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Although most corporate directors face reelection by shareholders each year, directors of companies with classified boards are elected for multiple-year terms. Classified boards may engender managerial entrenchment, which may make directors less responsive to shareholders’ interest in corporate social responsibility (CSR). Alternatively, classified boards may engender a longer-term focus, which could make the board more willing to engage in projects with longer-term benefits, such as CSR. This study aims to assess whether larger boards, with potentially more diverse voices, may be positively related to CSR, and a larger board may change the classified boards/CSR relationship.

The authors examine the relationship between board type (companies with and without classified boards), board size and CSR for 4,489 firm-years (1,540 with classified boards and 2,949 without classified boards) from 2013 through 2015.

The authors find no difference in CSR strengths between companies with and without classified boards, but the authors do find that companies with classified boards have more CSR concerns than companies without classified boards. For all types of boards, a larger board size is associated with more CSR strengths and reduces the negative impact of having a classified board on CSR concerns.

Classified boards may be less responsive to shareholders’ preference for reduced company CSR concerns, but an increase in board size can mitigate this effect.

Classified boards may weaken a company’s CSR performance.

This is the first paper to consider the relationship between classified board and CSR.

The purpose of this paper is to examine the relationship between corporate governance and earnings management in US context and provide further insights on the effects of board of directors' characteristics on earnings management.

The paper uses a sample of three groups of US firms; where firms with relatively high negative, firms with relatively high positive, and those with low levels of discretionary accruals in the year 2004 are examined. Descriptive statistics, univariate analysis, multivariate analysis, board of directors' characteristics, and possible relationships between corporate governance variables and earnings management proxy provide the basis for discussion.

Firms with annually elected boards, small size boards, 100 percent independent nominating committees, and 100 percent independent compensation committees have more negative discretionary accruals. However, firms with 75‐90 percent independent board or firms with a board size of between nine and 12 have higher positive discretionary accruals.

Certain board characteristics may be the important factors associated with constraining the propensity of managers to engage in earnings management.

Results are limited by the accuracy of the models applied to isolate discretionary accruals. Additionally, the direction diverse of discretionary accruals may differ with selecting a time series of three or more years as a base for the analysis.

In contrast to prior literature, where board composition is defined as an insiders‐ or outsiders‐controlled board, this paper classifies board composition into seven discrete categories, using the same seven categories employed by Institutional Shareholder Services in evaluating and assigning corporate governance quotient scores to firms. The paper's major contributions to the existing literature are its findings that income‐increasing and income‐decreasing discretionary accruals have a different relationship with corporate governance practices and its expansion of the scope of corporate governance from board independence and audit committee independence to other corporate governance characteristics. This paper provides evidence that supports US regulators' initiatives that stronger corporate governance mechanisms provide greater monitoring of the financial accounting process and may be the important factors in improving the integrity of financial reporting.

This paper seeks to examine the relationship between board composition and firm performance using a board‐level aggregation variable.

This study uses linear regression to analyze the relationship between board role typology and firm performance using a panel data set of 277 non‐financial listed Malaysian firms over the period 2002‐2007.

The empirical results show that firm‐boards with a high representation of outside and foreign directors are associated with better performance compared to those firm‐boards that have a majority of insider executive and affiliated non‐executive directors.

The findings seem to imply that in widely owned firms a higher proportion of outsiders on the board reduces under‐investment and agency problems, which has significant economic implications.

This is the first study to use a board‐level aggregation variable to demonstrate the impact of boards' resourcefulness on firm performance.

The purpose of this paper is to examine the effect of board structure on non-US acquirer returns in 11,499 acquisition transactions from 60 countries during the period from 2001 to 2011.

In this paper the authors employ event study methodology and regression analyses including instrumental variables two-stage least squares regressions.

The authors find that board independence in non-US firms is associated with significantly higher acquirer returns, but this effect is only present in countries with lower levels of investor protection. The authors contribute to the literature by documenting that due to the substitution effect between internal and external governance, when external governance mechanisms are not adequately developed, better internal governance (as measured by higher degree of board independence) reduces agency problems and leads to better firm decisions and outcomes (as measured by the quality of corporate acquisitions).

The paper is the first to empirically examine the relation between board independence and acquirer returns in non-US firms. The findings have important implications for both company managers and national policy makers who are debating the costs and benefits associated with increasing the degree of board independence in publicly traded companies around the world.

This paper aims to investigate the roles of non-CEO inside directors (NCIDs) in the new CEO-firm matching process using the context of unplanned CEO departures when immediate CEO succession planning becomes a sole board responsibility. Although critics argue that inside directors decrease the monitoring effectiveness of a board, inside directors arguably possess superior firm-specific experience and knowledge that can be beneficial during the leadership transition.

The authors use a comprehensive, manually collected data set of unplanned CEO departures from 1993 to 2012.

The authors find that NCIDs play an important role in the CEO transitioning process. They help firms identify qualified inside replacements and provide stability as the new permanent or interim CEO. In addition, NCIDs facilitate the transfer of information and help the new external CEOs succeed. They show that the longer the NCID stays with the company, the longer the tenure of the new CEO. They also document that the presence of NCIDs improves operating and stock performance; especially when the new CEO is hired from outside of the firm.

The impact of NCIDs is particularly important when the firm hires an outsider as the new CEO. These results suggest that board composition affects frictions in the CEO labor market.

