A Theory of Friendly Boards

Award Winner: 
Winner of the 2006 Egon Zehnder International Prize (Best paper on company boards and their role in corporate governance)

A Theory of Friendly Boards

Renée Adams, Daniel Ferreira

Series number :

Serial Number: 
100/2005

Date posted :

October 01 2005

Last revised :

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This paper analyzes the consequences of the board's dual role as an advisor as well as a monitor of management. As a result of this dual role, the CEO faces a trade-off in disclosing information to the board. On the one hand, if he reveals his information, he gets better advice. On the other hand, a more informed board will monitor him more intensively.

Since an independent board is a tougher monitor, the CEO may be reluctant to share information with it. Thus, our model shows that management-friendly boards can be optimal. Using the insights from the model, we analyze the differences between a sole board system, such as in the United States, and the dual board system, as in various countries in Europe. We highlight several policy implications of our analysis.

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Published in

Published in: 
Publication Title: 
The Journal of Finance
Description: 
62 (1), 217-250

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