Co-opted Boards
提出两个衡量董事会构成的新指标，发现CEO上任后任命的董事比例越高，董事会的监督越弱，表现为业绩与CEO更替的敏感性降低、薪酬增加而绩效敏感性未同步提高、投资增加。
We develop two measures of board composition to investigate whether directors appointed by the CEO have allegiance to the CEO and decrease their monitoring. <it>Co-option</it> is the fraction of the board comprised of directors appointed after the CEO assumed office. As <it>Co-option</it> increases, board monitoring decreases: turnover-performance sensitivity diminishes, pay increases (without commensurate increase in pay-performance sensitivity), and investment increases. <it>Non-Co-opted Independence</it>—the fraction of directors who are independent and were appointed before the CEO—has more explanatory power for monitoring effectiveness than the conventional measure of board independence. Our results suggest that not all independent directors are effective monitors.