CEO Involvement in the Selection of New Board Members: An Empirical Analysis
研究CEO参与新董事选任是否影响董事会构成,发现CEO参与时公司任命更少独立外部董事、更多有利益冲突的灰色董事,且市场对独立董事任命的反应更差。
We study whether CEO involvement in the selection of new directors influences the nature of appointments to the board. When the CEO serves on the nominating committee or no nominating committee exists, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in director selection. Our evidence may illuminate a mechanism used by CEOs to reduce pressure from active monitoring, and we find a recent trend of companies removing CEOs from involvement in director selection.