Analysis of the Boards in U.S. Firms

Abstract

This paper studies regulations, principles, and trends regarding the duties, structures, and operations of the boards in U.S. to provide implications to Korean firms. Firstly, the boards should have majority of its members as management experts to be the last decision maker. In case of U.S., 66% are retired or ongoing executives. Secondly, the ratio of outside directors is different across different ownership structure in U.S. When CEO holds substantial amount of shares, the proportion of outside directors is shown to be low. Thirdly, regulations proposed by Korea financial institutions guideline about term period of outside director, and the ratio of newly selected outside directors have nothing to do with good corporate governance. The tenure of outside directors in U.S. is not regulated, but determined in the market.