Why do firms appoint CEOs as outside directors?

• 成果类型: Article
• 署名作者: Fahlenbrach, Ruediger; Low, Angie; Stulz, Rene M.
• 署名单位: University System of Ohio; Ohio State University; Swiss Finance Institute (SFI); Swiss Federal Institutes of Technology Domain; Ecole Polytechnique Federale de Lausanne; Nanyang Technological University; National Bureau of Economic Research; European Corporate Governance Institute
• 刊物名称: JOURNAL OF FINANCIAL ECONOMICS
• ISSN/ISSBN: 0304-405X
• DOI: 10.1016/j.jfineco.2010.01.003
• 发表日期: 2010
• 页码: 12-32
• 关键词: Director independence; New director appointment; Director influence; Interlocked boards; governance

摘要

Companies actively seek to appoint outside CEOs to their boards. Consistent with our matching theory of outside CEO board appointments, we show that such appointments have a certification benefit for the appointing firm. CEOs are more likely to join boards of large established firms that are geographically close, pursue similar financial and investment policies, and have comparable governance to their own firms. The first outside CEO director appointment has a higher stock-price reaction than the appointment of another outside director. Except for a decrease in operating performance following the appointment of an interlocked director, CEO directors do not affect the appointing firm's operating performance, decision-making, and CEO compensation. (c) 2010 Elsevier B.V. All rights reserved.