The Role of Boards of Directors in Corporate Governance: A Conceptual Framework & Survey

The Role of Boards of Directors in Corporate Governance: A Conceptual Framework & Survey

Renée Adams, Benjamin Hermalin, Michael Weisbach

Series number :

Serial Number: 
228/2009

Date posted :

November 01 2008

Last revised :

October 30 2018
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Keywords

  • Endogenous governance • 
  • board of director selection and actions

This paper is a survey of the literature on boards of directors, with an emphasis on research done subsequent to the Hermalin and Weisbach (2003) survey. The two questions most asked about boards are what determines their makeup and what determines their actions?

These questions are fundamentally intertwined, which complicates the study of boards because makeup and actions are jointly endogenous. A focus of this survey is how the literature, theoretical as well as empirically, deals - or on occasions fails to deal - with this complication. We suggest that many studies of boards can best be interpreted as joint statements about both the director-selection process and the effect of board composition on board actions and firm performance.

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Published in

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Description: 
Charles A. Dice Center Working Paper No. 2008-21 | Fisher College of Business Working Paper No. 2008-03-020

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