Board Independence and Corporate Misconduct: A Cross-National Meta-Analysis

Abstract

Although increased board independence is a commonly offered solution to curbing corporate misconduct, scholars have expressed skepticism about its effectiveness, and empirical evidence is mixed. We argue that the relationship between board independence and corporate misconduct is likely nuanced—and may vary by the type of independence (e.g., independence on the whole board or on the audit committee) and by national context. We conducted a meta-analysis of 135 studies spanning more than 20 countries. We find that the board independence–corporate misconduct relationship (a) is generally negative, (b) varies based on the implementation form that independence takes on (i.e., independence of the whole board, on the audit committee, or between the roles of CEO and board chair), and (c) is more strongly negative in countries with less corruption. We advance corporate governance theory and research by demonstrating that the popular governance practice of increasing board independence must both account for the manner in which independence is implemented and consider the powerful influence of firms’ broader societal context to clearly understand its effect. Further, based on our review of the literature, we uncover opportunities for the advancement of corporate governance and corporate misconduct research.