The Increasing Use of Non‐Executive Directors: Its Impact on UK Board Structure and Governance Arrangements
研究英国上市公司非执行董事数量增加的原因和影响，发现需求增加主要来自执行董事过多的公司，且合规与预期净收益正相关，但未发现公司因此大幅调整其他控制机制。
The last decade has seen a sharp increase in the number of non‐executive directors (NEDs) on the boards of UK listed firms. Using a sample period spanning the publication of the Cadbury Report (1992), this paper evaluates the implications of this increase. The main findings can be summarised as follows. First, the increased demand for NEDs has been more pronounced for firms classified as having proportionately too many executive board members in the pre‐Cadbury period. Secondly, the probability of compliance with the Cadbury Report's proposal for a minimum of three NEDs is positively related to the magnitude of the expected net benefits of adding further non‐executives to the board. Finally, there is little evidence that the increased use of NEDs caused firms to make costly adjustments to other elements of their control systems in an attempt to re‐equilibrate their governance portfolios. These findings are consistent with claims that the recent trend towards greater NED representation on UK boards may have helped to raise general governance standards.