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Governance, Directors and Boards
This unique volume brings together contributions on corporate governance published in various disciplines, including accounting, economics, finance and management. Mahmoud Ezzamel presents a collection of seminal papers that focus on the relationship between boards of directors and corporate governance. Governance, Directors and Boards investigates such important issues as the composition of boards of directors, their key overall roles as mechanisms of governance, the impact of the board on the nature of decision making in contemporary organisations, and the role of the relationship between the board and the determination of executive remuneration.
More Information
Critical Acclaim
Contributors
Contents
More Information
This unique volume brings together contributions on corporate governance published in various disciplines, including accounting, economics, finance and management. Mahmoud Ezzamel presents a collection of seminal papers that focus on the relationship between boards of directors and corporate governance. Governance, Directors and Boards investigates such important issues as the composition of boards of directors, their key overall roles as mechanisms of governance, the impact of the board on the nature of decision making in contemporary organisations, and the role of the relationship between the board and the determination of executive remuneration.
Critical Acclaim
‘This is unquestioningly an essential reference work for any person who wants to muster a good knowledge of this research area. Highly recommended reading for researchers.’
– Gestion 2000
‘This book by Professor Ezzamel represents a major milestone in the literature on corporate governance by integrating most of the leading edge research on governance, directors and boards in a single volume. I am particularly impressed by the interdisciplinary nature of this book and the painstaking effort at creating a collection of empirical papers that build upon each other in an additive fashion. This book is a “must have” in the personal library of corporate governance scholars and should be widely used around doctoral programs in strategy around the world.’
– Luis Gomez-Mejia, Arizona State University, US
– Gestion 2000
‘This book by Professor Ezzamel represents a major milestone in the literature on corporate governance by integrating most of the leading edge research on governance, directors and boards in a single volume. I am particularly impressed by the interdisciplinary nature of this book and the painstaking effort at creating a collection of empirical papers that build upon each other in an additive fashion. This book is a “must have” in the personal library of corporate governance scholars and should be widely used around doctoral programs in strategy around the world.’
– Luis Gomez-Mejia, Arizona State University, US
Contributors
23 articles, dating from 1987 to 2002
Contributors include: D. Hambrick, B.E. Hermalin, R.E. Hoskisson, R. Kosnik, W. Ocasio, A. Pettigrew, M.S. Weisbach, J.D. Westphal, E.J. Zajac
Contributors include: D. Hambrick, B.E. Hermalin, R.E. Hoskisson, R. Kosnik, W. Ocasio, A. Pettigrew, M.S. Weisbach, J.D. Westphal, E.J. Zajac
Contents
Contents:
Acknowledgements
Introduction: Boards of Directors: Composition, Dynamics and Effects Mahmoud Ezzamel
PART I DETERMINANTS OF BOARD COMPOSITION/BOARD DYNAMICS
1. Benjamin E. Hermalin and Michael S. Weisbach (1988), ‘The Determinants of Board Composition’
2. Michael S. Weisbach (1988), ‘Outside Directors and CEO Turnover;
3. Jay Dahya, John J. McConnell and Nickolaos G. Travlos (2002), ‘The Cadbury Committee, Corporate Performance, and Top Management Turnover’
4. Wei Shen and Albert A. Cannella, Jr. (2002), ‘Power Dynamics within Top Management and Their Impacts on CEO Dismissal Followed by Inside Succession’
5. James D. Westphal and Edward J. Zajac (1995), ‘Who Shall Govern? CEO/Board Power, Demographic Similarity, and New Director Selection’
6. Edward J. Zajac and James D. Westphal (1996), ‘Director Reputation, CEO-Board Power, and the Dynamics of Board Interlocks’
7. Jeffrey A. Alexander, Mary L. Fennell and Michael T. Halpern (1993), ‘Leadership Instability in Hospitals: The Influence of Board-CEO Relations and Organizational Growth and Decline’
8. William Ocasio and Hyosun Kim (1999), ‘The Circulation of Corporate Control: Selection of Functional Backgrounds of New CEOs in Large U.S. Manufacturing Firms, 1981–1992’
PART II BOARD CHARACTERISTICS AND DECISION MAKING
9. Benjamin E. Hermalin and Michel S. Weisbach (1998), ‘Endogenously Chosen Boards of Directors and Their Monitoring of the CEO’
10. Barry Baysinger and Robert E. Hoskisson (1990), ‘The Composition of Boards of Directors and Strategic Control: Effects on Corporate Strategy’
11. Terry McNulty and Andrew Pettigrew (1999), ‘Strategists on the Board’
