COMPROMISE ON THE BOARD: INVESTIGATING THE ANTECEDENTS AND CONSEQUENCES OF LEAD INDEPENDENT DIRECTOR APPOINTMENT
成果类型：
Article
署名作者：
Krause, Ryan; Withers, Michael C.; Semadeni, Matthew
署名单位：
Texas Christian University; Texas Christian University; Texas A&M University System; Texas A&M University College Station; Mays Business School; Arizona State University; Arizona State University-Tempe; Arizona State University; Arizona State University-Tempe
刊物名称：
ACADEMY OF MANAGEMENT JOURNAL
ISSN/ISSBN：
0001-4273
DOI：
10.5465/amj.2015.0852
发表日期：
2017
页码：
2239-2265
关键词：
CORPORATE GOVERNANCE
executive-compensation
CEO DUALITY
TOP MANAGEMENT
financial performance
golden parachutes
firm performance
POWER DYNAMICS
Agency problem
OWNERSHIP
摘要：
Board leadership has always been conceptualized as a tradeoff between two desirable yet mutually exclusive organizational attributes. Classical organization theory prescribes unity of command, achieved by combining the chief executive officer (CEO) and board chair positions; in contrast, agency theory prescribes independent monitoring, achieved by separating the CEO and board chair positions. Extant theory does not acknowledge the possibility that a compromise might exist between these competing theoretical prescriptions, one which might reduce their mutual exclusivity. Such a compromise has emerged in practice, however: the lead independent director. In the present research, we initiate theoretical exploration of this compromise between the prescriptions of agency theory and classical organization theory, addressing the questions of when a board will choose to appoint a lead independent director, who among the independent directors will serve in the position, how lead independent director appointment will impact firm performance, and whether this compromise is a permanent solution or a stepping stone to a more extreme outcome. Analysis of S&P 1500 firms from 2002 to 2012 reveals that lead independent director appointment reflects balanced power on the board, impacts firm performance positively under the right conditions, and generally becomes institutionalized as a permanent governance structure.