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The Role of Boards of Directors in Corporate Governance: A Conceptual Framework & SurveyRenee B. AdamsUniversity of New South Wales; Financial Research Network (FIRN); European Corporate Governance Institute (ECGI) Benjamin E. HermalinUniversity of California, Berkeley Michael S. WeisbachOhio 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 working papers seriesDate posted: November 18, 2008 ; Last revised: July 23, 2012Suggested CitationContact Information
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