Abstract
This study investigates whether trust between a corporation’s board chair and the CEO affects firm performance. After using a unique survey data set of regional trustworthiness from China to measure this trust, we find a positive relationship between trust and the performance of Chinese companies from 2000 to 2016. Additional test results suggest that the relationship is causal. Further results show that the positive trust-performance effect is more evident for firms with greater advisory needs and boards that can deliver high-quality advice. Finally, we find supporting evidence to our conjecture that the Chair–CEO trust increases firm value by improving the board advisory results, including value-adding decisions of R&D and merger and acquisition.
1. Introduction
Trust determines the tendency of people to cooperate (Coleman, 1990; Putnam, 1993). It is regarded as essential to social capital (Guiso et al., 2004) to the extent that economists have long been interested in the payoffs of trust. This article tests whether trust between a CEO and the chair of a board of directors, the two most prominent decision-makers in a firm, drives firm performance. Our study is motivated by the “friendly” board theory of Adams and Ferreira (2007) wherein a management-friendly board encourages its CEO to share information with it. Based on this reasoning, we conjecture that a friendly board is likely to form in a company when it trusts the CEO highly. This leads to a strong advisory board process, especially regarding information sharing between the CEO and the board. As a result, trust promotes value-adding strategic decisions such as research and development (R&D), and merger and acquisition (MA).
The primary purpose of this study is to investigate whether trust between the CEO and the board chair affects the advisory outcome of a firm. We measure the trust level between them according to how the regional trust their provinces of origin are ranked. To do so, we use the regional trust index created by Zhang and Ke (2002) but which is unavailable in other countries. In this study, we use the setting of China because Zhang and Ke’s regional trust data allow us to respectively determine how a board chair perceives a CEO’s trustworthiness (measured as “Chair–CEO trust”) and how a CEO perceives a board chair’s trustworthiness (“CEO–Chair trust”). Zhang and Ke’s trust index is based on the answers to questions about the regional social trust of 5000 managers and entrepreneurs from 31 provinces in China. Owing to the provinces’ various proximities to each other, and their ethnic, dialectical, regionally cultural, and historical diversity in China, these surveyees’ perceptions of regional trustworthiness result in large variations in their trust level.
Another benefit of using the setting of China is that Chinese companies have a dual governance structure that comprises a management board and a supervisory board. Because these two boards are independent of each other, the responsibilities of advising and monitoring can be better separated than those with the single board system that occurs in some other countries (e.g. the United States). Therefore, the goal of the management committee is to advise the CEO, while the supervisory board supposedly monitors the board of directors and the management team. However, the literature suggests that supervisory boards play no significant monitoring role in China (Farag and Mallin, 2017) 1 and thus, in China, do not improve firm value (Bai et al., 2004; Li and Naughton, 2007). Hence, our results focusing on the advisory effect of the management board chair can be feasibly isolated from the (weak) monitoring effect of the supervisory board. The chair of the management committee and the CEO are regarded as the two most important decision-makers in Chinese companies. We use the trust between them to proxy for the advisory relationship between the board and the management.
We first evaluate whether the trust between the CEO and the chair of the management board is a driving force of company performance. Our baseline regression results suggest positive associations of both directions of trust on firm performance, with Chair–CEO trust being more significant than CEO–Chair trust. The result is not only statistically but also economically significant. An increase of one standard deviation in Chair–CEO trust is associated with an increase in return on equity (ROE) (net profit margin (NPM) and return on asset (ROA)) of 1.61% (0.55% and 0.41%). We next examine whether the trust is more influential for firms with (1) greater advisory needs, for example, diversified firms (Coles et al., 2008; Schmidt, 2015) and (2) boards having a higher proportion of busy boards, which, according to Field et al. (2013), can provide high-quality advice. Our results provide supporting evidence to both, indicating that trust is a driving force of firm performance through its impact on the advisory board process.
Our empirical specifications include year-fixed effects and industry-fixed effects, with standard errors clustered on both firm and year to correct for cross-sectional dependence and serial correlation. To address the concern of simultaneity, we regress firm performance measures on the one-period lag values of all explanatory accounting variables. To mitigate other concerns of endogeneity, we adopt the two-stage least squares method (2SLS) with two instrumental variables constructed for Chair–CEO trust: (1) the geographical distance between birthplaces of the CEO and the chair within a company and (2) an indicator to identify whether they are from the same or neighboring provinces. Our trust-performance finding holds after adopting the instrumental variable (IV) approach. In addition, we conduct a placebo test by randomly assigning a Chair–CEO pair to a sample firm-year. Since the allocations of the CEO–Chair pair are random, we know that the null of the relationship between trust and firm performance is zero. We find that the mean of the 1000 estimates of the effect of the pseudo Chair–CEO trust on firm performance is zero. Values of all the 1000 coefficients of simulation results are smaller than the estimated coefficient using the actual sample, that is, a zero in 1000 chance of observing the actual trust effect. The placebo test results further confirm that our finding is not caused by reverse causality that well-performing firms seek to appoint trustworthy CEOs and chairs.
