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The purpose of this paper is to examine how board tenure affects the compensation of CEOs using a sample of 93 publicly traded US banks.

The paper proposes a CEO allegiance hypothesis whereby long‐term relationships with executives and other directors will shift allegiance from shareholders to executives vs a more traditional expertise hypothesis that predicts superior monitoring of executives by directors with longer tenure. A generalized least squares regression methodology is used to examine the relationship between CEO compensation and outside director tenure.

For the full sample, board tenure variables were found to be insignificant. However, when examining a subsample of firms with CEO tenure of greater than six years or more, the relationship between CEO pay and the median tenure of outside directors becomes positive, supporting a CEO allegiance hypothesis.

On a caveat, since this study relies on data for large bank holding companies over a short period of time, further research is needed to determine if the results carry over to a broader sample of firms and across time.

The results suggest that the independence of outside directors may be compromised when they serve for longer tenure periods together with the same CEO; an important consideration for better corporate governance.

The study provides a unique examination of outside director independence from the perspective of board tenure and the long‐term relationships with executives and other directors that may result in allegiance shifts away from shareholders and towards managers.

The purpose of this study is to examine the effect of board composition on capital structure of a firm.

The paper uses data from firms listed in Nairobi Securities Exchange covering the period 2004-2012. Fixed effect regression model was estimated to test the effect of board composition on capital structure and how chief executive officer (CEO) tenure moderates the relationship.

The paper finds that board composition has important implications on capital structure decisions. Specifically, director independence is positively related to leverage, whereas CEO duality and tenure have negative and significant effect on leverage. In addition, the interaction effect of CEO tenure indicates that when CEOs have long tenure, the power of independent directors to influence capital structure decisions diminishes. Further, the study found that under long CEO tenure, long-tenure boards use less leverage in their capital structure. As expected, dual CEO with long tenure uses less leverage.

The study uses data from an emerging market, contrary to previous studies using data from developed markets, to test the relationship between board composition and leverage. Second, the paper tests the moderating effect of CEO tenure on board composition – leverage relationship based on the idea that entrenched CEO may influence the decision-making ability of directors, particularly capital structure decisions.

This study aims to examine whether the age and tenure of the chair of the board of directors are related to research and development (R&D) investment in China.

This study uses A-share manufacturing firms that traded on the Shanghai and Shenzhen stock exchange between 2009 and 2018. This study uses OLS regressions, controls for self-selection bias, and uses an instrumental variable to alleviate the concern of endogeneity.

This study finds that chair tenure has a negative relationship with R&D investment. This study does not find a significant relationship between chair age and R&D investment.

This study contributes to corporate governance and strategic management literature by highlighting chair tenure as a new factor affecting R&D investments. It also adds a significant contribution to the limited literature on the chair’s role in strategic decisions. Moreover, companies that are eager to strengthen corporate governance and maintain sustained innovation may reconsider the chair tenure. Given that many proposals for board governance reform explicitly stress the importance of limiting board tenure, this study contributes to policymakers by providing evidence in support of these proposals.

The aim of this paper is to examine the effect of structural and demographic board diversity as well as board tenure on family firms' environmental performance, by analyzing the differences between family and non-family businesses and within family firms.

Tobit regressions are applied to investigate the effect of independent directors, CEO non-duality, board gender diversity and board tenure on environmental performance. The study also controls for other board and firm characteristics, as well as for time, industry and country-fixed effects. In doing so, the authors rely on a sample of non-financial listed firms from France, Germany, Italy, Spain and Portugal over the period 2014–2021.

The authors find that women on the board positively influence environmental performance and this effect is significant only in family firms, although board tenure negatively moderates the relationship. Board independence significantly affects environmental performance only in non-family firms. A strong presence of family directors has a negative effect on family firms' environmental performance, especially when directors' turnover is low.

