DOI: 10.18267/j.pep.

435

DO THE BOARD OF DIRECTORS CHARACTERISTICS

INFLUENCE FIRMS PERFORMANCE? THE U.S. EVIDENCE

Roman Horvth, Persida Spirollari*

Abstract:

We examine the relationship of selected Board of Directors characteristics and firms financial
performance. Using a sample of large U.S firms in 2005-2009, we find that the degree of insider
ownership influences positively firm performance, because it reduces agency problems. The age of
the Board of Directors matters, to a certain degree, as well. Younger members are probably willing
to bear more risk and to undertake major structural changes to improve firms future prospects. On
the other hand, we find that independent directors reduce firm performance and this negative effect
was even more important during the recent financial crisis. We suppose that independent directors
prefer overly conservative business strategies in order to protect shareholders, but this goes at
the cost of lower firms performance. All in all, our results suggest that corporate governance is
important for firms financial performance.

Keywords: corporate governance, firms performance, board of directors, agency problems, risk,
financial crisis.

JEL Classification: G32, G34.

1. Introduction

Why are some firms successful, and others not? This question has been for a long time
in the interest among economists and already Adam Smith noted that the key to firms
success is to deal with the separation of ownership and control: The directors of such
companies, however, being the managers rather of other peoples money than of their
own, it cannot well be expected, that they should watch over it with the same anxious
vigilance with which the partners in a private co-partnery frequently watch over their
own. Negligence and profusion, therefore, must always prevail, more or less in the
management of the affairs of such a company. (Smith, reprinted in 2008, p. 700).
To shed light on this issue, we examine empirically the role of corporate governance
characteristics on firms financial performance. While any previous studies focused on
the particular aspects of corporate governance, our ambition is to examine the effect of
many corporate governance characteristics jointly. More specifically, we consider the
effect of the board size, the frequency of Board meetings, insider ownership, average
age of Board members, gender diversity and independent directors among corporate

* Roman Horvth, Institute of Economic Studies, Faculty of Social Sciences, Charles University,
Prague, Opletalova 26, Praha 1, 110 00 ([email protected]); Persida Spirollari Alpha Bank
Albania, Tirana, Albania. R. Horvath acknowledges the support from the Czech Science Foundation
Grant No. 402/11/1487.

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governance characteristics. In addition, we use the recent data that cover the period
of global financial crisis. This gives us possibility to assess, whether the effect of
corporate governance intensifies during the crisis. To do so, we use a sample of U.S.
firms traded on S&P 500 in 2005-2009.
Our results suggest that controlling for some standard set of financial variables
corporate governance characteristics matter for firms financial performance. More
specifically, our results show that the degree of insider ownership influences positively
firms performance, because it reduces agency problems. The age of the Board of
Directors matters, to a certain degree, as well. Younger members are probably
willing to bear more risk and to undertake major structural changes to improve firms
future prospects. On the other hand, we find that independent directors reduce firms
performance and the reduction was even more important during the recent financial
crisis. Our supposition is that independent directors prefer overly conservative
business strategies in order to protect shareholders, but this goes at the cost of lower
firms performance.
The paper is organized as follows. Section 2 discusses the related literature. Section 3
provides the data description. An econometric model is presented in Section 4. Section
5 gives the results. Concluding remarks are available in Section 6. Appendix contains
some descriptive statistics.

2. Related Literature

This section discusses the related literature on how the various corporate governance
aspects of the Board of Directors matter for firms performance. With some level of
simplification, we categorize the studies into six main areas: 1) the size of Board of
Directors, 2) the Board activity, 3) the Board composition, 4) the insider ownership,
5) the gender diversity and 6) the age of directors.

2.1 Board size impact on firms performance

Prior empirical studies have widely investigated the structure and efficiency of
corporate governance systems. Much of the research highlights the crucial role of
Board of Directors, considering it as a mechanism enhancing corporate and economic
performance. According to Jensen (1993), companies with oversized Boards tend to
become less effective. Clearly, a high number of decision-makers in any committee
may reduce their effort and give rise to some degree of free-riding. Yermack (1996)
addresses these arguments empirically using a sample of U.S. firms and finds that,
indeed, having small Boards enhances companys performance and influences positively
the investors behaviour and company value. In addition, the Board size influences
the Chief Executive Officer (CEO) compensation incentives as the compensation
programs represent an important responsibility of the Board of Directors. Yermack
(1996) finds that CEO receives higher compensation incentives in firms with smaller