Results on additional robustness tests also support this causal interpretation. First, we exploit CEO turnovers by including the previous Chair–CEO turnover trust in the regression model as an additional explanatory variable to alleviate concerns that our results might be driven by omitted variables that can, for example, induce self-selection bias caused by the missing birthplace demographic information of a chair or CEO. Second, we show that our finding is not driven by economic growth and educational resources of birthplaces of the CEOs and the board chairs. Third, we demonstrate that our conclusion is unaffected after excluding observations where a firm’s CEO and management board chair are from the same province. Fourth, we also confirm that our results are not driven by the political and educational backgrounds of the chair and the CEO, or their local connections, including their alumni relations. Finally, we exploit the event of CEO turnovers to see whether our result is driven by pre-turnover Chair–CEO trust, an omitted variable. The result does not support this concern and we find that only the current trust relationship impacts firm performance.
To explore the mechanism for the found relationship, we study two strategic business decisions of R&D and MA, in which the firm is most likely to benefit from a strong advisory process. R&D is a dominant source of competitive advantage, especially for technology companies (Lin et al., 2006). Investment in R&D requires expert opinions, usually relates to the advisory opinions of the board of directors (Chen, 2015). Similarly, decisions about MA must be approved by the management board; MA decisions directly affect the company’s performance (Masulis and Mobbs, 2011). We find that a higher degree of trust between the company’s chair and its CEO will enhance R&D outcomes, especially for technology companies. We also observe that the market reacts more strongly to MA announcements by companies with a high level of Chair–CEO trust.
This study ties into several strands of the literature. First, it complements the literature of social norms and trust with research investigating the relationship between trust and firm value. We focus on social trust at the individual level, which differs from recent research on the trustworthiness of the region where the corporate headquarters is located. Studies in this stream of the literature find that firms located in regions of high social trust are associated with lower likelihoods of corporate misconduct (Dong et al., 2016; Qiu et al., 2019), tax avoidance (Xia et al., 2017), corruption (LaPorta et al., 1997), earning misstatement (Garrett et al., 2014), and bad news, hoarding behaviors of managers (Li et al., 2017). 2
Second, we provide new empirical evidence regarding the importance of the advisory role of a board and the benefits of having a management-friendly board (Adams and Ferreira, 2007; Baldenius et al., 2014; Harris and Raviv, 2008; Kang et al., 2018; Schmidt, 2015). Finally, our study reveals that such a relationship between the CEO and the board chair can impact firm value; research on the importance of this relationship is inconclusive. 3 Personal relationships studied in these papers are identified as overlaps of personal experience (e.g. the CEO and the chair are alumni) or social contacts (e.g. they joined the same country clubs). These identification methods are usually constrained by the availability and reliability of data on the social networks of the CEO and the board. Moreover, measures to proxy for this relationship are often monotonic, being merely an indicator to show whether there is an overlap in their social networks. This current study is less constrained regarding data availability, and the trust data in use show heterogeneity across regions.
2. Sample and descriptive statistics
2.1. Sample and data sources
Our sample consists of all Chinese A-share listed companies from 2000 to 2016. From the China Securities Market and Accounting Research (CSMAR) database, we obtain information about sample companies (financial and market data) and their CEOs and board chairs (e.g. age, birthplace, tenure, education/political background, and overseas working experience). We exclude (1) firms that do not disclose their chair’s or CEO’s birthplace (73.66%), in which case our trust measure cannot be constructed; (2) firm-year observations with missing values for dependent or explanatory variables (8.88%); and (3) financial firms (0.34%) as the industry is highly regulated and their objectives can be different from other industries.
Our final sample consists of 2812 firm-year observations with CEOs or management board chairs from all 28 provinces in China during the period of 2000 to 2016. All continuous variables are winsorized at the 1% and 99% levels. Figure 1(a) illustrates the distribution of our sample by industry, revealing that information technology and machinery are the two largest industries in the sample.

Industry distribution and yearly distributions of Chair–CEO trust and CEO–chair trust: (a) Industry distribution. (b) Yearly distributions of Chair–CEO trust and CEO–chair trust.
