Bank board changes in size and composition: Do they matter for investors?

Abstract

AbstractResearch Question/IssueThis research seeks to explain whether changes in bank board size and/or composition signal the effectiveness of the board in terms of monitoring and advising.Research Findings/InsightsOur contribution provides empirical evidence on the negative reaction of investors to board changes, identifies the variables that explain this reaction, and finds that banks with experienced executive directors on their board are candidates to announce increases in board size. Our empirical analysis is based on 608 announcements by banks headquartered in 19 European countries over the period 2003–2015. We apply the Event Studies methodology, Heckman's analysis, system estimator regressions, and probit analysis.Theoretical/Academic ImplicationsOur results allow us to conclude that investors perceive changes in board composition as an ineffective response to bank problems, except when the changes increase the number of non‐executives. Bank shareholders positively value board changes when the bank has a powerful corporate executive officer and negatively value those banks with high dividends that announce these changes. Banks with higher interest margin and higher executive experience and seniority are more prone to make changes in board size and composition, while those with powerful corporate executive officers, executive directors distracted by their responsibilities on other boards, higher non‐executive attrition, where all non‐executives are male, with one‐tier boards, headquartered in a large country, or those delisting from stock markets will avoid changes in board size.Practitioner/Policy ImplicationsThis study offers insights to policy makers interested in enhancing banks' corporate governance. Boards should improve the information and transparency of their announcements to signal the effectiveness of board decisions. In addition, it provides insights about the influence of Board Chairs who hold the position of corporate executive officer in the design and effectiveness of banks' corporate governance.