What do boards really do? Evidence from minutes of board meetings

Miriam Schwartz-Ziv*, Michael S. Weisbach

*Corresponding author for this work

Research output: Contribution to journalArticlepeer-review

147 Scopus citations

Abstract

We analyze a unique database from a sample of real-world boardrooms - minutes of board meetings and board-committee meetings of eleven business companies for which the Israeli government holds a substantial equity interest. We use these data to evaluate the underlying assumptions and predictions of models of boards of directors. These models generally fall into two categories: "managerial models" that assume boards play a direct role in managing the firm, and "supervisory models" that assume that boards monitor top management but do not make business decisions themselves. Consistent with the supervisory models, our minutes-based data suggest that boards spend most of their time monitoring management: approximately two-thirds of the issues boards discussed were of a supervisory nature, they were presented with only a single option in 99% of the issues discussed, and they disagreed with the CEO only 2.5% of the time. Nevertheless, at times boards do play a managerial role: Boards requested to receive further information or an update for 8% of the issues discussed, and they took an initiative with respect to 8.1% of them. In 63% of the meetings, boards took at least one of these actions or did not vote in line with the CEO. Taken together our results suggest that boards can be characterized as active monitors.

Original languageAmerican English
Pages (from-to)349-366
Number of pages18
JournalJournal of Financial Economics
Volume108
Issue number2
DOIs
StatePublished - May 2013
Externally publishedYes

Bibliographical note

Funding Information:
Miriam Schwartz-Ziv is from Harvard University and Northeastern University, e-mail: [email protected]. Michael S. Weisbach is from Ohio State University, NBER, and SIFR, e-mail: [email protected]. Miriam Schwartz-Ziv is very grateful to Eugene Kandel and Michael Weisbach, the co-advisors of her Hebrew University doctoral dissertation, upon which this paper is based. We thank the executive and non-executive employees of the Government Companies Authority of Israel who allowed us both formally and practically to conduct this research; the companies studied that kindly provided us with private and sensitive data; and seminar participants at Babson University, Brown University, Northeastern University, Ohio State University, Purdue University, the European Financial Management Association 2011 conference, the Western Economic Association 2012 conference, and the Financial Management Association 2012 conference, as well as the following people who shared their thoughts and advice at different stages of the preparation of this paper: Renée Adams, Amir Barnea, Steven Davidoff, Ada Demb, Dave Denis, Alon Eizenberg, Isil Erel, Rudi Fahlenbrach, Julian Franks, Ann Gillette, Ilan Guttman, Assaf Hamdani, Randal Heron, E. Han Kim, Stephanie Kramer, Saul Lach, Alexander Ljungqvist, Udi Nisan, Nadya Malenko, Avri Ravid, Artur Raviv, Karen Selody, Daniel Schwartz, Schraga Schwartz, Eytan Sheshinski, Léa Stern, Yuhai Xuan, Jun Yang, Scott Yonker, Tammar Zilber, and Clifford Smith, the referee, Miriam Schwartz-Ziv also thanks the Israeli Ministry of Science and Technology and Hebrew University's School of Business Administration for financial support.

Keywords

  • Board minutes
  • Boards of directors
  • Corporate governance
  • Managerial models
  • Supervisory models

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