Three essays on the composition of boards of directors and their contribution to effective corporate governance.

Summary The objective of this thesis is to study what composition of the board of directors ensures the effectiveness of its monitoring and advisory functions. In Chapter 1, we investigate whether the presence of directors who are related to minority shareholders can be an effective corporate governance mechanism to limit expropriation by majority shareholders, without exacerbating risks. The empirical study in this chapter is conducted on a sample of banks with concentrated ownership. The results indicate that the presence of minority directors increases the effectiveness of the bank board insofar as it leads to higher market valuation without increasing risk. Chapter 2 complements the first chapter to determine the factors, both at the bank and country level, that may favor the presence of minority directors on bank boards. The results show that: (i) the importance of majority shareholders' voting rights, the quality of board recommendations in corporate governance codes and the level of shareholder protection are factors that favor the presence of minority directors on bank boards. (ii) strict supervisory regimes and high opacity reduce the presence of minority directors on bank boards. Our work suggests that banking authorities should recommend that banks with concentrated ownership include a minimum number of minority directors on their boards. In Chapter 3, we examine the impact of imposing a minimum quota of members of each gender on firms' performance and decisions, using the cases of Belgium, France and Italy as a natural experiment. Our statistical analysis shows that the percentage of women increases significantly and that the characteristics of board members change significantly after the quota is implemented. The empirical results show that quotas do not have a significant impact on firm performance and decisions. Our results support the implementation of a quota to ensure a balanced representation of men and women on corporate boards. However, they show that regulators create unrealistic expectations about the ability of women to improve firm performance, at least in the short run when the negative effects of imposing a quota are potentially the greatest.