The value of board commitment
成果类型：
Article
署名作者：
Baldenius, Tim; Meng, Xiaojing; Qiu, Lin
署名单位：
Columbia University; New York University; University of Hong Kong
刊物名称：
REVIEW OF ACCOUNTING STUDIES
ISSN/ISSBN：
1380-6653
DOI：
10.1007/s11142-021-09586-9
发表日期：
2021
页码：
1587-1622
关键词：
摘要：
Boards can learn about the environment of their firms through information gathering and communicating with the CEO. In the post-Sarbanes-Oxley environment, some boards have taken steps to shape the communication more proactively by committing to decision rules, such as spending limits, before eliciting a report from the CEO. All else equal, such commitment power on the part of the board improves its communication with the CEO. However, taking into consideration the endogeneity of board composition/bias, we show that the board's commitment power may in fact impede such communication, in equilibrium, by prompting the shareholders to appoint a more antagonistic board. We identify other cases where, in equilibrium, the board's commitment power does foster communication, but ultimately reduces shareholder value, because the improved information flow dampens the board's effort incentives. We discuss applications of our model to board staggering.
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