The literature has predominantly focused on the downside of having inside directors. Too many inside directors on a firm’s board is often associated with ineffective boards and entrenchment. To the contrary, the authors focus on a potential benefit of having inside directors.

This paper aims to analyze the impact of busy directors on bank risk. Busy directors are directors with multiple directorships and other corporate responsibilities.

First, univariate analysis is performed to see whether there are differences in governance structures of banks with busy boards and those with less‐busy boards of directors. Second, multivariate regression analysis is used with two measures of bank risk as the dependent variable to see whether busy directors impact bank risk, while controlling for other factors that may influence risk.

The paper finds that there are significant differences between banks in terms of governance structure when analyzing banks with busy boards and banks with less‐busy boards. Importantly, the study shows that bank risk is positively related to multiple board appointments of bank directors.

These results provide support for the “busyness hypothesis” as opposed to the “reputation hypothesis” and add to the understanding of whether busy directors hurt or help boards.

Results are important for regulators who seek to maintain a safe and sound banking system. Regulators can gain a better understanding of how much time and effort individual directors can contribute to a bank under examination.

This is the first study in the banking literature on multiple board appointments. It also uses a unique approach to test whether director busyness is a determinant of bank risk.

The purpose of this paper is to analyze and examine the relationship between busy boards and corporate performance in China.

Based on a sample of non‐financial listed companies in the Chinese stock market from 2007 to 2010, by defining several measures of busy board, the paper investigates the relationship between busy boards and corporate performance in China.

The paper finds many busy boards in Chinese listed companies; compared to companies without multiple directorships, the companies with multiple directorships have better corporate performance; the number of multiple directorships in boards should maintain a certain ratio, or the busy boards will be harmful to the corporate performance.

This is the first paper to analyze and examine the impacts of busy boards on firm performance in China directly. The findings are also useful to regulation of limiting the numbers of independent directors seated on other boards.

While the presence of women in the boardroom has been steadily increasing, shareholders have taken action to push firms which lag in this area to add women to their boards. The purpose of this study is to examine whether firms with more gender homogenous (i.e. male-dominated) boards are disproportionately targeted with shareholder proposals calling for increased board gender diversity, how gender diversity among other firm leadership moderates this relationship, and whether firms respond.

Firth logistic regression is used to analyze the rare occurrence of a shareholder proposal within a sample of 7,226 firm year observations from S&P 1,500 firms in the USA between 2010 and 2017. Ordinary least squares regression is used to examine the subsequent three-year change in board gender diversity using a sample of 3,917 firm year observations.

The empirical findings indicate that firms with gender homogenous boards are more likely to incur shareholder proposals aimed at increasing board gender diversity. Having women in leadership positions (e.g. as the Chief Executive Officer) weakens this relationship. Finally, despite most proposals failing to pass, board gender diversity dramatically increases following the rendering of a proposal.

This study adds to the understanding of the principal-agent relationship, offering novel insights into shareholder responses to the lack of gender diversity among the board and firm responses to such activism. Furthermore, the authors add to the understanding of expectation violations with regard to gender diversity within firm boards. Finally, the authors find that women in other leadership positions insulate the firm from such shareholder activism – an important boundary condition of the findings.

This paper aims to investigate the relationship between board interlocks and monitoring effectiveness for listed German companies in a context of risk governance. While agency-theory and resource-dependence-theory suggest a positive association between board interlocks and monitoring effectiveness, reasons such as limited temporal resources of busy board members may suggest a negative association.

By using panel data regression, the authors examined the association between board interlocks and monitoring effectiveness, which was approximated by excessive management compensation, pay-for-performance-sensitivity and CEO turnover-performance-sensitivity. The data set comprises 3,998 directorships for 132 listed German companies covering the period 2015-2017.

The authors find that board interlocks are associated with not only a more excessive management pay and less performance-sensitive turnover but also a higher pay-for-performance-sensitivity.

The study examines the impact of multiple directorships based on a German panel data set that includes both multiple appointments of members to national supervisory boards and all other appointments to national and international executive and supervisory bodies. The authors compile three measures to operationalize monitoring effectiveness.

The authors study the shareholder wealth effects of the adoption and subsequent litigation confirming the validity of shareholder right plans that are enacted to protect a firm’s net operating loss (NOL) carry forwards (tax benefit preservation plans (TBPPs)). The purpose of this paper is to expand the understanding of nontraditional shareholder rights plans, which are becoming increasingly more common.

This paper considers abnormal returns around TBPP adoptions and Delaware Court rulings that validated their use. The authors study 118 plans adopted between 1998 and 2011. Abnormal returns are measured using both a market model and a performance-matched sample.

The authors find that abnormal returns are negative at the announcement of a new TBPP. However, the full impact of plan adoption on share prices is not evident until the Delaware Courts validated their use. The Delaware Court rulings in the case of Selectica, Inc. v. Versata Enterprises, Inc. and Trilogy, Inc. are associated with additional negative wealth effects for both prior plan adopters and the firms most likely to consider adopting a plan. These results suggest that entrenchment concerns tend to outweigh the protection of NOL carry forwards when firms adopt TBPPs.

This study was the first to consider the adoption of TBPPs. Currently, it is the only study that considers Delaware Court rulings related to these plans, which allows us to successfully disentangle the entrenchment hypothesis from the potential alternative hypothesis that the negative announcement period returns are driven by investors updating their expectations for firm performance.