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CEO Involvement in the Selection of New Board Members: An Empirical Analysis

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TLDR
This article found that stock price reactions to independent director appointments are significantly lower when the CEO is involved in the selection of new directors compared to when no CEO involvement is required, and they found that companies remove CEOs from involvement in board selection.
Abstract
We study whether CEO involvement in the selection of new directors influences the nature of appointments to the board. When the CEO serves on the nominating committee or no nominating committee exists, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in director selection. Our evidence may illuminate a mechanism used by CEOs to reduce pressure from active monitoring, and we find a recent trend of companies removing CEOs from involvement in director selection.

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Citations
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Book

Pay without Performance: The Unfulfilled Promise of Executive Compensation

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References
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Journal ArticleDOI

Large Shareholders and Corporate Control

TL;DR: In this article, the authors explore a model in which the presence of a large minority shareholder provides a partial solution to the free-rider problem in a corporation with many small owners, where the corporation may not pay any one of them to monitor the performance of the management.
Journal ArticleDOI

Higher market valuation of companies with a small board of directors

TL;DR: In this paper, the authors present evidence consistent with theories that small boards of directors are more effective, using Tobin's Q as an approximation of market valuation, and find an inverse association between board size and firm value in a sample of 452 large U.S. industrial corporations.
Journal ArticleDOI

Outside directors and CEO turnover

TL;DR: This article examined the relation between the monitoring of CEOs by inside and outside directors and CEO resignations using stock returns and earnings changes as measures of prior performance, and found that there is a stronger association between prior performance and the probability of a resignation.
Journal ArticleDOI

Corporate governance, chief executive officer compensation, and firm performance

TL;DR: This article found that measures of board and ownership structure explain a significant amount of cross-sectional variation in CEO compensation, after controlling for standard economic determinants of pay, and that CEOs earn greater compensation when governance structures are less effective.
Journal ArticleDOI

The Effects of Board Composition and Direct Incentives on Firm Performance

TL;DR: In this paper, the authors measure difference in firm performance caused by broad composition and ownership structure and control for a number of otheк variables that are likely to be correlated with corporate performance.
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