董事会构成:平衡S&P 500公司中的家族影响

Board Composition: Balancing Family Influence in S&P 500 Firms

ADMINISTRATIVE SCIENCE QUARTERLY · 2004
被引 1169 · 同刊同年前 6%
人大 A+FT50UTD24ABS 4*

中文导读

研究S&P 500中家族控股企业如何通过独立董事限制大股东侵占,发现独立董事平衡家族代表时公司价值最高,而家族主导且独立董事少时绩效更差。

Abstract

We examine the mechanisms used to limit expropriation of firm wealth by large shareholders among S&P 500 firms with founding-family ownership. Consistent with agency theory, we find that the most valuable public firms are those in which independent directors balance family board representation. In contrast, in firms with continued founding-family ownership and relatively few independent directors, firm performance is significantly worse than in non-family firms. We also find that a moderate family board presence provides substantial benefits to the firm. Additional tests suggest that families often seek to minimize the presence of independent directors, while outside shareholders seek independent director representation. These findings highlight the importance of independent directors in mitigating conflicts between shareholder groups and imply that the interests of minority investors are best protected when, through independent directors, they have power relative to family shareholders. We argue that expanding the discussion beyond manager-shareholder conflicts to include conflicts between shareholder groups provides a richer setting in which to explore corporate governance and the balance of power in U.S. firms.

公司治理家族企业董事会独立性股东冲突