Three essays on the composition of boards of directors and their contribution to effective corporate governance

Abstract : His thesis aims to provide some answers to the question of what makes a board effective in carrying out its monitoring and advising functions. In Chapter 1, we examine whether board structures that include directors that are related to minority shareholders can be an effective corporate governance mechanism to limit expropriation by controlling shareholders, without exacerbating risk. We focus our empirical analysis of this chapter on banks with a concentrated ownership structure. We find that the inclusion of such minority directors does indeed increase the effectiveness of bank boards, as it results in higher market valuations, without increasing risk. Chapter 2 complements the first chapter to determine the factors, at the bank and at the country level, that could favor the presence of minority directors on bank boards. We find that: (i) the voting rights of controlling shareholders, the quality of recommendations for boards of directors in Corporate Governance Codes and higher shareholder protection are factors that promote the presence of minority directors on bank boards; (ii) the degree of opacity and stronger supervisory regimes reduce the presence of minority directors on bank boards. Our work suggests that bank authorities should recommend banks with concentrated ownership structure to include a minimum of minority directors in their board. In Chapter 3, we investigate the impact of gender quotas on firm performance and corporate decisions using Belgium, France and Italy as a natural experiment. Our statistical analysis shows that the percentage of female directors significantly increases, and board members characteristics significantly change after the implementation of the gender quota. The results of our empirical analysis show evidence that gender quotas do not have a significant impact on both firm outcomes and corporate decisions. Our findings support the decision of policy-makers to use mandatory rules to force firm to achieve gender balance on corporate boards. Our results suggest that policy-makers create unrealistic expectations for women to boost firm performance, at least in the short-run when negative side effects of mandatory rules are potentially strongest.
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Ha Thu Tran. Three essays on the composition of boards of directors and their contribution to effective corporate governance. Economies and finances. Université de Limoges, 2018. English. ⟨NNT : 2018LIMO0044⟩. ⟨tel-01976360⟩

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