the hidden rules and open secrets of corporate governance. preliminary results and research plan of...
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The hidden rules and open secrets of corporate governance. Preliminary results and research plan of European Interlocking directorates. By Elisa Bello, Sergios Lenis, Johan Koskinen, Moses Boudourides, Ning Gao and Martin EverettTRANSCRIPT
The hidden rules and open secrets of corporate governance.
Preliminary results and research plan of European Interlocking directorates.
Elisa Bello*1, Sergios Lenis1, Johan Koskinen1, Moses Boudourides2, Ning Gao1 and Mar<n Evere>1
1University of Manchester 2University of Patras
The Mitchell Centre for Social Network Analysis
A board of directors is a body of members, either elected or appointed, who supervise and manage the ac<vi<es of an organiza<on. -‐ In small private companies, the directors and execu<ve managers are normally
the same people. -‐ Rela<onship owners (stakeholders)/directors -‐ In large public companies execu<ve tasks are covered by managers, while board
in is in charge of the corporate governance (recrui<ng and compensa<ng the CEO and the managers, defining the strategic goals and direc<ons of the organiza<on, developing a governance system which regulates how the board interacts with the CEO, looking aWer the assets of the company)
Func<ons
Internal (Execu<ve) They serve execu<ve func<ons within the organiza<on
External (non execu<ve) They are officers of other large firms, eg: bankers, insurance company execu<ves, investment bankers, a>orneys, accountants, and officers of firms in a variety of nonfinancial sectors, representa<ves of groups such as civil rights organiza<ons, of large external stockholders, including those involved in recent acquisi<ons of the firm.
Defini<on
Ø Interest in the representa<on of banks and financial ins<tu<on (financial capital). Due to the conspicuous investments, financial ins<tu<ons started to request increasing controlling posi<ons in large organiza<ons, thus producing numerous interlocks.
Ø Geographical differences: § one <er (all directors in the same board, like in the US) or two-‐<er
(execu<ve directors in one board, non execu<ve directors in another board, like in Germany) board structure.
§ Uneven geographical distribu<on of firms included in the top European companies together with varia<ons in the organiza<ons’ sectors. The UK sample of top financial firms tend to include more capital (finance related) corpora<ons, while Germany counts more labour (industry) oriented firms.
§ When looking at the overall European network, German, English, French and Dutch firms are over-‐represented, and also account for most of the European interlocks (Heemskerk 2010).
Ø Evolu<on of interlocks: are they increasing or decreasing? Ø Lack of variety in gender and ethnicity
Interlocking directorates occur when directors sit in different boards
The old boys’ network refers to an informal group of people with a shared educa<onal background, tradi<onally former students of elite
schools.
Reasons for forming old boys networks: Ø In UK, eli<st public schools (like Eton and Winchester) and Universi<es (like
Oxford and Cambridge), have tradi<onally being acknowledged with their role in shaping a close knit group of former members who would then maintain privileged rela<ons with each other.
Ø Similar func<ons of the Grandes Ecoles in France. Ø In the Netherlands, the student fraterni<es (studentencorpora)enabled elite
dis<nc<on at the universi<es. Ø In Japan, elites are formed via academic background, poli<cal affilia<ons,
rela<onships with the government, and marriage <es. In the Japanese culture the term “old boy” specifically refers to a former government official who aWer re<rement is re-‐employed in poli<cs or in the private sector due to the exper<se and personal rela<onships he accumulated in his former profession as a bureaucrat
Ways of maintaining old boys’ networks: Ø Various informal strategies through which the Japanese elites maintain their
networks, like the mee<ngs of the “Tuesday club”, or private lunches, or even official mee<ngs organised by the ministry to keep the former bureaucrats informed on relevant policy issues .
Ø Similarly a rela<onship was found between the loca<on of firms’ headquarters in ci<es where there are exclusive upper class social clubs and the maintenance of local interlocks, which conversely was not found for firms without headquarters in places with such clubs.
Thus, old boys’ network
§ Forms on the ground of elite family background and shared educa<onal background
§ It is preserved via a common lifestyles that requires belonging to the same clubs and a>ending the same social events.
Reasons for interlocks
• Collusion and social cohesion: interlocks are used by elites and power groups to maintain privileges and exercise control over the economy. Elite studies. No systema<c evidence of interlocks as mechanisms to coordinate specific interests and favouring collusion.
• Co-‐opta<on and monitoring: interlocks as an expression of inter-‐firms’ resource dependency. The interlocks may be used to control the external environment and access resources not produced internally, or to pass informa<on on new policies and governances at work in similar firms. Inclusion of banks, financial and insurance companies in the boards of directors as a way in which firms may guarantee access to liquidi<es, and conversely investors keep control over their investments
• Legi<macy and career advancement: new companies try to find directors with some established reputa<on, already serving in the boards of successful organiza<ons, with a diversity of skills and a large number of personal contacts Unclear direc<on of causality: interlocked directors may improve a firm’s success, or successful firms a>ract well connected directors.
