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The Role of Boards of Directors in Corporate Governance: a Conceptual Framework and 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) November 2008 NBER Working Paper No. w14486 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 due to the joint endogeneity of makeup and actions. A focus of this survey is on 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: 60 working papers seriesDate posted: November 17, 2008Suggested CitationContact Information
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