Boards of Directors as an Endogenously Determined Institution: A Survey of the Economic Literature

ost organizations are governed by a board of directors. In fact, having a board is one of the legal requirements for incorporation. Many nonincorporated entities also have a governing board of some sort, such as a state university’s board of regents. Given the myriad boards in place today, it is reasonable to ask, why do they exist? What do they do? Can they be “improved”? These questions are at the heart of governance and, to a certain extent, management. As such, they have motivated much of the research on this topic. This paper surveys the research on boards of directors in the economics and finance literature. Boards of directors are an economic institution that, in theory, helps to solve the agency problems inherent in managing an organization. Although boards satisfy numerous regulatory requirements, their economic function is determined by the organizational problems they help to address. Yet formal economic theory on boards has been quite limited. For example, the characteristics of agency problems that could lead to boards being the equilibrium solution have not yet been specified. Similarly, the conditions under which regulation of boards will lead to improvements are unknown. Despite the absence of formal theory, we have a strong intuitive sense of the problems facing boards. A major conflict within the boardroom is between the CEO and the directors. The CEO has incentives to “capture” the board, so as to ensure that he can keep his job and increase the other benefits he derives from being CEO. Directors have incentives to maintain their independence, to monitor the CEO, and to replace the CEO if his performance is poor. To some extent, the vacuum in formal theory has been filled by empirical work on boards. The “cost” associated with this approach, however, is that little of the empirical work on boards has been motivated by formal theory. Rather, it has sought to answer one of three questions: