Did corporate boards matter during the Great Depression? Belgian evidence This version: July 2015 Marc Deloof University of Antwerp and Antwerp Management School E-mail: [email protected] Veronique Vermoesen University of Antwerp E-mail: [email protected] 1 Abstract We investigate how corporate governance as reflected by board characteristics, was related to the value of listed Belgian firms in the 1928-1931 period, when investor protection was weak and firms were hit by the biggest financial crisis of the 20th century. We find that firms typically had a large board, with directors holding multiple directorships in banks and other firms. Board size, busy boards and bankers on the board were positively associated with corporate value, but the value of busy boards strongly decreased in the 1929-1931 period. We also find a negative but less pronounced crisis effect for board size and bankers on the board. These negative crisis effects seem to be largely driven by firm risk: riskier firms have busier, larger boards and experience a larger drop in value. JEL classification: G21, G30, G34 Keywords: Busy boards, director interlocks, board size, bank affiliation, corporate value, Great Depression, Belgium 2 1. Introduction Does corporate governance matter during a financial crisis? A number of studies have found that corporate governance practices significantly affected firm value during the East Asian Crisis in 1997-1998 (Baek et al., 2004; Johnson et al., 2000; Lemmon and Lins, 2003; Mitton, 2002) and the recent 2008-2009 financial crisis (Erkens et al., 2012; Nguyen et al., 2015). In this paper, we take a unique historical perspective by investigating the value of corporate governance in Belgium during the Great Depression. This was a period when investor protection was weak and firms were hit by the worst financial crisis of the twentieth century. Our focus is on characteristics of the corporate board: we consider board busyness, i.e. the extent to which directors on the board held multiple directorships, board size, i.e. the number of directors on the board, and the presence of bankers on the board. Belgium at the time of the Great Depression provides a very interesting environment to study the value of corporate boards. Despite weak investor protection and mostly unregulated corporate governance, Belgium had an active stock market. In 1929, the ratio of stock market capitalization to the GDP in Belgium (1.31) was similar to that in the United Kingdom (1.38) and Japan (1.20), and much higher than in Germany (0.35) or the United States (0.75). The fraction of gross fixed capital formation raised via equity was much higher in Belgium (0.85) than in the United Kingdom (0.35), the United States (0.38), or Japan (0.13) (Rajan and Zingales, 2003). Moreover, Belgium combined an active stock market with a powerful banking industry (e.g. Chlepner, 1943; Durviaux, 1947; van der Valk, 1932; Vanthemsche, 1991). Rajan and Zingales (2003) find that the ratio of commercial and savings deposits to the gross domestic product (GDP) in 1929 was higher in Belgium (0.48) than in the United States (0.33), Germany (0.27), or Japan (0.22). The banking industry was dominated by a limited number of banks with close ties to the Belgian industry via director interlocks and equity stakes (e.g. Chlepner, 1943). 3 ***Figure 1 about here*** The Great Depression had a strong negative effect on the value of Belgian firms. Figure 1 shows the cumulative stock returns of all firms listed on the Brussels Stock Exchange in the period 1927–19311. We set the index at 100 on January 1st 1927. During the entire decade after world war I, the Stock Exchange was almost always in a state of excitement (e.g. Chlepner, 1943). The index rose from 100 to 215 from January 1927 to January 1929, the culminating point of the rising market. This is depicted by the vertical line on the chart. After January 1929, stock prices started decreasing. From January 1929 to December 1931, the index fell from 215 to 77. Corporate governance is likely to be especially relevant during a financial crisis, for at least two reasons (Baek et al., 2004; Johnson et al., 2000; Mitton, 2002). First, a crisis can lead to greater expropriation by management as their expected return on investments falls. Second, corporate governance attracts more attention from investors and financial institutions during crisis periods resulting in a shift of financing from firms that appear to have weak corporate governance to firms with better corporate governance. Overall, firms with weaker corporate governance are expected to lose relatively more value during the crisis. In this paper we focus on corporate boards, because the board is often considered as the most important internal corporate governance mechanism that monitors and advises management in the interests of the shareholders (e.g. Francis et al., 2012), and its role should be especially important during crisis periods (e.g. Mace, 1986; Nguyen et al., 2015). An additional advantage of focusing on a crisis such as the Great Depression is that we can avoid the endogeneity problem arising from endogenously composed boards (e.g. Boone et al., 2007; Linck et al., 2008). Prior papers have tried to address this problem in different ways. Wintoki at al. (2012) and Forman-Peck and Hannah (2013), for example, use instruments. 1 Indices are Laspeyres market cap weighted return indices calculated by linking monthly returns through a chain index. The weight of each firm’s return is given by its relative market capitalization. 4 Others, like Black et al. (2006), Black and Kim (2012) and Dahya and Mc Connell (2007) use a legal shock to governance. Still others use a crisis period: Francis et al. (2012) study the recent financial crisis for 876 nonfinancial U.S. firms. Following Graham et al. (2011), we use the Great Depression which was a relatively exogenous shock that negatively affected firm value. The advantage of this crisis period is the sudden change in economic conditions that could not have been anticipated by firms by altering the composition or the size of their board. By considering board characteristics in 1928 prior to the start of the Great Depression, we ascertain that board characteristics are not driven by firm performance during the Great Depression. Today, it is often argued that boards should be independent and small and that directors should limit their number of directorships. These assumptions are formally written down in corporate governance codes such as the Sarbanes-Oxley Act in the U.S or the Principles of Corporate Governance of the OECD. However, there is no conclusive evidence on the effect of these board characteristics on firm value. Busy directors may enhance the quality of the board’s advice because they may be a source of valuable experience and they may enlarge a firm’s network (e.g. Ferris et al., 2003; Miwa and Ramseyer, 2000). However, board busyness may also hinder the advising and monitoring quality because of time limitations if directors become overcommitted resulting in lower firm value (e.g. Fich and Shivdasani, 2006; Loderer and Peyer, 2002). As board size increases, communication and coordination problems (e.g. Lipton and Lorsch, 1992) can result in less effective advising and monitoring and lower firm value (e.g. Eisenberg et al., 1998; Yermack, 1996). However, a large board can have a positive effect on the board’s ability to advise efficiently because each director adds experience and knowledge to the board and reduces environmental uncertainty (e.g. Dalton et al., 1999). This may be beneficial for firm value especially when advising needs are large (e.g. Coles et al., 2008; Faleye et al., 2011). Bankers on the board can provide important industry-specific 5 financial expertise obtained through lending to firms in that industry (e.g. Kroszner and Strahan, 2001) and they can mitigate information asymmetries between the bank and its client firm by close and successive monitoring so that the availability of credit is increased and its cost reduced (e.g. Hoshi et al., 1990; Petersen and Rajan, 1994; Weinstein and Yafeh, 1998). However, a banker on the board can also abuse its private information to extract rents from the firm (e.g. Agarwal and Elston, 2001; Rajan, 1992; Weinstein and Yafeh, 1998). Using a sample of 150 large Belgian firms listed on the Brussels Stock Exchanged in 19281931, we find that Belgian firms in 1928 typically had a large board, with directors holding multiple directorships in banks and other firms. Board busyness, board size, and bankers on the board in 1928 were positively associated with corporate value, but the value of busy boards significantly decreased during the 1929-1931 period. We also find a negative but less pronounced crisis effect for board size and bankers on the board. If we take into account the impact of firm risk on the change in value during the crisis, the negative effect becomes less