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| Tekijä: | Tosi, H. L. Shen, W. Gentry, R. J. |
| Otsikko: | Why Outsiders on Boards Can't Solve the Corporate Governance Problem |
| Lehti: | Organizational Dynamics
2003 : MAY, VOL. 32:2, p. 180-192 |
| Asiasana: | CHIEF EXECUTIVE OFFICERS BOARD OF DIRECTORS MANAGERS MANAGEMENT |
| Kieli: | eng |
| Tiivistelmä: | The authors show how chief executive officers (CEOs) can weave an intricate web of conditions that allow them to exert substantial influence over boards of directors. For example, CEOs can negotiate very favorable compensation contracts, control the compensation process and evaluation processes, provide financial and other benefits to board members and implement corporate strategies that favor high CEO pay. These are the reasons that the authors believe that simply increasing the number of outsiders on boards is not enough. The authors would like to see outside stockholders and institutional repre sentatives on boards, a balance of insiders and outsiders. The authors would move some aspects of board selection outside the firm. The authors also advocate more attention to the compensation of the CEO and board members. |
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