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Contribution Details

Type Journal Article
Scope Discipline-based scholarship
Title Board independence and competence
Organization Unit
Authors
  • Alexander Wagner
Item Subtype Original Work
Refereed Yes
Status Published in final form
Language
  • English
Journal Title Journal of Financial Intermediation
Publisher Elsevier
Geographical Reach international
ISSN 1042-9573
Volume 20
Number 1
Page Range 71 - 93
Date 2011
Abstract Text This paper analyzes board independence and competence as distinct, but inextricably linked aspects of board effectiveness. Competent directors add shareholder value because they have better information about the quality of projects. While a CEO cares about shareholder value, he also wants his board to behave loyally to him by agreeing to projects that give him private benefits. Because many aspects of the CEO-board relationship are not contractible, the paper studies a model of relational contracts, a tool that has hitherto been rarely used in work on corporate governance. The analysis reveals a tradeoff: Inefficient loyalty is endogenously easier to obtain from a less competent board. The implied conflict of interest between shareholders and the CEO is particularly pronounced in difficult times. Fortunately, the tradeoff does not arise with respect to efficient loyalty. Several empirical predictions flow from the model, some of which explain existing empirical facts while others are new.
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Digital Object Identifier 10.1016/j.jfi.2010.06.002
Other Identification Number merlin-id:417
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