significant, both economically and statistically. This indicates that the negative relationship between board characteristics and firm value during the crisis is partly driven by risk. Riskier firms have larger boards, busier boards and more bank directors on their board, and they experience a stronger drop in value during the 1929-1931 period. Our paper provides a unique contribution to the literature by investigating the value of corporate boards during the most important crisis of the 20th century. It not only contributes to the body of literature that investigates the value of corporate governance mechanisms during a crisis (Baek et al., 2004; Barton and Waymire, 2004; Graham et al., 2011; Johnson et al., 2000; Lemmon and Lins, 2003; Mitton, 2002; Nguyen et al., 2015), but also to a small but growing literature that investigates the value of corporate boards from a historical perspective. Foreman-Peck and Hannah (2013) find a positive effect between board size and firm performance in 1911 UK which they attribute to the directors’ information function and 6 expertise. Van Overfelt et al. (2009) provide evidence that bank directors on the board were beneficial for firm value in Belgium in the period 1905-1909. Braggion and Moore (2013) find that politicians on the board increased the value of firms quoted on the London Stock Exchange between 1895 and 1904 and Graham et al. (2011) find, for a sample of 446 U.S. firms between 1926 and 1938, that board size is positively related to firm value for complex firms and negatively related to firm value for simple firms. The remainder of the paper is organized as follows. Section 2 discusses the historical background of interwar Belgium with a description of its economy, corporate boards and banking industry. Section 3 reviews prior literature on seat accumulation by directors, the value of board size and bank affiliation for firm performance. The construction of the sample, the empirical model and the variables are discussed in section 4 and section 5 reports empirical findings. Our conclusions are presented in section 6. 2. Interwar Belgium 2.1. Economy In Belgium, as in other European countries, the imperatives of war finance during WWI created unbalanced budgets and rocketing inflation rates. At the start of the war, when the gold standard was abandoned, the circulation of bank notes was about one billion francs. At the Armistice in November 1918, Belgian note issue was about 2.7 billion (Chlepner, 1943). In October 1926, Belgium rejoined the gold standard in a modified form: the gold exchange standard2. The Belgian franc was devaluated to one-seventh of its prewar value which resulted in a considerable undervaluation compared to the British pound and American dollar (Aldcroft, 1997). This undervaluation stimulated Belgian exports and strongly boosted the Belgian economy. 2 Monetary authorities tied its currency to gold indirectly: they maintained a fixed exchange rate with a foreign currency that was convertible into gold at a stable rate of exchange. Those currencies were mostly the U.S. dollar or the British sterling. 7 By 1929, the international financial and economic situation was deteriorating. This was mainly due to the rigid international monetary system, with unrealistic parities, budget deficits, and excess capacity in heavy industry and agriculture (e.g. Bernanke and James, 1990). In Belgium, industry’s rigidity and low productivity levels led to an economic downturn by the beginning of 1929. The market crash in the United States in October 1929 seriously aggravated the emerging international crisis. The British abandonment of the gold exchange standard in September 1931 was especially harmful for Belgium, since Great Britain was one of the main customers and principal competitor of Belgian industries in foreign markets (Chlepner, 1943). After the British abandonment, the Belgian government introduced a deflationary policy to counterbalance the cheap British pound, but this policy failed because fiscal revenues were disappointing, and government expenditures rose as unemployment compensation increased (Buyst, 2005; Chlepner, 1943). In March 1935 the government devalued the Belgian franc by 28% after which the Belgian economy started to recover (Baudhuin, 1944; Chlepner, 1943). 2.2. Corporate boards The board of directors (“conseil général”) of Belgian firms had a dual structure with executive directors (“administrateurs”) and supervising directors (“commissaries”). Firms were not legally obliged to have a formal board of directors with both executive and supervising directors. Whether or not to have one and other specifications were written down in the articles of incorporation (Gilis, 1929; Wauwermans, 1927). The executive directors acted on behalf of and for the account of the company and were appointed by the articles of incorporation or by the general meeting of shareholders. Their responsibilities were confined by the company’s articles of incorporation. A firm needed to have at least three executive directors and their mandate could not exceed six years. However, they were eligible for re-election and their mandate was revocable at all times (Wauwermans, 1933). 8 Supervising directors were charged with the supervision of the executive directors and had to approve the company’s annual accounts. They were also appointed by the general meeting of shareholders. The number of supervising directors was set by the general meeting of shareholders with a minimum of one and their mandate could not exceed six years but they were eligible for re-election (Wauwermans, 1933). Daily management and representation of the firm was delegated to a management committee that was composed of managers with or without a board seat (“administrateur délégué” and “directeur” respectively). Only the names of the managers with a board seat had to be published (e.g. Gilis, 1929; Wauwermans, 1933). Conflicts of interests between shareholders and executive directors had to be reported and executive directors with conflicting interest were not allowed to attend board meetings (e.g. Gilis, 1929; Wauwermans, 1933). Furthermore, names of all directors, both executive and supervising, had to be made public and all directors were obliged to deposit shares of the firm (“cautionnement”) to make sure that directors would act according to the articles of incorporation and to the law. The number of shares to deposit was set by the articles of incorporation or in absence by the general meeting. However, directors were not obliged to own those shares themselves (e.g. Wauwermans, 1933). Although investor protection in Belgium significantly improved since the law of May 25th 1913 (following other European countries such as Britain, Germany and France), corporate governance was still in its infancy. For example, rules to impose board independence, which is today generally considered as a requirement for good corporate governance (e.g. SarbanesOxley Act of 2002 in the US and the Principles of Corporate Governance of 1999/2004 of the OECD), were lacking: the law allowed supervising directors to be employees of the firm and they were also allowed to be family members or other relatives of the executive directors of the firm (Centre d'étude des Sociétés, 1956; Wauwermans, 1933). As several studies have 9 shown that board independence is positively related to the effectiveness of monitoring because of the independent directors’ perceived objectivity (e.g. Adams and Ferreira, 2007; Faleye et al., 2011; Hwang and Kim, 2009), the lack of rules to enforce board independence may have hampered monitoring efficiency in the 1920s. This is confirmed by Gilis (1929), a contemporary accountant, who points to the fact that, de facto, the rules for supervising directors were not complied with. He describes that supervising directors mostly limited their monitoring activities to some random checks of the annual accounts. Important steps to improve corporate governance would only be taken as a response to the crisis in the banking industry in 1934-1935. 