% \ .'-"A 'x '- c- / Ut: HD28 .M414 ^ ALFRED P. WORKING PAPER SLOAN SCHOOL OF MANAGEMENT IMPERMANENT POWER, CONTESTED POWER: THE CIRCULATION OF CHIEF EXECUTIVE OFFICERS U.S. IN INDUSTRIAL CORPORATIONS, 1960-1990 Working Paper No. 3544-93 MASSACHUSETTS INSTITUTE OF TECHNOLOGY 50 MEMORIAL DRIVE CAMBRIDGE, MASSACHUSETTS 02139 IMPERMANENT POWER, CONTESTED POWER: THE CIRCULATION OF CHIEF EXECUTIVE OFFICERS U.S. IN INDUSTRIAL CORPORATIONS, 1960-1990 Working Paper No. 3544-93 William Ocasio Assistant Professor of Strategy and Organization Studies MIT Sloan School of Managennent E52-562, 50 Memorial Drive Cannbridge, Massachusetts Tel.: (617) 253-8412 E-Mail: 02139 wocasio@sloan.mit.edu March 1993 This paper is based on my doctoral dissertation research at Stanford University. An earlier, abridged version will appear in the Academy of Management Best Papers would like to thank Jeff Pfeffer, Bill Barnett, Jim March, Joel Proceedings 1993. I Podolny, Mauro Guillen, Paul Osterman and Marc Ventresca for invaluable advice, suggestions, and encouragement. |j Ki.i, - - im 3 1 1833 : IMPERMANENT POWER, CONTESTED POWER: THE CIRCULATION OF CHIEF EXECUTIVE OFFICERS IN U.S. INDUSTRIAL CORPORATIONS, 1960-1990 Abstract This paper develops a theoretical circulation of power, and compares it to the model of model of political dynamics, the institutionalization in an event history analysis of CEO succession. The model of circulation extends earlier theories of circulation of elites by Pareto, Mosca, and Michels. to a liability CEOs are subject of experience, as increased tenure and prior board experience increases their obsolescence and the contestation by rivals. The study of 225 succession events provides greater support for the model of circulation than for institutionalization. Contrary to conventional views, more inside board members increases CEO succession. under economic adversity, INTRODUCTION The concept of the business firm as a political coalition (March, 1962; Cyert and March, 1963) underlies a long stream of research that challenges unitary actor models and looks to the of power role in shaping firm behavior. According to political models of organization, firm behavior responds to the interests and beliefs of the dominant coalition. Chief executive officers (CEOs) of U.S. their influence The ability industrial corporations exert a central role in the dominant coalition, exercising through both formal authority and their informal basis of power (Pfeffer, 1992). of CEOs to exert and maintain dominant coalition and to their power determines their ability to control the shape the direction of the corporation. Most research on power has implicitly or explicitly studied process. For example, in structural contingency models power is alignment of the capabilities of individuals and subunits with the it as a static, or equilibrium obtained by the equilibrium critical contingencies and resource dependencies in the environment (Hickson, Hinnings, Lee, Schneck, and Pennings, 1971; Pfeffer and Salancik, 1978). But if the concept of power is to have independent explanatory power (March, 1966), an equilibrium model will not suffice. If the composition of the dominant coalition is in constant alignment or equilibrium with the firm' s environment, power becomes an epiphenomenon, a mere reflection of structural contingencies dependencies. If the power and interests of the and resource CEO and the dominant coalition are to have independent explanatory force, the composition of the political coalition must become decoupled, over time, from the firm's environmental contingencies. Consequently, an understanding of the role of power and politics in shaping behavior requires that organizational theory and research focus not just on equilibrium processes, but on the underlying political dynamics that determine the determination dominant coalition. and maintenance of power of the Contingency theories of power view the firm's political coalition with its CEO succession as a critical CEO and the mechanism for aligning resource dependencies and critical contingencies (Pfeffer and Salancik. 1978; Tushman and Romanelli, 1985). Failures of economic performance serve as triggering devices for executive turnover, and for opportunities for realigning the firm with critical its contingencies. But most studies of executive succession have found that the effects of performance on succession are small (Weisbach, 1988; Fredrickson, Hambrick and Baumrin, 1988), nonexistent (Fizel, Louie, and Mentzer, 1990), or in actually preceded some by abnormally good performance (Morck, cases, that Schleifer, CEO turnover is and Vishny, 1989). The loose coupling of executive succession from the firm's economic performance suggests a role for CEO power in shaping firm behavior. Political dynamics offer an explanation for economic performance often fails to trigger executive succession. To explore why poor this hypothesis, this paper studies political dynamics in an event-history analysis of CEO succession in U.S. industrial corporations from 1960-1990. studying how demands, and The The analysis of CEO succession provides an opportunity for political processes help to insulate executives how these political processes limited research institutionalization or power on political from economic and environmental change over the CEO's tenure. dynamics has followed, (Pfeffer, 1981; Boeker, 1989). for the According most to this part, a model of model, the power of executives becomes entrenched over time. This paper presents and develops an alternative model, that of circulation of power, where the power of executives decays over time, as becomes subject to obsolescence