No abstract

Board composition is a critical element in the ability of the board to impact firm outcomes. While much of this research has focused on size and independence, there is growing literature that investigates the composition of directors’ demography, human capital, and social capital. The purpose of this article is to synthesize this diverse literature. The authors first review the literature on board demographics, human capital, and social capital composition research. In doing so, they highlight the theoretical and methodological approaches utilized. Finally, they suggest avenues for future research that can advance our understanding of the effects of board composition.

Wrongdoing, and specifically that which is committed by top executives, has attracted scholars for decades for a number of reasons. Among them, the consequences of wrongdoing are widespread for organizations and the people in and around them. Due to the vast array of consequences, there continues to be new questions and additional scholarly attempts to uncover why it occurs. In this review, we build upon previous efforts to synthesize the body of literature regarding the antecedents of CEO wrongdoing utilizing a framework that sheds light on the status of the literature and where unanswered questions remain. We apply the Fraud Triangle, a framework drawn from the accounting literature, to derive conclusions about what we know about the pressures faced by CEOs, the opportunities afforded to CEOs to commit wrongdoing, and contributing factors to a CEO's ability to rationalize misbehavior. We organize the literature on these conceptual antecedents of CEO wrongdoing around internal (e.g., compensation structure and organizational culture) and external (e.g., shareholder pressure and social aspirations) forces. In doing so, we integrate findings from a variety of disciplines (i.e., accounting, finance, and sociology) but remain focused on management scholarship since the last review of organizational wrongdoing to provide an updated state of the literature. This review offers a clear framework and a common language; it highlights gaps in the literature and specific directions for future research with the ultimate goal of understanding why CEOs engage in wrongdoing.

White-collar crime can cost a company from 1 percent to 6 percent of annual sales, yet little is known about the organizational conditions that can reduce this cost. Previous governance research has examined the link between block holders, boards of directors, or CEO compensation and fraud. In this study, these traditional measures of governance are found to have little impact. Instead, operational governance, including clarity of policies and procedures, formal crosscompany communication, and performance-based pay for the board and for more employees, significantly reduces the likelihood of a crime commission.1 Process has to do with 'how' a firm gains a competitive position (Schendel, 1992), and relates to an understanding of both how to develop these processes to 'develop good strategy, and then go on to develop those processes necessary to use the strategy to operate the firm' (Schendel, 1992: 3).

We study the relation between the percentage of outstanding shares held by a firm's largest institutional owner and the bid–ask spread on that firm's shares, a measure of information risk. We find that the greater the percentage of shares held by the largest institutional investor, the greater the bid–ask spread in share prices. In contrast, the percentage of shares held by smaller institutional owners is related to lower bid–ask spreads. The results imply that only the largest of a firm's institutional owners—and no other institutional owner—is perceived to hold an information advantage. Copyright © 2007 John Wiley & Sons, Ltd.