Influence de la gouvernance sur les décisions de diversification d'entreprise et de remplacement des dirigeants
In this dissertation, I investigate how structural position and social attributes at the top of the corporation impact on corporate outcomes, in a sample of large French companies, during the 1993-2005 period of time. In particular, the findings indicate that an agency problem exists in large French corporations in that the CEO will tend to use the firm’s financial resources to fund unrelated and risk-driven diversification projects, which are potentially non-value creating. Incentives’ alignment governance devices are, in general, ineffective in successfully dealing with the agency problem. Board of directors’ monitoring is effective in reducing the agency problem if the proportion of executive outside directors is minimized. Moreover, controlling for firm performance, an increase in the firm’s level of portfolio unrelatedness increase the likelihood that the board will dismiss the CEO. On the contrary, an increase in the firm’s level of portfolio relatedness decrease the likelihood that the board will dismiss the CEO. However, when the CEO has finance/legal experience, and when outside directors who have on-going experience as CEOs in other companies sit on the firm’s board, the likelihood that the board will dismiss the CEO under conditions of increasing portfolio unrelatedness will be altered. Furthermore, the empirical evidence points out that governance processes, such as the replacement of the CEO, when routinized, imply decreased board monitoring and greater discretion for the CEO to implement strategies viewed as self-serving and shareholder value-reducing, namely further unrelated diversification. In this context, the new CEO’s social capital impacts on the firm’s post-succession strategic direction: When the new CEO occupies a central position in the inter-board network, s/he will further increase the positive effect of routine succession on unrelated diversification strategy. On the contrary, the new CEO’s socialization in elite circles alters the effect of routine succession on unrelated diversification strategy, and leads to corporate strategic refocusing. Thus, it may constitute an appropriate factor to deal with the agency problem.