Dual-board governance and board independence: Conglomerate affiliate versus standalone firms

Abstract

We argue that the corporate board of an exchange-listed firm cannot make an independent business decision if it has an affiliation with a conglomerate group. This is because the corporate board of a conglomerate-affiliated firm (CAF) has high moral hazard exposure due to its accountability to the superior parent board at the apex of the conglomerate structure. Based on a sample of 304 listed firms from 18 countries, we find a CAF board is less independent than a standalone board with no superior reporting body. A firm's affiliation with the conglomerate per se affects its board independence, regardless of the parent shareholding level. The additional analysis finds that the lack of board independence significantly impacts a CAF's financial performance, although the market impact is insignificant.