The influence of board of director networks and corporate governance on firm performance and CEO compensation

Abstract

This thesis comprises three empirical studies that investigate the effects of director networks and corporate governance mechanisms on firm performance and CEO compensation. The first empirical study (chapter three) describes the extent of board networks among non-financial FTSE 350 firms listed on the London Stock Exchange during 2007-2010. We use the concept of the “centrality” from social network analysis to examine whether board networks are related to firm performance. We find that firms whose directors are more central in a network are associated with better financial performance. Consistent with the “Reputation Hypothesis” (Fama and Jensen, 1983), the number of director connections may proxy for director reputation. Directors are motivated to improve their reputation since they can use their directorships to signal to the market that they are good at decision-making, and at providing advice and monitoring management.

The second empirical study (chapter four) investigates the effects of director networks on CEO compensation among non-financial FTSE 350 firms listed on the London Stock Exchange between 2007 and 2010, while controlling for CEO characteristics, corporate governance characteristics and firm characteristics. We first examine the impact of CEO networks (individual level) and second board networks (firm level) comprising all board members. We examine not only the total remuneration of the CEO but also two important components of the remuneration package, i.e. basic salary, and long term incentive plans (LTIPs). At the individual level, we find that a well-connected CEO measured by “centrality” receives higher total compensation. Although we find a positive relationship between basic salary and CEO networks, we do not find evidence of a relationship between LTIP compensation and CEO networks. The relationship between board networks and CEO compensation is also examined at the firm level. The results show that board networks have a positive and significant effect on total compensation and LTIP compensation but not on basic salary compensation.

The third empirical study (chapter five) examines the effects of directors’ business networks, directors’ social networks and corporate governance mechanisms on firm performance. Previous studies have considered only business networks (directorships), while this study explores both business networks and social networks, such as current and past employment, education background, and other types of social activities (membership of golf clubs, membership of charity organizations, universities alumni, etc). We find that well-connected directors seem to use their networks to improve firm performance and in line with the interest of their shareholders. We further split the effects of board networks into business and social networks. We find that social networks play a more important role than business networks in improving firm performance, consistent with social capital theory (Coleman, 1990) which argues that networks of social connections can provide firms with valuable resources and information. Overall, this thesis provides empirical evidence that director networks and corporate governance mechanisms play an important role in affecting CEO remuneration and firm financial performance. The findings of this thesis suggest that regulators, firms and individuals should not only pay attention to business networks but also to social networks.