Corpus ID: 18133479

The Internal Governance of the Board 1

@inproceedings{Horstmeyer2011TheIG,
  title={The Internal Governance of the Board 1},
  author={Derek Horstmeyer},
  year={2011}
}
If the vast majority of director elections are uncontested (Bebchuk (2003); Cai et al. (2009)), then how does the board of directors structure itself to govern and monitor its own members? In this paper, I detail how the formation and composition of the nominating/governance committee relate to board member characteristics and firm determinants in a manner that is in accordance with the contracting relationship between shareholders and board members. For a sample of NYSE firms over the 2005 to… Expand

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References

SHOWING 1-10 OF 51 REFERENCES
The Operational Form of the Board 1
The board of directors for the average firm underwent a significant transformation between 1999 and 2005 not in terms of its size or the composition of its members, but in terms of the structure ofExpand
Board Committee Structures, Ownership, and Firm Performance 1
We examine cross-sectional variations on the committee structure of boards of directors for S&P firms during 1997 and 1998. We document that there is a significant amount of variation in the sampleExpand
The Myth of the Shareholder Franchise
The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. IExpand
The Determinants of Corporate Board Size and Composition: An Empirical Analysis
Many theories have been proposed to explain how corporate boards are structured. This paper groups these theories into three hypotheses and tests them empirically. We utilize a unique panel datasetExpand
Firm Performance and Board Committee Structure1
  • April Klein
  • Economics
  • The Journal of Law and Economics
  • 1998
This article demonstrates a linkage between firm performance and board composition by examining the committee structure of boards and the directors' roles within these committees. Consistent withExpand
Determinants of the Size and Structure of Corporate Boards: 1935-2000
We argue that the size and composition of corporate boards are determined by tradeoffs involving the information that directors bring to boards versus the coordination costs and free rider problemsExpand
The Effects and Unintended Consequences of the Sarbanes-Oxley Act on the Supply and Demand for Directors
Using eight thousand public companies, we study the impact of the Sarbanes-Oxley Act (SOX) of 2002 and other contemporary reforms on directors and boards, guided by their impact on the supply andExpand
A Theory of Board Control and Size
We extend the traditional view of corporate boards as monitors to include a role for outside board members as suppliers of expertise or information. Indeed, both outsiders and insiders may haveExpand
What Matters in Corporate Governance?
We investigate which provisions, among a set of twenty-four governance provisions followed by the Investor Responsibility Research Center (IRRC), are correlated with firm value and stockholderExpand
Boards: Does One Size Fit All?
This paper re-examines (1) the relation between firm value and board structure and (2) the factors associated with cross-sectional variation in board structure. Conventional wisdom and existingExpand
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