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娀 Academy of Management Journal

2011, Vol. 54, No. 6, 1119–1139.


http://dx.doi.org/10.5465.amj.2009.0824

BOARD INFORMAL HIERARCHY AND FIRM FINANCIAL


PERFORMANCE: EXPLORING A TACIT STRUCTURE GUIDING
BOARDROOM INTERACTIONS
JINYU HE
ZHI HUANG
Hong Kong University of Science and Technology

We consider boards as human groups in the uppermost echelon of corporations and


examine how an informal hierarchy that tacitly forms among a firm’s directors affects
firm financial performance. This informal hierarchy is based on directors’ deference
for one another. We argue that the clarity of the informal hierarchy can help coordi-
nate boardroom interactions and thereby improve the likelihood of the board’s con-
tributing productively to the firm’s performance. We further identify a set of internal
and external contingencies affecting the functioning of the informal hierarchy. Our
analysis of seven-year panel data on 530 U.S. manufacturing firms provides support
for our arguments.

When the boards make good decisions, companies cial performance remains a puzzle. Boards, occu-
prosper, and when companies prosper, the nation pying “the very uppermost echelon of corpora-
prospers. Who the directors are, what boards of di- tions” (Johnson, 2004: 39), are thought to play the
rectors do and how well they do it are important
critical roles of monitoring and advising manage-
issues, not only for all shareholders, but for every-
ment as well as helping firms to manage resource
one dependent upon a vigorous economy for their
well-being, which is to say, everyone. (Leblanc & dependence (Hillman & Dalziel, 2003; Johnson,
Gillies, 2005: 50 –51) Daily, & Ellstrand, 1996). It is thus widely believed
that a firm’s board can and should influence the
Directors who truly want to build an effective board firm’s financial performance. Regardless of the dif-
need to look far beyond any externally imposed ferences in their theoretical perspectives, research-
rules and procedures. The starting point is taking an ers examining the performance effects of corporate
honest look at how—and how well—they work with boards have predominantly focused on boards’ for-
one another. (Carter & Lorsch, 2004: 164) mal, structural attributes. But decades of research
Although it has been extensively researched, have found no evidence of systematic performance
how corporate boards1 influence their firms’ finan- effects of board attributes such as leadership struc-
ture and inside/outside director ratio (Dalton,
Daily, Ellstrand, & Johnson, 1998; Dalton, Hitt,
The two authors contributed equally to this article and Certo, & Dalton, 2007; Johnson et al., 1996; Zahra &
are listed in alphabetical order. We thank Ruth Aguilera, Pearce, 1989).
Prithviraj Chattopadhyay, Karen Lee, Haiyang Li, Ravi The lack of systematic, empirical evidence link-
Madhavan, Chris Marquis, Kirill Novoselvo, Wouter
ing the formal structural attributes of boards with
Stam, David Tan, Danqing Wang, Heli Wang, Qian Wang,
Ellick Wong, Hongwei Xu, Hongquan Zhu, and partici-
firm performance has led many scholars to suggest
pants in the Hong Kong Polytechnic University’s re- that to truly understand how boards affect firm
search seminar for their valuable comments on earlier performance, researchers need to pay more atten-
versions of this article. We also appreciate with thanks tion to actual interactions in boardrooms (Carter &
the constructive suggestions and guidance that we re- Lorsch, 2004; Finkelstein & Mooney, 2003; Johnson
ceived from Associate Editor Gerry Sanders and three et al., 1996; McNulty & Pettigrew, 1999; Pettigrew,
anonymous reviewers. 1992; Zahra & Pearce, 1989). Furthermore, many
Editor’s note: The manuscript for this article was ac- have started to realize that informal aspects of cor-
cepted for publication during the term of AMJ’s previous
porate boards such as personal relationships and
editor-in-chief, Duane Ireland.
1
Under the Anglo-Saxon corporate governance system
emotional conflicts can play a critical role in defin-
and in this research, a board refers to a corporation’s ing how board members interact with each other
single (one-tier) board, usually composed of “inside di- when deciding on corporate issues (Johnson, 2004;
rectors,” who are top managers in the company, and Westphal, 1999; Westphal & Stern, 2006). This
“outside directors,” who are not company employees. is not surprising if one recognizes the simple yet
1119
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1120 Academy of Management Journal December

often overlooked fact that boards are first and fore- ness and efficiency of the board’s interactions.
most groups of human individuals. Finkelstein and Since directors are believed to have the capacity to
Mooney pointed out that “the insight that boards influence firm performance (Carter & Lorsch, 2004;
are groups, and hence that such group processes as Finkelstein & Mooney, 2003), factors affecting
conflict, teamwork, and comprehensiveness are board productivity are likely to have an impact on
critical determinants of board effectiveness, opens firm performance. It then follows that a clear infor-
up a new track on how to improve board effective- mal hierarchy among directors is thus likely to
ness” (2003: 103). Despite formal definition of the contribute positively to firm performance, all else
roles of group members, generic, often tacit forces being equal. We further suggest that such a positive
have been shown to affect group decision making effect is likely to be contingent on factors both
(e.g., Baron & Kerr, 2003; Moscovici & Doise, 1994). internal and external to a board. Internally, it mat-
This evidence suggests the promise of studying the ters to the functioning of board informal hierarchy
performance effects of a board’s informal structures who occupies the top position in the informal hi-
from a social group perspective. erarchy, whether the directors are particularly sen-
Although scholars have recognized the value of sitive to this social structure, and how easily they
studying corporate boards from a group perspective can cognitively retrieve and act by the deference
and the existence of informal social structures order. Externally, crisis situations and more chal-
among group members, the exploration of such in- lenging business environments place greater de-
sights has remained largely conceptual or descrip- mands on the informal hierarchy to guide board-
tive (e.g., Finkelstein & Mooney, 2003; Forbes & room interactions. This study addressed five such
Milliken, 1999; Johnson, 2004). To fully realize the factors: (1) the rank of a firm’s CEO in the informal
promise of such insights, in this study we examine hierarchy of the firm’s board, (2) (the board’s rank
a central question: How does the informal hierar- composition (members’ average rank in the corpo-
chy among the directors on a firm’s board influence rate community), (3) board size, (4) the firm’s past
the firm’s financial performance? Like the mem- performance, and (5) environmental dynamism.
bers of other human groups, directors on a board To test these theoretical propositions, we used the
are likely to implicitly and automatically sort into inequality of directors’ board memberships—that is,
an informal hierarchy based on the deference that overall differences in the numbers of corporate
they have for each other’s individual competence boards on which individual directors serve simulta-
and influence (Bales, 1970; Gould, 2002; Overbeck, neously—as a proxy for the clarity of a board’s infor-
Correll, & Park, 2005; Ridgeway & Johnson, 1990; mal hierarchy, because board memberships often sig-
Whyte, 1943; also see Magee & Galinsky [2008] for nal the respect and recognition that each director
a review). Once formed, the informal hierarchy is receives from the general corporate community
likely to influence board interactions by function- (D’Aveni, 1990; Davis, Yoo, & Baker, 2003; Mace,
ing as a coordinating mechanism. Because directors 1986; Mizruchi, 1996). Our analysis of panel data on
usually spend relatively little time together, and a sample of U.S. manufacturing firms from 2001 to
because directors’ tasks are often too ambiguous to 2007 provides strong support for the predictions.
be effectively guided through formal rules (Carter & This study has implications for both board research
Lorsch, 2004; Finkelstein & Mooney, 2003; John- and corporate governance practices. Most previous
son, 2004; Leblanc & Gillies, 2005), this informal studies have focused on formal board structures
hierarchy might be particularly influential in coor- when assessing board effects on firm performance,
dinating individual directors’ contributions to a but this study has departed from that approach by
firm (cf. Magee & Galinsky, 2008). focusing on an informal hierarchy based on directors’
The informal hierarchies on corporate boards are deference for each other. It empirically tested how the
likely to vary in their clarity (cf. Blau, 1977). When tacitly formed social structures commonly observed
directors of a board receive similar levels of defer- in other human groups may guide directors’ interac-
ence, the informal hierarchy is ambiguous; when tions and thus their contributions to firm perfor-
the directors differ considerably in the deference mance. Practically, the results suggest that boards
they receive, the informal hierarchy is clearer. All aiming to improve their productivity should pay at-
else being equal, a clear informal hierarchy may tention to the informal aspects of their composition,
provide interacting directors with clear lines of di- such as the directors’ social status and affiliations.
rection and implicit role expectations, helping
them discuss and decide on corporate issues more
THEORY AND HYPOTHESES
productively. By contrast, lack of such clarity tends
to create confusion, frustration, and possibly even Boards are groups—specifically, the groups re-
destructive conflict, compromising the effective- sponsible for deciding on strategic issues for firms.
2011 He and Huang 1121

