Abstract
This study examines the determinants of board structure for Taiwanese firms by reviewing their board elections, held between 1991 and 2009. The paper emphasizes three factors: the distinction between insider-affiliated and non-insider-affiliated outside directors based on family relationships, governmental agency theory-based regulations, and the firm's choice between agency and stewardship governance philosophy. Evidence has shown that the proportion of non-insider-affiliated outsiders on the board is sensitive to changes in firm and CEO characteristics, and to changes in government regulations. Government regulations significantly shape corporate boards, encouraging a smaller size, more outside directors, and fewer insider-affiliated outside directors. For firms adopting agency and stewardship theories as governance arrangement, the determinants of board structure are diverse. The board structure of principal–steward firms is less susceptible to changes in firm characteristics but more susceptible to CEO influence, and more responsive to government regulations.
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