Are all non-independent non-executive directors undesirable? Directors non-independence and firm value in UK

Abstract

While prior studies treat non-executives as a homogenous group, this paper focuses on heterogeneity of this group. It examines the link between firm value and the specific characteristics of non-executives that render them non-independent (and by implication undesirable) as per the UK Code of Corporate Governance. It finds that contrary to the Code’s implications, the presence of past employees on the board, has an economically as well as statistically strong positive association with firm value. This result suggests that it is not just formal ‘independence’, but a combination of ‘independence of mind’ and ‘firmspecific’ knowledge that perhaps past employees best possess, that matters for enhancing effective board decision making and hence firm value. Moreover, only some of the other dimensions of directors’ non-independence are negatively associated with firm value. The results suggest that some of the Code recommendations regarding directors’ independence may actually not benefit shareholders.