Directors bring to a firm important information the informal hierarchical order among the directors
about such matters as corporate structures (Palmer, on a board affects firm performance by shaping the
Jennings, & Zhou, 1993) and acquisitions (Haun- board’s group processes. Much as in any other hu-
schild, 1993). They participate in formulating, eval- man group, an informal hierarchical order is likely
uating, reorienting, and approving firm strategies to form in a board of directors (e.g., Gould, 2002;
(e.g., Daily, Dalton, & Cannella, 2003; Johnson, Homans, 1961; Magee & Galinsky, 2008; Overbeck,
2004; Judge & Zeithaml, 1992; Lorsch & MacIver, et al., 2005; Whyte, 1943). We propose that this
1989). And they choose the CEO for the firm and informal hierarchy is likely to be based on differ-
approve executive compensation (e.g., Goodstein, entiation in the deference that directors give and
Gautam, & Boeker, 1994). Such activities as well as receive. If so, the clarity of the informal hierarchy
many others that directors perform are believed to will increase with the degree of such differentiation
have significant implications for a firm’s financial (Blau, 1977). Greater clarity of the informal hierar-
performance. And, many researchers have sug- chy will help directors interact more productively,
gested that a board’s effectiveness in performing its and the result would tend, other things being equal,
strategic roles depends strongly on the extent to to be reflected in better decision making and con-
which it is able to function effectively as a group sequently better financial performance for the firm.
(e.g., Carter & Lorsch, 2004; Finkelstein & Mooney, Moreover, both internal and external factors are
2003; Forbes & Milliken, 1999; Huse, 2007; John- likely to influence such coordination benefits of a
son, 2004; Leblanc & Gillies, 2005). Thus, to under- board’s informal hierarchy.
stand the influence that boards exert, scholars have
started focusing on unpacking what actually hap-
Board Informal Hierarchy and Firm Financial
pen inside the boardroom when directors interact,
Performance
primarily through field studies and surveys.
Such studies have highlighted two critical issues In group settings, individuals spontaneously
that render effective group functioning particularly form inferences about each other’s competence and
important if directors are to contribute to firm per- influence, and such inferences often result in an
formance to their full potential. First, the number of informal hierarchical order that guides their inter-
board meetings in a year is usually low, and each actions (see Magee and Galinsky [2008] for a recent
meeting is short (Carter & Lorsch, 2004; Finkelstein review). This process has been observed in a wide
& Mooney, 2003; Leblanc & Gillies, 2005), yet di- variety of human groups, including, for example,
rectors need to make complicated decisions during street corner gangs (Whyte, 1943), fraternities
the limited time available. Without effective ways (Gould, 2002), and work groups (Groysberg, Polzer,
of guiding interactions in the boardroom, they will & Elfenbein, 2009). Previous studies have shown
be less likely to make concrete contributions to firm that such an informal hierarchy is also likely to
performance. Second, a director’s job description is emerge in a corporate board as directors receive
both general and ambiguous, and thus it is often different amounts of respect and attention from
difficult to establish any formal rules or procedures other board members with regard to their opinions
to effectively guide directors’ work (Finkelstein & on firm strategic issues (e.g., Belliveau, O’Reilly, &
Mooney, 2003; Johnson, 2004; Leblanc & Gillies, Wade, 1996; D’Aveni, 1990).
2005; Lorsch & MacIver, 1989). Recognizing these The directors on a board are likely to generally
issues, Forbes and Milliken commented that: understand a deference-based hierarchical order,
[Boards] of directors can be characterized as large, just as the members of other human groups do
elite, and episodic decision-making groups that face (Magee & Galinsky, 2008; Overbeck et al., 2005).
complex tasks pertaining to strategic-issue process- Reflecting on this, Paul Fulchino, a former CEO of
ing ... they are particularly vulnerable to “process Aviall Inc., commented, “If you threw five dogs in
losses” (Steiner, 1972)—the interaction difficulties a room, they would be very clear about who the
that prevent groups from achieving their full poten- senior dog was and who the junior dogs were”
tial ... the effectiveness of boards is likely to depend (Finkelstein & Mooney, 2003: 105). Such shared
heavily on social-psychological processes, particu- understanding allows the informal hierarchy to
larly those pertaining to group participation and structure interactions among directors when they
interaction, the exchange of information, and criti-
discuss corporate issues. Consider first the situa-
cal discussion. (1999: 492)⬎
tion in which the directors on a board can be
Given the difficulty in relying on formal rules clearly ranked—that is, where the clarity of the
and procedures to guide boardroom interactions informal hierarchy is high. Such a hierarchy pro-
(Finkelstein & Mooney, 2003; Johnson, 2004; Le- vides a clear social order within which the opin-
blanc & Gillies, 2005), we set out to examine how ions of higher-ranking directors are likely to be
1122 Academy of Management Journal December

more respected. Lower-ranking directors may re- emotional reactions (Ridgeway, Johnson, &
spectfully allow higher-ranking directors to lead Diekema, 1994). Corroborating these findings and
while focusing themselves on task-oriented issues views, Groysberg and colleagues (2009) showed
and contributing constructive ideas in cooperative that a group composed of many stars (that is, lack-
ways. As a result, unproductive conflicts among ing clear rank differentiation) is likely to be inef-
the directors can be minimized, enhancing the ef- fective and inefficient, even if the average task-
fectiveness and efficiency of board interactions. performing ability is high. Johnson (2004), in a field
Meanwhile, the higher-ranking directors can lever- study of the board dynamics of a family firm, pro-
age their position to facilitate board interactions by vided even more direct and vivid evidence of how
acting as arbitrators when other directors disagree the lack of rank differentiation between directors
or as endorsers of good ideas proposed by lower- challenges a board’s functioning:
ranking directors. Rich evidence supports the exis-
tence of this pattern in other contexts. Whyte This repeated pattern of behavior was concerned
(1943) observed that groups of young boys showed with establishing dominance. In particular, between
less interpersonal aggression when rank differences two directors (Adrian and Alun [similar in rank])
existed. Gould (2003) proposed and demonstrated who were found to be continually battling with one
another . . . It appeared that whenever Alun and
that social conflicts rarely occur between actors of
Adrian engaged in a discussion, one of them had to
clearly different ranks. More relevantly to the con-
win . . . Note how frequently they interrupt each
text of boards, Leblanc and Gillies discussed the other, fail to fully listen to one another and the
instrumentality of a rank order for board interac- extent to which their battle and not the substantive
tions, with particular emphasis on the role of re- issue held the greater interest for them. (2004: 44)
spected leaders:
To summarize the discussion thus far, the clarity
A board cannot work, that is, reach good decisions, of the informal hierarchy based on the amount of
unless there are directors who, through credibil- respect that directors receive from each other is
ity . . . are on occasion able to persuade other direc- likely to affect the coordination among them and
tors and management of their point of view or of a thus the effectiveness of board interactions. A clear
particular course of action. At the same time, a hierarchical order provides clear guidance about,
board cannot work unless there are directors who for example, when to speak, how to speak, and with
can find common themes within dissenting views whom to talk, making board interactions smoother
and bring about a consensus. (2005: 143)
and more effective. On the contrary, an ambiguous
By contrast, when no clear hierarchical order hierarchical order tends to confuse directors and
exists among group members (when the clarity of leads them to stumble into destructive confronta-
the informal hierarchy is low), group interactions tions that are likely to escalate to “affective con-
tend to “become confusing, inefficient, and frus- flicts” (Huse, 2007: 223–224). Thus, the coordina-
trating, and, thus, coordination suffers” (Magee & tion benefits of an informal hierarchy are likely to
Galinsky, 2008: 357). To the extent that informal help directors more effectively and efficiently ac-
hierarchy provides a deference order among the complish their critical tasks, such as hiring/firing
directors on a board, the lack of such a hierarchy CEOs, setting executive compensation, and ratify-
may lead them to get caught in a contest for rank ing strategic decisions, all of which can have a
and ultimately respect (Gould, 2003; Overbeck et significant impact on firm financial performance.
al., 2005). Worse yet, with similarity in rank, no Such impact is especially likely in recent years,
director is positioned to reconcile contestants, so when boards, owing to rising public attention, have
the situation may easily escalate. Competition for been pressured to get more actively involved in
rank may deteriorate into destructive conflict, pre- firms’ decision making by providing advice and
venting directors from focusing on substantive is- access to resources (Neff & Heidrick, 2006). Exactly
sues during their limited interaction time. Ridge- for this reason, Daily, Cannella, and Dalton (2003)
way and Johnson (1990), for example, argued that a called for more attention to the multiple roles of
task group without status differentiation is likely to boards to ascertain their influence on firms’ finan-
have a high overall level of negative socioemotional cial performance under new circumstances.
behavior, which is usually not task driven and thus One caveat is worth noting about the above pre-
can hurt group solidarity and even survival (see diction. It is possible that clear hierarchical differ-
also Bales, 1970). Without status differentiation, entiation suppresses diverse opinions and thus re-
disagreements among group members are more duces the quality of group decisions, as Finkelstein
likely, and such disagreements, despite their task- and Mooney (2003) warned. Higher-ranking direc-
oriented and cognitive origin, can cause negative tors may suppress dissenting voices (actively or
2011 He and Huang 1123

