One increasingly important issue relating to agency conflicts between managers
and shareholders concerns the role of board composition in influencing managerial
incentives (see, Hermalin and Weisbach, 2003, for an extensive survey). A generally
accepted view in the literature is that the degree of alignment between the interests of
managers and shareholders varies with the composition of the board. More specifically,
it is argued that outside (non-executive) directors are appointed to act in the
shareholders’ interests (Rosenstein and Wyatt, 1997; Mayers et al., 1997) and outside
directors have incentives to signal that they indeed act in that way (Fama and Jensen,
1983). Accordingly, boards with greater outside director representation will make
better decisions than boards dominated by inside (executive) directors. There is some
empirical evidence supporting these predictions that the market reacts more positively
to decisions taken by outsider-dominated firms than those taken by insiderdominated
firms (see Borokhovich et al., 1996, for an extensive discussion).