2.2. Measuring trust between the board chair and the CEO
We measure Chair–CEO trust using regional trust data from Zhang and Ke (2002).
4
Their trust data are adopted in some of latest trust research on the Chinese market, including Jiang et al. (2020), Li et al. (2017), and Chen et al. (2017). Our proxy for Chair–CEO trust, denoted by
Panel A of Table 1 reports the summary statistics for our sample firms. Both
Summary statistics and Pearson pairwise correlations.
Panel A of the table presents the descriptive statistics on the main variables in this study. The sample period is from 2000 to 2016. All variables are defined in Appendix 3. Panel B presents the Pearson correlations of the variables.
2.3. Measuring firm-level trust as a control
Several studies use the same trust data but for different purposes (Chen et al., 2016; Li et al., 2017; Wu et al., 2014), mainly to examine whether social trust at a firm level can curb unethical management behavior. To control for the impact of firm-level trust on firm performance, we include
2.4. Measuring firm performance as dependent variables
We measure firm performance using three variables that are well established in the literature: ROE, NPM, and ROA. Firms with higher ROA, ROE, or NPM are recognized as better performing firms. ROE represents net profit divided by the average balance of shareholder’s equity (Baliga et al., 1996). NPM is measured by the net profits divided by the average balance of total assets (Rechner and Dalton, 1991). ROA is the sum of total profits and financial expenses divided by the average balance of total assets; it is recorded for each fiscal year (Daily and Dalton, 1994; Quigley and Hambrick, 2011). These performance measures have been used widely in the literature (e.g. Beck et al., 2018; Jia and Bradbury, 2020; Khan et al., 2014; Matolcsy and Wright, 2011; Park and Lee, 2020). The mean values of these, our primary dependent variables, are 0.084 (ROE), 0.052 (NPM), and 0.053 (ROA) (see Panel A, Table 1). Their mean and standard deviations are similar to other large-sample studies of the Chinese market (e.g. Li et al., 2017; Liu et al., 2016). The pairwise correlations of our three measurements of firm performance are high, with coefficients ranging from 0.73 to 0.96 (Panel B, Table 1).
3. Does trust between the management board chair and the CEO drive firm performance?
3.1. The effect of Chair–CEO trust on firm performance
Considering the unique characteristics of the Chinese setting, where the chair plays a crucial role on the board, we assume that the chair’s trust in the CEO (i.e. Chair–CEO trust) represents the board’s trust in the CEO. Regression Model (1) is used to test the relationship between Chair–CEO trust (
where the dependent variable
Panel A of Table 2 presents our baseline regression results regarding the relationship between Chair–CEO trust and firm performance. We find positive and significant relationships between
The relationship between Chair–CEO trust and firm performance.
Panel A presents the regression results of the impact of Chair–CEO trust on firm performance. The sample period is from 2000 to 2015 for the CEO–chair trust measures and control variables and from 2001 to 2016 for the firm performance measures. Panel B presents the regression results of the impact of CEO–Chair trust on firm performance over the sample period of 2000–2016 (columns 1–3) and the impacts of both Chair–CEO trust and CEO–Chair trust on firm performance over the sample period of 2000–2016 (columns 4–6). The t values reported in parentheses are based on standard errors clustered at both firm and year level. ***, **, and * indicate statistical significance at the 1%, 5%, and 10% levels, respectively. All variables are defined in Appendix 3. OLS: ordinary least squares; IV-2SLS: instrumental variable–two-stage least squares.
Results reported in columns 2 to 7 of Panel A of Table 2 show that our baseline findings are unaffected after adding
The coefficients of control variables are mostly consistent with the literature. For example, firms with higher growth in operating incomes, of larger size, and located in a region with a higher GDP growth rate tend to perform better (Brush et al., 2000; Ferri, 2009; Shubita and Alsawalhah, 2012). Firms with greater stock return volatility, a higher BM, higher financial leverage, and state ownership tend to perform poorly (Chen and Zhang, 1998; Simerly and Li, 2000; Thomsen et al., 2006).
We next examine whether the other direction of trust, namely, the CEO’s trust in the management board chair, affects firm performance. Panel B of Table 2 presents our baseline regression results. In the test, the trust variable TrustCEO is constructed similarly to
3.2. Advisory needs and advising quality
Following the literature’s suggestion that the board’s advice is more beneficial for firms with greater advisory needs (Kang et al., 2018; Schmidt, 2015), we use firm diversification levels to proxy for a firm’s advisory needs. 7 Diversified firms engage in more complex businesses and are likely to have more significant advisory needs. Therefore, we predict that the positive relationship between Chair–CEO trust level and firm performance will be more pronounced in segmented firms than concentrated firms.
