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Co-opted directors and powerful CEOs: evidence from the CEO pay slice (CPS)

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  • Pradit Withisuphakorn
  • Pornsit Jiraporn

Abstract

We explore the effect of co-opted directors on chief executive officer (CEO) power. Co-opted directors are those appointed after the incumbent CEO assumes office and are found by prior research to represent a weakened governance mechanism. Our evidence reveals that co-opted directors lead to less powerful CEOs, consistent with the substitution effect. Because co-opted directors impose less stringent oversight, the CEO is able to exercise a great deal of latitude in running the firm. Therefore, it is less necessary for the CEO to command so much power where more directors are co-opted, hence leading to less powerful CEOs. In other words, co-opted directors substitute for strong CEO power. Crucially, we find that board co-option exhibits much more explanatory power than does board independence, which has been the primary measure of board effectiveness in the literature.

Suggested Citation

  • Pradit Withisuphakorn & Pornsit Jiraporn, 2017. "Co-opted directors and powerful CEOs: evidence from the CEO pay slice (CPS)," Applied Economics Letters, Taylor & Francis Journals, vol. 24(6), pages 381-386, March.
    • Handle: RePEc:taf:apeclt:v:24:y:2017:i:6:p:381-386
    DOI: 10.1080/13504851.2016.1194960
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    Cited by:

    1. Bhuiyan, Md. Borhan Uddin & Sangchan, Pinprapa & Costa, Mabel D', 2022. "Do Co-opted boards affect the cost of equity capital?," Finance Research Letters, Elsevier, vol. 46(PB).
    2. Zaman, Rashid & Atawnah, Nader & Baghdadi, Ghasan A. & Liu, Jia, 2021. "Fiduciary duty or loyalty? Evidence from co-opted boards and corporate misconduct," Journal of Corporate Finance, Elsevier, vol. 70(C).
    3. Robin Chen & Hongrui Feng & Xuechen Gao & Shenru Li, 2023. "The effect of co-opted directors on real earnings management," Review of Quantitative Finance and Accounting, Springer, vol. 61(4), pages 1315-1339, November.
    4. Lily Nguyen & Le Vu & Xiangkang Yin, 2021. "The bright side of co‐opted boards: Evidence from firm innovation," The Financial Review, Eastern Finance Association, vol. 56(1), pages 29-53, February.
    5. Lim, Jesslyn & Do, Viet & Vu, Tram, 2020. "Co-opted directors, covenant intensity, and covenant violations," Journal of Corporate Finance, Elsevier, vol. 64(C).
    6. Baghdadi, Ghasan A. & Nguyen, Lily H.G. & Podolski, Edward J., 2020. "Board co-option and default risk," Journal of Corporate Finance, Elsevier, vol. 64(C).
    7. Harris, Oneil & Nguyen, Trung, 2022. "Director co-option and future market share growth," The North American Journal of Economics and Finance, Elsevier, vol. 62(C).

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