12. Mason A. Carpenter and James D. Westphal (2001), ‘The Strategic Context of External Network Ties: Examining the Impact of Director Appointments on Board Involvement in Strategic Decision Making’
13. Rita D. Kosnik (1987), ‘Greenmail: A Study of Board Performance in Corporate Governance’
PART III BOARD CHARACTERISTICS AND ORGANISATIONAL PERFORMANCE
14. David Yermack (1996), ‘Higher Market Valuation of Companies with a Small Board of Directors’
15. Dan R. Dalton, Catherine M. Daily, Jonathan L. Johnson and Alan E. Ellstrand (1999), ‘Number of Directors and Financial Performance: A Meta-Analysis’
16. John A. Pearce II and Shaker A. Zahra (1991), ‘The Relative Power of CEOs and Boards of Directors: Associations with Corporate Performance’
17. James D. Westphal (1999), ‘Collaboration in the Boardroom: Behavioral and Performance Consequences of CEO-Board Social Ties’
18. Donald C. Hambrick, Theresa S. Cho and Ming-Jer Chen (1996), ‘The Influence of Top Management Team Heterogeneity on Firms'' Competitive Moves’
PART IV BOARD CHARACTERISTICS AND CEO COMPENSATION
19. Charles J. Hadlock and Gerald B. Lumer (1997), ‘Compensation, Turnover, and Top Management Incentives: Historical Evidence’
20. Brian K. Boyd (1994), ‘Board Control and CEO Compensation’
21. Kevin F. Hallock (1997), ‘Reciprocally Interlocking Boards of Directors and Executive Compensation’
22. James Wade, Charles A. O''Reilly III and Ike Chandratat (1990), ‘Golden Parachutes: CEOs and the Exercise of Social Influence’
23. Mahmoud Ezzamel and Robert Watson (2002), ‘Pay Comparability Across and Within UK Boards: An Empirical Analysis of the Cash Pay Awards to CEOs and Other Board Members’
Name Index
Acknowledgements
Introduction: Boards of Directors: Composition, Dynamics and Effects Mahmoud Ezzamel
PART I DETERMINANTS OF BOARD COMPOSITION/BOARD DYNAMICS
1. Benjamin E. Hermalin and Michael S. Weisbach (1988), ‘The Determinants of Board Composition’
2. Michael S. Weisbach (1988), ‘Outside Directors and CEO Turnover;
3. Jay Dahya, John J. McConnell and Nickolaos G. Travlos (2002), ‘The Cadbury Committee, Corporate Performance, and Top Management Turnover’
4. Wei Shen and Albert A. Cannella, Jr. (2002), ‘Power Dynamics within Top Management and Their Impacts on CEO Dismissal Followed by Inside Succession’
5. James D. Westphal and Edward J. Zajac (1995), ‘Who Shall Govern? CEO/Board Power, Demographic Similarity, and New Director Selection’
6. Edward J. Zajac and James D. Westphal (1996), ‘Director Reputation, CEO-Board Power, and the Dynamics of Board Interlocks’
7. Jeffrey A. Alexander, Mary L. Fennell and Michael T. Halpern (1993), ‘Leadership Instability in Hospitals: The Influence of Board-CEO Relations and Organizational Growth and Decline’
8. William Ocasio and Hyosun Kim (1999), ‘The Circulation of Corporate Control: Selection of Functional Backgrounds of New CEOs in Large U.S. Manufacturing Firms, 1981–1992’
PART II BOARD CHARACTERISTICS AND DECISION MAKING
9. Benjamin E. Hermalin and Michel S. Weisbach (1998), ‘Endogenously Chosen Boards of Directors and Their Monitoring of the CEO’
10. Barry Baysinger and Robert E. Hoskisson (1990), ‘The Composition of Boards of Directors and Strategic Control: Effects on Corporate Strategy’
11. Terry McNulty and Andrew Pettigrew (1999), ‘Strategists on the Board’
12. Mason A. Carpenter and James D. Westphal (2001), ‘The Strategic Context of External Network Ties: Examining the Impact of Director Appointments on Board Involvement in Strategic Decision Making’
13. Rita D. Kosnik (1987), ‘Greenmail: A Study of Board Performance in Corporate Governance’
PART III BOARD CHARACTERISTICS AND ORGANISATIONAL PERFORMANCE
14. David Yermack (1996), ‘Higher Market Valuation of Companies with a Small Board of Directors’
15. Dan R. Dalton, Catherine M. Daily, Jonathan L. Johnson and Alan E. Ellstrand (1999), ‘Number of Directors and Financial Performance: A Meta-Analysis’
16. John A. Pearce II and Shaker A. Zahra (1991), ‘The Relative Power of CEOs and Boards of Directors: Associations with Corporate Performance’
17. James D. Westphal (1999), ‘Collaboration in the Boardroom: Behavioral and Performance Consequences of CEO-Board Social Ties’
18. Donald C. Hambrick, Theresa S. Cho and Ming-Jer Chen (1996), ‘The Influence of Top Management Team Heterogeneity on Firms'' Competitive Moves’
PART IV BOARD CHARACTERISTICS AND CEO COMPENSATION
19. Charles J. Hadlock and Gerald B. Lumer (1997), ‘Compensation, Turnover, and Top Management Incentives: Historical Evidence’
20. Brian K. Boyd (1994), ‘Board Control and CEO Compensation’
21. Kevin F. Hallock (1997), ‘Reciprocally Interlocking Boards of Directors and Executive Compensation’
22. James Wade, Charles A. O''Reilly III and Ike Chandratat (1990), ‘Golden Parachutes: CEOs and the Exercise of Social Influence’
23. Mahmoud Ezzamel and Robert Watson (2002), ‘Pay Comparability Across and Within UK Boards: An Empirical Analysis of the Cash Pay Awards to CEOs and Other Board Members’
Name Index