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Boards. The results also indicate that investors favour a decrease in Board size, and
they react negatively in case of Board expansions. Moreover, the changes in Boards of
Directors are influenced by the companys performance. For example, companies that
perform poorly are characterized by more frequent changes in the Board of Directors,
by more departures and more appointments than other good performing companies.
However, the research does not support the evidence that companies adjust the Board
of Directors size as a result of the past performance.
Interestingly, Adams and Mehran (2008) fail to find a negative effect of the size of
Board for the performance of U.S. banks. To the contrary, their results suggest that
there is a positive relationship between Board size and Tobins Q. They argue that this
finding reflects the increase in Board size is attributed to more frequent merger and
acquisition activity in the U.S. banking industry.

2.2 The impact of Board of Directors activity on firms performance

Another stream of research examines the effect of Board of Directors activity of

firms performance. Vafeas (1999) approximates the intensity of Board activity by
the Board meeting frequency (i.e. the number of meetings of Board of Directors each
fiscal year). Using a sample of 307 U.S. companies in 1990 1994, his results show
that firms with a lower number of Board meetings exhibit the highest price to book
value. The underlying rationale behind this finding is that too frequent meetings are
a signal of less efficient Board members as well as some communication issues among
Board members. Vafeas (1999) also shows that there is a positive relationship between
the frequency of Board meetings and Board size. This supports the previous finding by
Yermack (1996) that suggests higher firms value for small board sizes.

2.3 Board composition impact on firms performance

This line of research typically focuses on the role that independent directors play for
firm performance. The findings are somewhat mixed. Rosenstein and Wyatt (1990)
report that the appointment of an additional independent director on Boards composed
mostly of independent directors results in an increase in firms value. This finding
supports the idea that independent directors are chosen in accordance with the interest
of shareholders. Using a sample of 934 large U.S companies over the period 1985 to
1995, Bhagat and Black (2001) also find that firms react in situations of low profitability
by increasing the number of independent directors in the Board.
On the other hand, Peng (2004) investigates whether the appointment of independent
directors in a given year is affected by the prior poor performance of the firm and prior
firms size. Using a sample of 530 Chinese firms (traded on stock exchange in China),
the results indicate that the effect of Board independence on firm performance is far from
robust. Depending on the measure of firm performance, Peng (2004) shows that the effect
is either insignificant, or positive. In addition, the effect appears to be much stronger for

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the period 1992-1994 than for 1995-1996. In this regard, Klein (1998) also fails to find
a significant relationship between Board committee structure and firm profitability.
Abidin, Kamal and Yusoff (2009) investigate the role of Board structure for firms
performance in Malaysia. Abidin, Kamal and Yusoff (2009) demonstrate the
importance of intellectual capital as an important resource which greatly determines
the companys performance. The firms performance is measured as the value added
(VA) efficiency of the firms physical and intellectual resources in comparison to
previous research using Tobins Q or other profitability ratios. The VA efficiency is
computed by employing the Value Added Intellectual Coefficient (VAIC). The results
suggest a positive association between the Board characteristics (measured by the
proportion of independent non-executive directors) and the VA efficiency.

2.4 Insider ownership and firms performance

Hayes et al. (2005) explore the interactions between the percentage of shares held by
the directors and firm performance. Using a sample of S&P 500 firms for the period
1997 and 1998, they report a significant positive relationship between the percentage
of shares held by independent directors serving on the finance & investment committee
as well as on the strategy committee (but not in the other committees) and firms
performance. A positive relationship is found between the fractions of shares held by
CEOs and firms performance.

2.5 Gender diversity in the Board and its impact on firms performance

Recent research highlights the role of gender diversity for firms performance (Campbell
and Minguez-Vera, 2007). Using data on Spanish Board of Directors, Campbell and
Minguez-Vera (2007) find that the percentage of women in the Board of Directors has
a significantly positive impact on Tobins Q value. Adams and Ferreira (2009) also report
the positive effect of female directors on firms outcomes, but this is only so for the
regressions not controlling for firms heterogeneity. Once the firms heterogeneity is
controlled for, the effect becomes insignificant. Interestingly, the Boards with greater
gender diversity are found to exhibit lower degree of non-attendance at the Board
meetings.
Motivated by the fact that women have been holding an increasing number of Board
seats in U.S companies, Dobbin and Jung (2011) analyse whether the presence of
female directors in the Board affects companys profit and stock performance. Their
results indicate that companies with more women in the Board of Directors do not
experience any increase or decrease in profits. On the other hand, the change in the
number of female Board members appears to be significant for institutional investors.
Institutional investors are found to be more likely to sell their stocks in response to
appointments of new female directors.

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2.6 The average age of directors and firms performance

Wiersema and Bantel (1992) focus on the demographic characteristics of the Board
and their influence on firms strategic decisions. The age of Board members represents
one of the demographic variables chosen for the study. Using a sample of 100 firms in
1983, they report a negative relationship between the average age of Board members
and the changes in corporate strategies. This result shows that younger Boards are
more tolerant to bear more risk and are more likely to accept major changes in the
process of decision-making in comparison to older directors.

3. Data

To examine the effect of corporate governance characteristics on firms performance,

we use the sample of randomly selected 136 firms from S&P 500 index in 2005-2009.
This is comparable sample size to many papers in this stream of literature. For example,
Vafeas (1999) uses data for 307 U.S. companies in 1990-1994, Hayes, Mehran and
Schaefer (2005) analyse 509 U.S. firms in 1997-1998 and Wiersema and Bantel (1992)
has data for 100 U.S. firms in 1983.
Corporate governance of these companies is adopted in accordance with their
Corporate Governance Guidelines and Charters of the Board Committee. The Charters
of the Board Committee provide the framework of the leadership structure. Most of
these companies have four main committees for: compensation, audit, finance, and
nominating and governance, which present an integral part of the governance structure.
Each of the committee reports and recommends any possible change in relation with
the matters for which they are responsible.
The S&P 500 index companies operate in various industries, such as health care,
materials, utilities, energy, information technology, telecommunications services,
consumer discretionary, consumer staples and financials. For the purposes of our study,
the companies offering financial services with the Standard Industrial Classification
Codes 6000-6999 are excluded. The underlying rationale is that these firms operate in
very different regulatory environment (Hayes et al., 2005).
Under the regulation rules for securities industry in the U.S, investors and other
participants in capital markets should have access to market information before they
carry out their investment decisions. For this purpose, public companies are required
by the U.S. Securities and Exchange Commission to release accurate financial
and non-financial information. Public companies submit periodical reports to the
Commission. Most of these reports and other forms have to be filed electronically
through EDGAR database (the Electronic Data Gathering, Analysis, and Retrieval
System).
For the purpose of our research, we examine the DEF 14A Form, which contains
useful information about the proxy statement, published by the companies prior to

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their annual meeting. The proxy statement is filed in accordance with the solicitation of
proxies by the companys Board of Directors. For this reason, the company furnishes
the shareholders with proxy materials and other information that describe the issues to
be discussed upon at the meeting.
Additionally, DEF 14A Form provides detailed information about the governance of
the company. The framework of corporate governance is built based on the companys
corporate governance guidelines in combination with Board Committee Charters. The
Committee Charters give information about the roles and responsibilities of Board
of Directors, Compensation Committee, Audit Committee, Finance Committee and
Nominating and Governance Committee. Moreover, each of these committees assists
the Board in fulfilling its functions by providing specific annual reports with respect
to their roles.
Having the information provided in DEF 14A forms, filed by each company of S&P500
index on a yearly basis, we create a database consisting of the number of directors
in the Board, the number of Board meeting during the fiscal year, the proportion of
shares owned by the directors and executives as a group, the proportion of insiders and
independent directors, the average age of directors and the gender diversity in the Board.
The definitions for all governance variables used in this study are given in Table 1.

Table 1
The Definitions of Corporate Governance Variables

The total number of members in the Board of Directors (inclusive

Board of Directors Size independent directors) attending the annual meetings held during
each fiscal year.
The number of regular meetings held by the Board of Directors during
Board of Directors
each fiscal year. The meetings refer only to those held in person,
Meetings
excluding the telephonic meetings.
The percentage of common stock, relative to the common stock
Insider Ownership outstanding, beneficially owned by all directors and executive officers
as a group.
Average Age The average age of board of directors members.
The proportion of women in the Board of Directors, alternatively
Women in the Board the number of women and the dummy variable for the presence of
women in the Board.
Insiders are the directors that participate in the day to day running of
the company. They work full-time in the company and are responsible
Insider Directors
for the achievement of operational and strategic objectives. For
example, the CEO represents an inside director.
Independent directors represent the category of directors that are not
employed in the company and do not have any material relationship
with it. These directors are in the role of monitors of the Boards. They
Independent Directors
are also called outsiders or external directors. Board independence
is measured by the proportion of independent directors to the Board
size.

