• Selected
• Entire List

Abstract:
During the 1990s, the global economy appears to have suffered an outbreak of "outside director mania" - at least 18 countries have witnessed publication of guidelines that stipulate floors for the representation of outside directors on corporate boards. The apparent (largely untested) premise underlying this movement is that boards with significant outside directors will make different (and perhaps better) decisions than boards dominated by inside directors. As the first-mover in this movement, the U.K. provides a laboratory for a "natural experiment" to examine this presumption empirically. We investigate one key board task - the appointment of the CEO - to determine whether boards are more likely to appoint an outside CEO after they have increased the representation of outside directors to comply with the exogenously imposed standards. We find that the (coerced) increase in outside directors does alter the CEO selection decision. Additionally, announcement period stock returns indicate that the decisions are not only different, they also appear to be better.

Abstract:
During the 1990s and beyond, countries around the world have witnessed calls and/or mandates for more outside directors on publicly-traded companies' boards even though extant studies find no significant correlation between outside directors and corporate performance. We examine the connection between changes in board composition and corporate performance in the UK over the interval 1989-1996, a period that surrounds publication of the Cadbury Report calling for at least three outside directors for publicly-traded corporations. We find that companies that added directors to conform with this standard exhibited a significant improvement in operating performance both in absolute terms and relative to various peer-group benchmarks. We also find a statistically significant increase in stock prices around announcements that outside directors were added in conformance with this recommendation. We do not endorse mandated board structures, but the evidence appears to be that such a mandate was associated with an improvement in performance in UK companies.

Directors, Governance, Cadbury, Performance

Abstract:
We investigate the relation between corporate value and the proportion of the board made up of independent directors in 799 firms with a dominant shareholder across 22 countries. We find a positive relation, especially in countries with weak legal protection for shareholders. The findings suggest that a dominant shareholder, were he so inclined, could offset, at least in part, the documented value discount associated with weak country-level shareholder protection by appointing an 'independent' board. The cost to the dominant shareholder of doing so is the loss in perquisites associated with being a dominant shareholder. Thus, not all dominant shareholders will choose independent boards.

Abstract:
Studies on S&P 500 Index changes are unable to reject index compiler certification in explaining permanent stock price effects to index additions. The FTSE 100 Index comprises one hundred stocks ranked highest by market capitalization, and therefore precludes certification. FTSE 100 Index additions elicit a permanent positive stock price effect, whilst deletions reveal a rebound following announcement period losses. Both price effects can be explained by changes in earnings expectations, information production, and investor awareness. These results challenge belief that index changes (absent certification) are information-free events and long-run demand curves for stocks slope downward.

Equity, Index, FTSE 100

Abstract:
This paper investigates how long it takes until dispersed information on the valuation of IPO-firms is incorporated in secondary market prices, and how the speed of information aggregation relates to market microstructure and IPO characteristics. We find that it takes one week for all IPO-related information to be reflected in the market price for 2,511 IPOs in the U.S. Using a novel methodology to gauge event-time volatility, we attribute the quick aggregation of information to bookbuilding and liquidity in the secondary market. Our results contrast with Ellul and Pagano (2005) who report slower information aggregation in U.K. fixed price IPOs.

IPOs, market microstructure, information aggregation

Abstract:
S&P 500 Index changes are based on a variety of criteria secretly espoused by S&P. IBEX 35 Index changes are determined solely on stock liquidity and thus absent certification. In this setting we test whether demand curves for Spanish stocks slope downward. Consistent with liquidity hypotheses, we report a short-run symmetric stock price effect to IBEX 35 index additions and deletions. Asymmetric long-run returns to index changes can be explained by increased earnings expectations in companies removed from the index. After controlling for contemporaneous earnings our evidence is most consistent with short-run downward sloping demand curves for Spanish stocks.

IBEX 35, Index, Composition

Abstract:
We examine performance in publicly listed U.K. companies over a period that encompasses the issuance of the Cadbury Committee's Code of Best Practice, which calls for the abolition of the combined CEO/COB position. We find that companies splitting the combined CEO/COB position to conform to the Code's requirement did not exhibit any absolute or relative improvement in performance when compared to various peer-group benchmarks. We do not necessarily scoff at mandated board structures, but the evidence suggests that this particular legislature coerced the abandonment of the combined CEO/COB position and appears to be wide of the mark.

Cadbury, CEO, Directors, Governance, UK

Abstract:
We examine performance in publicly listed U.K. companies over a period that encompasses issuance of the Cadbury Committee's Code of Best Practice calling for the abolition of the combined CEO and COB position. We find companies splitting the combined CEO and COB position to conform to the Code's requirement did not exhibit any absolute or relative improvement in performance to various peer-group benchmarks. We do not necessarily scoff at mandated board structures, but the evidence appears to be that such legislature coercing the abandonment of the combined CEO and COB position appears to be wide of the mark.