2.3. Banking industry After WWI, the Belgian industry was in great need of capital to rebuild infrastructure and resume activities (e.g. Durviaux, 1947). Belgian banks, which had played a crucial role in the economic development of Belgium before WWI (e.g. Van Nieuwerburgh et al., 2006), were able to match the enormous demand for capital with an increasing supply, since more people could save and savings were increasingly invested in stocks (e.g. Chlepner, 1943). Banks were also able to enlarge their clientele thanks to the development of an extensive network of branches all over the country (Chlepner, 1943; Durviaux, 1947). During the 1920s, the Société Générale reinforced its prewar supremacy, while the Banque de Bruxelles emerged as its main competitor, although it remained significantly smaller. After 1927 the number of acquired or liquidated banks began to exceed the number of newly created banks, manifesting a strong trend toward concentration (Chlepner, 1943; Durviaux, 1947; van der Valk, 1932). By the end of the 1920s, most Belgian banks had a portfolio of equity stakes in industrial firms which allowed them to control a significant part of Belgian industry (e.g. van der Valk, 1932). Their controlling power was reinforced by the use of holding companies and the issuance of multiple voting shares. Lamal (1930) calculated that 47% of the votes of limited 10 liability companies were controlled by groups/individuals owning merely 3.5% of the quoted equity value. A large number of these shares were held by the large banks. Moreover, it was common for bank directors to have several board seats in other firms in different industries (e.g. Tilman, 2006; Van Overfelt et al., 2009). Up until 1932 the Belgian banking industry did not experience severe adverse shocks. For several reasons it could endure the strain of the first phase of depression without major problems. First, during the period of high inflation preceding the stabilization of the Belgian franc in 1926, banks were forced to increase their equity, while many of their assets, mainly equity stakes, did not lose value. This created hidden reserves (Chlepner, 1930; Durviaux, 1947). Second, between 1927 and 1929 banks used favorable capital market conditions to issue new equity (Chlepner, 1943). Third, after 1929, when many firms became unable to repay their bank debts because of the deflationary policy that lowered the value of their assets relative to nominal bank debts, Belgian banks could convert this bad debt into equity stakes rather than to write off loans (Durviaux, 1947). Only from 1932 onward did Belgian banks become financially distressed. In 1934 two mid-sized banks, the Bank van den Arbeid and the Algemeene Bankvereeniging, had to close down, and in 1935 the Belgian government created a public institution to rescue the banking industry. 3. Corporate boards and corporate value 3.1. Busy boards It is not clear whether busy directors, i.e. directors holding multiple directorships, are good or bad for a firm. It could be argued that busy directors enhance firm performance. According to the resource dependence theory (e.g. Boyd, 1990; Pfeffer, 1972; Pfeffer and Salancik, 1978), directors holding directorships at other firms and financial institutions provide connections with the outside world which allow the firm to cope with uncertainty and to 11 facilitate access to resources. Busy directors have better access to information about market conditions, competitors, customers, suppliers etc. and they help the firm to obtain resources at lower cost (Coles et al., 2012). Boards with ties to strategically related organizations are able to provide better advice and counsel: directors use their business connections to acquire information that is trustable, timely and up-to-date, or that is otherwise unavailable (Carpenter and Westphal, 2001). Having multiple directorships might also proxy for reputational capital (e.g. Kaplan and Reishus, 1990) which could be a signal of director quality: higher quality directors are more frequently asked to serve on other boards (Coles et al., 2012). Consistent with these arguments, Ferris et al. (2003) find that the prior performance of firms positively affects the number of directorships that their directors holds. They also find a significant positive announcement return when the appointment of a busy director to the board is announced. For a sample of S&P 1500 firms during the period 1996-2007, Coles et al. (2012) find that firm value increases in advising quality, measured by the connections of outside directors, as firm complexity increases. Busy boards also contribute positively to the value of IPO firms, which are likely to rely heavily on their directors for advising (Field et al., 2013). However, other empirical studies suggest that directors with multiple board seats can become overcommitted, rendering them unable to effectively perform their monitoring duties (e.g. Fich and Shivdasani, 2006; Loderer and Peyer, 2002). It is a priori not clear how the Great Depression affected the value of busy boards. If board busyness reflected weak monitoring by the board of managers and/or controlling shareholders, it may have been negatively related to corporate value during the crisis, as a crisis can lead to a greater expropriation by managers and controlling shareholders, and make investors more aware of weak corporate governance (Baek et al., 2004; Johnson et al., 2000; Mitton, 2002). This will especially be the case in an environment where investors are weakly protected by external corporate governance mechanisms. On the other hand, it could be argued that the 12 advising role of boards becomes especially important during a crisis (Francis et al., 2012). If a busy board reflects the quality of its directors who can make use of their network, knowledge, experience and information, we expect a positive impact of board busyness on corporate value during the crisis. 3.2. Board size How does board size affect corporate value? Smaller boards can monitor management more effectively and therefore reduce agency costs (Eisenberg et al., 1998; Jensen, 1993; Yermack, 1996). During a crisis, smaller boards may be more able to reach consensus and initiate strategic actions, while larger boards may more easily develop factions and coalitions that lead to group conflict, which may hinder the process of reaching consensus and taking action (e.g. Goodstein et al., 1994). A tendency to react slowly or indecisively in a crisis might jeopardize the very existence of a firm (e.g. Daily and Dalton, 1994). On the other hand, the resource dependence theory suggests that larger boards are associated with a higher corporate value. A larger board may establish a larger network and may therefore be better able to cope with various external uncertainties and secure external resources. Furthermore, an outside director may add additional knowledge and experience and may therefore increase a board’s advising quality. Some studies (e.g. Dalton et al., 1999) indeed find a positive relation between board size and firm performance. Coles et al. (2008) and Graham et al. (2011) find that large boards have a positive influence on the corporate value of complex firms which have typically more extensive advising needs. As argued before, the advising role of corporate boards might be especially valuable in times of crisis. So as with board busyness, it is a priori not clear how board size affected the value of Belgian firms during the Great Depression. 13 3.3. Bankers on the board Prior to WWII, Belgian firms often had bankers on their board (e.g. Van Overfelt et al., 2009). Having a banker on the board can have a positive impact on firm value because it increases credit availability. It can mitigate information asymmetries between the lending bank and the firm (e.g. Hoshi et al., 1990; Petersen and Rajan, 1994; Weinstein and Yafeh, 1998) and it can reduce conflicts of interest between shareholders and debt holders which arise if shareholders prefer riskier projects than lenders (e.g. Diamond, 1984). Furthermore, bankers on the board can provide valuable financial advice to management (e.g. Fohlin, 1999). Consistent with this argument, Van Overfelt et al. (2009) find a significant positive effect of bankers on the board on the value of 129 Belgian firms listed on the Brussels Stock Exchange in the period 1905-1909. The impact of bankers on the board should be especially pronounced during a crisis period. In the absence of a banker on the board, the free rider problem can reduce the incentive of creditors to grant financial relief or extend credit to financially distressed firms (e.g. Elsas and Krahnen, 1998 in Germany; Ferri et al., 2001 for the financial crisis of 1997-1998 in Korea; Hoshi et al., 1990 during the 1980s in Japan). Moreover, bankers can add financial expertise to the board which is especially valuable during a crisis period (e.g. Francis et al., 2012). However, bankers on the board could also have a negative effect on firm value. It allows the bank to create an information monopoly so that banks can extract rents from the borrowing firm (e.g. Agarwal and Elston, 2001; Rajan, 1992; Weinstein and Yafeh, 1998). Switching banks can become too costly, such that banks hold up related firms. Bank affiliations can be detrimental to firm performance during an economic downturn as a close relationship with a firm provides a bank with an unfair information advantage compared to the other creditors, such that in times of financial distress the bank can extract rents, take actions to insulate itself 14 from trouble, and shift the burden to other creditors (e.g. Kroszner and Strahan, 2001). This effect could also be more pronounced during a crisis. 