Why do CEOs hold non‐executive directorships? An analysis of the role of governance and ownership

Abstract

Purpose

This paper seeks to investigate the holding of non‐executive directorships by CEOs in a sample of 387 large UK companies. The main objective of the paper is to ascertain whether the holding of additional directorships by CEOs is influenced by the governance and ownership characteristics of their companies.

Design/methodology/approach

The approach takes the form of an empirical analysis of the holding of non‐executive directorships by 387 CEOs of large UK companies.

Findings

The study finds that 101 CEOs (26 per cent) hold at least one non‐executive directorship but the most any single CEO holds is three with the vast majority holding one other directorship. CEOs who also serve as chairman are more likely to hold non‐executive directorships while CEOs in companies with greater concentration of external ownership are less likely to hold other directorships. The study finds no evidence that either non‐executive representation or managerial ownership (including CEO ownership) influences the holding of additional directorships. The holding of additional directorships is positively related to company size, suggesting that the more complex environment in which CEOs of large companies operate leads to the offer of additional directorships.

Originality/value

The findings are important as they key into an ongoing debate on whether the holding of additional directorships by CEOs is consistent with good governance practice. The evidence presented here provides mixed information for governance regulators. While a significant majority of CEOs do not hold additional directorships, there is evidence that weaker board and external ownership monitoring is associated with a greater likelihood that CEOs will sit on other boards.

Citation

O'Sullivan, N. (2009), "Why do CEOs hold non‐executive directorships? An analysis of the role of governance and ownership", Management Decision, Vol. 47 No. 5, pp. 760-777. https://doi.org/10.1108/00251740910960105

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