Corporate board composition, protocols, and voting behavior: Experimental evidence

• 成果类型: Article
• 署名作者: Gillette, AB; Noe, TH; Rebello, MJ
• 署名单位: University System of Georgia; Georgia State University; Tulane University
• 刊物名称: JOURNAL OF FINANCE
• ISSN/ISSBN: 0022-1082
• DOI: 10.1111/1540-6261.00595
• 发表日期: 2003
• 页码: 1997-2031
• 关键词: DIRECTORS; COMMUNICATION; agenda

摘要

We examine voting by a board designed to mitigate conflicts of interest between privately informed insiders and owners. Our model demonstrates that, as argued by researchers and the business press, boards with a majority of trustworthy but uninformed watchdogs can implement institutionally preferred policies. Our laboratory experiments strongly support this conclusion. Our model also highlights the necessity of penalties on insiders when there is dissension among board members. However, penalties for dissent appeared to have little impact on the experimental outcomes.