4. Research design 4.1. Sample Our study is based on a sample of non-financial Belgian firms listed on the Brussels stock exchange during the period 1928–1931. Except for the stock data, we hand-collected the data used for this research from the Recueil Financier, a financial annual containing firm-specific information on firms listed on the Brussels Stock Exchange, including accounting data and names and positions of the members of the boards of directors. Stock data were taken from a database constructed by the StudieCentrum voor Onderneming en Beurs (SCOB) at the University of Antwerp. This database contains information on all stocks listed on the Brussels Stock Exchange. Since most of the information needed for this study had to be hand-collected, we initially restricted our sample to the 220 largest firms based on market capitalization in 1928. For 185 firms we were able to find all the necessary information on the board of directors and financial statements in the Recueil Financier. To be included in the sample, a firm also had to be listed on the Brussels Stock Exchange in 1927 and 1928, to allow us to calculate beta coefficients (discussed further below). After excluding 20 financial firms, 11 firms with missing accounting data, one firm with insufficient stock return data, and three firms that had listed bonds but no listed stocks, our final sample consisted of 150 firms, for which we have an unbalanced panel of 574 firm–year observations for the four-year period 1928 to 1931. 15 4.2. Empirical model We estimate a random effects model with the following specification3: Ln(MTB)i,t = a + b (Crisis Year Dummies) + c Board measurei + d Board measurei x (Crisis Year Dummies) + e (Firm Characteristicsi,t) + f (Industry Dummiesi) The dependent variable is the natural log of the market-to-book ratio (MTB). Using MTB as a measure of firm value is consistent with related studies such as, for example, Fich and Shivdasani (2006), Yermack (1996), Coles et al. (2008), Field et al. (2013) and Ferris et al. (2003). This ratio is calculated as the market value of equity divided by the book value of equity at the end of the fiscal year. The advantage of this measure is that when a crisis occurs, it will immediately incorporate the effect of the crisis on profit expectations. Accounting measures of profitability on the other hand are by nature backward looking, and accounting profits in Belgium were highly susceptible to manipulation (Van Overfelt et al., 2010). The main independent variables in our models are (1) three dummy variables equal to one for the crisis years 1929, 1930 and 1931 to take into account the effect of the crisis, (2) board variables measuring board busyness, board size and bankers on the board, and (3) the interaction between the crisis year dummies with our board measures, to investigate how the relation between corporate value as measured by MTB and board characteristics changed during the crisis years. Additionally we control for firm characteristics and industry effects. Board measures, firm characteristics and industry effects are further discussed in the next three subsections. 3 We are unable to use a fixed effects model as the board characteristic variables are defined only once so they would drop out of the regressions. However, The Breusch-Pagan Lagrange multiplier test confirmed presence of random effects. Moreover, the results of the random effect model are qualitatively the same as those of the OLS regressions. Therefore, we use a random effects model for all regressions in this paper. 16 4.3. Board measures We consider several measures of board busyness, board size and bankers on the board. Board busyness is measured in three different ways. To make a maximum use of the information we have, these measures are based on the larger initial sample of non-financial firms for which we have sufficient information on the board of directors. First, following Ferris et al. (2003), we use directorships per director which is the total number of directorships held across all the directors of a board divided by board size. If there is a dispersion in the number of board seats held by the different directors of the same firm, the average number of directorships per director may not be a perfect measure. Therefore, following Fich and Shivdasani (2006), our second busyness measure is the percentage of busy directors on a firm’s board. A director is busy if he/she holds three or more directorships. We use three directorships as the cut-off rate because the mean and median number of directorships per board in the sample is close to three, resulting in a roughly even split between busy and nonbusy directors. It is also in line with prior work by Fich and Shivdasani (2006) and Ferris et al. (2003). Third, we use ln(no. of external directorships), which is the natural logarithm of the total number of external directorships held by all the directors of the board plus one. Board size is the total number of executive and supervising directors. To measure bank affiliation, we use interlocking directorships between firms and banks (e.g. Becht and Ramírez, 2003; Fohlin, 1997; Fohlin, 1998; Van Overfelt et al., 2009). A firm is assumed to be bank affiliated if it has a bank director on its board. We identify interlocking directorships by the names of the directors. If a director holds directorships with more than one bank, we attribute the largest of these banks (in terms of its industrial portfolio) to this director. We consider the directors of 41 banks based on a list of banks drawn up by Durviaux (1947) for 1930. We use different affiliation measures. First, bank affiliated (0,1) is a dummy equal to one if the firm has at least one bank director on its board, and zero otherwise. Second, firms in 17 our sample were often affiliated with more than one bank. Multiple bank affiliations may reduce the incentive of individual banks to monitor a firm or to grant credit to it because the costs are borne by just one bank, while the benefits are enjoyed by the other banks as well (e.g. Foglia et al., 1998). This may have a negative effect on firm value. Therefore, we include the no. of affiliated banks, which is the number of banks which have at least one director on a firm’s board. Third, the percentage of bank directors is the number of bank directors on the board of a firm divided by the total number of directors of the firm. Although we investigate the effect of corporate board structure on firm value during an external shock, firms may still react fast to the deteriorating economic conditions by adapting their board (e.g. Gilson, 1990). They could, for example, appoint new busy directors so that the firm can take advantage of valuable reputation and experience to better cope with the crisis. The firm could also increase the number of directors to get more advice on how to tackle the crisis. In principle, this endogeneity issue is controlled for by defining board structure variables at the end of 1928, before the start of the crisis. To further rule out the possibility that board size is dependent on firm performance, we take a closer look at the evolution of board size and board busyness during our sample period. If a firm’s performance would affect the number of directors in our sample, we should observe important changes in the number of directors over time. Therefore, we compare the names of directors in 1928 with the names in 1933 for 128 surviving firms. We find a mean change in the board size of 0.54 and a median change of 0. Furthermore, 60% of the boards have no change or a change of only one director over this six year period. The correlation between performance and the change in the board of directors is very small (-0.050) and statistically insignificant. We also find that directorships per director decrease from 2.95 in 1928 to 2.73 in 1933. This change is not statistically significant (p-value is 0.164). The percentage of busy directors decreases from 0.38 to 0.30. This decrease is statistically significant (p-value is 0.016) and is inconsistent with the idea that 18 badly performing firms would attract busy directors or increase the number of external directorships to better cope with the crisis. *** Table 1 about here*** Panel A of Table 1 reports descriptive statistics for the board measures. The average board size is 15.38. The average number of executive directors is 10.87 and the average number of supervising directors is 4.51. By way of comparison, Foreman-Peck and Hannah (2013) found an average board size in the UK in 1911 of 9.6, Frydman and Hilt (2010) found an average board size of 12.43 for listed U.S. railroad companies for the period 1905-1923 and Graham et al. (2011) found an average board size of 10.97 for U.S. firms during the Great Depression. Table 1 also shows that boards tend to be busy: the average number of directorships per director is 2.95. This is in line with Fich and Shivdasani (2006) and Ferris et al. (2003) for contemporary US data, but the frequency of busy boards is high (38%) compared to other studies (e.g. Ferris et al., 2003). We find strong board connections between the firms in our sample and the banking industry: 87% of the firms in our sample have a bank director on their board and the median firm is affiliated with two banks. This is remarkable, since Van Overfelt et al. (2009) found that in 1905, only 36% of Belgian listed firms in capital-intensive industries had a bank director on their board. 