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How board structure affects social performance and stakeholder management: an example from classified boards

In: Research Handbook on Corporate Governance and Ethics

Author

Listed:
  • Jill A. Brown
  • Anne Anderson
  • Sami Ghaddar

Abstract

In this chapter, we review the relationship between board structure, decision-making and accountability in the context of unitary/one-tier versus classified/staggered boards. Unitary boards elect directors to one-year terms. Classified boards create separate ‘classes’ of directors who are elected for multiple-year terms, with one ‘class’ coming up for re-election each year. Proponents of classified boards say they strengthen a company’s long-term strategy by increasing focus and dedication, while advocates of unitary boards highlight how annual elections can increase accountability and responsiveness to shareholders. With a stakeholder theory lens, we introduce empirical evidence that classified boards perform better in social performance than unitary boards, suggesting that board structure can provide insight into board decision-making processes for social accountability.

Suggested Citation

  • Jill A. Brown & Anne Anderson & Sami Ghaddar, 2023. "How board structure affects social performance and stakeholder management: an example from classified boards," Chapters, in: Till Talaulicar (ed.), Research Handbook on Corporate Governance and Ethics, chapter 5, pages 86-111, Edward Elgar Publishing.
  • Handle: RePEc:elg:eechap:20437_5
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    File URL: https://www.elgaronline.com/doi/10.4337/9781800880603.00013
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