公司治理外文资料精粹（一）.pdf

Boards of Directors as an Endogenously Determined Institution:
A Survey of the Economic Literature




Benjamin E. Hermalin
University of California at Berkeley

and

Michael S. Weisbach
University of Illinois

June 15, 2000

Abstract

This paper surveys the economic literature on boards of directors. Although a legal requirement for many
organizations, boards are also an endogenously determined governance mechanism for addressing agency
problems inherent to anizations. Formal theory on boards of directors has been quite limited to
this point. Most empirical work on boards has been aimed at answering one of three questions:
1) How do board characteristics such position or size related to profitability?
2) How do board characteristics affect the observable actions of the board?
3) What factors affect the makeup of boards and how they evolve over time?
The primary findings from the empirical literature on boards are: position is not related to
corporate performance, while board size is negatively related to corporate performance. Both board
composition and size are correlated with the quality of the board’s decisions regarding CEO replacement,
acquisitions, poison pills, and pensation. Finally, boards appear to evolve over time as a
function of the bargaining power of the CEO relative to the existing directors. Firm performance, CEO
turnover, and changes in ownership structure appear to be important factors affecting changes to boards.



The NSF (Grant SBR-9616675) and the Willis H. Booth Chair in Banking & Finance provided financial
support. We thank Kevin Hallock and Anil Shivdasani for ments on an earlier draft, and
Hamid Mehran for encouraging us to write this paper. The authors can be reached at
******@ and ******@.
1. Introduction

Most large and even many anizations are governed by a board of directors. Having a
board of directors is one of