As discussed previously, many view boards of directors as the lynchpin of corporate
governance. With a fiduciary obligation to shareholders, and the responsibility to provide
strategic direction and monitoring, the board’s role in governance is important. Traditionally,
research on corporate boards has focused on links between board structure and firm value,
governance choices, and investment and financing decisions (including the sale of the firm).
While board size and the independence of the board from corporate management play central
roles in the research to date (Rosenstein and Wyatt, 1990; Yermack, 1996), others examine board
activity (Vafeas, 1999) and the structure and activity of board subcommittees (Klein, 1998, 2002;
Deli and Gillan, 2000). In addition, several papers examine the role of CEO duality, i.e., where
the CEO is also chairman of the board (Baliga et al., 1996; Brickley et al., 1997; Goyal and Park,
2002).
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