Download this Paper Open PDF in Browser

The Uncertain Relationship between Board Composition and Firm Performance

47 Pages Posted: 17 Oct 1997  

Sanjai Bhagat

University of Colorado at Boulder - Department of Finance

Bernard S. Black

Northwestern University - Pritzker School of Law; Northwestern University - Kellogg School of Management; European Corporate Governance Institute (ECGI)

Abstract

We survey the evidence on the relationship between board composition and firm performance. Boards of directors of American public companies that have a majority of independent directors behave differently, in a number of ways, than boards without such a majority. Some of these differences appear to increase firm value; others may decrease firm value. Overall, within the range of board compositions present today in large public companies, there is no convincing evidence that greater board independence correlates with greater firm profitability or faster growth. In particular, there is no empirical support for current proposals that firms should have "supermajority-independent boards" with only one or two inside directors. To the contrary, there is some evidence that firms with supermajority-independent boards are less profitable than other firms. This suggests that it may be useful for firms to have a moderate number of inside directors (say three to five on an average-sized eleven member board). We offer some possible explanations for these results, based on board dynamics, the informational advantages possessed by inside (and, often, affiliated) directors, and the value of interaction between different types of directors who bring different strengths to the board.

Notes: An earlier version of this article was announced as Stanford Law School, Olin Law and Economics Working Paper No. 175; and Columbia Law School, Law and Economics Working Paper No. 137.

JEL Classification: G32, G34

Suggested Citation

Bhagat, Sanjai and Black, Bernard S., The Uncertain Relationship between Board Composition and Firm Performance. As published in Business Lawyer, Vol. 54, pp. 921-963, 1999.. Available at SSRN: https://ssrn.com/abstract=11417 or http://dx.doi.org/10.2139/ssrn.11417

Sanjai Bhagat

University of Colorado at Boulder - Department of Finance ( email )

Campus Box 419
Boulder, CO 80309
United States
303-492-7821 (Phone)

Bernard Black (Contact Author)

Northwestern University - Pritzker School of Law ( email )

375 E. Chicago Ave
Chicago, IL 60611
United States
312-503-2784 (Phone)

Northwestern University - Kellogg School of Management

2001 Sheridan Road
Evanston, IL 60208
United States
847-491-5049 (Phone)

European Corporate Governance Institute (ECGI)

Brussels
Belgium

Paper statistics

Downloads
6,416
Rank
752
Abstract Views
24,264