Corporate Governance in the Small Firm: Prescriptions for CEOS and Directors

Authors

  • Catherine M. Daily The Ohio State University
  • Dan R. Dalton Indiana University

Abstract

Examinations of boards of directors of smaller corporations have been largely absent from the academic literature. This study addresses this void by examining several aspects of commonly prescribed board configurations for entrepreneurial (high growth) and small (stable growth ) corporations. Specifically, we address board composition and board leadership structure, as well as the impact of officer and director stock holdings and institutional holdings. Stepwise multiple regression analysis  reveals  that  these  governance   variables significantly  add  to  the  explanation of financial performance for both sets of firms. The implications of these findings for Chief Executive Officers (CEOs) and boards of directors are discussed.

References

Anderson, C.A., &Anthony, R.N. (1986). TheNew Corporate Directors.New York: John Wiley. Brittina, A. F. (1993, May, June). The diary ofa small-company owner. Inc., pp. 78-89, 116-122. Business Week. (1984, August 13). Will money mangers wreck the economy? pp. 86-93.

Chacko, C. (1990). Management's stock ownership: Irrelevant? Business Horizons, 33(3), 75-78. Chakravarthy, B. S.(1986). Measuring strategic per formance.Strategic M anagement Journal, 1, 437-458.

Cochran, P. L., & Wood,R. A. (1984). Corporate social responsibility and financial performance. Academy of Management Journal , 27, 42-56.

Daily, C. M., & Dalton, D. R. (1993). Board of directors leadership and structure: Control and performance implications. Entrepreneurship: Theory and Practice , 17(3), 65-81.

Daily, C. M., & Dollinger, M. J. (1992). An Empirical Exam ination of Ownership Structure in Family and Professionally Managed Firms. Family Business Review , 5(2), 117-136.

Dalton, D. R., & Kesner, I. F. (1983). Inside/outside succession and organizational size: The pragmatics of executive replacement Academy of M anagement Journal , 26, 736-742.

Danco, L. A., & Jonovic, D. J. (1981). Outside Directors in the Family-Owned Business. Cleveland, OH: University Press, Inc.

Dess, G. G., Ireland, R. D., & Hiu, M. A. (1990). Industry effects and strategic management research. Journal of Management, 16, 7-27.

Dobrzynski, J. H. (1991, November 18).Chairman and CEO: One hat too many. Business Week, p. 124.

Dyer, W. G. (1986). Cultural Change in Family Firms. San Francisco: Jossey-Bass.

Foust, D., & Schine, E. (1990, March 19). Who's in charge here? Institutional shareholders are gaining clout. Business Week, pp. 38-39.

Geneen, H. (1984, September 17). Why directors can't protect the stockholders. Fortune, pp. 28- 32.

Jacobs, S. L. (1985, January 21). A well-chosen outside board gives owners peace of mind. Wall Street Journal, p. 23.

Johnson, E. W. (1990). An insider's call for outside direction. Harvard Business Review, 68(2), 46-55.

Kesner, I. F. (1987). Directors' stock ownership and organizational performance: An investiga­ tion of Fortune 500 companies. Journal of M anagement, 13, 499-507.

Kesner, I. F., & Dalton, D. R. (1986). Boards of directors and the checks and (im)balances of corporate governance. Business Horizons, 29(5), 17-23.

Kesner, I.F., Victor, B., & Lamont, B. (1986). Board composition and the commission of illegal acts: An investigation of Fortune 500 companies. Academy of M anagement Journal , 29, 789-799.

Kim, J. (1993, July 16). Campbell puts heat on other companies. USA Today, p. B l.

Mathile, C. L. (1988). A business owner's perspective on outside boards. Family Business Review, I,231-237.

Nash, J. M. (1988). Board of privately held companies: Thei r responsibilities and structure. Family Business Review, I, 263-269.

Singh, J. (1986). Performance, slack and risk taking in organizational decision making. Academy of Management Journal , 29, 562-585.

Wilson, J. Q. (1989). Adam Smith on business ethics. Califomia Management Review, 32(1), 59-72.

Zahra, S. A., & Pearce, J. A. (1989). Board of directors and corporate financial performance: A review and integrative model. Journal of Management , 15, 291-334.

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Published

1994-01-09

Issue

Vol. 5 No. 1 (1994)

Section

Articles

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How to Cite

Corporate Governance in the Small Firm: Prescriptions for CEOS and Directors. (1994). Journal of Small Business Strategy (archive Only), 5(1), 57-68. https://libjournals.mtsu.edu/index.php/jsbs/article/view/290