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The above definitions about the independence of directors have to be complemented

also by the definition relating to corporate governance, given by NYSE and National
Association of Securities Dealers (NASD). More specifically, according to NASD
and NYSE Rulemaking, it is specified that a director of the Board or of the Audit
Committee from is disqualified from being independent when:
1) He/She is an employee, or whose immediate family member is an executive officer,
of the company.
2) He/She receives, or whose immediate family member receives, more than $100,000
per year in direct compensation from the listed company, except for certain per-
mitted payments.
3) He/She is affiliated with or employed by, or whose immediate family member is
affiliated with or employed in a professional capacity by, a present or former inter-
nal or external auditor of the company.
4) He/She is employed, or whose immediate family member is employed, as an exec-
utive officer of another company where any of the listed companys present execu-
tives serve on that companys compensation committee.
5) He/She is an executive officer or an employee, or whose immediate family member
is an executive officer of a company that makes payments to, or receives payments
from, the listed company for property or services in an amount which, in any
single fiscal year, exceeds the greater of $1 million or 2% of such other companys
consolidated gross revenues.

The definitions of financial variables are presented in Table 2. The source of these data
is Reuters.

Table 2
The Definitions of Financial Variables

Price to Book ratio Price Value per share / Book Value per share
Leverage ratio Total Debt / Total Assets
Firms size Total Sales / Total Assets

4. Empirical Methodology

This section discusses our econometric approach. The following equation is estimated:

Yi,t = a0*BoardSizei,t-1 + a1*BoardActivityi,t-1+ a2*InsiderOwnershipi,t-1 +

a3*Agei,t-1 + a4*Womani,t-1 + a5*IndependentDirectorsi,t-1 + a6*Leveragei,t-1 +
a7*FirmSizei,t-1 + ei,t (1)

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Equation (1) represents our baseline equation, where we examine the effect of
corporate governance characteristics controlling for some standard set of financial
variables - on Yi,t, which denotes the price to book ratio. Specifically, we collect the
data for the following corporate governance characteristics: BoardSizei,t-1 the size of
Board of Directors, BoardActivityi,t-1 the number of Board meetings during the year,
InsiderOwnershipi,t-1 the number of insider directors, Agei,t-1 the average age of board
directors, Womani,t-1 the fraction of women in the Board, + IndependentDirectorsi,t-1
the number of independent directors, Leveragei,t-1 the debt to assets ratio, FirmSizei,t-1
the sales to assets ratio. i represents the firm and t denotes time. ei,t denotes the
residual (which contains random or fixed effects). In some regressions, we also include
time dummies to control for unobservable characteristics over time. The Appendix
provides some basic descriptive statistics and correlations among variables.
In line with previous literature as briefly summarized in the previous section, we expect
that the effect of BoardSizei,t-1, BoardActivityi,t-1, and Agei,t-1, is likely to be negative
and the effect of Insideri,t-1, and Independenti,t-1, and Womani,t-1 to be positive.
All explanatory variables are lagged by one period to address the endogeneity. The
alternative is to employ some dynamic panel data methods such as Arrelano-Bond
or Blundell-Bond. Nevertheless, for the dynamic panel data methods greater time
coverage would be preferable and therefore, we stick to the fixed effects estimator
with lagged explanatory variables.
We estimate several regression models to shed light on the robustness of results. The
regressions differ in the way how we control for firms financial characteristics, year
dummies and the definition of Womani,t-1 (our baseline is that we take the fraction of
women in the Board, but alternatively also check whether the number of women and
simple dummy variable for women makes a difference).
In addition, we also carry out regressions to assess, whether the corporate governance
characteristics become more important during the financial crisis. The underlying
hypothesis is that the degree of information asymmetry increases during the crisis and
corporate governance indicators might play a greater role during the crisis, as they are
more reliable in comparison to accounting data. In consequence, market participants
may give greater weight in their investment decisions to these characteristics. We
assess it as follows. We form two dummy variables Crisisi,t-1 and Nocrisisi,t-1. The
former takes the value of one in the years 2005, 2006 and 2007, zero otherwise.
To the contrary, the latter takes the value of zero in the years 2005, 2006 and 2007,
one otherwise. Any variable, for example InsiderOwnershipi,t-1, can be decomposed
into two parts Crisisi,t-1*InsiderOwnershipi,t-1 and Nocrisisi,t-1*InsiderOwnershipi,t-1.
It is easy to show that InsiderOwnershipi,t-1 = Crisisi,t-1*InsiderOwnershipi,t-1 +
Nocrisisi,t-1*InsiderOwnershipi,t-1. The statistical test of whether corporate governance
influences the firm performance more during the crisis is then comparing the
equality of the corresponding coefficients for Crisisi,t-1*InsiderOwnershipi,t-1 and
Nocrisisi,t-1*InsiderOwnershipi,t-1.