We separate segmented firms from concentrated firms using Diversified, which is equal to 1 if a firm operates in more than one CSRC (China Securities Regulatory Commission) two-digit code industry. We create an interaction term
The effect of advisory needs and advice quality.
Panel A presents the regression results of the impacts of business segmentation and debt level on the relationship between Chair–CEO trust and firm performance in China from 2000–2016. Panel B presents the regression results of the impact of advisory quality on the relationship between Chair–CEO trust and firm performance on the high-quality advising subsample (columns 1, 3, and 5) and the low-quality advising subsample (columns 2, 4, and 6). The t values reported in parentheses are based on standard errors clustered at both firm and year level. ***, **, and * indicate statistical significance at the 1%, 5%, and 10% levels, respectively. All variables are defined in Appendix 3.
Field et al. (2013) suggest that busy boards (i.e. directors who sit on multiple corporate boards) have greater expertise derived from the experience of a variety of other companies’ board meetings and are better able to deliver high-quality advice. Field et al. (2013) argue that busy boards must efficiently allocate their attention to different companies and may thus focus on their advisory role at the expense of their monitoring role. Following Field et al. (2013), we define busy boards as being composed of directors who sit on more than three corporate boards. We split our sample into two groups: Hqualadvice and
3.3. Robustness
3.3.1. Addressing the concern of reverse causality: a placebo test
To verify whether our baseline result is affected by reverse causality, in that high-performing companies seek more trustworthy CEOs or board chairs, we design a placebo test that randomly assigns a Chair–CEO pair to a sample firm-year. Since the trust values are random, the null of no impact on firm performance should be observed. We record 1000 estimates of point coefficients on simulated samples using Model (1), with ROE as the dependent variable. Our simulation results (illustrated in Figure 2) show that the coefficients of

Placebo tests of the effect of Chair–CEO trust on firm performance measured by return on equity (ROE).
3.3.2. Addressing the concern of omitted variable bias
3.3.2.1. Control for educational/political background, overseas working experience, and CEO–Chair duality
The baseline model does not consider the observed characteristics of the board chair or the CEO. To ensure that our results are not driven by their inherent traits, experience, or expertise, we add a set of variables to account for their age, gender, overseas study/work experience, tenure, highest educational qualifications, and political background in the regression model. This step follows Chen (2015) and Giannetti et al. (2015):
Address the concern for omitted variable bias.
Panel A presents the regression results of the impact of Chair–CEO trust on firm performance in China from 2000 to 2016, after including the chair’s and CEO’s backgrounds. This panel presents the regression results of the impact of Chair–CEO trust on firm performance after controlling for economic growth and educational resources for Beijing-born and Shanghai-born CEOs and board chairs from 2000 to 2016. Panel C presents the regression results of the impact of Chair–CEO trust on firm performance after controlling for the CEO and chair’s alumni relationship in China from 2000 to 2016. Panel D presents the regression results of the impact of Chair–CEO trust on firm performance after excluding cases that both a company’s CEO and its chair are from the same province from 2000 to 2016. In Panel E, columns 1, 3, and 5 present the regression results of the impact of Chair–CEO trust on firm performance in firms whose chair is not from the local province where the firm is headquartered (denoted as Difchair, consisting of firms with non-local chairs only). Columns 2, 4, and 6 present the regression results of the impact of Chair–CEO trust on firm performance in firms whose CEO is not from the local province where the firm is headquartered (denoted as DifCEO, consisting of firms with non-local CEOs only). Panel F presents the regression results of the impact of Chair–CEO trust by using both the post-turnover (the successors) and pre-turnover CEO–chair trust to explain firm performance in China from 2000 to 2016. Panel G presents the impact of CEO–chair trust on firm performance in the event of CEO turnovers in China from 2000–2016. The t values reported in parentheses are based on standard errors clustered at the levels of firm and year. ***, **, and * indicate statistical significance at the 1%, 5%, and 10% levels, respectively. All variables are defined in Appendix 3.
