Why Do Firms Appoint CEOs as Outside Directors?
Ecole Polytechnique Fédérale de Lausanne; Swiss Finance Institute
Nanyang Technological University - Division of Banking & Finance
René M. Stulz
Ohio State University (OSU) - Department of Finance; National Bureau of Economic Research (NBER); European Corporate Governance Institute (ECGI)
Fisher College of Business Working Paper No. 2008-03-009
Charles A. Dice Center for Research in Financial Economics Working Paper No. 2008-10
We examine the determinants of appointments of outside CEOs to boards and how these appointments impact the appointing companies. We find that CEOs are most likely to join boards of large established firms that are geographically close, pursue similar financial and investment policies, and have comparable governance mechanisms to their own firms. It is also more likely that CEOs join firms with low insider ownership and firms with boards that already have other CEO directors. Except for the case of board interlocks, there is no evidence supporting the view that CEO directors have any impact on the appointing firm during their tenure, either positively or negatively. Appointments of CEO directors do not have a significant impact on the appointing firm's operating performance, its decision-making, the compensation of its CEO, or on the monitoring of management by the board. However, operating performance drops significantly for CEO director appointments when the CEO of the appointing firm already sits on the board of the appointee's firm.
Number of Pages in PDF File: 59
Keywords: Director independence, new director appointment, director influence, quiet life
JEL Classification: G30, G34
Date posted: July 17, 2008
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