unconsciously), and lower-ranking directors may informal hierarchy may depend on the extent to
choose not to speak up. Still, the boardroom envi- which directors can easily retrieve information
ronment tends to put a high premium on the coor- about and act by the rank order among them. These
dination benefits of an informal hierarchy. First, considerations suggest three internal contingen-
time constraints and task ambiguity make boards cies: the rank of a firm’s CEO in the board informal
particularly vulnerable to “process losses” (Forbes hierarchy, the overall rank composition of a board,
& Milliken, 1999; Huse, 2007). Lengthy debates, and the size of the board. As for external contin-
although possibly generating more ideas, risk lead- gencies, we suggest that crises and a highly chal-
ing a board to reaching no conclusions. Second, lenging business environment may place greater
boards are composed of the elite of the corporate demands on an informal hierarchy to guide board-
world. As Johnson’s (2004) case study showed, di- room interactions, as effective coordination is es-
rectors generally want their voices to be heard. The pecially needed in such situations (Boyd, 1995;
concern, then, is usually not whether there is suf- Mace, 1986). This study examined two indicators of
ficient diversity of opinion, but whether an indi- such situations: past firm performance and envi-
vidual director takes up too much “air time” in ronmental dynamism.
board meetings defending his/her ideas (Carter & The CEO’s rank in informal hierarchy. The dis-
Lorsch, 2004: 168). Exactly for this reason, search cussion thus far has treated the board of directors as
professionals emphasize consensus building as the a group without distinguishing the formal roles of
most important skill when recruiting directors the individual directors. Yet, as the informal hier-
(Dysart & Sharpe, 2005). Third, the informal hier- archy is only an implicit social structure, the for-
archy on a board may actually encourage diverse mal role distinctions among board members can
yet constructive opinions. Since higher social rank influence its functioning. One particularly impor-
is often associated with greater social and psycho- tant role distinction is that between a firm’s CEO
logical rewards and comfort (Goode, 1978; Magee & and the rest of its board, which has been the focus
Galinsky, 2008; Tannenbaum, Kavcic, Rosner, Vi- of many previous studies of corporate boards (Dal-
anello, & Wieser, 1974), lower-ranking directors ton et al., 2007). Agency theory emphasizes that a
are motivated to climb the informal hierarchical CEO’s interests can diverge from those of a firm’s
ladder. Contributing sound ideas can greatly im- owners and that its board serves as a control mech-
prove their confidence and recognition in the anism to align the interests of the two parties (e.g.,
corporate community, especially when more Jensen & Meckling, 1976). It then stands to reason
prestigious board members endorse their ideas. that if an informal hierarchy indeed influences
board interactions, whether the CEO has the high-
Hypothesis 1. Ceteris paribus, the clarity of the est rank in the informal hierarchy is likely to affect
informal hierarchy of a firm’s board of direc- how this tacit social structure is used. If the CEO
tors based on the directors’ deference for each has the highest rank in the informal hierarchy, he/
other is positively related to the financial per- she has an enhanced capacity to influence other
formance of the firm. directors to yield substantially, if not entirely, to
his/her points of view. This gives him/her great
latitude in pursuing a self-interested agenda,
Internal and External Contingencies
should he/she so desire. Accordingly, the firm’s
The effectiveness of the informal hierarchy in agency costs (the costs of nonaligned interests) may
coordinating a board’s interactions is likely to de- increase, and its economic performance may suf-
pend in part on factors internal and external to the fer (Eisenhardt, 1989a; Jensen & Meckling, 1976).
board. To the extent that an informal hierarchy By contrast, if another director leads, the infor-
constitutes a deference order and thus a social co- mal structure can give him/her legitimacy and
ordination mechanism, who controls this mecha- the confidence to stimulate constructive debates
nism is likely to influence whose interests the in- challenging the CEO whenever necessary. This
formal hierarchy serves and what influence it has would reduce agency costs and enhance the
on board and firm performance. And, to the extent firm’s financial performance. Thus, whether the
that an actor’s social position (e.g., high, middle, or CEO occupies the highest rank in the informal
low rank) in the corporate community determines hierarchy is likely to affect the extent to which
his/her sociopsychological orientation and actions, agency costs offset the informal hierarchy’s coor-
a board’s overall rank composition may influence dination benefits.
members’ sensitivity to the informal hierarchy and
thus their willingness to rely on it to guide their Hypothesis 2. Ceteris paribus, the positive re-
interactions. Furthermore, the functioning of the lationship between the clarity of the informal
1124 Academy of Management Journal December

hierarchy of a firm’s board and the firm’s fi- posed mostly of low- and high-ranking directors.2
nancial performance is weaker when the CEO In other words, although all directors are generally
has the highest rank in the informal hierarchy. aware of the existence of the informal hierarchy, a
board that is mainly composed of middle-ranking
The rank composition of a board. One funda- directors should be more attentive to it and thus
mental insight of the sociological perspective is more willing to use it to guide their interactions
that rewards are largely a function of actors’ posi- than boards with other compositions. This reason-
tions in social structures, with more rewards accru- ing suggests that the effect of its board’s informal
ing to higher positions (Simmel, 1950). As a result, hierarchy on firm financial performance is likely to
actors occupying different social positions may depend on the average rank of the board’s directors
have different social-psychological orientations in the corporate community.
and thus behave differently. Scholars often classify
positions in a hierarchical structure as high, mid- Hypothesis 3. Ceteris paribus, the positive re-
dle, or low (Phillips & Zuckerman, 2001). High- lationship between the clarity of the informal
ranking actors already occupy the most advanta- hierarchy of a firm’s board and the firm’s fi-
geous positions and are poised to claim rewards nancial performance is likely to be stronger
when the directors’ ranks on average are me-
attached to those positions, so they usually feel
dium rather than low or high.
secure. Low-ranking actors occupy the least advan-
tageous positions and often find it difficult to move Board size. A board’s informal hierarchy, by def-
up, so they may become relatively disinterested in inition, is not explicitly stated in any form; it exists
climbing the hierarchy. High- and low-ranking ac- only tacitly as a collective understanding (Magee &
tors are thus likely to be less sensitive to hierarchi- Galinsky, 2008; Ridgeway, 2006). The rank order,
cal order than middle-ranking ones. Middle-rank- once sorted out, is not going to automatically influ-
ing actors, although not occupying the most ence directors’ interaction with each other. Rather,
advantageous positions, covet the rewards claimed board members need to retrieve the rank order from
by high-ranking actors and at the same time are memory whenever board members interact (see
better positioned than low-ranking actors, so they Tversky and Kahneman [1974] for a discussion of
are more motivated to move up. Moreover, middle- such retrieving). This is by no means a trivial pre-
ranking actors, although having better prospects for condition, given the simple fact that individuals
moving up than low-ranking ones, tend to feel in- are cognitively constrained in processing informa-
secure about their position, and such a sense of tion (Miller, 1956; Simon, 1957). The cognitive bur-
insecurity is likely to make them particularly sen- den is heightened in the board context, because
sitive to issues that have status implications. One directors who do not meet each other often must go
particular manifestation of this general pattern is through a large number of documents and discuss
many issues during their relatively short meetings
the often observed “middle-status conformity” phe-
(Finkelstein & Mooney, 2003). Given that the level
nomenon (e.g., Blau, 1960; Homans, 1961; Phillips
of cognitive effort needed to process information is
& Zuckerman, 2001), wherein middle-status mem-
likely to be proportional to the amount of informa-
bers are more likely to conform to, for example,
tion, a board’s size is likely to be important in
group norms than either low- or high-status mem-
determining the extent to which directors can act
bers, as conformity has implications for their status
according to the informal hierarchy. Directors on a
in the group. small board may be able to easily recall their rank
To the extent that actors of different ranks are order, as retrieving information about a small num-
differentially sensitive to and thus exhibit differing ber of directors does not require much cognitive
propensities to act by rank order, whether a board effort. By contrast, for directors on a big board,
is mainly composed of individuals who are low-, retrieving the rank order may be cognitively taxing,
middle-, or high-ranking in the corporate commu- not to mention less than completely accurate. Thus,
nity should affect the extent to which the board’s
informal hierarchy can facilitate board interactions.
2
In particular, directors are more likely to attend to Note that the trichotomy of high, middle, and low
and to act in keeping with the informal hierarchical ranks does not mean that actors within each category are
of the same rank. It is intended rather to define the range
order if they are mostly middle-ranking rather than
of actors falling into each category. Thus, a certain degree
low- or high-ranking. Consequently, the same level of hierarchical difference still exists among actors in each
of hierarchical differentiation is likely to better fa- rank category. A similar example is the distinction
cilitate the interactions of a board composed mostly among top-, middle-, and low-level managers in organi-
of middle-ranking directors than of a board com- zations.
2011 He and Huang 1125