3.3.2.2. Control for the impacts of educational resources and economic developments
A concern may arise that economic growth and educational resources can enforce trustworthiness in the regions and that these regions are also likely to foster more businessman. In other words, if economic developments and educational resources can fully explain the trust index, after considering this relationship, our trust–performance relationship will disappear. We test this possibility in this section. 8
The provincial trust data in Appendix 2.1 show that Shanghai and Beijing are the two cities with the highest trustworthy levels in the country. Appendix 2.2 finds that 6.12% of the chairs and 7.07% of the chairs in our sample are from Beijing and Shanghai, respectively. The two largest metropolitan cities in northern and eastern China have the best educational resources and the highest GDP growth rate in the country. Even before the founding of the People’s Republic of China, Beijing and Shanghai had been the most developed cities in the nation. To implement the new test, an indicator variable of Metropolis is created and included in the baseline regression model. We assign the value of 1 to Metropolis when the chairman and the CEO are from Beijing or Shanghai, and 0 otherwise. The test results presented in Panel B of Table 4 find that the coefficient of
3.3.2.3. Control for the relationships of alumni between the chair and the CEO
In this test, we control for the effect of alumni relationship. We capture the alumni relationship between the CEO and the chair with a dummy variable of Alumni. The variable takes the value of 1 when the CEO and the chair graduated from the same university, and 0 otherwise. Again, the positive relationship between Chair–CEO trust and firm performance persists after controlling for the alumni relationship (Panel C of Table 4).
Appointment decisions of the chair and the CEO may confound the trust effect of driving firm performance. For example, the chair may nominate a CEO from the same region when they are personally related. To verify this competing interpretation, we drop observations where the CEO and the chair in a company were born in the same province. We find the positive effect of the Chair–CEO trust on firm performance is even stronger, as evidenced by higher coefficient values for
3.3.2.4. Control for other social capitals of the board chair and the CEO
Another potential endogeneity concern is that the positive relationship between Trustchair and firm performance may be driven by some unobservable social connection factors. As companies prefer to hire local CEOs or chairs, a substantial portion of our sample are firms with local chairs and local CEOs (with birthplaces in the same province as the firm’s headquarters location). Firms with local CEOs or chairs may benefit from this social capital and produce better firm performance. For example, Adler and Kwon (2002) propose that entrepreneurs may access resources through their networks. Such social capital can allow entrepreneurs to identify investment opportunities (Bhagavatula et al., 2010) and build legitimacy for their firms (Elfring and Hulsink, 2003). Political connections allow firms to secure favorable regulatory conditions, which can also result in improved firm performance (Agrawal and Knoeber, 2001; Johnson and Mitton, 2003). In this case, the positive relationship between CEO trust and firm performance may be driven by the social capital of local chairs and local CEOs.
To address this concern, we first show that firms with local CEOs and local chairs do not always have a higher level of Chair–CEO trust. Using the trust index table in Appendix 1, we find that people sometimes more greatly trust those from a more developed region than theirs. For example, the trust level of people from Hebei, Liaoning, and Heilongjiang relating to people from Beijing is 27.7, 22.6, and 18.4, respectively, higher than the level at which people living in these areas trust their fellow residents (17, 20.8, and 11.8, respectively). This evidence suggests that firms with local CEOs and local chairs do not always exhibit a higher Chair–CEO trust level.
To exclude the effect of local CEOs or local chairs in a formal test, we assemble two subsamples: (1) a subsample named
3.3.2.5. Exploiting the event of CEO turnovers
When a CEO is newly appointed to a firm, they typically require a high level of advice and information exchange from the board to rapidly acclimatize and adapt them to their new position. The event of CEO turnovers also provides an opportunity to test whether the trust of the foregoing CEO still plays a role in explaining firm performance after the CEO turnover. One argument is that Chair–CEO trust may change the corporate culture that affects firm performance to a certain extent even after his or her departure. Econometrically, this test also helps alleviate a concern of endogeneity caused by omitted variables. That is, if our result is driven by some omitted variables that simultaneously determine the selection decision of CEO and firm performance, the pre-turnover Chair–CEO trust can continue to significantly impact firm performance. To test, we construct two regression models as follows
In the above models,
Panel F of Table 4 reports the results of Model (2). Consistent with the literature (Kato and Long, 2006), we find a negative relationship between
4. What channels through which does Chair–CEO trust drive firm performance?
The literature suggests that management-friendly boards can improve firm performance by improving advisory consequences. Below we consider the implications of two strategic business decisions where firms are most likely to benefit from a robust advisory process, namely, corporate innovation and MA.
