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To link to full-text access for this article, visit this link: http://dx.doi.org/10.1016/j.emj.2013.10.002 Byline: Fabio Zona Abstract: acents We combine agency and stewardship theories in a unified model of CEO-board relation. acents Agency and stewardship theories applies to different stages of CEO tenure. acents CEO duality enhances innovation early in CEO tenure, harms it later in tenure. acents Board resources foster innovation to a greater extent, as CEO tenure progresses. acents Stewardship and agency theories are complementary along the CEO tenure cycle.

The Behavioral Agency Model (BAM) offers a behavioral account of executive incentives, according to which the perceived threats to CEO wealth, that is, CEO risk bearing, influence a CEO's propensity to undertake innovation investments. While examining stock options extensively, the extant BAM research devotes relatively scant attention to other forms of incentives, such as stock ownership, that are conducive to one source of risk bearing, that is, employment risk. Furthermore, with an emphasis placed on the CEO, much BAM research neglects the interactive risk preferences of the CEO and the board. This study refines the BAM and empirically explores the countervailing forces exerted by the CEO and board ownership. It elucidates that while CEO ownership exhibits an inverted U-shaped relationship with innovation investment, board ownership weakens that relationship. An exploratory test on a sample of 108 Italian manufacturing firms provides support for the hypothesized effects. The refined BAM sheds further light on executive incentives through a behavioral lens, by elucidating the role of stock ownership and the interactive risk preferences of the CEO and the board. [ABSTRACT FROM AUTHOR]

Byline: Fabio Zona, Alessandro Zattoni, Alessandro Minichilli This study asserts that the effects of board characteristics on firm innovation need to be evaluated with reference to contingency variables. A literature review suggests that relatively few studies adopt a contingency view when examining the outcomes of boards of directors. This study examines the influence on firm innovation of characteristics such as board size, outsider ratio and board diversity, and suggests that their influence is contingent upon firm size. The model is tested on a sample of Italian companies and finds support for the contingency hypothesis. This study advances research on boards of directors by emphasizing the importance of context. Biographical information: Fabio Zona is Assistant Professor of Strategy and Corporate Governance at the Department of Management and Technology, Bocconi University, Milan, and Professor of Corporate Governance at SDA Bocconi School of Management. His main research interests are in boards of directors, executive compensation and business groups. Alessandro Zattoni is Professor of Management at Parthenope University of Naples and Professor of Strategic Management and Corporate Governance at SDA Bocconi School of Management. His main interest of research is corporate governance, with a focus on boards of directors, codes of good governance, pyramidal groups and stock incentive plans. Alessandro Minichilli is Assistant Professor of Management at Bocconi University, Milan. His main research interest is in boards and governance, with a focus on the behavioural perspective on boards of directors. He is also interested in family businesses and top management teams.

Despite the increasing attention of management scholars to boards of directors, there is still scant evidence on the antecedents of board task performance. The lack of significant results seems to be due to some theoretical and methodological choices followed by scholars, i.e. the almost exclusive reliance on agency theory and the use of demographic data. Following the call for dismantling the fortresses dominating past studies, this paper contributes to opening the 'black box' of boards of directors, developing a conceptual model that considers the impact of board members' diversity, commitment and critical debate on board task effectiveness in performing its service and control tasks. We collected primary data through a questionnaire survey, and we tested the model controlling for board, firm and industry characteristics. Our findings suggest that (i) the predictors we identified, and particularly the board members' commitment, are far more important than board demographics to predict board task performance; (ii) firm and industry contexts exert a significant influence on board task performance; (iii) predictors have a different impact on specific sets of tasks. Thus, our findings support the idea that several board characteristics and contingencies at both industry and firm level must be acknowledged in board design.

This study develops a combined agency–resource dependence perspective and applies it to the study of interlocking directorates. It suggests that interlocking directorates may exert either a positive or a negative effect on subsequent firm performance, depending on the firm’s relative resources, power imbalance, ownership concentration, and CEO ownership. A test on a sample of 145 Italian companies provides support for hypothesized effects. This study suggests that integrating agency and resource dependence theories provides a higher-order explanation of firm performance and helps advance both agency and resource dependence theories. [ABSTRACT FROM AUTHOR]