What Makes Better Boards?: A Closer Look at Diversity and Ownership

Published in British Journal of Management 2013, 24(1), 85-101

46 Pages Posted: 1 Apr 2012 Last revised: 23 Jan 2013

See all articles by Claude Francoeur

Claude Francoeur

HEC Montréal

Walid Ben-Amar

University of Ottawa

Taieb Hafsi

HEC Montreal - Department of Management

Réal Labelle

HEC Montréal - Stephen A. Jarislowsky Chair in Governance

Date Written: March 29, 2012

Abstract

This study investigates the joint effect of corporate ownership and board of directors’ diversity configurations on the success of strategic mergers and acquisitions (M&A) decisions. Board diversity is defined as the extent to which its demographic diversity as measured by the culture, nationality, gender and experience of its directors complements its statutory diversity. A theoretical framework linking ownership, board diversity and M&A strategic decision making is proposed and tested. Based on a sample of 289 M&A decisions undertaken by Canadian firms over the period 2000-2007, demographic diversity is found to have a clear and non linear effect on M&A performance while statutory diversity is of limited influence. Ownership is found to influence the effect of diversity, making the relation finer and more precise. This has practical implications. First, statutory diversity is not sufficient for well-performing boards. Also, ownership is an important factor. The mostly advocated board diversity aimed at insuring the board’s independence is not valid across all ownership configurations. From a public policy perspective, results provide support for the principles-based approach in governance. Governance regimes should encourage the search for a balance between board diversity and the need for cohesion that best serves the firm’s purpose and obligations.

Keywords: Board Diversity, Pluralism, Ownership, Corporate Governance, Independence in Governance, Mergers and Acquisitions

JEL Classification: G30

Suggested Citation

Francoeur, Claude and Ben-Amar, Walid and Hafsi, Taieb and Labelle, Réal, What Makes Better Boards?: A Closer Look at Diversity and Ownership (March 29, 2012). Published in British Journal of Management 2013, 24(1), 85-101, Available at SSRN: https://ssrn.com/abstract=2030945 or http://dx.doi.org/10.2139/ssrn.2030945

Claude Francoeur (Contact Author)

HEC Montréal ( email )

3000, Chemin de la Côte-Sainte-Catherine
Montreal H3T 2A7, Quebec
Canada

Walid Ben-Amar

University of Ottawa ( email )

55 Laurier East
Ottawa, Ontario K1N 6N5
Canada

Taieb Hafsi

HEC Montreal - Department of Management ( email )

3000, chemin de la Côte-Sainte-Catherine
Montreal, Quebec H3T 2A7
Canada

Réal Labelle

HEC Montréal - Stephen A. Jarislowsky Chair in Governance ( email )

3000, Chemin de la Côte-Sainte-Catherine
Montreal, Quebec H3T 2A7
Canada
514 340 6374 (Phone)

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