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Collusion in Board of Directors

Bourjade, Sylvain and Germain, Laurent Collusion in Board of Directors. (2009) In: Corporate Governance Conference, 30 Jun 2009, Toulouse, France .

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Abstract

There is a large literature on the composition of the boards as well as the monitoring role and the advisory role of the boards. Nevertheless, the problem of collusion between the CEO and the board has receive little attention. The aim of this paper is to study collusive aspects of the board of directors. Our paper sheds light on the problem of composition of the board of directors. We study what is the optimal composition of the board of directors in particular if it is preferable to have a insider-oriented board or a outsider-oriented board with a majority of independent directors. We consider that a board of independent directors that are all chosen directly by the CEO is a friendly board if the independent directors follow the decision of the CEO. We study the case of collusion considering a CEO facing a choice of projects.We propose a model where we have di¤erent projects each with a certain level of risk. The choice of the best project for the company is function of remuneration of the CEO as well as the private benefits of the CEO.

Item Type:Conference or Workshop Item (Paper)
Audience (conference):International conference proceedings
Uncontrolled Keywords:
Institution: Université de Toulouse > Institut Supérieur de l'Aéronautique et de l'Espace - ISAE
Université de Toulouse > Groupe École Supérieure de Commerce de Toulouse - ESCT
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Deposited By:odile huynh

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