Contemporary bank governance is criticized for manager-dominated (insider) boards of directors, but from the beginning of the nineteenth century, bank presidents appear also to have operated as chairmen of the boards of directors. However, the managers were constrained by a variety of rules that...

After pressure from shareholder activists, proxy advisory firms, and the New York Stock Exchange, the Securities and Exchange Commission has eliminated uninstructed broker voting in director elections. We observe that average director approval rates remain high after the change in regulation,...

The legal environment is one important determinant of corporate governance. However, within legal families, also cultural differences can explain the level of corporate governance to some extent. We analyze this relationship for the case of Switzerland. Swiss firms are mainly located in two...

This paper outlines the foundations of corporate governance. The discussion includes a review on the modern corporation, transaction costs theory, agency costs theory, legal investor protection, investor protection by corporate governance and its various mechanisms, as well as an overview of the...

The traditional methodology examining optimal boards relates a simple board variable (e.g., independence or board demography) to firm performance, however, ig- noring other board characteristics. This paper investigates how the education and business experience of directors affect firm...

Regulators and shareholders are calling for independent directors. Independent directors, however, have numerous external professional commitments. Using To- bin's Q as an approximation of market valuation and controlling for endogeneity, our empirical analysis reveals that neither external...

Boards of directors face the twin task of disciplining and screening executives. To perform these tasks directors do not have detailed information about executives' behaviour, and only infrequently have information about the success or failure of initiated strategies, reorganizations, mergers...

This paper analyzes the determinants of women on the boards of directors based on a panel sample of all Danish companies in the private sector with more than 50 employees. The share of women on the boards of directors was 12 percent in 2007 and has only slowly increased during the period...

This paper analyses the turnover of board of directors members on a sample of companies listed on the Milan Stock Exchange in the period 1988-1996. Our aim is to investigate if board members change more frequently when company performance is poor, as the literature suggests, if this relationship...