Abstract:

Until now the literature has used what boards look like such as board size and composition to proxy for board decision-making. Using a unique dataset of board minutes, we provide new evidence for what boards actually do inside the boardroom including documenting differences in voting behaviors across key proposal characteristics and contrasting independent directors’ voting behaviors against other directors’. Importantly, we are the first to link what boards actually do to firm performance. Contrary to the prevailing perception that directors rarely dissent, we find that directors actively dissent on proposals that are not disclosed to the public. We construct a measure of “active board” to capture boards that actively take major actions aiming to improve firm performance. We find that a more active board generates more information, is more efficient in making decisions, and tends to vote in line with the management. Interestingly, a more active board behaves differently from a more independent board, especially when the board is voting on supervisory proposals. Additionally, the economic determinants that explain the fraction of independent directors on the board have little explanatory power for active boards. Lastly, a more active, but not a more independent, board is associated with better firm performance.

主讲人介绍：

祝继高，对外经济贸易大学国际商学院财务管理系教授、博士生导师。主要研究领域为会计与资本市场，在《经济研究》、《管理世界》等国内外权威期刊上发表论文二十余篇。主持国家社科基金重大项目1项、国家自然科学基金3项。荣获北京高校第八届青年教师教学基本功比赛一等奖、北京市哲学社会科学优秀成果奖二等奖等多项省部级教学和科研成果奖励。入选第四批国家“万人计划”青年拔尖人才、财政部高端会计人才(学术类)和第三届北京市高等学校青年教学名师。