Conseils d’administration: indépendance, collusion et conflits d’intérêts

Sylvain Bourjade, Laurent Germain and Clément Lyon-Caen

Revue française d'économie, 2016, vol. Volume XXXI, issue 2, 3-25

Abstract: The corporate scandals of the early 2000s led to a large reform of corporate governance. Directors? independence from the top executives has been encouraged or has been made compulsory in many countries. Similarly, the representation of women and employees in the board is also increasing in many companies. In this article, we study the relationship between independence, representation and performance. We show that the asymmetries of information among the different stakeholders and the potential collusion that may arise between the directors and the top executives at the expense of shareholders have a significant impact on the board of directors? optimal composition. Moreover, a stronger directors? independence and diversity in boards? composition would allow improving the quality of governance. However, this would not always mean better performance.

Date: 2016
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