This paper examines the unexplored relationship between structural board diversity and environmental performance in family companies. This study provides empirical evidence on the association between gender diversity and family firms' environmental performance focusing for the first time on a European setting. Moreover, this study provides evidence of a different effect of board tenure in family and non-family businesses.

This study examines the impact of school-district governance characteristics, which include board and management entrenchment and budget and audit committee expertise, on fiscal measures. Despite the significant influence school boards have over the determination and use of the bulk of property taxes, virtually no empirical research exists that examines the influence of school-district governance structures on fiscal outcomes. We find a positive association between board entrenchment and spending and find a negative association between budget and audit committee expertise and spending. The findings of this study confirm that governance structure matters for fiscal outcomes and recommendations are provided to support efforts to improve fiscal efficiency of school-district governance.

The authors investigate the adoption of nomination committees in Australia and identify the managerial power perspective as one explanation for firms not establishing nomination committees. A positive outcome of establishing a nomination committee from the perspective of board diversity is also examined.

The authors adopt an archival approach by collecting data for firms listed on the Australian Securities Exchange (ASX) during the period 2010 to 2018. The authors establish the prevalence of nomination committees for small medium and large Australian firms. Regression analyses are used to determine whether the power of the chief executive officer (CEO) influences the adoption of a nomination committee. The association between having nomination committee and board diversity is also analyzed using regression analyses.

Less than half of firms adopt a nomination committee. Larger firms are more likely to adopt a nomination committee than medium and smaller sized firms. Firms with less powerful CEOs are more likely to adopt a nomination committee. Adoption of a nomination committee is also associated with greater board tenure dispersion and board gender diversity in medium and smaller sized firms.

Evidence on nomination committees provides original research that extends previous research focusing on the audit, risk and remuneration committees and samples restricted to large firms. The nomination committee has an important role to play in the appointment of directors yet limited evidence exists of the adoption rate, explanation for non-adoption and benefits of adoption. The authors add to this evidence.

In the wake of inconsistent findings between board diversity and firm performance, the purpose of this paper is to advance the research by examining the linear and non-linear nature of the relationship between board demographic diversity (gender, age, tenure, and education) and firm performance in Indian knowledge-intensive firms (KIFs).

This study uses a panel data set of top KIFs in India that is listed in National Stock Exchange’s Top-200 list for the period 2010-2014.

Results indicate that there exists a positive linear relationship between the overall board demographic diversity index (board gender, age, tenure, and education) and firm performance. Among the effects of individual board diversity variables, the authors have found that board age diversity positively whereas education diversity negatively influences firm performance. Furthermore, gender diversity and tenure diversity do not significantly influence the firm performance.

This study is based on the following demographic factors: gender, age, tenure, and level of education. The authors did not include other demographic variables such as nationality and language.

This research would help knowledge-intensive companies in designing their corporate boards. The results indicate that companies should have more diverse boards to enhance firm performance.

To the best of the authors’ knowledge, this is the first research to examine the effect of the overall board diversity index and individual board demographic diversity indices (gender, age, education, and tenure) on firm performance in the context of KIFs in India.

This study attempts to examine the relationship between board characteristics and dividend payout decisions of conventional and Islamic banks.

This study employed unbalanced panel data of both Indonesian conventional and Islamic banks over the period 2008–2021, estimated using tobit and logit models. Dividend payout decisions were measured using the dividend payout ratio and probability to pay dividends. Meanwhile, board characteristics were represented by board size, board independence, board gender diversity, board meeting, board chairman tenure and board chairman tenure.

The results show that, in the context of conventional banks, board meetings, board chairman tenure and board chairman tenure are correlated with higher dividend payout decisions, while board gender diversity indicates lower dividend payout decisions. On the other hand, in the context of Islamic banks, board size and board meetings are associated with higher dividend payout decisions, while board independence and board chairman tenure are related to lower dividend payout decisions.

This study fills the gaps in the literature on bank dividend policy. It also provides additional insights regarding the relationship between board characteristics and dividend payout decisions in the context of conventional and Islamic banks. In addition, this study gives essential contributions to regulators and investors of both banks, especially in a developing country, Indonesia.

