Length of Board Tenure and Outside Director Independence
检验了外部董事任期长度的两种对立观点:专长假说认为长任期代表董事的投入和经验,而管理层友好假说则认为长任期董事可能偏袒管理层。研究发现,任期20年以上的资深董事更可能来自与管理层关系密切的职业,且更可能进入提名和薪酬委员会,其参与薪酬委员会与CEO高薪相关,支持了管理层友好假说,提示需要设定董事任期限制。
I posit and test two competing views on the significance of outside director tenure lengths; the expertise hypothesis suggesting that extended board service time is a sign of director commitment, experience, and competence and the management‐friendliness hypothesis suggesting that extended board service time marks directors who befriend management at the expense of shareholders. I find evidence that Senior directors, defined as directors with twenty or more years of board service, are almost twice as likely to occupy a ‘management‐affiliated’ profession compared to the rest, and that they are also more likely to staff the firm's nominating and compensation committees. Senior director participation in the compensation committee is associated with higher pay for the CEO, especially when the CEO is more powerful in the firm. These results are consistent with the management‐friendliness hypothesis, and highlight a need for setting term limits for directors.