4.4. Firm characteristics As potential determinants of MTB we consider the following firm characteristics: firm size, age, leverage, intangible assets, corporate diversification and beta (e.g. Coles et al., 2008; Fich and Shivdasani, 2006; Yermack, 1996). Firm size is measured by the natural logarithm of total assets at the beginning of the fiscal year. Age is the difference between the beginning of the year and the year the firm was first listed4. As a measure of leverage, we use the book value of 4 If a firm had different kinds of stock outstanding with a different period of listing, we use the age of the oldest stock. 19 total debt divided by the book value of total assets measured at the beginning of the fiscal year. Investment opportunities are often measured by scaling research and development or capital expenditures by sales. However, we do not have this information for our sample. Therefore, we include intangible assets as a proxy for investment opportunities. This variable is defined as the book value of intangible assets divided by book value of total assets measured at the beginning of the fiscal year. We account for corporate diversification by including the number of business segments (e.g. Faleye et al., 2011; Francis et al., 2012; Yermack, 1996). Our risk measure is beta, which is computed by regressing a firm’s monthly stock return in the precrisis period on the corresponding market return obtained from SCOB. We require at least 24 months of return prior to January 1929 to compute beta and we use a maximum of 63 months’ worth of data. Risky firms generally have a high default risk and are therefore more vulnerable to external shocks (e.g. Baek et al., 2004). ***Figure 2 about here*** Descriptive statistics on the firm characteristics are reported in panel B of Table 1. The firms in our sample tend to be mature firms: they have on average been listed for 26 years (median is 20 years). The average (median) debt ratio is 0.37 (0.34), which is substantially higher than the debt ratio’s found by Deloof and Van Overfelt (2008) for capital intensive Belgian firms in 1905-1909. Figure 2 shows the mean and median values of the MTB in each of the four years. Not surprisingly, the effect of the crisis from 1928 to 1931 is very pronounced. The mean (median) MTB decreases from 7.50 (2.98) in 1928 to 2.29 (0.84) in 1931. ***Table 2 about here*** 20 4.5. Industry effects To control for industry effects, we include seven industry dummies, a dummy for firms with their main activities abroad and a dummy for firms with mainly colonial activities. The industry classification is taken from the SCOB database and is based on the most important industry in which the firm is active. The industries were double-checked with a description of the firm’s activities in the Recueil Financier. Table 2 describes board characteristics and connections between firms across industries. While firms in all industries tend to have large boards, busy board and bank directors on the board in all industries, these characteristics are especially pronounced for firms in electricity, colonial firms and firms operating abroad. For example, 55% of the directors of colonial firms are “busy”, i.e. they hold three or more directorships. All these firms are affiliated with at least one bank, and on average they are connected with three banks. The last two columns show the number of firms connected with at least one firm operating in the same industry and the percentage of external directorships held in firms operating in the same industry. These figures show many interlocking directorships within an industry. For example, in the mining industry, 20 out of 23 firms in the sample are connected to other firms in the mining industry via interlocking directors. An explanation for the magnitude of these connections might be cartel formation. Heyman (1928), a former minister of industry, mentions the creation of international cartels. He provides a list of cartels known at the time with the countries involved. In the Recueil Financier, we found that ‘Société anonyme Métallurgique de Prayon’, a metallurgic firm from our sample, mentions restrictions of production because of international agreements (“entente international”). At the same time, firms are also strongly connected with firms in other industries. For example, of all the external directorships held by directors in the mining industry, only 33% is within the mining industry, other board seats are in other industries. Figure 3 which shows all connections 21 between our sample firms via interlocking directorships illustrates that the firms in our sample are heavily connected. Only four firms have no interlocking directors with other firms from our sample. ***Figure 3 about here*** ***Table 3 about here*** 5. Results 5.1. Correlations Table 3 shows Pearson correlation coefficients for the variables used in this study. Not surprisingly, firms with larger boards have more external directorships. Larger boards also tend to have more busy directors and bank directors. There is also a substantial positive correlation between the board busyness measures and bank affiliation measures. While larger firms tend to have larger boards (r = 0.33), older firms tend to have smaller boards (r = -0.32). It is also interesting to note that each of the three busyness measures are strongly positively correlated with beta, our measure of firm risk. This indicates that risky firms use board connections to cope with uncertainty, as predicted by the resource dependency theory. *** Table 4 about here*** 5.2. Busy boards Table 4 shows the regression results for our busy board measures. The natural log of the MTB is the dependent variable in all regressions. As a benchmark, in regression (1) we first look at the effect of the crisis on MTB without taking into account board characteristics. As expected, the results show a significant decrease of MTB in the crisis years 1929, 1930 and 1931. The negative effect of size and the positive effect of debt ratio on MTB is inconsistent with findings of Baek et al. (2004) for Korean firms in the crisis of 1997-1998, who argue that 22 larger firms are less vulnerable to external shocks and highly leveraged firms have more difficulty obtaining external financing during a crisis. However, they confirm findings of Van Overfelt et al. (2009) for Belgian firms in the period 1905–1909 and Graham et al. (2011) for US firms in the Depression years. Foreman-Peck and Hannah (2013) also found a negative effect of firm size on share premia for British firms in 1911. The negative effect of corporate diversification is in line with previous research (e.g. Baek et al., 2004; Fich and Shivdasani, 2006) but it is not statistically significant. The negative coefficient on intangible assets, our measure for investment opportunities, is inconsistent with expectations (e.g. Fich and Shivdasani, 2006) but consistent with Coles et al. (2012). The sign of the coefficient of beta is statistically insignificant, which suggests that systematic risk was incorporated in stock prices. In regressions (2), (3) and (4), we include the busy measures directorships per director, percentage of busy directors and ln(no. of external directorships). We find that MTB is positively related to all three measures before the crisis, and that this relationship is statistically and economically significant. For example, one extra board seat is associated with a 20% increase in the MTB (=100*(exp(0.178)-1)). However, the market value associated with busy directors significantly decreased in the crisis years 1929, 1930 and 1931. This result is found for each crisis year and for each of the three busy measures. The positive association between board busyness and market value before the crisis can be interpreted in two ways: either busy directors increased firm value because external directorships are valuable for the firm, or the directors of firms with a higher market value are more likely to get external directorships because market value signals director quality. As board composition may be endogenously chosen, we cannot prove the direction of causality before the crisis. However, the crisis in 1929-1931 was an unexpected negative shock and we measure board busyness before the crisis. Therefore the observed negative association between board busyness and market value during the crisis in 1929-1931 suggests that board busyness 23 affected firm value and not vice versa. If firm value is negatively affected by busy directors’ over commitment, we expect the decline