Beyond Independence: CEO Influence and the Internal Operations of the Board

Derek Horstmeyer ()
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Derek Horstmeyer: School of Business, George Mason University, 4400 University Drive Fairfax, VA 22030, USA

Quarterly Journal of Finance (QJF), 2019, vol. 09, issue 02, 1-40

Abstract: Using a detailed dataset on the meeting sub-structure of the board, this paper investigates the time trends and cross-sectional determinants of internal boardroom control. First, I document that the principal governance reform following Sarbanes–Oxley was the removal of the CEO as a participating member in board monitoring and investment decisions. Consistent with this being against the preferences of the average CEO, I find that CEO power is negatively related to monitoring work handled outside of the CEO’s presence and positively related to board-time spent in the executive committee. Together the results highlight internal operations as governance concerns of the modern board.

Keywords: Corporate governance; boards of directors; Sarbanes–Oxley (search for similar items in EconPapers)
Date: 2019
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DOI: 10.1142/S201013921950006X

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