Monitoring the Monitor: Distracted Institutional Investors and Board Governance
研究发现机构投资者分心会削弱董事会监督，具体表现为对无效董事投反对票减少、独立董事监督激励下降、董事会绩效变差，且无效独立董事更易被任命。
Abstract Boards are crucial to shareholder wealth. Yet little is known about how shareholder oversight affects director incentives. Using exogenous shocks to institutional investor portfolios, we find that institutional investor distraction weakens board oversight. Distracted institutions are less likely to discipline ineffective directors with negative votes. Consequently, independent directors face weaker monitoring incentives and exhibit poor board performance; ineffective independent directors are also more frequently appointed. Moreover, we find that the adverse effects of investor distraction on various corporate governance outcomes are stronger among firms with problematic directors. Our findings suggest that institutional investor monitoring creates important director incentives to monitor.