THREE ESSAYS ON CORPORATE BOARDS 公开
Kim, Seoyoung (2009)
Published
Abstract
My purpose is to examine the composition and structure of corporate boards, and their implications for firm performance and monitoring and disciplinary effectiveness. In my first essay, I explore the nature and extent of financially affiliated directors' involvement within the board. I find that affiliated directors are given substantially greater committee involvement when the CEO is directly involved in apportioning committee assignments, and their involvement is negatively associated with firm value and subsequent operating performance. In my second essay, I examine how social ties affect a director's capacity to objectively monitor and discipline the CEO. I find that CEOs enjoy higher compensation packages that are less sensitive to performance when they share social ties with members of the board. In my third essay, I examine how social ties affect the financial-reporting process, as well as how firms respond to increased regulatory constraints concerning board and committee composition. I find that social ties between the CEO and members of the audit committee contribute to higher levels of earnings management. Moreover, I find that audit committees appointing socially affiliated replacements (for the departing conventionally affiliated members) in the post Sarbanes Oxley period manage earnings more than those that do not, suggesting the growing importance of social ties as an alternate, unregulated attempt by which CEOs capture the financial reporting process.
Table of Contents
Table of Contents Introduction 1
First essay: Affiliated directors: advisors or rubber stamps? 1. Introduction 4 2. Motivation and hypotheses 7 3. Data description and discussion of measures 9 4. CEO, committee, board, and firm characteristics 15 5. Empirical results 23 6. Conclusion 33
Second essay: It pays to have friends 1. Introduction 35 2. Motivation, hypotheses, and identification of social ties 39 3. Data description 45 4. Empirical results 54 5. Contribution and discussion 71 6. Conclusion 74
Third essay: Earnings management and social ties 1. Introduction 75 2. Motivation, identification, and hypotheses 78 3. Data description 82 4. Empirical results 88 5. Conclusion 99
Conclusion 100
Appendices 101
References 120
Tables 129
Figures 168
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