in firm value during a crisis to be stronger for firms with a busy board, which is exactly what we find for 1929-1931. On the other hand, if board busyness reflects the quality of the directors, we would expect the value of busy board to go up during a crisis when the knowledge, experience and information of connected directors arguably will become more important. But this is not what we find. *** Table 5 about here*** 5.3. Board size Table 5 reports regression results for board size. Board size was positively related to MTB before the crisis: the board size coefficient is positive and highly statistically significant in regression (5). Economically, significance is limited: a one percent change in the board size is associated with a 0.56 percent change in MTB. The positive relationship weakens in 1929, but the decrease is less pronounced as in the case of board busyness. The effect in 1930 and 1931 is also negative but the decrease is not statistically significant. Since boards were composed of both executive and supervising directors, our results may be driven by either executive or supervising directors. To test this, we differentiate between the number of executive and the number of supervising directors in regressions (6) and (7). We again find a significant positive relationship before the crisis, but the negative crisis effect is now statistically insignificant in all crisis years. In sum, our results indicate a positive relationship between board size and firm value before the crisis that becomes somewhat weaker during the crisis, but the negative influence of board size during the crisis seems to be less pronounced than in the case of board busyness. *** Table 6 about here*** 24 5.4. Bank affiliation In table 6, we investigate the relation between corporate value and bank affiliation using three measures of bank affiliation: bank affiliated (0,1) (regression (8)), the no. of affiliated banks (regression (9)) and the percentage of bank directors on the board (regression (10)). Bank affiliation and MTB are not statistically significantly related before the crisis (regression (8)). However, the coefficient of the interaction between bank affiliation and the 1929 dummy is significant and negative, which suggests that the decline in corporate value in 1929 was more pronounced for firms which had a bank director on their board. We also find negative coefficients for the interactions with the 1930 and 1931 dummies, but these are not statistically significant. In regression (9), we find a positive association between the number of affiliated banks and MTB which is statistically and economically significant: being affiliated with one more bank is associated with a 10% increase in MTB (=100*(exp(0.097)-1)). However, the coefficients of the interaction between bank affiliation and the 1929 and 1930 dummies are significant and negative which means that being affiliated with more banks puts extra pressure on firm value in 1929 and 1930. The coefficient of the interaction variable with the 1931 dummy is also negative but not statistically significant. Results are similar when we consider the percentage of bank directors on the board. These results indicates that the perceived costs of bank affiliation in Belgium increased during the first years of the Great Depression. The negative effect of the number of affiliated banks in 1929 and 1930 is in line with literature arguing that multiple bank affiliations may reduce the incentive of individual banks to intervene because the costs are borne by one bank while the benefits are enjoyed by the other banks as well. 5.5. Board characteristics and firm risk We have found that board busyness, board size and bankers on the board negatively affected firm performance during the crisis. However, it cannot be ruled out that an 25 unobserved factor correlated with our board measures affected firm performance during the crisis. Specifically, board busyness, board size and bankers on the board might be related to firm risk. The resource dependence theory proposes that corporate boards are a mechanism for reducing environmental uncertainty (Pfeffer, 1972). Hillman and Dalziel (2003) argue that boards may not only provide resources, but may also “provide channels of communication and conduits of information between the firm and external organizations”. Boards “provide the firm with timely and valuable information and serve to reduce the transaction costs of dealing with uncertainties in the environment” (Hillman and Dalziel, 2003, p387). Therefore, the higher a firm’s environmental uncertainty or risk, the more a firm may try to connect with the external environment by having a large board with busy directors and bank directors. Furthermore, firms with higher risk will typically suffer more during a crisis (e.g. Baek et al., 2004). The negative crisis effects of our board variables may therefore be driven by firm risk. Firms with a higher systematic risk enlarge their network by having a large board with busy directors and bank directors, and they are the ones that suffer most during the crisis because of their higher systematic risk. Consistent with this argument, Table 3 shows a strong and statistically significant correlation between our board busyness measures and beta, which measures systematic risk (correlations between 0.42 to 0.53). Table 7 shows that, on average, beta differs strongly per industry. For example, mining industry has the lowest beta (0.30) and the chemicals industry, electricity, tram- and railways and colonial firms have highest beta’s, respectively 1.12, 1.10, 1.10 and 1.21. *** Table 7 about here*** *** Table 8 about here*** Our base regressions included beta as a control variable, but this does not take into account that the effect of beta might change during a crisis. While beta generally tends to be positively related to stock returns, one would expect firms with a high beta to perform poorly 26 during a crisis period, when the overall market performs poorly (e.g. Baek et al., 2004). To take into account the changing effect of beta during the crisis, we interact beta with the three crisis years. Results are shown in table 8. Regression (11) shows a significant positive relation between beta and MTB before the crisis. However, this relation became negative during the crisis. This shows that the higher the systematic risk, measured by beta, the higher firm value losses are during the crisis. When we add the board measures directorships per director, board size and no. of affiliated banks together with their interactions with the crisis years dummies in regressions (12), (13) and (14), we still find a significant positive relation for each measure before the crisis. However the crisis effects become less pronounced. The number of directorships per director (regression (12)) and the no. of affiliated banks (regression (14)) still have a statistically significant negative effect in 1929 but not anymore in 1930 and 1931. The coefficients for 1930 and 1931 are still negative but not statistically significant anymore. In Table 5 board size had a statistically significant negative effect in 1929, but this effect is not significant anymore when we take into account the changing effect of beta. This means that, when we account for systematic firm risk, the negative effect during the crisis becomes less strong economically and statistically. It seems that firms subject to more systematic risk had a more extended network reflected by busy boards, large boards and bankers on the board and suffered more during the crisis. 5.6. Robustness checks As we only have 574 observations for 150 firms and we include interaction variables in our model, we have a potential multicollinearity problem. Indeed, calculation of variance inflation factors shows that there is multicollinearity for the interaction variables. As a robustness check, we consider a dummy variable crisis which combines the three crisis years, instead of three crisis year dummies. Table A.1 in the appendix shows results for directorships per director (regression (15)), ln(Board size) (regression (16)) and the no. of affiliated banks 27 (regression (17)). The results are in line with our previous results: we find a significant positive relation before the crisis that is reduced during the crisis. In the case of board size, the crisis effect is negative but not statistically significant. To measure total firm risk instead of systematic risk, we included stock return volatility instead of beta. Stock return volatility is defined as the standard deviation of monthly stock returns over the previous year. We reproduce results from table 8 with stock return volatility instead of beta in table A.2 in the appendix. All results from this additional test are qualitatively the same as before. 