4.1. Trust and innovation performance
A company’s innovation activities usually involve a multi-stage, long-term process to develop and eventually commercialize new and untested ideas (Holmstrom, 1989). Such innovation typically requires significant board advisory inputs (Kang et al., 2018). As such, it is crucial for management to discuss the innovation process with the board so that it can provide timely feedback about strategies for both the current and next stage of development (Manso, 2011). In addition, the innovation process requires expertise and firm-specific knowledge. Therefore, communication between the board and management is important for the board to provide quality advice. Since innovation is significant to achieving competitive advantage (Yuan and Wen, 2018), which requires board advisory input, we propose that a friendly board can improve firm performance by motivating firm innovation. Based on the context we researched, we propose that high Chair–CEO trust can accelerate the information exchange that enables the board to provide quality advice that is crucial for value-adding innovation activities. These activities of a firm can be assessed in terms of its input (R&D investment) and output (the quality/value of patents received, for example, Chen et al., 2013; Yuan and Wen, 2018). As data on patent citations, an important metric that measures patent quality, are unavailable in China (Yuan and Wen, 2018), we thus assess only the effect of Chair–CEO trust on R&D in determining firm performance. Following the literature, we construct a measure of R&D inputs using annual R&D increase over total assets. Model (4) below is used to test this mechanism
We employ the same set of control variables of firm characteristics used in Model (1), including firm- or stock-level controls (i.e.
We create two indicators to capture high versus low Chair–CEO trust level:
If CEO–chair trust indeed influences R&D investment decisions that, in turn, impact on firm performance, we predict that the significant and positive relationship is stronger in
Mechanisms whereby Chair–CEO trust drives firm performance through strategic decision-making in Research and Developments (R&D) and Merger and Acquisitions (MA).
Panel A presents the regression results on the joint effects of Chair–CEO trust and R&D investments on firm performance in China from 2000 to 2016. Columns 1, 3, and 5 present the regression results on the full sample. Columns 2, 4, and 6 present the regression results on technology firms only (denoted as High tech, consisting of firms in the industry of information technology). Panel B presents the results of market reactions to sample stocks with merger and acquisition announcements during the sample period of 2000–2016. Rows 1, 3, and 5 present the CARs in the three event windows of [0, 1], [0, 3], and [0, 5] around the MA announcements in our sample of MA firms where a CEO does not take the dual position of chair (Duality = 0). Rows 2, 4, and 6 present the CARs on the merger and acquisition announcements in the three event windows of [0, 1], [0, 3] and [0, 5] for the MA firms where a CEO also takes the position of a chair (Duality = 1). Panel C presents the results of the impact of Chair–CEO trust on firm acquisition performance in China from 2000 to 2016. Columns 1, 3, and 5 present the CARs for the merger and acquisition announcements in the three event windows of [0, 1], [0, 3] and [0, 5] for all the MA sample firms. Columns 2, 4, and 6 present the CARs for the MA firms where a CEO does not take the position of management board chair (Duality = 0). ***, **, and * indicate statistical significance at the 1%, 5%, and 10% levels, respectively. The t values reported in parentheses are based on standard errors clustered at both firm and year level. CARs: cumulative abnormal returns.
4.2. Trust and market reactions to the announcement of MA
Masulis and Mobbs (2011) suggest that acquisition involves an important board decision that can directly affect firm performance because it requires a “thorough understanding of the expected synergies and costs of the acquisition and the risks associated with the transaction.” They suggest that better-informed boards can assess MA more accurately and therefore improve its performance. Because acquisition decisions are part of a board’s typical advisory function (Baldenius et al., 2014; Kim et al., 2014), and if Chair–CEO trust can enhance firm value by improving this advice, MA events may exemplify the effect of Chair–CEO trust. Using this argument, we predict a positive relationship between Chair–CEO trust level and MA performance.
We measure MA performance using cumulative abnormal returns (CARs) estimated on market reactions to the MA announcements in 1-day, 3-day, and 5-day event windows (0, 1), (0, 3), and (0, 5) (denoted as
where the dependent variable is the CARs on the [0, 1], [0, 3], and [0, 5] announcement windows. We conduct this model using the MA sample (rather than the full sample in the main analysis) and the MA sample excluding duality cases (where duality = 0). To avoid the sample size being too small to perform a regression, in this section, we code observations with missing chair/CEO birthplace information using the following procedures. First, if a firm is missing the birthplace information of its chair, the Chair–CEO trust is calculated as the natural logarithm of the average cross-provincial-level trustworthiness based on the birthplace of the CEO. For example, according to Appendix 1, the average cross-provincial-level trustworthiness of people from Beijing is 19.6. If in our sample, a company has a CEO from Beijing, but its chair’s birthplace information is missing,
Second, if a firm has a missing value of the CEO’s birthplace, the Chair–CEO trust is calculated as the natural logarithm of the average cross-provincial-level trustworthiness based on birthplace of the chair. For example, according to Appendix 1, people from Beijing express average cross-provincial-level trustworthiness of 6.68. If, in our sample, a company has a chair from Beijing and is missing the CEO’s birthplace information, the value of Trustchair is 1.9 (i.e. the natural logarithm of 6.68).
