Board Composition and Regulatory Change: Evidence from the Enactment of New Companies Legislation in New Zealand

Abstract

We examine whether New Zealand firms changed the composition of their boards of directors due to the 1994 enactment of the new Companies Act. We explore two possible effects. First, outside directors may have been more attractive, and firms may have used more outside directors after the new Companies Act. Alternatively, the new duties and associated penalties could have made outside directorships less attractive and harder to fill, and firms may have used less outside directors. Our results show that the proportion of outside directors increased by about 5% after the new Companies Act. This supports the view that the value of outside directors increased after the Act and suggests that the political process can change corporate governance mechanisms.