On the role of foreign directors: Evidence from cross-listed firms

Abstract

We examine the determinants of appointment of U.S. independent directors (USIDs), and their impact and effectiveness, on the boards of cross-listed foreign firms versus non-cross-listed firms. For non-cross-listed firms, significant determinants of USID presence include factors related to both advising and monitoring roles, whereas for cross-listed firms, appointment of USIDs are related to monitoring factors. We find that USIDs have a significantly positive impact on cross-listed firms’ value, especially for firms from countries that are culturally and institutionally different from U.S. and countries with weak investor protection. The positive value effect is strongest for firms in which USIDs serve on governance committees. We also find that cross-listed firms with UISDs are better at acquiring both domestic and cross-border targets and have higher CEO turnover sensitivity. For non-cross-listed firms, USIDs have negative or no impact on value. • Examine the appointment and effectiveness of U.S. independent directors’ (USIDs). • Monitoring factors more important for USIDs hired by non-cross-listed firms. • Significantly positive impact of USIDs’ governance on cross-listed firms’ value. • Cross-listed firms with UISDs are better at acquisitions and CEO turnover. • USIDs have negative or no impact on non-cross-listed firms’ value.