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5. Results

This section provides the results. First, we briefly discuss some descriptive statistics and
second, we provide the regression results on whether (and how) corporate governance
indicators matter for firm performance.

5.1 Descriptive statistics

The descriptive statistics are provided in the Appendix. The statistics are given for
each year separately as well as averaged for all five years. In our sample, the Board of
Directors holds on average 7.6 meetings per fiscal year with a standard deviation of
3 meetings. The minimum number of meetings in the sample is 3 and the maximum
is 28. Throughout the 5-year period, the frequency of Board meetings has remained
largely unchanged. Only in year 2007, board activity was somewhat higher reflecting
probably the outset of global financial crisis.
On average, there are 11 directors that serve on the Board with a standard deviation of
2 directors. The minimum size of the Board is 5 members and the maximum is 18. In
most firms, the number of elected directors should be within a range stated in advance
by the shareholders. As for the frequency of Board meeting, it can be observed that this
number remained quite stable from 2005 to 2009.
The independent directors form about 85 % of members on the Board; this implies
that the Boards are predominated by outside directors. There are about 9 independent
directors on average with a standard deviation of 2 directors. The minimum number
of independent directors in the Board is 4 and the maximum is 8. A small percentage
of members in the Board are insiders. There are on average 2 insiders on each Board
with standard deviation of 1 inside member. Some Boards are composed only of
independent directors and no insiders. During the period 2005-2009, the number of
independent directors has remained almost unchanged.
The percentage of insider ownership has remained largely constant from 2005 to 2009
with a mean of 7.6 % and standard deviation 13 %. There is a high difference between
the minimum, which is 0 and the maximum of 85.4 %. This implies that Board directors
and executives as a group in some firms may own more than 50 % of the stocks in the
firm attributing them the majority of the ownership.
Most Boards are dominated by men and on average, the number of women on Board
does not exceed 2. The respective standard deviation is 1. There are many Boards with
no female directors. The maximum number of woman in the Board is 6. Women do not
have majority in any firm. There is only one firm in 2009 that has 50% of women on
the Board.
The average age of Board members stand at 60 years with a standard deviation of 3
years. Most of directors are part of the Board for long periods of 10 to 15 years. As
a result, having the same directors in the Board implies a constant average age during
the 5-year period. The youngest member is 48 years old and the oldest one is 70.

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The price to book value exhibits substantial variation during the sample period. The
mean value of this ratio is 4.2 with the standard deviation of 4.9. In addition, it varies
from very low negative numbers to very high positive ones. The minimum value of
price to book ratio is -17.27 and the maximum is 79.44. The negative price to book
ratio is an indication that the respective firm has a negative shareholders equity.

