Board meetings dynamics and information diffusion
利用意大利股票交易所要求披露董事会投票会议记录的独特规定，研究了董事会的参与、讨论、投票动态及其决策的市场信息扩散，发现信息扩散存在显著延迟，可能表明信息泄露。
Abstract Research Question/Issue This paper provides novel evidence on the dynamics of board meetings and the economic value of their decisions. We exploit a unique regulatory requirement of the Italian Stock Exchange that mandates the publication of board meeting minutes when the board votes on “price sensitive” matters to analyze detailed data about directors' participation, discussions, voting, and the dissemination of their decisions to the market. Research Findings/Insights In a large, multiyear sample of board meeting minutes, we show previously unavailable patterns of board meetings participation and discussion and highlight the moderating role of key governance mechanisms that shed novel light on the effectiveness of boards. Looking at the economic value of board meetings, we document significant delays in the diffusion of information in the market that may be indicative of information leakage. Theoretical/Academic Implications We contribute to the theoretical discussion about the role of boards. Our results are consistent with a supervisory approach model of boards where consensus is high and dissent is costly. However, they cast doubt on the efficacy of boards as a counterbalancing mechanism to the power of executives. Practitioner/Policy Implications Boards have grown in size and become increasingly complex. This study documents the actual discussion, participation, and voting dynamics of board meetings and provides evidence on the diffusion of information to market participants, which is valuable in the design of efficient corporate governance mechanisms.