Board, Composition, UK, Cadbury

Abstract:
This paper reports the findings of an investigation, through a series of interviews, into the role of the supervisory board (SB) in Chinese listed companies. The interviews were conducted and analysed using the grounded theory methodology. It is found that the SB performs one of four roles under the Chinese corporate environment: an honoured guest, a friendly advisor, a censored watchdog or an independent watchdog. The role of the SB is dependent on a variety of factors: SB characteristics, power relations between the Board of Directors and the SB, shareholding structure, the influence of the Communist Party of China and government, the role of independent directors and the requirements of the corporate law.

Abstract:
Chinese listed companies adopt a two-tier board structure, a Board of Directors (BoD) and a Supervisory Board. They are also required to provide in their annual reports a supervisory board report (SBR). However, Congquin, a listed company, failed to issue a SBR in its 1998 annual report. This study specifically investigates the usefulness of the SBR by examining the stock market reaction to Congquin's SBR omission. The study also examines the Supervisory Board's reporting process and users' perceived usefulness of the SBR through interviews with directors, supervisory board members and senior executives of 16 listed companies. Discussions were also held with financial analysts, regulatory officials and academics. Our event study suggests that the absence of the SBR in Congquin's 1998 annual report caused a negative market reaction suggesting that investors had considered the SBR and the Supervisory Board important and were discouraged by the problems manifested by the absence of the SBR. Our interviews reveal that the usefulness of the SBR depends on the role that the Supervisory Board plays in corporate governance. If the Supervisory Board is an honoured guest, a friendly advisor, or a censored watchdog, it is unlikely that the SBR will convey much useful information. By contrast, if the Supervisory Board acts as an independent watchdog, then the SBR would be useful. Given the fact that the Supervisory Board in most of the companies that participated in the interviews fell into the first three categories, there remains a strong need to improve the usefulness of the SBR and strengthen the functioning of the Supervisory Board.

Abstract:
What is likely to cause controlling shareholders to appoint more independent directors - a change that, after all, effectively limits the controlling shareholders' power and “degrees of freedom”? The answer provided by the authors is that board independence is most likely to be pursued by companies with controlling shareholders that also have major growth opportunities that must be funded mainly with outside equity.This article investigates the possibility that such discounts can be reduced by appointing boards of directors made up of individuals who are independent of the controlling shareholders. Based on the systematic analysis of some 800 companies representing 22 countries, the authors' recent study reports that corporate values are consistently higher when boards are more independent of controlling shareholders - and that this relationship is especially strong in those countries that afford fewer rights to minority shareholders.A number of studies have reported value discounts for listed companies in countries that provide weak legal protection to minority shareholders. Such studies typically attribute these discounts to the ability, and the well-documented tendency, of controlling shareholders to extract a disproportionate share of corporate resources for “private benefits.” This tendency and the resulting discounts create a dilemma for those controlling shareholders intent on maximizing value for not just themselves, but all shareholders: How can such controlling shareholders assure their minority shareholders that they will not exploit their power to expropriate resources and so eliminate the discount from their companies' shares?

This article investigates the possibility that such discounts can be reduced by appointing boards of directors made up of individuals who are independent of the controlling shareholders. Based on the systematic analysis of some 800 companies representing 22 countries, the authors' recent study reports that corporate values are consistently higher when boards are more independent of controlling shareholders - and that this relationship is especially strong in those countries that afford fewer rights to minority shareholders.

What is likely to cause controlling shareholders to appoint more independent directors - a change that, after all, effectively limits the controlling shareholders' power and “degrees of freedom”? The answer provided by the authors is that board independence is most likely to be pursued by companies with controlling shareholders that also have major growth opportunities that must be funded mainly with outside equity.

Abstract:
We examine performance in publicly listed U.K. companies over a period that encompasses the issuance of the Cadbury Committee's Code of Best Practice, which calls for the abolition of the combined CEO/COB position. We find that companies splitting the combined CEO/COB position to conform to the Code's requirement did not exhibit any absolute or relative improvement in performance when compared to various peer-group benchmarks. We do not necessarily scoff at mandated board structures, but the evidence suggests that this particular legislature coerced the abandonment of the combined CEO/COB position and appears to be wide of the mark.

Abstract:
In 1992, the Cadbury Committee issued the code of Best Practice which recommends that boards of U.K. corporations include at least three outside directors and that the positions of chairman and CEO be held by different individuals. The underlying presumption was that these recommendations would lead to improved board oversight. We empirically analyze the relationship between CEO turnover and corporate performance. CEO turnover increased following issuance of the code; the negative relationship between CEO turnover and performance became stronger following the code's issuance; and the increase in sensitivity of turnover to performance was concentrated among firms that adopted the code.

Abstract:
A theoretical framework is developed for the analysis of the impact of executive succession in public organizations. The central concepts in the model are the motives of chief executives, the means at their disposal and the opportunities available for influencing performance. The main hypothesis that flows from the model is that the effect of executive succession is likely to be small but significant. Furthermore, the strength of the impact of succession is contingent on a variety of external and internal circumstances. Seventeen testable hypotheses concerning these contingency effects are presented as a research agenda for studies of top management change in the public sector. The theoretical arguments are illustrated with reference to UK local government.