5.2 Regression results

This sub-section gives the results on the determinants of firm performance. For all
regressions, we carried out Hausman test to choose between random and fixed effects
model. We rejected the null hypothesis and therefore opted for fixed effect estimator
instead of random effects estimator. The baseline results are available in Table 3.
Table 4 presents additional results, where we try to investigate, whether the effect of
corporate governance on firm performance becomes stronger during the recent global
financial crisis.
In contrast to Vafeas (1999), our results suggest that neither BoardActivityi,t-1, nor
BoardSizei,t-1 have a significant effect on firms performance. Our findings rather point
to an importance of insider ownership and independent directors for determining price
to book ratio. In line with Mehran (1995) or Hayes et al. (2005), the effect of insider
ownership is positive. Clearly, insider ownership gives solid incentive mechanism to
increase the share prices.
On the other hand, the effect of independent directors is negative on firms
performance. In light of the results of previous literature, this might be somewhat
surprising. It is often argued that independent directors improve corporate governance
(Rosenstein and Wyatt, 1990, Abidin, Kamal and Yusoff, 2009), which translates into
better financial performance. However, the recent theoretical article by Kumar and
Sivaramakrishnan (2008) rationalizes, why the presence of independent directors
may have an opposite effect on firm performance than typically believed. Kumar and
Sivaramakrishnan (2008) show that as directors become less dependent on the CEO
(internal directors), the monitoring efficiency of independent directors may decrease
and in turn, yield worse financial performance. Alternatively, independent directors
may favour excessively conservative business strategies in the belief that they protect
shareholders.
The results also give some support that the higher age of Board directors influence
negatively the firm performance. Nevertheless, once we control for the time effects
the age of Board of Directors keeps its negative sign, but it is no longer statistically
significant. The result that younger executives have a positive impact on firm
performance is typically attributed to their willingness to bear more risk as well as to
undertake major structural changes.
The measures for gender diversity are never found statistically significant. This result
is robust to changing the definition of gender diversity. First, we used the fraction of
women in the Board (columns 1-3 in Table 3), then the number of women (column 4)

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and finally, the dummy variable for women (column 5). This complies with Adams
and Ferreira (2009), which one controlling for firms heterogeneity also fail to find
a systematic effect of gender diversity on firms performance.

Table 3
Does Corporate Governance Characteristics Influence Firm Performance?

(1) (2) (3) (4) (5)

-0.046 -0.061 -0.049 -0.049 -0.049
BoardActivityi,t-1
(0.054) (0.056) (0.056) (0.056) (0.056)
-0.15 -0.149 -0.118 -0.212 -0.212
BoardSizei,t-1
(0.26) (0.257) (0.272) (0.315) (0.315)
0.101*** 0.096** 0.071* 0.069* 0.069*
InsiderOwnershipi,t-1
(0.038) (0.040) (0.040) (0.039) (0.039)
-0.230** -0.243** -0.144 -0.147 -0.147
Agei,t-1
(0.111) (0.115) (0.091) (0.092) (0.092)
-0.540*** -0.544*** -0.410*** -0.414*** -0.414***
IndependentDirectori,t-1
(0.172) (0.167) (0.154) (0.156) (0.156)
6.665 6.138 8.221 0.714 0.714
Womani,t-1
(5.34) (5.4) (5.209) (0.496) (0.496)
-1.22 -0.803 -0.813 -0.813
FirmSizei,t-1
(0.885) (0.817) (0.819) (0.819)
1.918 4.770 4.819 4.819
Leveragei,t-1
(2.916) (3.138) (3.172) (3.172)
22.93*** 24.45*** 14.07** 15.32** 15.32**
Constant
(7.49) (7.81) (6.08) (6.48) (6.48)

Time effects No No Yes Yes Yes

Observations 544 544 544 544 544
R-squared 0.069 0.073 0.116 0.114 0.114
Number of firms 136 136 136 136 136

Notes: Fixed effect estimation. All explanatory variables lagged by one period. Womani,t-1 defined as the fraction of
women in the Board in columns 1-3, as the number of women in the Board in column 4 and as the dummy variable with
the value of 1, if the number of women in the Board is positive, 0 otherwise. Robust standard errors in parentheses.
*** p<0.01, ** p<0.05, * p<0.1.

Next, we examine whether the corporate governance indicators, which are found to
be significant in Table 3, become more important for firm performance during the
recent financial crisis. As explained in Section 4, we decompose the corporate gover-
nance indicator, for example, the insider ownership (InsiderOwnershipi,t-1) into two
parts (Crisisi,t-1*InsiderOwnershipi,t-1 and Nocrisisi,t-1*InsiderOwnershipi,t-1) such that
InsiderOwnershipi,t-1 = Crisisi,t-1*InsiderOwnershipi,t-1 + Nocrisisi,t-1*InsiderOwnershipi,t-1,
which we use as explanatory variables. This decomposition is common in time series

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econometrics, for example, for the threshold autoregressive models. The comparison
of the estimated coefficient for these two newly formed explanatory variables serves
as assessment, whether the corporate governance indicators are more important
during the crisis.

