Authors
Michelle L Zorn, John A Martin, James G Combs
Publication date
2012/10/1
Journal
Journal of Managerial Issues
Pages
345-362
Publisher
Pittsburg State University
Description
Boards have become increasingly independent, to the point where some firms have removed all of the insiders except for the CEO. The authors call this phenomenon a "lone-insider board" and submit that it constitutes a fundamentally distinct governance arrangement worthy of inquiry. This paper describes institutional pressures that give rise to increasing reliance on lone-insider boards, and investigates likely outcomes. According to agency theory, the greater the proportion of independent directors, the more effective boards are in monitoring CEOs. The authors submit, however, that a lone-insider board creates a fundamental shift in board effectiveness due to a loss of mutual monitoring and an increase in information asymmetry. Mutual monitoring occurs when members of the top management team actively monitor the CEO. Information asymmetry refers to the disparity in knowledge between the CEO and the …
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