it may be more challenging for directors on a big the board’s involvement in firm strategies is gener-
board to have their rank order guide their interac- ally reduced in good times, the need for the infor-
tions and decision making than it is for directors on mal hierarchy may be low.
a small board.
Hypothesis 5. Ceteris paribus, the positive re-
The preceding discussion suggests that the effect
lationship between the clarity of the informal
of the clarity of the informal hierarchy is likely to
hierarchy of a firm’s board and the firm’s fi-
be stronger in smaller than in bigger boards. How-
nancial performance is likely to be weaker
ever, one may argue that bigger boards are more
when the firm’s past performance was better.
likely to suffer from process loss because of the
complexity of interactions among their members. It Environmental dynamism. Environmental dy-
then stands to reason that bigger boards are in namism in business contexts refers to volatility in
greater need of structures such as an informal hier- an industry (Boyd, 1995; Dess & Beard, 1984).
archy to guide their decision-making processes. Highly dynamic industries are characterized by fre-
However, a need for structures does not guarantee quent, relatively unpredictable changes in their
that an informal hierarchy, an essentially tacit so- business environment. In such industries, firms of-
cial structure, automatically benefits a particular ten find quick decisions critical to their perfor-
board. An informal hierarchy benefits a board only mance (Bourgeois & Eisenhardt, 1988; Judge &
if it functions effectively. Given that it is more Miller, 1991). Eisenhardt (1989b) showed that
cognitively challenging for directors on big boards skills in resolving conflicts affect speed in making
to retrieve and act by their rank order than for those strategic decisions. Moreover, Keats and Hitt (1988)
on small boards, it may be harder for the proposed reported that successful firms often deal with dy-
benefits of an informal hierarchy to be realized in namism by creating simpler organizational struc-
firms with bigger boards. tures, because simplicity and clarity often result in
faster responses and increased accountability
Hypothesis 4. Ceteris paribus, the positive re-
(Boyd, 1995). These findings suggest that the coor-
lationship between the clarity of the informal
dination benefits of an informal hierarchy, which
hierarchy of a firm’s board and the firm’s fi-
are instrumental for effective boardroom interac-
nancial performance is weaker when the firm’s
tions and consensus building, are likely to be even
board is bigger.
more important for firms operating in highly dy-
Past firm performance. Directors are charged namic environments. In other words, in such envi-
with setting and supervising firm strategies. Past ronments, a board’s vulnerability to process losses
performance provides feedback and serves as a cue (Forbes & Milliken, 1999; Huse, 2007) is height-
for directors to determine what and how much of ened, which calls for greater boardroom efficiency.
such activity is called for (Mace, 1986; Pearce &
Hypothesis 6. Ceteris paribus, the positive re-
Zahra, 1992). A firm’s poor past performance may
lationship between the clarity of the informal
indicate a crisis at the top (Chatterjee & Harrison,
hierarchy of a firm’s board and the firm’s fi-
2001; Mace, 1986), and crises often lead to conflict.
nancial performance is likely to be stronger
For example, directors may question the manage-
when the firm’s industry environment is more
ment and each other for decisions that may have
dynamic.
led to the poor performance (i.e., engage in finger
pointing). Moreover, in such a situation, directors
tend to disagree about future directions, especially METHODS
if there is substantial uncertainty about the cause(s)
Sample and Data
of the firm’s poor performance. In such a conflict-
ridden situation, order is much needed to get di- We tested these hypotheses using a sample of
rectors to work together searching for a way to bring United States manufacturing firms with four-digit
the firm back on track. The informal hierarchy may SIC codes ranging from 2000 to 3999. Manufactur-
then become particularly important for guiding ing firms not only provide a valid basis for statisti-
boardroom interactions by providing a clear defer- cal analysis, but also regularly report a variety of
ence order that minimizes destructive conflicts. By variables such as R&D investment and advertising
contrast, a firm’s financial success can give rise to expenditures. These variables have been regarded
complacency and reliance on current organiza- as important contributors to firm performance, the
tional routines, so that directors may feel no need dependent variable for this study. We extracted
to question the firm’s current strategies (cf. Ferrier, information related to these firms’ directors and
2001; Lant, Milliken, & Batra, 1992). Conflicts are board compositions from 2001 to 2007 from the
less likely to arise in this situation. Moreover, as Corporate Library database, which contains archi-
1126 Academy of Management Journal December

val information about a great variety of board and informal hierarchy among directors is formed can
director variables. Compustat provided informa- be identified. Although such an approach may
tion about other firm- and industry-level variables compromise measurement precision, it has the ad-
for the same time period. After merging and match- vantage of allowing for a large-scale study that
ing the data retrieved from these two databases, we would be nearly impossible otherwise. We adopted
ended up with a panel data set with 530 firms and this latter approach, as previous studies of boards
2,157 observations. have suggested a possible way of detecting the in-
formal hierarchy among directors—that is, the
number of corporate boards that a director simul-
Measures
taneously serves.
Dependent variable. This study examined the In Mace’s seminal book about the world of direc-
performance effect of the informal hierarchy among tors, an individual revealed an insider’s under-
directors, a tacit social structure internal to a board. standing of what it means to hold positions on
In keeping with the tradition in corporate gover- several boards: “If I can be on seven boards, I have
nance research and other recent studies with a sim- seven medals and citations, and I’m better than the
ilar focus on the internal processes in top corporate guy with four” (Mace, 1986: 105). Although this
echelons (e.g., Cannella, Park, & Lee, 2008; Carpen- observation was made some years ago, the status-
ter, 2002), we adopted return on assets (ROA) as the signaling effects of board membership likely re-
measure of each firm’s financial performance. We main largely unchanged in today’s corporate com-
calculated ROA (with one-year lead) using net in- munity. Boards select directors for various reasons
come (or loss) and the total assets reported by a firm (e.g., Westphal & Zajac, 1996), but they generally
for each year. Industry effects were corrected for by prefer those who are demonstrably experienced
including industry average ROA as a control in the and skillful (Davis et al., 2003), and this preference
analyses. In general, accounting measures such as has been even more emphasized since the passage
ROA are considered to reflect the influence of in- of the SOX Act (Neff & Heidrick, 2006).3 Conse-
ternal management better than market-based mea- quently, experienced and competent director can-
sures, which are more subject to exogenous eco- didates are highly sought after and likely to be
nomic factors (Elitzur & Yaari, 1995; Hutchinson & invited to sit on multiple boards. So being invited
Gul, 2004). One concern is that ROA may mainly to join a board reflects others’ recognition and def-
reflect firms’ short-term financial performance, but erence based on intellectual competence and social
board influence is often considered to be longer- influence. Invitations to join multiple boards only
term. However, recently, especially since the pas- confirm and reinforce such recognition and defer-
sage of the Sarbanes-Oxley Act (SOX) in 2002, ence (Belliveau et al., 1996; D’Aveni, 1990). More-
boards and directors have increasingly been held over, directors all belong to a resourceful commu-
accountable for short-term operating results and nity of corporate elite members who are
financial performance (e.g., Daily et al., 2003; Neff interconnected through interlocking board mem-
& Heidrick, 2006). Since our data mainly cover a berships (Mizruchi, 1996; Useem, 1984). Director-
period after these significant changes, ROA may at ship thus allows an individual, for example, to
least partly capture the contributions of boards to learn about strategic practices in other corporations
firm performance, and any failure of ROA to reflect directly through observation and indirectly
the effect of board processes would simply make it through ties with directors sitting on their boards
difficult to find support for our hypotheses. (e.g., Beckman & Haunschild, 2002; Davis, 1991;
Independent variable. This study is concerned Haunschild, 1993). Directors with more board
with the informal hierarchy that implicitly forms memberships have better access to strategic infor-
among directors on a board on the basis of the mation. These benefits, as well as many others,
deference they receive from each other. The ideal allow directors to be more competent, influential,
way of quantifying the informal hierarchy would be
to survey the directors about their deference toward 3
other directors, but this approach is almost impos- In fact, in the post-SOX era firms are stricter in eval-
uating candidates for director positions, and directors are
sible for large-scale studies such as this one, be-
more serious about their decisions to join multiple
cause getting access to and (reliable) responses boards (Neff & Heidrick, 2006). As a result, board mem-
from directors is notoriously difficult and costly, berships are likely to provide more credit for directors’
and proper analysis would require responses from competence and influence, further validating using
all the members of many boards (Johnson, 2004; board memberships to capture the deference that each
McNulty & Pettigrew, 1999). An alternative is to director receives. We thank an anonymous reviewer for
use appropriate proxies, if the basis on which the reminding us of this.
2011 He and Huang 1127

FIGURE 1
An Illustration of the Inequality of Board Memberships

and thus respected. On the basis of post-SOX field- coefficient (Gini, 1912/55), which has been used to
work, Neff and Heidrick reported that director measure the inequality of many continuous and
candidates value “the intangible rewards of board cardinal variables (e.g., income, consumption,
services—affiliation with highly respected corpora- number of children) (Atkinson, 1983). In this case,
tions and other directors, exposure to other gover- the variable of concern is directors’ board member-
nance processes and the opportunities to gain new ships. We thus measured the clarity of the informal
ideas valuable to their own company” (2006: 1) as hierarchy among directors on a board by board
important factors in their decisions to join boards. membership inequality. A standard specification of
This evidence and argument suggest that directors the Gini coefficient is:
may draw on the number of board memberships to
assess each other’s competence and influence. So 2cov共 y, ry兲
G⫽ N៮ y ,
board memberships may at least roughly affect and
reflect the deference order among directors.
where G denotes the Gini coefficient; y, the total
Given this understanding of the causes and im-
number of board memberships (log-transformed)
plications of board memberships, we used the
held by each director of a firm’s board; ry, the rank
number of board memberships held by a director as
of each director according to board memberships;
a proxy measure of the amount of respect he/she
cov(y, ry), the covariance of y and ry; N, the number
receives from other directors. To further take into
of directors on the board; and ៮ y, the mean of y
account the possible diminishing marginal effect of
(Lerman & Yitzhaki, 1984; Pyatt, Chen, & Fei,
each additional board membership in reflecting
1980). Figure 1 graphs the Gini coefficient. The
deference,4 we logarithmically transformed the raw
straight diagonal line is the absolute equality line,
number of board memberships. We were interested
and the other two lines are the Lorenz curves for
in the clarity of the informal hierarchy among di-
two selected boards. Let A designate the area be-
rectors on a board—that is, the degree to which the
tween the Lorenz curve and the line of equality and
directors are differentiated hierarchically. Blau
B the total area under the line of equality. The Gini
(1977) suggested that the degree of hierarchical dif-
coefficient, calculated as A divided by B, thus,
ferentiation can be easily measured using the Gini
ranges from 0, indicating a situation of absolute
equality in which all actors have the same value of
4
We thank an anonymous reviewer for pointing out y, to 1, indicating a situation of absolute inequality
this possibility. in which the value of y equals 0 for all but one
1128 Academy of Management Journal December