Table 4
Does Corporate Governance Matter More during Financial Crisis?

(1) (2) (3) (4)

-0.046 -0.062 -0.050 -0.074
BoardActivityi,t-1
(0.054) (0.056) (0.054) (0.057)
-0.16 -0.16 -0.183 -0.195
BoardSizei,t-1
(0.26) (0.25) (0.270) (0.266)
0.096** 0.087**
InsiderOwnershipi,t-1
(0.040) (0.040)
0.103*** 0.098***
NoCrisis*InsiderOwnershipi,t-1
(0.039) (0.039)
0.087** 0.080**
Crisis*InsiderOwnershipi,t-1
(0.037) (0.039)
-0.220** -0.232** -0.180* -0.192*
Agei,t-1
(0.108) (0.110) (0.106) (0.105)
-0.527*** -0.528***
IndependentDirectori,t-1
(0.169) (0.163)
-0.440*** -0.417***
NoCrisis*IndependentDirectori,t-1
(0.163) (0.144)
-0.513*** -0.502***
Crisis*IndependentDirectori,t-1
(0.168) (0.154)
6.62 6.04 7.16 6.53
Womani,t-1
(5.32) (5.37) (5.45) (5.44)
-1.25 -0.86
FirmSizei,t-1
(0.89) (0.83)
2.12 3.62
Leveragei,t-1
(2.97) (2.98)
22.32*** 23.78*** 19.50*** 19.70***
Constant
(7.29) (7.57) (6.81) (6.68)
Time effects No No No No
Parameter test equality 2.49 2.54 5.30** 6.73**
Observations 544 544 544 544
R-squared 0.073 0.075 0.079 0.086
Number of firms 136 136 136 136

Notes: Fixed effect estimation. All explanatory variables lagged by one period. Womani,t-1 defined as the fraction of
women in the Board in columns 1-3, as the number of women in the Board in column 4 and as the dummy variable with
the value of 1, if the number of women in the Board is positive, 0 otherwise. Robust standard errors in parentheses.
*** p<0.01, ** p<0.05, * p<0.1.

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DOI: 10.18267/j.pep.435

The results are presented in Table 4. We decompose two indicators, InsiderOwnershipi,t-1

and IndependentDirectori,t-1, and examine its effects in columns 1-2 for the former and
in columns 3-4 for the latter. In case of InsiderOwnershipi,t-1, the estimated coefficient
is greater during the crisis period (0.103 vs. 0.087 in column 1 and 0.098 vs. 0.080 in
column 2), but the test on the equality of parameters do not reject the null hypothesis,
i.e. the coefficients do not differ statistically significantly. On the other hand, the effect
of IndependentDirectori,t-1 is found to be greater during the crisis, as the parameter
equality test rejects the null hypothesis. This suggests that not only the independent
directors reduce firms performance, but the reduction is even more important during
the recent financial crisis.

6. Concluding Remarks

We examine whether the Board of Directors characteristics influence firms financial

performance. We use the price to book value as a proxy of firms performance and
Board size, independence, insider ownership, gender diversity and the average age of
directors as corporate governance indicators. Controlling for a standard set of financial
variables, the effect of corporate governance indicators is evaluated using a sample of
136 large S&P firms in 2005-2009.
The results show that the insider ownership is important for firms performance.
According to our results, insider ownership represents powerful incentive mechanism
and limits the issues related to information asymmetry between managers and owners.
We also find that the age of the Board of Directors is likely to be associated with
firm performance. This is in line with literature, which stressed that younger Board
members are less reluctant to undertake structural changes and are generally willing
to bear more risk. Interestingly, our results suggest that the independent directors
worsen firm performance. This is especially so during the crisis. The explanation
for this phenomenon has been put forward by Kumar and Sivaramakrishnan (2008),
who show that monitoring efficiency of independent directors may decrease, as they
become less dependent on chief executive officers. It is also possible that independent
directors prefer business strategies that are too conservative. Gender diversity, proxied
by proportion of women on Board appears to be insignificant. Similarly, we fail to find
any effect of the frequency of Board meetings and the Board size on firm performance.
Overall, our results show the importance of governance indicators for firms performance
and give several insights on how firms can improve their Board effectiveness and
performance.