Third, if a firm has missing values regarding both the chair’s and CEO’s birthplace,
Panel B of Table 5 reports the univariate analysis for our two MA samples: (1) firms where the CEO also takes the chair position in the management board (i.e. duality = 1), and (2) firms where the CEO does not take the position of management board chair (i.e. duality = 0). Univariate analysis is conducted to test whether MA performance is related to a board’s advisory role. A CEO, who is also the board chair, may not value or follow the advice of other directors because his or her power is superior. Therefore, if the MA performance is related more to the board’s advisory role, we expect non-duality firms to have better acquisition performance. Results in Panel B of Table 5 support this expectation. We find that the short-term MA return is positive for non-duality firms in the 1-day, 3-day, and 5-day event windows (both the 1-day and 3-day announcements are statistically significant), but insignificant for duality firms.
Panel C of Table 5 reports the results of Model (3). Columns 1, 3, and 5 report the regression results on the full MA sample and columns 2, 4, and 6 contain only non-duality firms. As predicted, the coefficients of Chair–CEO trust and MA performance are all positive and statistically significant in most cases. Combined with our main finding that Chair–CEO trust can increase firm value, these results suggest that MA decision-making is another channel through which Chair–CEO trust drives firm performance.
5. Conclusion
In this article, we provide empirical evidence that the trust between the board chair and the CEO (i.e. Chair–CEO trust) is essential to a sound advisory board process. Specifically, trust promotes valuable information sharing and collaboration, thereby driving firm performance. The positive effect of trust remains unchanged after controlling for the impacts of regional economic growth, industry, firm, and personal characteristics. Additional test results suggest that the relationship is causal. The trust–performance relationship is more pronounced in firms with more significant advisory needs and boards that can deliver high-quality advice. The study also explores the results of corporate R&D and MA, two strategic business decisions that may benefit from sound advisory procedures. These results support our view that high degrees of chairman–CEO trust can increase company value.
Footnotes
Appendix
Variable definitions.
| Firm performance variables (Data source: CSMAR) | Variables appear in the tables | |
|---|---|---|
| ROA | The sum of total profits and financial expenses divided by the average balance of total assets. | Tables 1–5 |
| ROE | Net profit divided by the average balance of shareholder’s equity. | Tables 1–5 |
| NPM | Net profits divided by the average balance of total assets. | Tables 1–5 |
| Trust variables (Source: Zhang and Ke (2002)) | ||
| TrustChair | The natural logarithm of the trust score as a measure of the trust of the board chair in the CEO of a company, with the trust score sourced from Appendix 1. For example, as shown in Appendix 1, people from Shanghai evaluate the trustworthiness level of people from Beijing as 7.4 (row 9, column 2). In our context, if a company has a chair from Shanghai and a CEO from Beijing, the TrustChair is 2 (ln(7.4) = 2). | Tables 1–5 |
| TrustCEO | The natural logarithm of the trust score as a measure of the trust of the CEO in the board chair of a company, with the trust score sourced from Appendix 1. For example, as shown in Appendix 1, people from Shanghai evaluate the trustworthiness level of people from Beijing as 7.4 (row 9, column 2); people from Beijing evaluate the trustworthiness level of people from Shanghai as 23.9 (row 2, column 10). If in our sample, a company has a CEO from Shanghai and a chair from Beijing, the value of TrustCEO is 2 (ln(7.4) = 2). | Table 1 |
| Control variables: firm characteristics (Source: Zhang and Ke (2002) and CSMAR) | ||
| TrustCompany | Natural logarithm of the trust score according to the headquarters location province of a company, calculated as per Zhang and Ke (2002). | Tables 1; Tables 2–5 in CONTROLS |
| FIN_lev | The ratio of total liabilities to total assets. | Tables 1; Tables 2–5 in CONTROLS |
| BM | The book value of equity divided by the market value of equity. | Tables 1; Tables 2–5 in CONTROLS |
| Size | The natural logarithm of current year market capitalization. | Tables 1; Tables 2–5 in CONTROLS |
| Firmage | The natural logarithm of firms’ existing years since the IPO year. | Tables 1; Tables 2–5 in CONTROLS |
| Growth_rate | The difference between total operating income in the current year and total operating income in the same period of the previous year divided by total operating income in the same period of previous year. | Tables 1; Tables 2–5 in CONTROLS |
