This paper revisits the role of board size and composition in corporate governance using a measure of private benefits of control (PBC) as indicator of governance problems in firms. We calculate PBC using the voting premium approach for a sample of dual class stock companies traded on the Russian stock exchange between 1998 and 2009. Using fixedeffects regressions, we find a quadratic relationship between PBC and board size, implying the optimality of medium-sized (about 11 directors) supervisory boards. This result is substantially stronger for PBC than for traditional measures of corporate performance. There is also some evidence that director ownership helps mitigate governance problems. Most remarkably, we find that non-executive/independent directors are associated with larger PBC and thus do not seem to help improve corporate governance. In contrast, regressions with accounting performance measures as dependent variables tend to suggest a positive role of these directors in corporate governance.
IntroductionAgency theory views the conflict of interest between managers on the one hand, and providers of finance, most notably shareholders, on the other, as a key feature of the public corporation (Shleifer and Vishny 1997). Among various corporate governance mechanisms, which aim to realign these interests, a crucial role is assigned to the board of directors (Tricker 2012). The issues of board structure and processes, defined in terms of board size, presence of non-executive independent directors, separation of the posts of the chairman and the CEO, and establishment of various committees have been central to recent corporate governance debates and reforms (Nordberg 2011). In particular, reforms aimed at increasing the number of non-executive and independent directors in corporate boards have widely been adopted.
1The empirical evidence concerning the effect of different board structures on corporate performance remains inconclusive regardless of whether it comes from the US, other developed economies or emerging markets. With respect to board size, a number of influential papers suggest that large boards are bad for company performance (e.g., Lipton and Lorsch 1992, Yermack 1996, Conyon and Peck 1998. However, some recent studies find no robust relationship (e.g., Lehn, Patro, and Zhao 2009, Wintoki, Linck, andNetter 2012), report a non-linear relationship (Andres and Vallelado 2008), or suggest a more nuanced picture (e.g., Coles, Daniel, and Naveen 2008 according to which Tobin's Q increases in board size for complex firms, but decreases for simple ones).Similarly, there is a lack of agreement regarding the role of independent and non-executive directors. Most studies based on US data find no statistically significant effect of board independence on corporate performance (Hermalin and Weisbach 1991, Bhagat and Black 2002, and Wintoki et al. 2012. Agrawal and Knoeber (1996) is among a few papers reporting a negative effect. Some studies suggest a positive role of independent directors (e.g. Rose...