482 PRAGUE ECONOMIC PAPERS, 4, 2012

DOI: 10.18267/j.pep.435

APPENDIX
Descriptive Statistics

2005 2006 2007

Std. Std.
Variable Obs Mean Min Max Obs Mean Min Max Obs Mean Std. Dev. Min Max
Dev. Dev.
Board
136 7.26 2.71 3.00 16.00 136 7.64 3.25 4.00 25.00 136 8.15 3.44 4.00 28.00
Meetings
Board Size 136 10.43 2.01 5.00 18.00 136 10.51 2.03 6.00 18.00 136 10.73 2.09 6.00 18.00
Insiders 136 1.89 1.25 0.00 8.00 136 1.79 1.11 0.00 7.00 136 1.81 1.09 0.00 7.00

Independent
136 8.54 2.06 4.00 14.00 136 8.72 1.97 4.00 15.00 136 8.92 2.01 4.00 15.00
directors

Insider
136 8.29 14.56 0.34 82.30 136 7.91 14.26 0.21 83.10 136 7.64 14.10 0.01 85.40
ownership
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Woman 136 1.46 0.91 0.00 5.00 136 1.51 0.93 0.00 5.00 136 1.64 1.04 0.00 5.00

Age 136 59.86 3.45 48.72 67.54 136 60.00 3.28 49.50 68.54 136 60.25 3.40 50.40 69.42

Price to
136 5.00 7.14 0.00 79.44 136 4.68 3.94 1.03 37.71 136 4.84 5.21 -3.92 44.60
book value

Leverage 136 0.53 0.18 0.08 0.96 136 0.53 0.19 0.08 0.97 136 0.55 0.18 0.10 1.01

Firm size 136 1.26 0.91 0.23 4.74 136 1.27 0.91 0.26 5.03 136 1.26 0.91 0.21 5.23
483
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484
Descriptive Statistics - Continuation

2008 2009 Average: 2005-2009

Std. Std. Std.
Variable Obs Mean Min Max Obs Mean Min Max Obs Mean Min Max
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Dev. Dev. Dev.

Board
136 7.64 2.51 4.00 16.00 136 7.64 3.10 4.00 22.00 680 7.66 3.02 3.00 28.00
Meetings
Board Size 136 10.71 1.94 6.00 17.00 136 10.56 1.94 6.00 16.00 680 10.59 2.00 5.00 18.00
Insiders 136 1.68 1.11 0.00 7.00 136 1.60 1.06 0.00 6.00 680 1.75 1.13 0.00 8.00
Independent
136 9.03 1.96 4.00 13.00 136 8.96 1.95 4.00 14.00 680 8.83 2.00 4.00 15.00
directors
Insider
136 7.43 14.00 0.00 83.70 136 6.72 12.23 0.04 70.86 680 7.60 13.82 0.00 85.40
ownership
Woman 136 1.61 1.06 0.00 5.00 136 1.65 1.06 0.00 6.00 680 1.57 1.00 0.00 6.00
Age 136 60.65 3.19 51.40 69.00 136 61.01 3.42 51.67 69.72 680 60.35 3.37 48.72 69.72
Price to book
136 3.50 4.02 0.59 37.82 136 3.38 2.97 -17.27 13.16 680 4.28 4.91 -17.27 79.44
value
Leverage 136 0.57 0.20 0.11 0.98 136 0.55 0.19 0.11 1.08 680 0.54 0.19 0.08 1.08
Firm size 136 1.28 0.96 0.28 5.72 136 1.16 0.91 0.17 5.56 680 1.25 0.92 0.17 5.72
DOI: 10.18267/j.pep.435

Correlation Coefficients of Board Characteristics and Firms Performance

Price to Board Insider Independent Firm

Board size Age Gender Leverage
book value meetings ownership directors size
Price to book
1.0000
value
Board
-0.0009 1.0000
meetings
Board size -0.0938 -0.0244 1.0000
Insider
0.0869 -0.1352 0.0292 1.0000
ownership
Age -0.1768 0.0884 0.0788 -0.3170 1.0000
Independent
0.0278 0.0694 0.0651 -0.3430 0.1940 1.0000
directors
Gender 0.1350 0.0942 0.1846 0.1500 -0.1935 0.0316 1.0000
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Firm size 0.0641 -0.1580 0.0472 0.0942 -0.0918 -0.0345 0.1015 1.0000
Leverage 0.2201 0.0679 0.1256 -0.1119 0.0900 0.1631 0.1958 0.1276 1.0000
485
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