Abstract
This article analyses the relevance of the agency problems that exist between shareholders and managers (type I agency problems) and between majority and minority shareholders (type II agency problems), in determining the composition of the board of directors, differentiating between family owned and non-family owned firms. The hypotheses are tested on a sample of 173 Spanish listed companies for the period 2004–2011. The results of our study indicate that, on one hand, as type I agency problems increase, firms increase their percentage of outside directors and, on the other, as type II agency problems increase, firms increase the ratio of independent to nominee directors. Whether the company is a family firm or not does moderate the influence of insider ownership over the composition of the board. Generally speaking, our findings support the view that firms configure their board of directors in such a way as to best signal to the market both efficient management and a balance of the interests of all shareholders. Likewise, these results could be taken into account when formulating recommendations on the composition of the board of directors.
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Notes
Villalonga and Amit (2006) define a type I agency problem as the classic owner-manager conflict described by Berle and Means (1932) or Jensen and Meckling (1976). A type II agency problem refers to a second type of conflict that appears when large shareholders can use their controlling position in the firm to extract private benefits at the expense of the small shareholders.
In Spain family businesses make up more than 85 % of the total number of companies, 70 % of the GDP (Gross Domestic Product) and 70 % of private sector employment according to the information published on the Spanish Family Business Institute website. Family businesses also account for 60 and 95 % of the total number of companies in the European Union and the United States respectively, which justifies the interest of their study. Likewise, as Mitter et al. (2014), Ampenberger et al. (2013) and Kraus et al. (2012) note, family firms constitute the vast majority of enterprises worldwide. We refer the reader to IFERA (2003) and Siebels and zu Knyphausen-Aufseβ (2012) for general data about family businesses in the world.
The Spanish National Stock Market Commission (Comisión Nacional del Mercado de Valores) defines significant shareholdings as those exceeding 5 % of the capital.
In a corporation, the shares that are voluntarily pooled so as to constitute an amount of capital equal to, or greater than, the result of dividing the total share capital by the number of Board members shall be entitled to appoint the whole number of directors deriving from that division, excluding fractions.
The principle "comply or explain" means that organizations are free to comply or not the recommendations put forth in the good governance codes. However, when organizational practices deviate from the recommendations, the reasons that have motivated the non-compliance must be explained.
Expropriation can take the form of profit reallocation, assets misuse, transfer pricing, sell bellow market price parts of the firm to other firms that major shareholders own or acquisition of other firms that major shareholders own at a premium (La Porta et al. 2000).
It is also possible, as Lester and Cannella (2006) indicate, that family firms are likely to recruit executives of other family firms, with whom they share common values, onto their boards of directors.
We use the 5 % limit to define this variable since the Spanish National Stock Market Commission defines significant shareholdings as those exceeding 5 % of the capital.
As Kraus et al. (2011) indicate, there are several definitions of a family business. A common definition includes ownership by the largest single family group related by blood or marriage and self-perceptions of whether the business is a family business (Westhead and Cowling 1997). Other authors, as Mitter et al. (2014) consider jointly the family’s share of equity in the firm as well as its influence through governance boards. We use a broad definition of family firm that has been used in Maury (2006), Pindado et al. (2008), Gómez-Mejía et al. (2010) or Sacristán-Navarro et al. (2011), among others, taking as a limit a minimum of 10 % of the company´s capital in the hands of the family.
\({\text{Uit}} = \eta_{i} + \lambda_{t} + \nu_{it}\) where \(\eta_{i}\) represents the individual specific term of the error related to the firm i (unobservable heterogeneity) which includes the unobservable effects that only have an effect on firm i. \(\lambda_{t}\) represents the impacts for the period t that have an influence on all the firms; and \(\nu_{it}\) is a random disturbance. (García and García 2011).
These figures are similar to those found by Sacristán-Navarro and Gómez-Ansón (2006), who analyzed a sample of Spanish listed companies, also using an ownership threshold of 10 %, and indicated that 43 % of them are family firms. Menéndez-Requejo (2006), using a sample of both listed and unlisted Spanish companies, observes in her study that family firms constitute 34 % of large Spanish firms, but 63 % of the medium-sized companies.
We have estimated two alternative versions of Model 1 and 3 using the percentage of nominee members to the total number of directors as dependent variable. The results corroborate a positive and significant relation between ownership concentration (BLOCK) and the percentage of nominee members. However, because of space limitations and in order to not confuse the reader, we have not included these alternative models.
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Acknowledgments
We acknowledge financial support from the Spanish Ministry of Economy and Competitiveness and FEDER (project ECO2012-36290-C03-01) and the Regional Government of Aragón and FSE (project S125: Compete Research Group). Financial support for this work was also provided by Cátedra Empresa Familiar (University of Zaragoza). We also thank two anonymous reviewers for their helpful comments on earlier versions of this article.
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Acero, I., Alcalde, N. Controlling shareholders and the composition of the board: special focus on family firms. Rev Manag Sci 10, 61–83 (2016). https://doi.org/10.1007/s11846-014-0140-x
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DOI: https://doi.org/10.1007/s11846-014-0140-x
Keywords
- Ownership concentration
- Board of directors
- Family firms
- Agency problems in family firms
- Expropriation risks in family firms