内生选择的董事会及其对CEO的监督

Endogenously Chosen Boards of Directors and Their Monitoring of the CEO

American Economic Review · 1995
被引 1260 · 同刊同年前 3%
人大 A+FT50ABS 4*

中文导读

构建了一个模型,其中董事会对CEO的监督效果取决于董事会结构,新董事的独立性通过现有董事与CEO之间的讨价还价过程决定,CEO的议价能力基于其过往表现。

Abstract

This paper develops a model in which the effectiveness of the board's monitoring of the CEO depends on the board's structure or composition. The independence of new directors is determined through a bargaining process between the existing directors and the CEO. The CEO's bargaining position, and thus his influence over the board-selection process, depends on an updated estimate of the CEO's ability based on his prior performance. Many empirical findings about board structure and performance arise as equilibrium phenomena in this model. We also explore the implications of this model for proposed regulations of corporate governance structures.

董事会结构CEO监督董事会独立性公司治理