Abstract

http://ssrn.com/abstract=1299212
 
 

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The Role of Boards of Directors in Corporate Governance: A Conceptual Framework & Survey


Renee B. Adams


University of New South Wales; Financial Research Network (FIRN); European Corporate Governance Institute (ECGI)

Benjamin E. Hermalin


University of California, Berkeley

Michael S. Weisbach


Ohio State University (OSU) - Department of Finance; National Bureau of Economic Research (NBER)

April 10, 2009

Charles A. Dice Center Working Paper No. 2008-21
ECGI - Finance Working Paper No. 228/2009
Fisher College of Business Working Paper No. 2008-03-020

Abstract:     
This paper is a survey of the literature on boards of directors, with an emphasis on research done subsequent to the Hermalin and Weisbach (2003) survey. The two questions most asked about boards are what determines their makeup and what determines their actions? These questions are fundamentally intertwined, which complicates the study of boards because makeup and actions are jointly endogenous. A focus of this survey is how the literature, theoretical as well as empirically, deals - or on occasions fails to deal - with this complication. We suggest that many studies of boards can best be interpreted as joint statements about both the director-selection process and the effect of board composition on board actions and firm performance.

Number of Pages in PDF File: 63

Keywords: endogenous governance, board of director selection and actions

JEL Classification: G34, L20

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Date posted: November 18, 2008 ; Last revised: July 23, 2012

Suggested Citation

Adams, Renee B. and Hermalin, Benjamin E. and Weisbach, Michael S., The Role of Boards of Directors in Corporate Governance: A Conceptual Framework & Survey (April 10, 2009). Charles A. Dice Center Working Paper No. 2008-21; ECGI - Finance Working Paper No. 228/2009; Fisher College of Business Working Paper No. 2008-03-020. Available at SSRN: http://ssrn.com/abstract=1299212 or http://dx.doi.org/10.2139/ssrn.1299212

Contact Information

Renée B. Adams
University of New South Wales ( email )
Sydney, NSW 2052
Australia
+61(2)93854280 (Phone)

Financial Research Network (FIRN)
C/- University of Queensland Business School
St Lucia, 4071 Brisbane
Queensland
Australia
HOME PAGE: http://www.firn.org.au

European Corporate Governance Institute (ECGI)
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
HOME PAGE: http://www.ecgi.org
Benjamin E. Hermalin
University of California, Berkeley ( email )
545 Student Services Building, #1900
2220 Piedmont Avenue
Berkeley, CA 94720
United States
510-642-7575 (Phone)
510-643-1420 (Fax)
Michael S. Weisbach (Contact Author)
Ohio State University (OSU) - Department of Finance ( email )
2100 Neil Avenue
Columbus, OH 43210-1144
United States

National Bureau of Economic Research (NBER)
1050 Massachusetts Avenue
Cambridge, MA 02138
United States
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