The wave of private equity deals has refocused attention on the role of the board of directors. There has now been sufficient experience and adaptation to identify some of the key issues for directors who― as in other takeover contexts― act as gatekeepers on the fundamental question of whether, and under what circumstances, a proposal for the sale of the company should be put before the stockho...

Many corporations reward their outside directors with a modest fee for each board meeting they attend. Using a large panel data set on director attendance behavior in publicly-listed firms for the period 1996–2003, we provide robust evidence that directors are less likely to have attendance problems at board meetings when board meeting fees are higher. This is surprising since meeting fees, on ...

Scholars and practitioners are interested in board effectiveness, yet we know relatively little about directors’ engagement in the boardroom. We integrate identity theory and social identity theory research with literature on board monitoring and resource provision to model how directors’ multiple identities affect their behavior. We propose that directors’ strength of identification with multi...

We use a bargaining framework to examine empirically the relations between director compensation and board-of-director independence. Our evidence suggests that independent directors have a bargaining advantage over the CEO that results in compensation more closely aligned with shareholders’ objectives. Firms with more outsiders on their boards award directors more equity-based compensation. Whe...

We document, describe and interpret changes in New Zealand corporate board characteristics between 1995 and 2010, a period centred around the 2003 introduction of the NZX Corporate Governance Best Practice Code. Unsurprisingly, the representation of non-executive, independent and female directors on NZ boards rose during the period, as did real chair and director fees and the importance of boar...

Stakeholder theory is a major approach to research on sustainability management. Firm characteristics, including corporate governance and business characteristics, can be represented in terms of their effects on stakeholders. In this study, a multi-regression model is used to examine the relationship between firm characteristics and the disclosure of sustainability reporting for the Taiwan 50 I...

This paper develops a model of communication and decision-making in corporate boards. The key element of the paper is that the quality of board communication is endogenous, because it depends on the e¤ort directors put into trying to communicate their information to others. In the model, directors may have biases regarding board decisions and may also be reluctant to disagree with other directo...