This study is one of the first to provide empirical results regarding the relationship between board characteristics and dividend payout decisions of conventional and Islamic banks. Board characteristics are indicated as one of the fundamental factors that determine dividend payout decisions of both conventional and Islamic banks in Indonesia.

The purpose of this article is to examine if certain board characteristics have an impact on the total remuneration of top management and the ratio of stock-based remuneration to total top-management remuneration.

The study draws on data from the largest public Canadian companies, the constituents of the TSX/60 index. The study controls for firm size and profitability.

The authors concludes that total remuneration of top management is directly linked to board-member total remuneration and the board average number of director-tenure years. The study also shows that the ratio of stock-based to total top-management remuneration is positively affected by the percentage of independent directors, total remuneration of board directors, the ratio of stock-based remuneration of directors to their total remuneration and the average number of tenure years of the board of directors.

If regulators are determined to curb the excesses in top-management remuneration by means of promoting boards with certain characteristics, they should implement measures facilitating the control of directors’ remuneration and tenure, to discourage cronyistic behavior. Good corporate governance requires that the board act as a counterbalance to top management, ensuring that a substantial percentage of top-executive total compensation is variable, and not fixed. According to our findings, the boards that are the most likely to hold managerial avoidance of variable pay in check are those favoring director independence, variable director remuneration and longer director tenures.

The present article examines specifically the latter aspect, namely, the role of board characteristics (independence, size, compensation, board director ownership and tenure, etc.) in the determination of top-management compensation. This relationship is important because it allows us to further the analysis of corporate governance. If the above-mentioned traits of boards have a meaningful relationship with the compensation of the top management, one might conclude that certain practices in the composition of boards could influence good corporate governance practices. This is relevant for regulatory agencies, for investors and for corporations.

The article adds to the extant literature in a number of ways. Firstly, it considers the role of the traits of the board in the determination of the compensation of the top-management teams, and not only of the chief executive officer, as is the focus of previous literature. Secondly, the article focuses on the power interplay between boards and managers, and, more particularly, on the ability of boards to be an effective mechanism of corporate governance. Finally, the article examines the potential impact of board traits in the determination of top-management compensation in the context of Canadian firms, a subject that has received less attention from academic research, which has mostly concentrated on analyzing the issue in the US context.

The purpose of this study is to investigate the impact of board diversity on corporate social responsibility (CSR). The aim is twofold; does board diversity has any effect on CSR, do structural and demographic differences between one-tier and two-tier board models may impact this effect?

This paper applies a panel generalized method of moments estimator to a sample of 2,544 non-financial listed firms from 42 countries over the period of 2013–2017.

The findings reveal that board diversity leads to effective CSR. By distinguishing between diversity among boards from diversity within boards, the results display the effects of the specific variables that make up the manner and latter’s constructs within unitary and two-tier board structures. Specifically, this paper reveals that tenure, ideology and educational level (gender and nationality) predominantly appear to drive a firm’s CSR within one (two)-tier boards settings. These results remain consistent when robustness tests are ruled.

The study provides managers, investors and policymakers with knowledge about how among and within board diversity attributes favor the decision-making process around CSR. The evidence is useful for companies in setting the criteria to identify directors who can support their strategic decisions. It benefits, moreover, academics in better understanding firms’ CSR determinants and practices under different corporate board models.

Examining how different sets of board diversity affect firms’ CSR given divergences between one-tier and two-tier board structure is a useful and informative endeavor for all community actors.

Unlike prior studies that identify the limited scope of diversity, the study is the first to examine the effect of broader dimensions of board diversity on CSR under both one-tier and two-tier board settings. This paper provides a contribution to a greater understanding of the impacts underlying board models and different attributes of board diversity on CSR. This new understanding will help to improve predictions of different features of board diversity impacts on decision-making processes around organizational outcomes.