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The Increasing Use of Non‐Executive Directors: Its Impact on UK Board Structure and Governance Arrangements

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  • Steven Young

Abstract

The last decade has seen a sharp increase in the number of non‐executive directors (NEDs) on the boards of UK listed firms. Using a sample period spanning the publication of the Cadbury Report (1992), this paper evaluates the implications of this increase. The main findings can be summarised as follows. First, the increased demand for NEDs has been more pronounced for firms classified as having proportionately too many executive board members in the pre‐Cadbury period. Secondly, the probability of compliance with the Cadbury Report's proposal for a minimum of three NEDs is positively related to the magnitude of the expected net benefits of adding further non‐executives to the board. Finally, there is little evidence that the increased use of NEDs caused firms to make costly adjustments to other elements of their control systems in an attempt to re‐equilibrate their governance portfolios. These findings are consistent with claims that the recent trend towards greater NED representation on UK boards may have helped to raise general governance standards.

Suggested Citation

  • Steven Young, 2000. "The Increasing Use of Non‐Executive Directors: Its Impact on UK Board Structure and Governance Arrangements," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 27(9‐10), pages 1311-1342, November.
    • Handle: RePEc:bla:jbfnac:v:27:y:2000:i:9-10:p:1311-1342
    DOI: 10.1111/1468-5957.00358
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    Cited by:

    1. David Hillier & Patrick McColgan, 2006. "An Analysis of Changes in Board Structure during Corporate Governance Reforms," European Financial Management, European Financial Management Association, vol. 12(4), pages 575-607, September.
    2. Guest, Paul M., 2008. "The determinants of board size and composition: Evidence from the UK," Journal of Corporate Finance, Elsevier, vol. 14(1), pages 51-72, February.
    3. Charlie Weir & Oleksandr Talavera & Alexander Muravyev, 2011. "The Return on Human Capital: the Case of UK Non-executive Directors that are also Executive Directors," University of East Anglia Applied and Financial Economics Working Paper Series 029, School of Economics, University of East Anglia, Norwich, UK..
    4. Pietro Marchetti & Valeria Stefanelli, 2009. "Does the compensation level of outside director depend on its personal profile? Some evidence from UK," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 13(4), pages 325-354, November.
    5. Goh, Lisa & Gupta, Aditi, 2016. "Remuneration of non-executive directors: Evidence from the UK," The British Accounting Review, Elsevier, vol. 48(3), pages 379-399.
    6. M. Ameziane Lasfer, 2006. "The Interrelationship Between Managerial Ownership and Board Structure," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 33(7‐8), pages 1006-1033, September.
    7. Waseem Ullah & Shahid Ali & Sajid Mehmood, 2017. "Impact of Excess Control, Ownership Structure and Corporate Governance on Firm Performance of Diversified Group Firms in Pakistan," Business & Economic Review, Institute of Management Sciences, Peshawar, Pakistan, vol. 9(2), pages 49-72, June.
    8. Cao, June & Ee, Mong Shan & Hasan, Iftekhar & Huang, He, 2024. "Asymmetric reactions of abnormal audit fees jump to credit rating changes," The British Accounting Review, Elsevier, vol. 56(2).
    9. Steve Lin & Peter F. Pope & Steven Young, 2003. "Stock Market Reaction to the Appointment of Outside Directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 30(3‐4), pages 351-382, April.
    10. Henry He Huang & Chong Wang & Hong Xie & Jian Zhou, 2021. "Independent director attention and the cost of equity capital," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(7-8), pages 1468-1493, July.
    11. García Lara, Juan Manuel & García Osma, Beatriz & Mora, Araceli & Scapin, Mariano, 2017. "The monitoring role of female directors over accounting quality," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 651-668.
    12. Ongsakul, Viput & Treepongkaruna, Sirimon & Jiraporn, Pornsit & Uyar, Ali, 2021. "Do firms adjust corporate governance in response to economic policy uncertainty? Evidence from board size," Finance Research Letters, Elsevier, vol. 39(C).
    13. Irene Wei Kiong Ting & Wei-Kang Wang & Wen-Min Lu & Yun-Jung Chen, 2021. "Do female directors will have impact on corporate performance?," Review of Managerial Science, Springer, vol. 15(3), pages 611-631, April.
    14. Bogdan Aurelian Mihail & Dalina Dumitrescu, 2021. "Corporate Governance from a Cross-Country Perspective and a Comparison with Romania," JRFM, MDPI, vol. 14(12), pages 1-13, December.
    15. Ian Gregory-Smith & Steve Thompson & PeterW. Wright, 2009. "Fired or Retired? A Competing Risks Analysis of Chief Executive Turnover," Economic Journal, Royal Economic Society, vol. 119(536), pages 463-481, March.
    16. Chii-Shyan Kuo & Shih-Ti Yu, 2014. "Remuneration Committee, Board Independence and Top Executive Compensation," JRFM, MDPI, vol. 7(2), pages 1-17, April.
    17. Achraf Haddad, 2022. "Effect of board quality on the financial performance of conventional and Islamic banks: international comparative study after the Subprime crisis," Journal of Accounting in Emerging Economies, Emerald Group Publishing Limited, vol. 13(2), pages 399-449, June.
    18. Charlie Weir & David Laing, 2003. "Ownership structure, board composition and the market for corporate control in the UK: an empirical analysis," Applied Economics, Taylor & Francis Journals, vol. 35(16), pages 1747-1759.
    19. Shivan Sarpal, 2015. "Determinants of Corporate Board Independence: Empirical Evidence from India," Management and Labour Studies, XLRI Jamshedpur, School of Business Management & Human Resources, vol. 40(1-2), pages 52-74, February.
    20. Sheila Ellwood & Javier Garcia-Lacalle, 2015. "The Influence of Presence and Position of Women on the Boards of Directors: The Case of NHS Foundation Trusts," Journal of Business Ethics, Springer, vol. 130(1), pages 69-84, August.
    21. Paul Gregg & Sarah Jewell & Ian Tonks, 2005. "Executive Pay and Performance in the UK 1994-2002," The Centre for Market and Public Organisation 05/122, The Centre for Market and Public Organisation, University of Bristol, UK.
    22. Charlie Weir & Oleksandr Talavera & Alexander Muravyev, 2011. "Performance effects of appointing other firms' executive directors," Department of Economics Working Papers 2011_12, Durham University, Department of Economics.
    23. Eduard Alonso-Paulí, 2007. "The Adoption of a Code of Best Practice: Incentive Implications," Working Papers 07.18, Universidad Pablo de Olavide, Department of Economics.
    24. Germain, Laurent & Galy, Nadine & Lee, Wanling, 2014. "Corporate governance reform in Malaysia: Board size, independence and monitoring," Journal of Economics and Business, Elsevier, vol. 75(C), pages 126-162.
    25. Saibal Ghosh, 2011. "Firm ownership type, earnings management and auditor relationships: evidence from India," Managerial Auditing Journal, Emerald Group Publishing, vol. 26(4), pages 350-369, April.

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