Network models of interlocking directorates
Ø One-‐mode, “directors by directors” or “firms by firms”, networks. § Analysis of composi<on, as in the type of directors and firms that belong
to them (gender, geographical loca<on, industry sector) § Analysis of structure, by looking at size, cohesiveness, centraliza<on and
structural hole § Analysis of dynamics, by observing if the number of interlocks increases or
diminishes over <me. SIENA models of 1mode: preferen<al a>achment (legi<macy), homophily (collusion), brokerage (monitoring).
ü Unimodal projec<ons implies a loss of informa<on (value of <es) and spurious
structural features in the randomiza<on of the original bipar<te network. ü In these models “changes are largely explained through corporate specific
covariates (size, solvency, profitability, etc.) rather than in terms of structural aspects of the bipar<te (and unimodal) network(s), i.e. endogenous self-‐organising” (Koskinen et al. 2012).
ü Previous models assume dyad-‐independence.
Models for bipar<te and mul<par<te networks
1. Koskinen et al. (2012) adapt a stochas<c actor-‐oriented model to the study of the evolu<on of bipar<te networks, which aims to model the evolu<on through <me of the random set of edges via a con<nuous-‐<me Markov chain.
Ø Peer referral measured by coun<ng the number of 3paths that, in <me, become 4cycles
Ø Homophily and heterogeneous cycles
2. Bohman (2012) observes the probability that a director interlock is formed if two firms are owned by the same owner, thus forming a 4cycle of one owner, two firms, and one director. 3mode, as directors and owners can only relate to firms
3. Robins and Alexander (2004) compare the interlocking directorates’ system in
US and Australia in 1996. They test whether these networks present the proper<es of small worlds, consis<ng simultaneously in short path lengths and high clustering. Local proper<es are Ø the geodesic distances between companies, between people and between
companies and people; Ø the degree distribu<on of both people and companies; Ø the number of edges, stars, 3paths and 4cycles; Ø and the bipar<te clustering coefficient calculated as the ra<o of 4cycles over
3paths.
Compare observed against randomised networks as the best way to sta:s:cally test network proper:es where observa:ons (dyads) are not independent
The project: modelling the evolu<on of the bipar<te network of European interlocking directorates
It aims to develop innova<ve methods for the study of large, mul<ple and longitudinal two mode networks of directors. It does so by inves<ga<ng the rela<onship between the “old boys’ network” and the system of peer referral in the boards of directors of European firms listed on the stock exchange.
AIM 1: To look at overall structure and composi<on of the social network of both firms and directors. In par<cular, we want to see if it is possible to iden<fy some meaningful clusters, and if these clusters represent significant subgroups. We aim to observe: Ø The posi<on of specific sectors, like financial organiza<ons, in the network of European
interlocks. Ø If the network is na<onally bounded, or if it is possible to observe the emergence of an
European system of interlocks, and if that is the case, if some countries, like Germany, France, the Netherlands, and the UK, occupy central posi<ons.
Ø From an individual perspec<ve, we want to see if gender and ethnicity boundaries are s<ll in place, if there are any significant differences between execu<ve and non-‐execu<ve directors, and if it is possible to iden<fy the common characteris<cs of big linkers.
AIM 2: To verify if a peer referral system is in place, and if it is has been increasing or declining through the years. Ø We do so by looking at how previous affilia<ons to the same board of directors influence
subsequent appointments, controlling for relevant a>ributes like gender, na<onality, and age.
Ø We model the probability of closing a 3path in a 4cycle over <me by comparing the observed data against randomly generated networks. The baseline network is the bimodal “director by firms” network.
AIM 3: To inves<gate if there is a rela<onship between the various informal networks that emerge over <me by virtue of being affiliated in various types of networks (educa<on, leisure, voluntary ac<vi<es, and the like) and the subsequent peer referral mechanisms. Ø We do so by observing the probability that a 3path closes into a 4cycle depending on
affilia<ons to other ac<vi<es. A>ributes (of people and firms) are used as covariates.
Circles = directors Squares = firms Hexagon=universities Stars=private association Plus=previous employment
The dataset
Boardex data covers the years 1999 to 2010 for 2.208 European boards Ø Company a>ributes: geographical loca<on; the sector; the financial index in
which it is listed; the market cap; the revenue at the end of the year. Ø Director a>ributes: age; date of birth; gender; na<onality; the number of boards
to date s/he has been si*ng on; the number of current boards s/he sits on; the average number of years spent in quoted boards.
