Executive Suite Independence: Is It Related to Board Independence?

• 成果类型: Article
• 署名作者: Kim, E. Han; Lu, Yao
• 署名单位: University of Michigan System; University of Michigan; Tsinghua University
• 刊物名称: MANAGEMENT SCIENCE
• ISSN/ISSBN: 0025-1909
• DOI: 10.1287/mnsc.2016.2603
• 发表日期: 2018
• 页码: 1015-1033
• 关键词: C-suite; CEO connectedness in executive suites; CEO-independent director social ties; independent board requirement; corporate governance; Information environment

摘要

The executive suite and the board are closely bound to each other through their fiduciary responsibility to the same shareholders. With chief executive officers' (CEOs) prominent role in both governing bodies, their independence from CEOs' self-serving behavior might be related to each other. We explore the interdependence using an external shock increasing board independence. The shock weakens executive suite independence by increasing CEO connectedness within executive suites through appointments and preexisting social ties. We also uncover interesting dynamics between the two governing bodies: (1) the spillover does not occur when treated firms increase CEO-independent director social ties, suggesting CEO-executive connections and CEO-director connections are substitutes; (2) consistent with theories of board independence, when an information environment calls for dependent boards, increasing CEO-executive connections, which helps negate the shock effect on the board, has positive marginal effects on firm performance. Our findings are not driven by the Sarbanes-Oxley Act and are robust to a battery of other tests. We conclude that independence in the board and executive suite are inversely related; inferring the overall independence from board independence alone can be highly misleading.