| Volatility | The standard deviation of (logarithm) daily returns in the previous 250 trading days. | Tables 1; Tables 2–5 in CONTROLS |
| IPO: initial public offering. | ||
| Control variables: corporate governance and ownership structure (Source: CSMAR) | ||
| Duality | A dummy variable that equals 1 if the CEO also takes the position of the board chair in the same company, and 0 otherwise. | Tables 1; Tables 2–5 in CONTROLS |
| Boardsize | The total number of board members. | Tables 1; Tables 2–5 in CONTROLS |
| Other control variables (Source: Wind) | ||
| Stateown | Equal to 1 if the company is a state-owned, and 0 otherwise. | Tables 1; Tables 2–5 in CONTROLS |
| Largestsharet | Number of shares owned by the largest shareholder divided by total shares outstanding in the current year. | Tables 1; Tables 2–5 in CONTROLS |
| GDP_Growth | The natural logarithm of GDP per capita for each province at the firm-year level. | Tables 1; Tables 2–5 in CONTROLS |
| GDP: gross domestic product. | ||
| CEO and chair background (Source: CSMAR) | ||
| CEOoverseas | A dummy variable that is equal to 1 if the CEO has undertaken overseas study or working experience. | Table 4 |
| CEOage | The natural logarithm of a CEO’s age. | Table 4 |
| CEOtenure | The number of years that the CEO has been in his or her position as a CEO. | Table 4 |
| CEOpolitical | A dummy variable that is equal to 1 if the CEO has ever been a government official, including a member of the National Provincial People’s Congress, or the provincial People’s Congress, or the Municipal People’s Congress, or Chinese People’s Political Consultative Conference; and 0 otherwise. | Table 4 |
| CEOedu | CEOs’ educational background, where 1 = receive no more than senior school education, 2 = receive junior college education, 3 = with bachelor’s degree, 4 = with master’s degree, 5 = with PhD or higher degree. | Table 4 |
| CEOgender | A dummy variable that is equal to 1 if the CEO’s gender is male, equal to 0 if the CEO’s gender is female. | Table 4 |
| Chairage | The natural logarithm of a chair’s age. | Table 4 |
| Chairoverseas | A dummy variable that is equal to 1 if the chair has overseas study or working experience. | Table 4 |
| Chairtenure | The number of years that the chair has been in his or her position as a chair. | Table 4 |
| Chairpolitical | A dummy variable that is equal to 1 if the CEO has ever been a government official, including a member of the National Provincial People’s Congress, or the provincial People’s Congress, or the Municipal People’s Congress, or Chinese People’s Political Consultative Conference; and 0 otherwise. | Table 4 |
| Chairedu | Chairs’ educational background, where 1 = receive no more than senior school education, 2 = receive junior college education, 3 = with bachelor’s degree, 4 = with master’s degree, 5 = with PhD or higher degree. | Table 4 |
| Chairgender | A dummy variable that is equal to 0 if the chair’s gender is male, equal to 1 if the chair’s gender is female. | Table 4 |
| CEO turnovers (Source: CSMAR) | ||
| CEOturnover | An indicator of CEO turnover event, which takes the value of one if a firm changes its CEO in the current year. | Table 4 |
| Trustpre | Chair–CEO trust level before the CEO turnover. | Table 4 |
| Trustpost | Chair–CEO trust level after the CEO turnover. | Table 4 |
| Chair-CEO ties (Source: CSMAR) | ||
| Alumni | A dummy variable that takes the value of 1 if the CEO and the chair graduated from the same university, and 0 otherwise. | Table 4 |
| Missingalumni | A dummy variable that takes the value of 1 if the firm does not disclose the chair’s or the CEO’s educational background, and 0 otherwise. | Table 4 |
| Research & Investment, M&A variables (Source: CSMAR) | ||
| HIGHChair | A dummy variable that is equal to 1 if the value of TRUSTChair is in the top quantile. | Table 5 |
| LowChair | A dummy variable that is equal to 1 if the value of TRUSTChair is in the bottom quantile. | Table 5 |
| R&D | The net increase in the current year R&D expenditure scaled by total assets. | Table 5 |
| Cashholdingt | Cash or cash equivalent divided by total assets. | Table 5 |
| %Busydirector | The percentage of directors who participate in more than three companies divided by the total directors. | Table 5 |
| CAR1 | The cumulated abnormal return over the 1-day window [0, 1] around the MA announcement dates. | Table 5 |
| CAR3 | The cumulated abnormal return over the 3-day window [0, 3] around the MA announcement dates. | Table 5 |
| CAR5 | The cumulated abnormal return over the 5-day window [0, 5] around the MA announcement dates. | Table 5 |
Final transcript accepted 19 November 2020 by Philip Gray (AE Finance).
Funding
The author(s) received no financial support for the research, authorship, and/or publication of this article.