Ø Director employment history: it links director and companies indica<ng current and past board roles (in quoted firms); current and past non-‐board roles (in non quoted firms).
Ø Director educa<on history: the country of the ins<tu<on, the type of qualifica<on achieved, and the date of the achievement.
Ø Director history in other ac<vi<es: geographical loca<on of these ins<tu<ons, and current and past roles.
Directors Firms All 38994 2744 One mode dd_current 17441 2156 One mode dd_past 28881 2276 One mode dd_maincomp_current 12421 One mode dd_maincomp_past 26825 One mode ff_current 17441 1613 One mode ff_past 28881 2276 One mode ff_maincomp_current 1436 One mode ff_maincomp_past 2229
Ø One mode networks, director by director and company by company, where weight = the director has sat in the company board more than once, or in different roles (quoted/private).
Ø Two mode, director by company network, which cons<tute the dependent variable in the longitudinal analysis.
Preliminary analysis: directors’ a>ributes
0.2% 3.9%
16.8%
26.2% 22.3%
7.8%
23.0%
Less than 30
30-‐39 40-‐49 50-‐59 60-‐69 Over 70 n.a
Directors: age distribu<on % of age categories
11.5%
88.5%
F M
Directors: gender distribu<on % of gender categories
0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% 40.00% 45.00% 50.00%
Albania
Indo
nesia
Latvia
Lituania
Slovakia
Estonia
Mon
aco
Carib
bean
Croa<a
Be
rmud
a Bu
lgaria
Sloven
ia
Romania
Hungary
Ukraina
Cyprus
Czech Re
p New
Zeland
Iceland
Israel
South Asia
China
Africa
East
Leichten
stein
Middle East
Poland
India
Japan
North Africa
Australia
South Am
erica
Luxembu
rg
South Africa
Canada
Russia
Finland
Portugal
Austria
Greece
Denm
ark
Ireland
Be
lgium
Switzerland
Spain
Norwegia
Nethe
rland
s US
Italy
Swed
en
UK
France
Germ
any
Unkno
wn
Directors: na<onality
11.4%
42.2%
24.4%
8.7%
2.8% 1.1% 0.5% 0.5%
8.4%
Less than 1 1 to 5 5 to 10 10 to 15 15 to 20 20 to 25 25 to 30 Over 30 na
Directors: % of average years in boards
75.6%
12.1% 4.0% 1.6% 0.7% 0.2% 0.1% 0.1% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
5.6%
1 2 3 4 5 6 7 8 9 10 11 12 13 15 n.a
Directors: number of current boards
Descrip<ve Value MEAN 1.319 MAXIMUM VALUE 15 MINIMUM VALUE 1 STANDARD DEVIATION 0.798
Preliminary analysis: companies’ a>ributes
0% 2% 4% 6% 8% 10% 12% 14% 16%
Germ
any
France
UK
Swed
en
Nethe
rland
s Sw
itzerland
Ita
ly
Norway
Repu
blic Of
Spain
Belgium
Greece
Finland
Denm
ark
Austria
Luxembo
urg
Russian
Portugal
Poland
Cyprus
Iceland
North Africa US
China
Mon
aco
South Asia
Hong Kon
g Croa<a
Czech Re
public
Hungary
Malta
Ukraine
Canada
Liechten
stein
Romania
Australia
Berm
uda
Bulgaria
Carib
bean
Sloven
ia
South Africa
South Am
erica
Unkno
wn
Companies: na<onality
0% 1% 2% 3% 4% 5% 6% 7% 8% 9%
Real Estate
SoWw
are & Com
puter
Banks
Transport
Speciality & Other
Oil & Gas
Pharmaceu
<cals a
nd
Engine
ering &
Diversified
Indu
stria
ls Co
nstruc<o
n &
Med
ia &
Investmen
t Com
panies
Health
Telecommun
ica<
on
Food
Produ
cers &
Busin
ess S
ervices
Clothing, Leisure and
Electron
ic & Electrical
Leisu
re & Hotels
Inform
a<on
Mining
Rene
wable Ene
rgy
Chem
icals
Gene
ral Retailers
Insurance
Automob
iles &
Parts
Private Eq
uity
Steel &
Other M
etals
Electricity
Ho
useh
old Prod
ucts
U<li<es -‐ Other
Beverages
Food
& Drug Re
tailers
Forestry & Paper
Aerospace & Defen
ce
Containe
rs &
Life Assurance
Publish
ing
Tobacco
Blank Ch
eck / S
hell
Consum
er Services
Who
lesale Trade
Re
gulators
Trade Associa<
on
Companies by sector
Over 100000 0.5% 50000-‐100000
1%
10000-‐50000 7%
1000-‐10000 22%
Less 1000 70%
Companies: revenue (Millions of Euros).