it and contestation. The model of circulation of power builds upon early political theories of circulating elites developed by Mosca, Pareto, and Michels. But unlike most elite theories, the present formulation uses the concept of circulation to describe the continuing pattern of change and replacement of individual executives, rather than of elite groups. The empirical study compares and models of political dynamics contrasts a set of alternative hypotheses from the in the context of individual CEO succession. two The findings of the study provide greater support for the model of the circulation of power. THEORY AND HYPOTHESES This paper compares and institutionalization tests two models of power in U.S. corporations: the model of of power, and the model of circulation. These two models provide alternative conceptualizations of intraorganizational politics and of the ability of CEOs to develop and maintain stable and cohesive political coalitions that support their power base. The first model has been more prevalent in contemporary organizational theory (Salancik and Pfeffer, 1977; Pfeffer, 1981) and posits the ability of CEO's to build upon their power to entrench themselves and perpetuate the their power. The second model highlights the contestation and impermanence of CEO's power, and the increasing obsolescence of and opposition to his executive tenure in the corporation. This paper gives particular attention to the political dynamics of the CEO's power within the board of directors (Boeker, 1992). 1) Model of institutionalization interrelated processes that may of power. Pfeffer (1981) presents three underlying, lead to the institutionalization and perpetuation of power. First, an escalation of commitment to a course of action (Staw, 1976) may lead decision makers (e.g., boards of directors) to beliefs that sustain activities that have been selected selection). Second, beliefs and practices associated with those in power (e.g., executive may become institutionalized (Selzniclc. 1957)', with the incumbent's actions acquiring the nature of Rowan, 1977; Zucker, 1977) "taken-for-grantedness. (Meyer and incumbents into question. Third, may and establish networks of influence mechanisms at the disposal of the developing close, stable ties in " with his" power not called use their power to expend resources, ways CEO to that consolidate institutionalize with existing board make appointments, and perpetuate and perpetuate members and with their their power. The power include corporate officers, influencing the selection of directors under his control, and exerting influence over subordinate officers that are also likely to increase members of the board. These mechanisms suggest that the CEO's power is over the period of his incumbency, and that appointments of board members serve to strengthen the CEO's influence over corporate decisions, and to insulate him from the pressures of economic performance. The model of institutionalization that lead to greater incumbent of the CEO CEO, is used to develop a set of hypotheses on the conditions entrenchment of the CEO's power. The institutionalization of power of the in the corporate board of directors is directly related to (a) the length of tenure (b) prior tenure in the board of directors, (c) the proportion of directors appointed during his incumbency, and inversely related to (d) the proportion of outside directors. The power of the ' CEO will become most evident under conditions of economic In this paper, the concept of institutionalization which focuses on the role individual organizations. of executive leadership As such it differs is adversity, as more closest to that of Selznick (1957), in attaining institutionalization from the new institutionalism within in organizational sociology (Powell and DiMaggio, 1991), which highlights institutionalization processes occurring at the level of the organizational environment, and the organizational " There are few female sample. For convenience, to CEOs. I CEOs in U.S. industrial will use the masculine companies and none pronoun throughout this field. in this study's paper in all random references powerful CEOs will be able to use their sources of power power and position to maintain their within the corporation. The focus on the institutionalization of the CEO's power within the board of directors is consistent with managerial control theories of organization (Berle and Means, 1967), and with approaches that view corporate boards of directors as "pawns" of management (Lorsch, 1989). secondary objective of this paper whether, how, and when CEOs is to use the exert their two models of political dynamics power over to explore the board of directors, and inhibit the capacity of directors to realign the corporation with environmental contingencies. institutionalization assumes that CEOs A are able to extend their power over The model of the boards through board appointments, by their control over insider directors, and by their prior network of contacts with board members before becoming CEOs. 2) Model of circulation of power. The model of circulation of power alternative view of political dynamics in organizations, among members of top management, and challenges the view that CEOs power and political obstacles to the continuation enemies and likely to erode rivals. As the obsolescence of a of their power and to an increase the organization faces changes in rivals its It directly It argues instead power is in the to technical number of environment, executive capabilities and enemies will emerge, and the likelihood great that those in position of power will eventually lose their circulation of CEO's