6. Conclusion This study investigates the impact of corporate board structure on the value of Belgian firms in the period 1928-1931. In this period which was characterized by weak corporate governance and high information asymmetries, firms had large, busy boards and were strongly connected with other firms and with banks. Board busyness, board size and bankers on the board were positively related to firm value before the crisis, but this positive effect tended to become smaller during the crisis in 1929-1931. It seems that these connections provided little protection during the crisis. Consistent with resource dependency theory which considers boards as provider of resources, our results suggest that board busyness, board size and bankers on the board are correlated with firm risk. 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Journal of Financial Economics 40, 185-211. 31 Table 1 Descriptive statistics (period 1928-1931, 150 firms and 574 observations) Mean Median St. Dev. 25th percentile 75th percentile Panel A: Board characteristics in 1928 (150 observations) Board size No. of executive directors No. of supervising directors 15.38 10.87 4.51 14.00 10.00 4.00 6.35 5.20 1.82 11.00 7.00 3.00 19.00 14.00 5.00 Directorships per director Percentage of busy directors No. of external directorships 2.95 0.38 31.95 2.84 0.38 27.00 1.41 0.24 27.68 1.70 0.18 8.00 4.00 0.56 49.00 Bank affiliated (0,1) No. of affiliated banks Percentage of bank directors 0.87 2.21 0.22 2.00 0.20 1.62 0.15 1.00 0.09 3.00 0.33 0.88 53 10 0.23 0.16 1.00 0.62 3.59 200 36 0.48 0.63 3.00 1.17 Panel B: Firm characteristics in 1928-1931 (574 observations) MTB Size (in millions of Belgian franks) Age Debt ratio Intangible assets Corporate diversification Betaa 4.52 200 26.07 0.37 0.40 1.88 0.94 1.59 100 20.00 0.34 0.38 2.00 0.89 16.57 310 20.40 0.19 0.27 1.04 0.45 Notes: board size is the number of board seats of a firm; no. of executive directors is the total number of directors at the board of a firm minus the number of supervising directors; no. of supervising directors is the number of supervising directors at the board of a firm; directorships per director is the total number of directorships held across all the directors of a board divided by board size; percentage of busy directors is the percentage of busy directors on a firm’s board (a director is defined as busy if he/she holds three or more directorships); no. of external directorships is the total number of directorships held across all the directors of a board minus board size; bank affiliated is a dummy equal to one if the firm has at least one bank director on its board, and zero otherwise; no. of affiliated banks is the number of banks with which a firm is affiliated; percentage of bank directors is the number of bank directors on the board of a firm divided by the total number of directors of that firm; MTB is the market value of equity divided by the book value of the equity at the end of the fiscal year; size is total assets; age is the number of years the firm has been listed; debt ratio is the book value of total debt divided by total assets; intangible assets are the intangible assets divided by total assets; and corporate diversification is the number of industries in which the firm is active; beta is computed by regressing a firm’s monthly stock return in the pre-crisis period on the corresponding market return obtained from SCOB. We require at least 24 months of return prior to January 1929 to compute beta and we use a maximum of 63 months’ worth of data. Board variables and industry variables are defined at the start of 1929. Size, age, debt ratio and intangible assets are defined every year of the four-year sample period 1928-1931. a Based on 150 observations 32 Table 2 Board characteristics and firm connections across industries (mean figures) 5 6 7 8 9 No. of Bank No. of % external Connected external affiliated affiliated directorships firms within directorships (0,1) banks within industry industry Mining 23 13.70 2.97 30% 27.74 0.91 1.87 33% 20 Metal 17 14.95 2.74 33% 26.94 0.88 2.41 18% 15 Electricity 14 20.29 3.67 57% 54.64 1.00 2.93 27% 14 Stone 9 10.78 2.03 20% 12.56 0.78 1.67 19% 4 Tram/railways 9 17.78 2.98 43% 34.22 0.78 1.78 14% 8 Chemicals 8 14.13 2.15 25% 17.63 0.88 2.13 6% 4 Textile 5 10.80 1.48 16% 5.80 0.60 1.80 23% 3 Foreign 32 15.94 3.00 40% 34.88 0.88 2.34 36% 28 Colonial 23 16.39 3.79 55% 45.61 1.00 3.00 49% 21 Rest (*) 10 13.82 2.22 24% 17.82 0.55 1.00 39% 0 (*) Notes: The rest category includes firms from the following industries: automobile industry, catering, construction, food industry, other manufacturing, other utilities, shipping, weapon industry and wholesale Industry 1 No of firms 2 Board size 3 Directorships per director 4 % busy directors 33 Table 3 Pearson correlations 1 Variables Board size 1 1 2 3 4 5 6 7 8 9 2 No. of executive directors 0.97 1 3 No. of supervising directors 0.70 0.49 1 4 Directorships per director 0.25 0.24 0.18 1 5 Percentage of busy directors 0.22 0.21 0.15 0.86 1 6 Ln(no. of external directorships) 0.65 0.63 0.45 0.85 0.72 1 7 Bank affiliated (0,1) 0.27 0.26 0.20 0.36 0.39 0.34 1 8 No. of affiliated banks 0.49 0.51 0.23 0.39 0.43 0.53 0.54 1 9 Percentage of bank directors 0.21 0.24 0.04 0.45 0.48 0.42 0.57 0.75 10 MTB -0.06 -0.03 -0.13 0.03 0.01 0.02 -0.16 -0.04 -0.05 11 Size 0.33 0.32 0.05 0.01 0.15 0.11 12 Age -0.32 -0.37 -0.04 13 Debt ratio -0.12 14 Intangible assets 10 11 12 13 14 15 1 1 0.09 -0.11 1 -0.11 -0.22 -0.21 -0.06 -0.17 -0.01 0.01 0.02 1 -0.13 -0.03 -0.06 -0.05 -0.08 -0.01 -0.07 -0.05 -0.01 0.17 0.17 1 0.06 0.05 0.07 0.04 0.01 0.05 0.02 0.07 0.09 -0.10 0.06 0.02 -0.32 1 15 Corporate diversification 0.15 0.16 0.07 -0.01 0.08 0.03 0.04 0.06 0.06 0.11 -0.03 -0.06 0.06 -0.29 16 Beta 0.22 0.21 0.18 0.42 0.53 0.43 0.13 0.20 0.16 0.07 -0.01 -0.24 -0.09 -0.09 0.21 0.23 0.19 1 This table shows Pearson correlation coefficients. All variables are defined as before. Bold denotes significance at the 5% level. 34 Table 4 Corporate value and busy boards (1) (2) (3) (4) Directorships per Percentage of ln(no. of external director busy directors directorships) 1929 -0.275*** 0.023 -0.039 0.131 (0.000) (0.761) (0.533) (0.115) 1930 -0.772*** -0.553*** -0.578*** -0.392*** (0.000) (0.000) (0.000) (0.004) 1931 -1.101*** -0.851*** -0.873*** -0.705*** (0.000) (0.000) (0.000) (0.000) Busy measure 0.178*** 0.595* 0.230*** (0.001) (0.091) (0.001) Busy measure*1929 -0.101*** -0.628*** -0.134*** (0.000) (0.000) (0.000) Busy measure*1930 -0.074** -0.524** -0.126*** (0.030) (0.010) (0.002) Busy measure*1931 -0.084** -0.621*** -0.132*** (0.016) (0.003) (0.002) ln (Size) -0.499*** -0.503*** -0.492*** -0.511*** (0.000) (0.000) (0.000) (0.000) ln (Age) 0.116 0.124 0.141* 0.155* (0.145) (0.120) (0.081) (0.054) Debt ratio 1.569*** 1.592*** 1.592*** 1.607*** (0.000) (0.000) (0.000) (0.000) Intangible assets -0.569*** -0.582*** -0.596*** -0.593*** (0.001) (0.000) (0.000) (0.000) Corporate diversification -0.079 -0.055 -0.079 -0.065 (0.259) (0.455) (0.292) (0.372) Beta 0.015 -0.118 -0.017 -0.114 (0.920) (0.437) (0.923) (0.481) Industry dummies Yes Yes Yes Yes Observations 574 574 574 574 Notes: this table displays the regression coefficients and robust p-values for random effects regressions. The results are based on clustered standard errors at the firm level. The dependent variable is the natural logarithm of the MTB. 1929, 1930 and 1931 are year dummies; directorships per director is the total number of directorships held across all the directors of a board divided by board size; percentage of busy directors the percentage of busy directors in a firm’s board; ln(no. of external directorships) is the natural logarithm of the total number of directorships held across all the directors of a board minus board size plus one; all other variables are defined as before. Industry dummies are included. Intercept is included but not reported. Here ***, **, and * indicate significance at the 1%, 5%, and 10% levels, respectively. Busy measure 35 Table 5 Corporate value and board size (6) (7) ln(No. of executive ln(No. of supervising directors) directors) 1929 0.151 -0.014 -0.190 (0.460) (0.940) (0.131) 1930 -0.423 -0.585** -0.718*** (0.220) (0.032) (0.001) 1931 -0.629* -0.858*** -1.038*** (0.077) (0.009) (0.000) Board size measure 0.561*** 0.356* 0.346** (0.003) (0.083) (0.038) Board size measure * 1929 -0.160** -0.114 -0.055 (0.033) (0.139) (0.491) Board size measure * 1930 -0.130 -0.082 -0.030 (0.297) (0.476) (0.829) Board size measure * 1931 -0.176 -0.107 -0.034 (0.168) (0.447) (0.798) ln (Size) -0.538*** -0.522*** -0.530*** (0.000) (0.000) (0.000) ln (Age) 0.179** 0.165* 0.114 (0.031) (0.075) (0.145) Debt ratio 1.600*** 1.603*** 1.577*** (0.000) (0.000) (0.000) Intangible assets -0.580*** -0.580*** -0.566*** (0.000) (0.001) (0.001) Corporate diversification -0.095 -0.093 -0.082 (0.152) (0.172) (0.229) Beta -0.031 -0.009 -0.041 (0.832) (0.949) (0.789) Industry dummies Yes Yes Yes Observations 574 574 574 Notes: this table displays the regression coefficients and robust p-values for random effects regressions. The