actor. We used the Stata software package with the may represent how busy he/she is or perhaps how
user-developed command “inequal” to calculate friendly he/she is with the managements involved
the Gini coefficient for board memberships. The (Harris & Shimizu, 2004). Directors with different
correlation between the Gini and other inequality board seat counts might thus vary in the quality of
measures (relative mean deviation, coefficient of service they offer. Even so, as long as a director
variance, Mehran measure, Piesch measure, Kak- attends board meetings, deference order should
wani measure, and Theil entropy measure) was still influence how other directors interact with
above .95 in each case, indicating the reliability of him/her. Moreover, there seems to be no strong
this measure. Moreover, the Gini coefficient of theoretical reason why inequality in directors’
board memberships varied considerably not only busyness or friendships should affect firm financial
across but also within firms during the study pe- performance, and thus these factors are unlikely to
riod. The within-firm variance came from three confound the effect of inequality in board member-
sources: (1) change in directors for a firm (i.e., some ships as an indicator of the rank order among di-
directors left and others joined a board), (2) change rectors. Finally, such concerns, if indeed real, are
in a firm’s board size, and (3) change in the number greatly lessened because this study mainly covers a
of boards on which a director served. time period during which directors were under
One possible concern about this approach is that enormous pressure to be cautious about serving on
which boards a director serves on may matter more multiple corporate boards (Neff & Heidrick, 2006).
than the absolute number, because sitting on the Moderating variables. To test Hypothesis 2, we
board of a big, prestigious corporation is probably constructed the dummy variable, CEO has highest
considered more valuable than sitting on the informal rank, which took the value of 1 when a
boards of several smaller firms. This concern sug- firm’s CEO held more board memberships than any
gests that a measure of the clarity of a board’s other director. To test Hypothesis 3, we first com-
informal hierarchy should weight board member- puted the average number of directors’ board mem-
ships by the sizes of the corporations involved. berships for each board and then the sample mean
However, research on board interlocking has and standard deviation. We then created a dummy
shown that there is often a high degree of “homoph- variable, middle-ranking board, coded 1 if the av-
ily” in interlocking directorships (e.g., Davis et al., erage number of board memberships of a particular
2003; Useem, 1984)— big corporations tend to have board fell within one standard deviation of the
directors who simultaneously sit on the boards of mean, and 0 otherwise (signifying a low- or high-
other big corporations. This has both theoretical ranking board).5 One possible concern about using
and empirical implications for our measurement the average specification to construct this measure
approach. Theoretically, to the extent that directors is that the average may not mathematically distin-
differ little in terms of the sizes of the other corpo- guish a board composed mainly of directors with
rations on whose boards they also sit, number of the medium number of board memberships from a
boards constitutes a fairly reliable signal for defer- board composed mainly of directors with high and
ence. Empirically, if we were to weight board mem- low membership numbers. This is certainly possi-
berships by the sizes of the corporations involved, ble. Yet, since these two types of boards are obvi-
it should not matter substantially, as the weight ously different in their degree of inequality, con-
would differ little among the directors sitting on trolling for inequality in the analysis, as we did,
the same board. In other words, hierarchy measures should account for this possible concern.6 To test
based on weighted and unweighted board member- Hypothesis 4, board size was captured by the total
ships should be highly correlated. To validate this number of directors on a board.
idea, we randomly selected a subsample of 50 firms
from our data and collected the information needed
5
to do the weighting. Missing data brought the num- We also experimented with splitting the sample ac-
ber of firms in the subsample down to 46. We cording to different cutting points (e.g., 25%), and the
calculated the Gini coefficients for both weighted results were not materially different from those reported.
6
and unweighted board memberships, and the two Note that the dummy variable of middle-ranking
board, given how it is constructed, also essentially cap-
were highly correlated (r ⫽ .86) despite the small
tures the board connections that a firm has, though prob-
sample, thus confirming the validity of the un- ably only approximately. Alternatively, to account for
weighted measure used in our analysis. the possible effects of a firm’s social connections through
Another possible concern about our proxy mea- its board, we also experimented with including directors’
sure is that board memberships may also indicate total number of board memberships as a control variable.
something other than competence and influence. In This variable did not affect the estimated effect of infor-
particular, the number of a director’s board seats mal hierarchy.
2011 He and Huang 1129

To test Hypothesis 5, we measured past firm expertise, we included as a control active CEOs,
performance by the previous year’s ROA (t – 1).7 which was the percentage of directors who were
Besides, including past firm performance helps ad- active CEOs.
dress the possibility of reverse causality whereby Besides the informal hierarchy, boards also
the clarity of a board’s informal hierarchy corre- have formal structural characteristics, which pre-
lates with a firm’s financial performance simply vious studies have often examined (Dalton et al.,
because successful firms are able to attract a few 2007). Specifically, we controlled for outsider
competent directors with many board seats, result- ratio and CEO duality. Outsider ratio was the
ing in a highly differentiated informal hierarchy. percentage of independent outside directors.
To test Hypothesis 6, we captured environmental CEO duality was represented by a dummy vari-
dynamism with a standardized measure of the vol- able with the value of 1 if the CEO of a given firm
atility of industry sales growth rate over the five also chaired its board. It is also worth noting that
preceding years (Boyd, 1995; Dess & Beard, 1984; committees are established as formal structures
Keats & Hitt, 1988). Specifically, we first summed to organize board functions.8 Boards typically
the net sales for all the Compustat firms in each of have at least audit, compensation, and gover-
the four-digit SIC industries for each year between nance committees. To some extent, committees
1996 and 2006. We then employed five years of the as formal coordination structures are naturally
four-digit primary SIC industry-level data to gauge controlled for in our data, with over 99 percent of
environmental dynamism for the sixth year. For the firms having an independent audit commit-
each year and each industry, we regressed the five tee, over 98 percent an independent compensa-
previous years’ industry sales against year. Envi- tion committee, and over 97 percent an indepen-
ronmental dynamism was then quantified in terms dent governance committee. Given almost no
of the standard error of the regression’s slope coef- variance in whether firms had these committees,
ficient divided by the mean value of industry sales there was no statistical need to control for them
over the five-year period. Note that using the four- in the analysis. Admittedly, the committees in
digit SIC code of a firm’s primary business may not different firms may not be identical, but we were
accurately reflect diversified firms spanning multi- unable to capture such nuances with the data
ple four-digit SIC codes. This approach was an available. In any case, the Arellano-Bond linear,
empirical compromise, as more detailed data about dynamic panel data estimation employed in this
diversified firms’ sales in each industry were not study effectively deals with firm-level omitted
available. To the extent that some of the firms in the variables.
sample were diversified, this rough measure may Finally, we also controlled for firm, industry, and
render our tests conservative. institutional factors likely to either affect a firm’s
Control variables. To rigorously test the hypoth- financial performance or confound the effect of the
eses, we included control variables measured at board’s informal hierarchy. Firm size was mea-
board, firm, industry, and institution levels. The sured by the natural logarithm of the firm’s total
most important controls were for factors that might number of employees (e.g., Judge & Zeithaml, 1992;
confound any effect of the informal hierarchy as Tuschke & Sanders, 2003). Firm age was measured
measured by directors’ board memberships. Al- by subtracting the year of establishment from the
though there are strong reasons to believe that our current year. R&D intensity, often considered an
proxy is salient in the board context, hierarchical important predictor of a firm’s economic perfor-
orders might perhaps be based on director age, mance (e.g., Cannella et al., 2008), was calculated
tenure, gender, or other factors. To isolate the effect by dividing each firm’s yearly R&D expenditure by
of the informal hierarchy, we controlled for direc-
tor age inequality, director tenure inequality, and
8
director gender diversity. Gini coefficients were We thank an anonymous reviewer for bringing up
used to represent age and tenure inequality. Gender this point. Addressing this issue regarding formal ar-
diversity was measured using Blau’s (1977) heter- rangements in boards may potentially help enrich peo-
ogeneity index. We also included in the analyses ple’s understanding of how informal hierarchies func-
tion in boards. But such formal arrangements may not
average director age and average director tenure.
fundamentally change the effect of an informal hierar-
To at least partly account for the effects of directors’ chy as predicted in this study, given the long-estab-
lished wisdom about the deep impact of “the organi-
zation behind the chart” (Krackhardt & Hanson, 1993;
7
The statistical results proved indifferent to different Merton, 1940) and the concerns about the extent to
specifications of past firm performance based on two-, which formal board structures are effective (Finkel-
three-, or four-year moving averages. stein & Mooney, 2003).
TABLE 1
Descriptive Statistics and Correlationsa
  Variables Mean s.d. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22

