Board composition, regulatory regime and voluntary disclosure

Abstract

This study, which examines the association between board monitoring and the level of voluntary disclosure, finds new evidence that firms with a higher proportion of independent directors on the board are associated with higher levels of voluntary disclosure. Although board size and CEO duality are not associated with voluntary disclosure, boards with a majority of independent directors have significantly higher levels of voluntary disclosure than firms with balanced boards. Notably, we find that the presence of an external governance mechanism, the regulatory environment, enhances the strength of the association between the proportion of independent directors and the level of voluntary disclosure. This association is some two to three times greater under a “disclosure-based” regulatory regime than under a “merit-based” regulatory regime.