Shareholder valuations are economically and statistically positively correlated with independent director power, gauged by a composite of social network power centrality measures. Powerful independent directors' sudden deaths reduce shareholder value significantly; other independent directors' deaths do not, consistent with powerful independent directors increasing firm valuations. Further tests associate more powerful independent directors with less valuedestroying mergers and acquisitions, less free cash flow retention, more CEO accountability, and less earnings management. We interpret these findings as more powerful independent directors better detecting and countering CEO missteps because of better access to information, greater credibility in challenging errant top managers, or both.
INTRODUCTIONThe statistical independence of legally independent directors is an ongoing puzzle in corporate finance (Adams et al.2010; Adams 2017). Early work on independent directors (e.g., Weisbach 1988) justifies mandating more corporate directors be independent-that is, not dependent on the corporation except as directors. Independent directors seemed a sensible check on excessive CEO power, which directors who are employees, contractors, or close relatives of the CEO might be reluctant to provide. However, we find independent directors on corporate boards are unrelated to corporate performance measured by shareholder valuation (Q ratios) in data from 1998 through 2009, a period when shareholder valuation was widely accepted as the core objective of boards.We posit that many independent directors become obedient servants to their CEOs, manifesting reflexive obedience to authority heuristic documented in social psychology (Milgram 1963) and neuroeconomics (Suen et al. 2014;Caspar et al. 2020). Confronted with pressure to make a decision, subjects obey authority figures-even authority fig-ures issuing obviously unsound commands, such as Milgram's instructions to subjects to electrocute people.