvement in director selection has been decreasing in recent years.
Reach us at info@study.space
[slides] CEO Involvement in the Selection of New Board Members%3A An Empirical Analysis | StudySpace