Corporate board of directors : structure and efficiency.

Summary The main objective of this thesis is to contribute to the literature on board structure and effectiveness. It is structured around four chapters. The first chapter is a review of the literature, while the other three focus on separate research questions. The first study presented in the second chapter of this thesis aims to investigate the determinants of the size of the BoD, the independence of its members, and the duality of the functions of management and chair of the BoD. The main contributions of this study can be summarized as follows: first, our results are based on the analysis of one of the largest samples used in this field, with approximately 16,000 observations (firm-years) for nearly 2,300 U.S. firms observed from 1997 to 2010. Moreover, from a methodological point of view, a battery of statistical tests was carried out in order to verify the robustness of our results, in particular tests taking into account the heterogeneity and simultaneity biases. Finally, this study is probably the first to demonstrate that the passage of the SOX law has limited the ability of managers to influence the composition of the board. The second study focuses on analyzing the two main functions of the board, which are to advise the CEO and to monitor the CEO's activities. Thus, understanding the ability of the board of directors to fulfill these functions is a fundamental question that we propose to explore. This study adds to the emerging literature on the advisory function of the board of directors by providing new evidence on the importance of this function in the creation of corporate value. These results also shed light on the potential conflict between the two main functions of the AC. Finally, this study is in line with the current of thought that seeks to evaluate the impact of corporate characteristics on the effectiveness of corporate governance structures. The main objective of the third study presented in the last chapter of this thesis is to determine whether and how directors' stock-based compensation can affect future acquisition decisions. The results of this study shed new light on director compensation. This study highlights the importance of stock and option incentive compensation practices for board members. Although many studies have been conducted to analyze the relationship between director incentives and firm performance, our study is one of the first to explore the mechanisms through which these incentives can influence firm value.