1. Firm ROA 0.02 0.18


2, Industry average ROA ⫺1.56 20.40 .01
3, Sarbanes-Oxley Act 0.77 0.42 .11 .02
4, Firm size 1.80 1.56 .21 ⫺.03 ⫺.04
5, Firm age 3.55 0.97 .18 ⫺.02 .01 .30
6, R&D intensity 0.09 0.41 ⫺.33 .01 ⫺.02 ⫺.27 ⫺.18
7, Advertising intensity 0.01 0.03 .02 .02 ⫺.01 .04 .05 ⫺.01
8, CEO duality 0.66 0.48 .05 ⫺.02 .01 .16 .10 ⫺.08 .06
9, Outside director ratio 0.75 0.12 .07 ⫺.03 .15 .24 .15 ⫺.07 .00 .17
10. Insider ownership 0.15 0.17 ⫺.08 ⫺.02 ⫺.21 ⫺.19 ⫺.01 .00 .04 ⫺.04 ⫺.29
11. Institutional ownership 0.65 0.35 .09 .00 .03 .07 .05 ⫺.03 ⫺.03 .06 .13 ⫺.11
12. Active CEOs 0.34 0.29 ⫺.09 ⫺.01 ⫺.83 .06 .01 .00 ⫺.01 .04 ⫺.04 .06 ⫺.01
13. Director gender diversity 0.16 0.13 .14 .00 ⫺.01 .40 .22 ⫺.15 .11 .12 .25 ⫺.10 .03 .01
14. Director age inequality 0.02 0.01 ⫺.10 .00 ⫺.03 ⫺.15 ⫺.12 .09 .11 ⫺.19 ⫺.31 .12 ⫺.08 ⫺.09 ⫺.02
15. Director tenure inequality 0.20 0.07 .03 ⫺.01 ⫺.04 .12 .15 ⫺.01 .02 ⫺.09 .06 ⫺.05 ⫺.01 .01 .09 .06
16. Average director age 4.09 0.06 .07 .02 .04 .18 .13 ⫺.05 ⫺.04 .08 .08 ⫺.06 .06 ⫺.08 ⫺.05 ⫺.28 ⫺.09
17. Average director tenure 2.02 0.35 .07 .02 .06 ⫺.09 .16 ⫺.01 .01 ⫺.01 ⫺.29 .18 ⫺.02 ⫺.09 ⫺.17 .09 ⫺.43 .36
18. Board size 9.18 2.33 .18 ⫺.02 ⫺.03 .59 .30 ⫺.14 .13 .03 .19 ⫺.09 .02 ⫺.02 .38 ⫺.02 .17 .12 ⫺.07
19. CEO has highest informal rank 0.09 0.28 .06 .02 .00 ⫺.12 ⫺.01 ⫺.04 ⫺.02 .03 ⫺.13 .08 .00 .00 ⫺.07 .04 ⫺.08 .02 .18 ⫺.11
20. Middle-ranking board 0.52 0.50 ⫺.06 .00 ⫺.06 ⫺.24 ⫺.05 .04 ⫺.03 ⫺.07 ⫺.10 .18 ⫺.02 ⫺.01 ⫺.09 .15 .04 ⫺.10 .03 ⫺.15 ⫺.03
21. Past firm performance (t – 1) 0.03 0.18 .70 .00 .03 .20 .19 ⫺.34 .03 .03 .06 ⫺.05 .07 ⫺.02 .17 ⫺.08 .04 .07 .07 .20 .05 ⫺.07
22. Environmental dynamism 0.03 0.03 ⫺.05 .00 .00 ⫺.17 ⫺.10 .03 ⫺.12 ⫺.03 ⫺.07 .01 ⫺.03 .00 ⫺.22 .00 ⫺.05 ⫺.01 .01 ⫺.20 .06 .06 ⫺.10
23. Clarity of board informal hierarchy 0.21 0.11 ⫺.04 .00 .07 .05 .03 .01 .02 ⫺.02 .14 ⫺.10 .04 ⫺.07 .10 .00 .12 .02 ⫺.16 .06 ⫺.33 .25 ⫺.04 .00

a
Correlation coefficients greater than 0.03 are statistically significant at p ⬍ .05; n ⫽ 2,157.
2011 He and Huang 1131

its total assets. Advertising intensity, calculated by moderating variables included. Noticeably, neither
dividing each firm’s yearly advertising expenditure inequality in directors’ ages or tenures nor director
by total assets, was also included (e.g., Kor & Ma- gender diversity, all of which may confound the
honey, 2005). We also controlled for two owner- effect of board membership inequality, was a sig-
ship variables, insider ownership and institutional nificant predictor of firm financial performance.
ownership, which were measured by the percent- This observation tends to support the fundamental
ages of outstanding shares held by a firm’s top idea that inequality in directors’ board member-
managers and by institutional investors, respec- ships is likely to effectively reflect an informal hi-
tively (Dalton et al., 2007). To control for the effects erarchy based on directors’ deference for each oth-
of industry, we included industry average perfor- er’s competence and influence rather than other
mance, calculated as average ROA at the four-digit attributes such as age, tenure, and gender.
SIC code level. Finally, the enactment of the Sar- Hypothesis 1 states that the clarity of a board’s
banes-Oxley Act in 2002 is considered one of the informal hierarchy is likely to be positively related
biggest institutional changes related to corporate to firm financial performance. In model 2, the esti-
governance in the United States (Neff & Heidrick, mated coefficient of board membership inequality,
2006), and we captured this change with a dummy our proxy for the clarity of the informal hierarchy,
variable coded 1 for years after its passage. was statistically significant (p ⬍ .05) with a posi-
tive sign. Moreover, including this variable also
significantly improved model fit compared to
Statistical Estimations
model 1, as indicated by the significant increase in
The data comprised a panel with 530 manufac- chi-square. Hypothesis 1 was thus supported. To
turing firms repeatedly observed during the illustrate the effect size, consider the estimate in
2001– 07 study period, and the dependent variable, model 2 (0.124 ⫻ board membership inequality).
ROA, was continuous. The data had two notable All else being equal, when board membership in-
features. First, the number of time periods (T) is equality increases from a low level (1 s.d. below the
small, but the number of panels or cases (N) is mean) to a high level (1 s.d. above the mean), firm
large. Second, properly testing the hypotheses (Hy- ROA is predicted to increase, on average, from 1.2
pothesis 4 in particular) required including the to 4 percent, a positive change of 2.8 percent. Given
lagged dependent variable (ROA) as a covariate. the fact that the average ROA in our sample was
The lagged dependent variable was intrinsically only around 2 percent, such a change is substantial.
correlated with the unobserved panel-level effects, Hypothesis 2 suggests that the clarity of a board’s
giving inconsistent standard estimators from fixed- informal hierarchy is likely to be less important
or random-effects linear regression models. A par- when the CEO of the focal firm has the highest rank
ticular solution to this problem is a consistent gen- in the informal hierarchy. As shown in model 3, the
eralized method-of-moments (GMM) estimator for estimated coefficient for the interaction between
the parameters (Arellano & Bond, 1991; Arellano & the clarity of the informal hierarchy and the
Bover, 1995; Greene, 2003). We estimated this dummy variable for the CEO having the highest
model using the “xtabond” module provided in the informal rank was not statistically significant (al-
Stata 10 software package. though having the predicted negative sign). Thus,
Table 1 presents descriptive statistics and a cor- Hypothesis 2 was not supported. A post hoc prob-
relation matrix for the variables. The hypothesized ing showed that our data included only a small
variables did not correlate strongly with one an- number of cases in which the CEO occupied the top
other or with the control variables, easing concerns position in the informal hierarchy, which made it
about multicollinearity. However, testing some of statistically difficult to properly test Hypothesis 2.
the hypotheses entailed including interaction This feature of our data echoes the fact that active
terms in the analyses. To check whether including CEOs have become highly cautious about taking
interaction terms resulted in multicollinearity outside board positions after the passage of the
problems, we also mean-centered the variables be- SOX Act (Neff & Heidrick, 2006).
fore forming interaction terms and reran all the Model 4 tested Hypothesis 3, which predicts that
analyses. The results from these analyses were not the positive effect of the clarity of an informal hi-
materially different from those reported. erarchy is likely to be stronger in boards whose
directors on average are of middle rank in the cor-
porate community. The estimated coefficient for
RESULTS
the interaction between the clarity of the informal
Table 2 presents the results of the analyses. hierarchy and a middle-ranking board was statisti-
Model 1 is the baseline model with all controls and cally significant (p ⬍ .01) with the anticipated pos-
1132 Academy of Management Journal December

TABLE 2
Arellano-Bond Linear Dynamic Panel Data Regression Models Relating Clarity of
Board Informal Hierarchy with Firm Financial Performance
Variables Model 1 Model 2 Model 3 Model 4 Model 5 Model 6 Model 7

