Our primary contribution to the literature is the consistent estimation of the relationship between corporate governance and
performance, by taking into account the inter-relationships among corporate governance, corporate performance, corporate
capital structure, and corporate ownership structure. We make four additional contributions to the literature:
First, instead of considering just a single measure of governance (as prior studies in the literature have done), we consider seven
different governance measures.We find that better governance as measured by the GIM and BCF indices, stock ownership of board
members, and CEO-Chair separation is significantly positively correlated with better contemporaneous and subsequent operating
performance. Also, interestingly, board independence is negatively correlated with contemporaneous and subsequent operating
performance. This is especially relevant in light of the prominence that board independence has received in the recent NYSE and
NASDAQ corporate governance listing requirements. We conduct a battery of robustness checks including (a) consideration of
alternate instruments for estimating the system of equations, (b) consideration of diagnostic tests to ensure that our instruments
are valid and our system of equations is well-identified, and (c) alternative estimates of the standard errors of our model's
estimated coefficients. These robustness checks provide consistent results and increase our confidence in the performance–
governance relation as noted above.
Second, contrary to claims in the literature, none of the governance measures are correlated with future stock market
performance. In several instances inferences regarding the (stock market) performance and governance relationship do depend on
whether or not one takes into account the endogenous nature of the relationship between governance and (stock market)
performance.
Third, given poor firm performance, the probability of disciplinary management turnover is positively correlated with stock
ownership of board members, and with board independence. However, better governed firms as measured by the GIM and BCF
indices are less likely to experience disciplinary management turnover in spite of their poor performance.
Fourth, this study proposes a governance measure, namely, dollar ownership of the board members, that is simple, intuitive,
less prone to measurement error, and not subject to the problem of weighting a multitude of governance provisions in constructing
a governance index. Consideration of this governance measure by future accounting, finance, and corporate law researchers would
enhance the comparability of research findings.
Can a single board characteristic be as effective a measure of corporate governance as indices that consider multiple measures
of corporate charter provisions, management compensation structure, and board characteristics? Corporate boards have the power
to make, or at least ratify, all important decisions including decisions about investment policy, management compensation policy,
and board governance itself. It is plausible that board members with appropriate stock ownership will have the incentive to provide
effective monitoring and oversight of important corporate decisions noted above; hence board ownership can be a good proxy for
overall good governance. Furthermore, the measurement error in measuring board ownership can be less than the total
measurement error in measuring a multitude of board processes, compensation structure, and charter provisions. Finally, while
board characteristics, corporate charter provisions, and management compensation features do characterize a company's
governance, construction of a governance index requires that the above variables be weighted. The weights a particular index
assigns to individual board characteristics, etc. is important. If the weights are not consistent with the weights used by informed
market participants in assessing the relation between governance and firm performance, then incorrect inferences would be made
regarding the relation between governance and firm performance.
The above findings have important implications for researchers, senior policy makers, and corporate boards: Efforts to improve
corporate governance should focus on stock ownership of board members — since it is positively related to both future operating
performance, and to the probability of disciplinary management turnover in poorly performing firms.
Proponents of board independence should note with caution the negative relation between board independence and future
operating performance. Hence, if the purpose of board independence is to improve performance, then such efforts might be