One mode “directory by director” network
The “director by director” network is obtained by transforming the two mode original “director by company” network into the corresponding one mode, where the value indicates the number of boards two directors sit together. The analysis is done on the filtered data to be matched with people’s a>ributes, both for current and past appointments, reducing the total number of directors in the network to 17441 nodes in the current network, and 28881 nodes in the past network.
The current network
There are 614 components in the current network, where the main one includes 71% (12421) of directors. The others are all very small components, with less than 50 directors in them. The distribu<on of directors’ a>ributes in components, in terms of age, gender and na<onality, does not significantly diverge from the overall directors’ characteris<cs. A>ribute of directors in main component Yule’s Q (+1=heterophily)
Gender -‐0.0092 Na<onality 0.9005 Age 0.0859
The past network
There are 313 components in the past network, half than the number of components in the current network, indica<ng a progressive fragmenta<on. Also, main one includes 93% (26825) of directors, compared to the 71% of the current network, confirming this fragmenta<on tendency. The distribu<on of a>ributes is rela<vely similar to the one of the overall directors, with the only difference that Ø the directors aged between 60 and 70 are more numerous than the average of
all directors, and of the current networks Ø men are slightly overrepresented
A>ribute of directors in main component Yule’s Q (+1=heterophily) Gender 0.1073 Na<onality 0.9240 Age 0.0858
One mode “company by company” network
The “company by company” network is obtained by transforming the two mode original “director by company” network into the corresponding one mode, where the value indicates the number of directors two boards share together. The analysis is done on the filtered data to be matched with companies’ a>ributes, both for current and past appointments, reducing the total number of firms to 1613 nodes in the current network, and 2276 nodes in the past network
The current network
There are 75 components in the current company by company network, and the main one includes 89% (1436) of nodes. The distribu<on of a>ributes slightly diverges from the overall companies. Ø UK is not well embedded in the main component, although it represents the
third country for number of companies. Ø SoWware companies are not predominant in the main component, despite the
large number of companies listed. Ø The main component seem to be composed by companies with a slightly be>er
revenue than average, possibly indica<ng the tendency of interlocking with firms of similar size.
A>ribute of companies in main component Yule’s Q (+1=heterophily) Geographical loca<on 0.9346 Sector 0.6644 Revenue 0.3809
The past network
22 components, many less than in the current one. All the companies used to belong to the main component (97%). Switzerland is be>er interlocked than in the past. SoWware companies and other financial sectors were be>er embedded. No differences in the Yule’s Q compared to the current network.
Discussion
Directors: Ø Male dominance Ø Most of them in the age range of 40 – 70 Ø Most of them European Ø Years in boards: between 1 and 15 Ø 75% do not interlock, and most interlocks only share 2/3 boards Companies: Ø Overrepresenta<on of Germany, France, UK, Sweden. Followed by Netherlands,
Switzerland and Italy Ø Sectors: Banks and financial ins<tu<ons s<ll occupy the third and fiWh place in
terms of presence Ø 70% with a revenue less than 1000 millions, but 22% between 1000-‐10.000, and
few very rich companies
Discussion
One mode director by director network: Ø 1 large component Ø Interlockers interlock with people of different na<onali<es (but mainly
European) Ø The network is fragmen<ng in a higher number of small components, and the
main component is decreasing in size Ø More men and older people in the past network, possibly indica<ng the
tendency to appoint female and younger directors One mode company by company network: Ø 89% of companies in the main component, although this is decreasing in size
(fragmenta<on) Ø UK and soWware companies are less embedded in the main component
compare to their overrepresenta<on in the data Ø Homophily in revenue: interlocks between companies of similar success Ø No na<onal networks, but a European one Ø Directors interlock across sectors: no sector specializa<on
Challenges
Ø Large networks: implementa<on of network measures in Phyton Ø Missing data: lack of informa<on across all the variables
S<ll to do…
Ø Analysis of the old boys network: § Educa<onal ins<tu<ons § Other ac<vi<es
Ø Modelling bipar<te network (peer referral system) § Implementa<on of directors trajectories
Ø Modelling mul<mode networks (condi<oning peer referral system against old boys network
Ø How to handle missing data. Possibility of crossing informa<on with other datasets, and/or of es<ma<ng the missing informa<on
The project is intended to be the first step toward a bigger proposal to look at extending the analysis to the US and UK networks, and to connect the various na<onal networks together. This last step will grant the possibility of observing cross-‐na<onal forms of corporate governance over <me, and to answer some substan<al ques<ons over the extension and the connec<veness of the globaliza<on process.
Future projects
If you are interested in par:cipa:ng to future bids, please come to talk to us! [email protected]