Constant 0.057 0.082 0.078 0.137 ⫺0.151 ⫺0.396 0.146


(0.590) (0.588) (0.587) (0.585) (0.586) (0.542) (0.588)
Industry average performance (ROA) 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001 0.0001
(0.0001) (0.0001) (0.0001) (0.0001) (0.0001) (0.0001) (0.0001)
Sarbanes-Oxley Act 0.057** 0.057** 0.057** 0.056** 0.061** 0.071** 0.059**
(0.021) (0.021) (0.021) (0.021) (0.021) (0.019) (0.021)
Firm size ⫺0.027† ⫺0.027† ⫺0.027† ⫺0.029† ⫺0.026 ⫺0.023 ⫺0.027
(0.016) (0.016) (0.016) (0.016) (0.016) (0.015) (0.016)
Firm age 0.088** 0.089** 0.090** 0.092** 0.095** 0.125** 0.088**
(0.027) (0.027) (0.027) (0.027) (0.027) (0.025) (0.027)
R&D intensity 0.044* 0.044* 0.044* 0.042† 0.044* ⫺0.031 0.043*
(0.022) (0.022) (0.022) (0.022) (0.021) (0.019) (0.022)
Advertising intensity ⫺0.302 ⫺0.315 ⫺0.32 ⫺0.34 ⫺0.34 ⫺0.519* ⫺0.306
(0.260) (0.260) (0.259) (0.258) (0.257) (0.239) (0.259)
CEO duality ⫺0.001 ⫺0.002 ⫺0.002 ⫺0.002 ⫺0.002 ⫺0.009 ⫺0.003
(0.009) (0.009) (0.009) (0.009) (0.009) (0.009) (0.009)
Outside director ratio ⫺0.006 ⫺0.005 ⫺0.004 ⫺0.004 ⫺0.011 0.016 ⫺0.005
(0.045) (0.045) (0.045) (0.045) (0.044) (0.041) (0.045)
Percent of insider ownership ⫺0.018 ⫺0.009 ⫺0.008 ⫺0.006 ⫺0.006 ⫺0.023 ⫺0.009
(0.023) (0.024) (0.024) (0.024) (0.023) (0.022) (0.024)
Percent of institutional ownership ⫺0.009 ⫺0.009 ⫺0.009 ⫺0.009 ⫺0.008 ⫺0.012 ⫺0.009
(0.010) (0.010) (0.010) (0.010) (0.010) (0.009) (0.010)
Percent of active CEOs 0.008 0.008 0.009 0.009 0.013 0.039 0.01
(0.027) (0.027) (0.027) (0.027) (0.027) (0.025) (0.027)
Director gender diversity ⫺0.097† ⫺0.095† ⫺0.093† ⫺0.097† ⫺0.091† ⫺0.103* ⫺0.098†
(0.052) (0.052) (0.052) (0.051) (0.051) (0.048) (0.051)
Director age inequality ⫺0.7 ⫺1.014 ⫺1.043 ⫺1.212 ⫺0.959 ⫺0.467 ⫺1.109
(1.274) (1.276) (1.275) (1.269) (1.265) (1.179) (1.274)
Director tenure inequality 0.054 0.036 0.034 0.025 0.035 0.051 0.041
(0.080) (0.080) (0.080) (0.079) (0.079) (0.074) (0.080)
Director average age ⫺0.089 ⫺0.1 ⫺0.101 ⫺0.107 ⫺0.074 ⫺0.008 ⫺0.11
(0.149) (0.148) (0.148) (0.148) (0.147) (0.137) (0.148)
Director average tenure 0.015 0.012 0.01 0.008 0.008 ⫺0.003 0.013
(0.029) (0.029) (0.029) (0.029) (0.029) (0.027) (0.029)
Board size 0.001 0.002 0.002 0.003 0.015** ⫺0.001 0.002
(0.003) (0.003) (0.003) (0.003) (0.005) (0.003) (0.003)
CEO has highest informal rank 0.005 0.009 0.026 0.005 0.013 ⫺0.014 0.009
(0.012) (0.012) (0.022) (0.012) (0.012) (0.011) (0.012)
Medium-ranking board ⫺0.002 ⫺0.004 ⫺0.003 ⫺0.053** ⫺0.002 0.004 ⫺0.003
(0.008) (0.008) (0.008) (0.019) (0.008) (0.007) (0.008)
Past firm performance 0.350** 0.346** 0.344** 0.341** 0.338** 1.351** 0.344**
(0.030) (0.030) (0.030) (0.029) (0.029) (0.060) (0.029)
Environmental dynamism 0.271 0.261 0.267 0.268 0.261 0.273 ⫺0.433
(0.199) (0.198) (0.198) (0.197) (0.197) (0.183) (0.446)
Clarity of informal hierarchy (H1) 0.124* 0.145* ⫺0.048 0.805** 0.081 ⫺0.008
(0.063) (0.067) (0.088) (0.209) (0.058) (0.098)
Clarity of informal hierarchy ⫻ CEO has highest rank (H2) ⫺0.137
(0.147)
Clarity of informal hierarchy ⫻ medium-ranking board (H3) 0.294**
(0.106)
Clarity of informal hierarchy ⫻ board size (H4) ⫺0.083**
(0.024)
Clarity of informal hierarchy ⫻ past firm performance (H5) ⫺8.720**
(0.344)
Clarity of informal hierarchy ⫻ environmental dynamism (H6) 3.867*
(2.235)
␹2
286.8 293.25 294.62 303.85 305.84 858.25 295.39
Model comparison ⌬␹2 a
6.45 1.37 10.6 12.59 565 2.14

a
For model 2, the comparison is model 1. Model 2 is the comparison for all other models.

p ⬍ .10
* p ⬍ .05
** p ⬍ .01

One-tailed tests for hypothesized variables and two-tailed tests for control variables.

itive sign. Moreover, a significant increase in chi- 4 was based on splitting the sample into two
square indicated a significant improvement in groups, the middle-ranking boards and the others.
model fit compared to model 2. Therefore, Hypoth- To check the robustness of the result in model 4, we
esis 3 was supported. Note that the testing in model also split the sample into three groups of low-,
2011 He and Huang 1133

middle-, and high-ranking boards and created two show that (at least among manufacturing firms) in-
dummy variables with low-ranking boards as the equality in directors’ board memberships is posi-
reference group. The estimated coefficient for the tively related to a firm’s ROA. Further, the clarity of
interaction between the clarity of the informal hi- the informal hierarchy has a stronger positive effect
erarchy and a middle-ranking board was still sta- on ROA when the directors on a board are mostly of
tistically significant (p ⬍ .05) with a positive sign, middle rather than low or high rank, when the firm
indicating that the positive effect of the informal has a smaller board, when the past performance of
hierarchy was stronger in middle-ranking boards the firm has been poorer, and when the industry is
than in low-ranking boards. By contrast, the esti- more dynamic. These findings have some impor-
mated coefficient of the interaction between the tant implications for both academic research and
informal hierarchy and a high-ranking board governance practices.
was not statistically significant. These patterns fur- First, in terms of corporate governance research,
ther supported Hypothesis 3. these findings shed new light on how boards may
Model 5 tested Hypothesis 4, which predicts that contribute to firm financial performance. Questions
the positive effect of the clarity of the informal about the performance effects of board composition
hierarchy is likely to be stronger in smaller boards. have led some researchers to conclude that previ-
The estimated coefficient for the interaction be- ous studies of boards and firm financial perfor-
tween the clarity of the informal hierarchy and mance have probably overemphasized the formal
board size was statistically significant (p ⱕ .01) structural attributes of boards designed mainly to
with the anticipated negative sign. Moreover, a sig- deal with agency issues at the top of corporations
nificant increase in chi-square indicated a signifi- (Dalton et al., 2007; Zahra & Pearce, 1989). Such a
cant improvement in model fit compared to model focus overlooks the facts that boards are human
2. Therefore, Hypothesis 4 was supported. groups and that the effectiveness and efficiency of
Models 6 and 7 examined the moderating effect group interactions is critical for boards’ contribu-
of two contingencies external to a board, past tions to their firms (Charan, 1998; Finkelstein &
firm performance and environmental dynamism. Mooney, 2003; Forbes & Milliken, 1999; Garratt,
Model 6 tested Hypothesis 5’s prediction that the 1996; Huse, 2007; Johnson, 2004). As an attempt to
positive effect of the clarity of a board’s informal systematically explore the informal aspects of
hierarchy is stronger when a firm has been per- board functioning using large-scale, archival data,
forming poorly. The estimated coefficient of the this study has confirmed the value and promise of
interaction between the clarity of the informal studying board processes and the factors that affect
hierarchy and past firm performance was statis- them. This study thus constitutes a direct response
tically significant (p ⬍ .01) with the anticipated to Daily and colleagues’ (2003) call for new ap-
negative sign. Thus, Hypothesis 5 was strongly proaches to studying how boards influence firm
supported. Hypothesis 6 anticipates that the pos- financial performance.
itive effect of the informal hierarchy will be The results also enrich (by inference) under-
stronger in more dynamic industry environ- standing of what affects board processes. Pettigrew
ments. Model 7 supports this prediction, as the (1992) suggested that studies of boards have paid
estimated coefficient of the interaction between insufficient attention to what actually goes on in
informal hierarchy and environmental dynamism boardrooms. As noted above, this is partly because
had the predicted positive sign and was statisti- of the dominance of agency theory in corporate
cally significant (p ⬍ .05). governance research (Daily et al., 2003), so that
board interactions are often viewed as those be-
tween the CEO and the other directors rather than
DISCUSSION AND CONCLUSIONS
those among them as a group. This study took as its
This study was designed to refine understanding premise that boards are groups and that, as with
of the influence of corporate boards on firm finan- other human groups, informal structures emerging
cial performance. It tested the proposition that an among the member-directors may influence their
informal hierarchy delineating a deference order in interactions (Forbes & Milliken, 1999; Huse, 2007).
a firm’s board of directors functions to coordinate Indeed, the findings tentatively confirm that the
and enhance the productivity of the board’s inter- informal hierarchy of a board (represented here by
actions, thus promoting better financial perfor- the inequality of directors’ board memberships) has
mance for the firm. Using inequality in directors’ significant implications for the board’s effective-
board memberships as our proxy for the clarity of ness by providing social cues for how directors
this informal hierarchy, our empirical analyses interact. This has been the first large-scale study of
support this proposition. In particular, the results which we are aware to examine how informal hi-
1134 Academy of Management Journal December

