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Would One Individual Make A Difference in Corporate Governance? The Impact of Lead Independent Directors on Planned CEO Succession
2024-09-04 10:26:02
While previous research emphasized how characteristics of the board influence corporate governance, this study shifts the focus to characteristics of an individual board member – the lead independent director. Extending the quad model of board effectiveness (Hambrick et al., 2015), we theorize that the impact of lead independent directors is a function of their qualities along independence, expertise, motivation, bandwidth, and status. We further build on upper echelon theory and research to propose that lead independent directors’ backgrounds and experiences influence their qualities and subsequently their impact on corporate governance in the setting of CEO succession. Specifically, we predict that lead independent directors are more effective in promoting CEO succession planning if they have experience with (planned) CEO succession, a longer board tenure relative to the CEO and other directors, and moderate external directorships. Using data from a sample of S&P 500 firms between 2010 and 2018, we find qualified support for these predictions. In supplementary analyses we also find that a longer board tenure strengthens the negative relationship between firm performance and CEO dismissal. Our theory and findings advance the understanding of the impact of lead independent directors and have important implications for corporate governance research and practice.