results are based on clustered standard errors at the firm level. The dependent variable is the natural logarithm of the MTB. Ln(Board size) is the natural logarithm of the number of a firm’s board seats; ln(no. of executive directors) is the natural logarithm of the total number of directors at the board of a firm minus the number of supervising directors; ln(no. of supervising directors) is het number of supervising directors at the board of a firm; all other variables are defined as before. Industry dummies are included. Intercept is included but not reported. Here ***, **, and * indicate significance at the 1%, 5%, and 10% levels, respectively. Board size measure: (5) Ln(Board size) 36 Table 6 Corporate value and bank affiliation (8) (9) (10) Bank affiliated No. of affiliated Percentage of (0,1) banks bank directors 1929 -0.117 -0.118** -0.115* (0.162) (0.032) (0.059) 1930 -0.654*** -0.659*** -0.685*** (0.000) (0.000) (0.000) 1931 -0.966*** -1.029*** -1.023*** (0.000) (0.000) (0.000) Bank affiliation measure 0.127 0.097** 0.717* (0.448) (0.033) (0.097) Bank affiliation measure * 1929 -0.184** -0.071*** -0.728*** (0.043) (0.000) (0.001) Bank affiliation measure * 1930 -0.138 -0.051* -0.397 (0.434) (0.078) (0.215) Bank affiliation measure * 1931 -0.159 -0.032 -0.355 (0.356) (0.312) (0.240) ln (Size) -0.495*** -0.512*** -0.503*** (0.000) (0.000) (0.000) ln (Age) 0.121 0.141* 0.121 (0.132) (0.084) (0.127) Debt ratio 1.576*** 1.545*** 1.534*** (0.000) (0.000) (0.000) Intangible assets -0.560*** -0.593*** -0.592*** (0.001) (0.000) (0.000) Corporate diversification -0.079 -0.079 -0.082 (0.261) (0.261) (0.235) Beta 0.017 -0.007 -0.004 (0.912) (0.964) (0.979) Industry dummies Yes Yes Yes Observations 574 574 574 Notes: this table displays the regression coefficients and robust p-values for random effects regressions. The results are based on clustered standard errors at the firm level. The dependent variable is the natural logarithm of the MTB. Bank affiliated (0,1) is a dummy that equals one if a firm has at least one banker on its board and zero otherwise; no. of affiliated banks is the number of banks of which the firm has a director on its board; percentage of bank directors is the number of bank directors on the board of a firm divided by the total number of directors of that firm; and all other variables are defined as before. Industry dummies are included. Intercept is included but not reported. Here ***, **, and * indicate significance at the 1%, 5%, and 10% levels, respectively. Bank affiliation measured by: 37 Table 7 Average beta per sector in 1929 (mean figures) Industry No of firms Beta Mining 23 0.304 Metal 17 0.838 Electricity 14 1.101 Stone 9 0.291 Tram/railways 9 1.100 Chemicals 8 1.119 Textile 5 0.517 Foreign 32 0.647 Colonial 23 1.210 Rest (*) 10 0.791 (*) Notes: The rest category includes firms from the following industries: automobile industry, catering, construction, food industry, other manufacturing, other utilities, shipping, weapon industry and wholesale 38 Table 8 Corporate value, board characteristics and firm risk during the crisis (11) (12) (13) (14) Directorships per ln (Board size) No. of affiliated director banks 1929 0.045 0.159* 0.208 0.129* (0.582) (0.057) (0.284) (0.093) 1930 -0.283** -0.275** -0.306 -0.250** (0.021) (0.034) (0.331) (0.038) 1931 -0.696*** -0.642*** -0.534 -0.683*** (0.000) (0.000) (0.116) (0.000) Beta 0.340** 0.173 0.285* 0.300** (0.025) (0.255) (0.050) (0.046) Beta * 1929 -0.347*** -0.262*** -0.332*** -0.307*** (0.000) (0.001) (0.000) (0.000) Beta * 1930 -0.542*** -0.536*** -0.541*** -0.529*** (0.000) (0.000) (0.000) (0.000) Beta * 1931 -0.456*** -0.412*** -0.436*** -0.453*** (0.000) (0.003) (0.000) (0.000) Board measure 0.136*** 0.449** 0.076* (0.007) (0.019) (0.090) Board measure * 1929 -0.065*** -0.065 -0.055*** (0.006) (0.379) (0.001) Board measure * 1930 -0.003 0.011 -0.020 (0.930) (0.924) (0.499) Board measure * 1931 -0.031 -0.065 -0.007 (0.445) (0.601) (0.829) ln (Size) -0.464*** -0.476*** -0.506*** -0.480*** (0.000) (0.000) (0.000) (0.000) ln (Age) 0.157** 0.153** 0.203** 0.171** (0.041) (0.045) (0.011) (0.030) Debt ratio 1.548*** 1.542*** 1.564*** 1.515*** (0.000) (0.000) (0.000) (0.000) Intangible assets -0.649*** -0.650*** -0.653*** -0.669*** (0.000) (0.000) (0.000) (0.000) No of business segments -0.094 -0.069 -0.107 -0.093 (0.171) (0.342) (0.101) (0.178) Constant 8.696*** 8.704*** 8.261*** 8.902*** (0.000) (0.000) (0.000) (0.000) Industry dummies Yes Yes Yes Yes Observations 574 574 574 574 Notes: this table displays the regression coefficients and robust p-values for random effects regressions. The results are based on clustered standard errors at the firm level. The dependent variable is the natural logarithm of the MTB. All variables are defined as before. Intercept is included but not reported. ***, **, and * indicate significance at the 1%, 5%, and 10% levels, respectively. Board composition variable: 39 Figure 1 Cumulative stock return of all firms on the Brussels Stock Exchange 230% 210% 190% 170% 150% 130% 110% 90% 70% 50% 10 1931 7 1931 4 1931 1 1931 10 1930 7 1930 4 1930 1 1930 10 1929 7 1929 4 1929 1 1929 10 1928 7 1928 4 1928 1 1928 10 1927 7 1927 4 1927 1 1927 Source: Own calculations based on SCOB database 40 Figure 2 Market-to-book ratio 1928-1931 8 7 6 5 4 3 2 1 0 1928 1929 Mean 1930 1931 Median Source: Own calculations based on SCOB database and data from the Recueil Financier 41 Figure 3 Connected firms via interlocking directorships Note: This graph shows connections between 146 firms in our sample based on interlocking directors. Four firms share no directors with other firms in our sample. 42 Appendix Table A.1 Corporate value and bank affiliation with one dummy for the crisis (15) (16) (17) Directorships ln (Board size) No. of affiliated per director banks Crisis -0.347*** -0.534*** -0.487*** (0.000) (0.000) (0.000) Average no. of mandates per firm 0.194*** 0.607*** 0.114** (0.001) (0.004) (0.018) Average no. of mandates per firm * crisis -0.083*** -0.003 -0.047** (0.001) (0.613) (0.047) ln (Size) -0.653*** -0.709*** -0.671*** (0.000) (0.000) (0.000) ln (Age) -0.102 -0.046 -0.083 (0.231) (0.599) (0.342) Debt ratio 1.854*** 1.857*** 1.845*** (0.000) (0.000) (0.000) Intangible assets -0.655*** -0.657*** -0.667*** (0.000) (0.000) (0.000) Number of business segments -0.023 -0.069 -0.048 (0.789) (0.366) (0.556) Beta -0.167 -0.075 -0.041 (0.352) (0.650) (0.814) Constant 12.572*** 12.387*** 13.106*** (0.000) (0.000) (0.000) Industry dummies Yes Yes Yes Observations 574 574 574 Notes: this table displays the regression coefficients and robust p-values for random effects regressions. The results are based on clustered standard errors at the firm level. The dependent variable is the natural logarithm of the MTB. Crisis is a dummy variable that equals one if year is 1929, 1930 or 1931 and zero otherwise. All variables are defined as before. The control variables ln(Size), ln(Age), Debt ratio, no of business segments and beta and the intercept are included but not reported. ***, **, and * indicate significance at the 1%, 5%, and 10% levels, respectively. Board measure: 43 Table A.2 Corporate value, board characteristics and firm risk during the crisis (18) (21) No. of affiliated banks 1929 0.016 0.188* 0.437** 0.148* (0.8691) (0.0527) (0.0256) (0.0970) 1930 -0.278** -0.166 0.274 -0.138 (0.0126) (0.1849) (0.3929) (0.2338) 1931 -0.575*** -0.492*** -0.190 -0.547*** (0.0000) (0.0001) (0.5250) (0.0000) Stock return volatility 2.773*** 2.378*** 2.781*** 2.650*** (0.0009) (0.0027) (0.0005) (0.0008) Stock return volatility * 1929 -2.811*** -2.299*** -2.846*** -2.711*** (0.0009) (0.0046) (0.0004) (0.0007) Stock return volatility * 1930 -6.171*** -5.827*** -6.304*** -6.311*** (0.0001) (0.0003) (0.0001) (0.0001) Stock return volatility * 1931 -6.429*** -6.084*** -6.426*** -6.512*** (0.0000) (0.0000) (0.0000) (0.0000) Board measure 0.137*** 0.531*** 0.086* (0.0037) (0.0049) (0.0578) Board measure * 1929 -0.076*** -0.157** -0.065*** (0.0005) (0.0239) (0.0000) Board measure * 1930 -0.050 -0.204* -0.061*** (0.1175) (0.0679) (0.0085) Board measure * 1931 -0.040 -0.144 -0.012 (0.2088) (0.1765) (0.6601) ln (Size) -0.469*** -0.476*** -0.504*** -0.482*** (0.0000) (0.0000) (0.0000) (0.0000) ln (Age) 0.152** 0.157** 0.212*** 0.171** (0.0476) (0.0385) (0.0062) (0.0277) Debt ratio 1.555*** 1.565*** 1.582*** 1.517*** (0.0000) (0.0000) (0.0000) (0.0000) Intangible assets -0.643*** -0.634*** -0.654*** -0.670*** (0.0003) (0.0003) (0.0003) (0.0002) Number of business segments -0.078 -0.054 -0.092 -0.077 (0.2546) (0.4454) (0.1573) (0.2628) Constant 8.777*** 8.539*** 7.895*** 8.864*** (0.0000) (0.0000) (0.0000) (0.0000) Industry dummies Yes Yes Yes Yes Observations 574 574 574 574 Note: this table is a reproduction of table 8 with stock return volatility instead of beta. Board measure: (19) Directorships per director (20) ln (Board size) 44
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