erarchies affect directors’ contributions to firm per- from laboratory settings to real work groups can
formance. We hope it can be a stepping stone for help scholars develop a better understanding of
future studies designed to systematically explore how informal hierarchies affect group effectiveness
the underlying social mechanisms that guide by taking into account conditions both inside and
boardroom interactions. outside groups, as shown in this study.
In addition, this study suggests a complemen- Third, our findings have implications for gov-
tary approach to examining agency issues in cor- ernance practices. The findings that its informal
porate governance. Previous studies of boards hierarchy shapes interactions on a board and that
and firm financial performance have been criti- the financial performance of the focal firm re-
cized for their overreliance on agency theory, and flects such influence suggest a potential avenue
they have in fact generated inconsistent empiri- for improving corporate governance. Recent cor-
cal findings (Daily et al., 2003; Dalton et al., porate governance reform has focused almost ex-
2007). Although various explanations of the in- clusively on designing boards in ways that will
consistent findings can be proposed (Johnson et keep directors independent of management
al., 1996), this study provides an alternative way (Westphal & Bednar, 2005), but the impact of
of assessing the value of agency theory in gover- such initiatives has been limited at best (Dalton
nance research. Specifically, we tried to explore et al., 2007). Our findings suggest that board re-
whether occupying the top position in the infor- form should emphasize alternative ways of im-
mal hierarchy provides a CEO with leverage to proving the effectiveness of boardroom interac-
act opportunistically. Although our analysis tions (see also Finkelstein & Mooney, 2003). One
(model 3 in Table 2) was not conclusive owing to way to achieve improvement might involve rec-
data limitations, we believe this question de- ognizing and nurturing an informal hierarchy
serves continued research attention when larger- among directors. To do so, a board does not al-
scale data are available. ways have to go after highly regarded directors,
Second, we set out to extend group dynamics which may be difficult and costly, because the
research to a different setting, boards of directors, hierarchical differentiation among directors is
and the findings confirm the fruitfulness of such defined relatively. Like Groysberg and col-
extension in several respects. Although it has long leagues’ (2009) findings, the results of this study
been noted that informal hierarchies can coordi- suggest that having an “all-star” board may not be
nate interactions and reduce conflict in groups, this conducive to effective board interactions. Identi-
idea has mainly been treated conceptually and re- fying how informal hierarchies form and select-
ceived scant systematic investigation (see Magee & ing directors accordingly may constitute an addi-
Galinsky, 2008). Of those studies with empirical tional measure to improve the functioning of
evidence on this phenomenon, Whyte (1943) pro- corporate boards.
vided a case-based enthnolographical account, Despite its potential contributions, this study has
Gould (2003) examined the effect of rank orders on some limitations that call for care in interpreting its
conflicts at the dyadic level, and Groysberg and empirical findings and suggest directions for future
colleagues (2009) focused on the effect of “stars” on research. First, we were unable to collect system-
group effectiveness. This study supplements these atic and complete data about the diversity of direc-
studies by subjecting this notion to rigorous large- tors’ education levels, industry experience, func-
scale empirical examination and identifying its key tional backgrounds, or public service records and
boundary conditions. Furthermore, studies of in- thus were unable to control for the effects of such
formal hierarchies in groups, especially those of variables in our models. Yet informal hierarchies in
status characteristics (e.g., Ridgeway et al., 1994), corporate boards may sometimes be based on these
often depict status differentiation as categorical dif- variables, though we feel that failing to include
ferences based on demographic characteristics. them did not seriously bias the results of this study.
Such an approach risks overlooking the fine- Take directors’ functional background as an exam-
grained differentiation in rank among group mem- ple. If directors on a board draw heavily on func-
bers and, as a result, pays scant attention to Blau’s tional background in conferring deference, we
(1977) conceptualization of status inequality as an should not observe any effect of board membership
important structural condition at the group level. inequality, regardless of whether functional back-
As far as we know, this study is one of very few to ground is controlled for. Or the effect of board
have explicitly modeled this group-level structural membership inequality and functional background
condition. In addition, most studies of informal may be confounded if background mainly deter-
hierarchies in groups have been conducted in lab- mines directorship. Yet such a possibility would in
oratory settings (Magee & Galinksy, 2008). Going fact provide additional validation for our proxy
2011 He and Huang 1135

measure of informal hierarchy based on board room interactions and whether these mechanisms
membership, as functional expertise simply consti- complement or substitute for each other.9
tutes an antecedent of board membership. Nonethe- Third, we were unable to explore in-depth vari-
less, considering these additional variables opens a ous possible downsides of a board’s informal hier-
promising avenue for research. That is, informal archy. Although it seems self-evident that efficient
hierarchies may be based on different dimensions, coordination is much needed in a corporate board
so multiple hierarchies may exist among directors. (Forbes & Milliken, 1999; Huse, 2007), we do rec-
Future studies may fruitfully examine how multi- ognize the possibility that a board’s informal hier-
ple informal hierarchies are likely to respectively archy may not always benefit its firm, as the effec-
or interactively affect different decisions of boards. tiveness of a hierarchy depends on internal and
Generally speaking, we believe future research in external contingencies. For example, we predicted
this area would benefit enormously if comprehen- that when a firm’s CEO also occupies the top posi-
sive and direct measures of board informal hierar- tion in the informal hierarchy, agency problems
chy could be developed and validated. might become severe, thus weakening the benefits
Second, we have proposed that the logical link of the informal hierarchy. Future research might
between a board’s informal hierarchy and its firm’s focus on how the informal hierarchy can bias group
financial performance is the effectiveness of the decision making or introduce destructive conflict
board’s interactions. Ideally, a better way of captur- into a board’s deliberations.
ing the effectiveness of board interactions would be Finally, given our focus on informal social struc-
to analyze the content and quality of actual board tures, we included board independence and lead-
decisions. Like previous researchers examining the ership structure only as statistical controls. More-
performance effects of corporate boards (see Dalton over, our data provided natural control for board
et al. [2007] for a recent review), we were unable to committees, because variance in the presence of the
do this. Our analytical strategy relied instead on three major types of committees was absent. Thus,
logical inference to develop a set of closely linked we did not examine how the interplay between
corollary hypotheses that triangulate the suggested formal and informal structures influences the dy-
causal mechanism and eliminate possible alterna- namics and outcomes of boardroom interactions.
tive explanations (Lave & March, 1993; Merton, But this could be a promising research avenue be-
1968). Future studies may adopt creative ap- cause formal and informal structures coexist in co-
proaches to overcome the difficulties in directly ordinating directors’ interactions. Future studies
measuring the effectiveness of board interactions might examine whether formal and informal struc-
and testing its mediating effects. Therefore, we tures substitute for or complement each other. For
hope readers are cautious in interpreting our em- example, it would be interesting to investigate
pirical findings related to firm financial perfor- whether establishing a greater number of board
mance as measured by ROA. We also believe that committees reduces or enhances the effects of a
board research could advance quickly if large-scale board’s informal hierarchy.
data on actual board decisions and processes were To summarize, this study looked into a simple
available. yet fundamental fact about corporate boards—
On a related point, in this study we highlighted they are groups of individuals compelled to in-
the importance of the informal hierarchy in guiding teract, to discuss, and to make strategic decisions.
directors’ interactions, especially in addressing ac- The results demonstrate a relationship between
tual and potential challenges to building consensus firm financial performance and a seemingly un-
among directors. However, other mechanisms can important proxy variable—the inequality of di-
also help a board build consensus. They may in- rectors’ board memberships. Yet, to the extent
clude, for example, ingratiation (Westphal & Stern, that this variable captures the deference order
2007) and group composition (e.g., as influenced by among directors, the approach has been rather
recruiting directors with similar beliefs). With our fruitful in showing that directors seem to be at-
limited data, we were unable to test these alterna- tentive to the informal hierarchical order among
tive mechanisms, but to the extent that they also themselves and that such attention affects their
promote consensus building, they should essen- effectiveness in playing their strategic roles. The
tially condition rather than negate the effect of in- results offer further insights by showing that cer-
formal hierarchy. Still, examining such mecha- tain contingencies can modify the influence of
nisms might enhance understanding of how a
board’s informal hierarchy affects boardroom inter-
actions. Future studies might examine how differ- 9
We thank an anonymous reviewer for this
ent consensus-building mechanisms affect board- suggestion.
1136 Academy of Management Journal December

this informal hierarchical order. We hope this agement team heterogeneity and firm performance.
study can stimulate more research aimed at un- Strategic Management Journal, 23: 275–284.
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2011 He and Huang 1139

Jinyu He (mnjhe@ust.hk) is an assistant professor of stra- Science and Technology. He received his doctoral degree in
tegic management in the Department of Management at organization studies from Boston College. His primary areas
the Hong Kong University of Science and Technology. He of interests are organizational theory and organizational
received his Ph.D. from the University of Illinois at Ur- sociology. Particular issues of investigation include status
bana-Champaign. His current research interests focus on stratification in market contexts, relational networks and
corporate governance, competitive dynamics, and their identity, the emergence and evolution of organizational
interrelationship. fields, markets, and industries. He has been examining
Zhi Huang (huangzb@ust.hk) is an assistant professor in the these issues in the context of U.S. collegiate sports and the
Department of Management at the Hong Kong University of U.S. commercial banking industry.

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