Monitoring the Monitor: Distracted Institutional Investors and Board Governance

Monitoring the Monitor: Distracted Institutional Investors and Board Governance

Claire Yang Liu, Angie Low, Ronald Masulis, Le Zhang

Series number :

Serial Number: 
531/2017

Date posted :

October 10 2017

Last revised :

April 16 2020
SSRN Share

Keywords

  • board of directors • 
  • shareholder activism • 
  • institutional investors • 
  • Board monitoring • 
  • Shareholder voting • 
  • Corporate governance

Boards are crucial to shareholder wealth. Yet, little is known about how shareholder oversight affects director incentives. Using exogenous industry shocks to institutional investor portfolios, we find that institutional investor distraction weakens board oversight. Distracted institutions are less likely to discipline ineffective directors.

Consequently, independent directors face weaker monitoring incentives and exhibit poor board performance; ineffective independent directors are also more frequently appointed. Moreover, we find that the adverse effects of investor distraction on various corporate governance outcomes are stronger among firms with problematic directors. Our findings suggest that institutional investor monitoring creates important director incentives to monitor.

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Published in

Published in: 
Publication Title: 
Review of Financial Studies (Forthcoming)

Authors

Real name:
Angie Low
Real name:
Claire Yang Liu
Real name:
Le Zhang