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Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences by Brian Tayan, David Larcker

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5. Board of Directors: Structure and Consequences

In this chapter, we examine the structural attributes of the board of directors and determine which contribute to board effectiveness. Despite what you might read in the popular press or professional literature, this is not a simple exercise.

Our objective is to take you through the evidence. We critically examine the importance of several salient features of a board of directors: separation of roles between the chairman and the CEO, the appointment of a lead director, board size, board committee structure, boards with directors that serve on other boards (that is, “busy” directors), female directors and diverse boards, and others. We also examine what impact, if any, these attributes have on ...

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