公司董事会中的沟通与决策

Communication and Decision-Making in Corporate Boards

Review of Financial Studies · 2013
被引 123
人大 AFT50UTD24ABS 4*

中文导读

研究了董事会中时间压力、管理层权力和声誉顾虑如何影响董事沟通,发现更强的从众压力反而促进有效沟通,因此公开投票可能更优。

Abstract

Time constraints, managerial power, and reputational concerns can impede board communication. This paper develops a model where board decisions depend on directors' effort in communicating their information to others. I show that directors communicate more effectively when pressure for conformity is stronger—that is, when directors are more reluctant to disagree with each other. Hence, open ballot voting can be optimal, even though it induces directors to disregard their information and conform their votes to others. I also show that communication can be more efficient when directors' preferences are more diverse. The analysis has implications for executive sessions, transparency, and committees.

董事会沟通决策机制从众压力投票规则