COMMANDING BOARD OF DIRECTOR ATTENTION: INVESTIGATING HOW ORGANIZATIONAL PERFORMANCE AND CEO DUALITY AFFECT BOARD MEMBERS' ATTENTION TO MONITORING

• 成果类型: Article
• 署名作者: Tuggle, Christopher S.; Sirmon, David G.; Reutzel, Christopher R.; Bierman, Leonard
• 署名单位: University of Missouri System; University of Missouri Columbia; Texas A&M University System; Texas A&M University College Station; Mays Business School; Utah System of Higher Education; Utah State University
• 刊物名称: STRATEGIC MANAGEMENT JOURNAL
• ISSN/ISSBN: 0143-2095
• DOI: 10.1002/smj.847
• 发表日期: 2010
• 页码: 946-968
• 关键词: Board of directors; monitoring; CEO DUALITY; ATTENTION-BASED VIEW; prospect theory; POWER

摘要

Boards of directors' attention to monitoring represents an understudied topic in corporate governance. By analyzing hundreds of board meeting transcripts, we find that board members do not maintain constant levels of attention toward monitoring, but instead selectively allocate attention to their monitoring function. Drawing from the attention-based view, prospect theory, and the literature on power, we find that deviation from prior performance and CEO duality affect this allocation. Specifically, while negative deviation from prior performance increases boards' attention to monitoring, positive deviation from prior performance reduces it. The presence of duality also reduces the boards' allocation of attention to monitoring. Additional analysis demonstrates that the effects of duality are realized in part by the CEO-chair's control of the meeting's agenda and location. Finally, the results show that duality and deviation from prior performance interactively affect boards' attention to monitoring. In total, we find that board members do not consistently monitor management in order to protect shareholder value, a proposition often assumed within governance research; rather, our results demonstrate that board members' monitoring behaviors are contextually, dependent. The contextual dependency of board attention to monitoring suggests that additional efforts may be needed to ensure the protection of shareholders' interests. Copyright (C) 2010 John Wiley & Sons, Ltd.