power. and dissipate over time. Powerfijl executives are subject and programs will be called into question, The an political contests are able to entrench and perpetuate their power. that is which highlights the offers power (Pfeffer, 1992). created by the interplay of two underlying mechanisms: obsolescence and contestation. Chief executives develop strategies for matching problems, is solutions, and choice opportunities over the formal control, new strategies organization's alignment with stable and inert in organizational its with decreasing and solutions gain ascendancy which environment. But early choices fit When decision-making. between the CEO's strategies a new CEO takes alter the made by CEOs tend to become and programs and environmental contingencies. In a study of Canadian corporations. Miller (1991) found that the fit between environmental demands and organizational structures and tenure of the CEO. CEOs become strategies declined over the "stale in the saddle" over time, tied to their past policies programs, and unable to adapt adequately to environmental contingencies. CEOs competency tied to skills and March, 1988) as traps (Levitt their cognitive patterns of behavior that led to success in the past, but current environmental conditions. their technical obsolescence, as The become politically obsolete, with from suffer and are obstacles to understanding resulting pattern of inertia in executive decisions leads to incumbent solutions to organizational problems. which schemas are and CEOs are increasingly unable to provide satisfactory As CEOs become an increasing technically obsolete, they may inability to control political conflict also and to maintain stable and cohesive political coalitions. Schemas and practices that were effective in the past for gaining control over the political coalition may cease to be appropriate as the composition and interests of the coalition changes. Technical and political opposition to his tenure both within and outside the corporation and According to the model of circulation, accompanied by a second as directly controlled the obsolescence of the force, the contestation corporations are rivals for the its CEO's power and obsolescence leads to board of directors. CEO's tenure is of his power. Executive officers of the position. Rather than seeing other top executives by the CEO, the model of circulation argues that other executive members of the dominant coalition have power and position. interests The degree of contestation his power, both within the corporation CEOs to power and independent from the the and emergence of new latent but are not eliminated. is in its CEO, and a function of the are potential rivals to his number of potential board of directors. With the ascendancy of political coalitions, political struggles The power of the rivals to CEO and his coalition is may become always subject to contestation, with periods of political stability being only temporary interruptions of an underlying pulling and tugging of contestants for power, position, and privilege. With a more prolonged tenure for the latent conflicts and CEO, and as his technical and political obsolescence increases, the political contests may come maintain a working political coalition to the foreground may become threatened. particularly fertile condition for triggering political contests. firm deteriorates, latent conflicts his sources of power becomes may become and the CEO to As the economic performance of a CEO to maintain threatened. the shifting political coalitions and the incessant political struggles prevalent in organizations. This model builds upon theories of circulating elites developed by Mosca, Pareto, and Michels. ruled by political elites, or dominant coalitions, these "...elites do not is of the Economic adversity provides a manifest, and the ability of the The model of circulation of power emphasizes of man ability early political While organizations are last. Hence — the history the history of the continuous replacement of certain elites: as one ascends, another declines (Pareto, 1968, p. 36)." Michels (1962) extends Pareto's analysis by recognizing that ruling oligarchies are characterized general fraternity is is by struggle among the leaders themselves: conspicuously lacking; we do "...a spirit of not see sincere and cordial mutual trust; there a continual latent struggle, a spirit of irritation determined by the reciprocal mistrust of the leaders (p. 1 76)." Instead of a simple replacement of one elite group by another, Michels argues for the process elite of amalgamation of power, with old elements intermixing with the new, and new members intermixing with existing ones. This conceptualization of elites and their circulation stresses intraelite conflict as a driving force for change (Putnam, 1976). It contrasts with the model of institutionalization of power, which stresses solidarity and cohesiveness among group members, rather than with political change characterized by by the amalgamation of existing The model of circulation is used elite to derive a set stability of power of the incumbent (a) the length of tenure of the CEO, CEO elites, ones. of conditions under which greater contested and unstable and decays over time, as is replacement of existing members with new impermanence and contestation of the executive's power CEO full is to new in the corporate be expected. The power of the coalitions emerge. board of directors is The strength and inversely related to (b) prior tenure in the board of directors, (c) the number of directors. The model of circulation of power provides model of institutionalization regarding CEO. Given that political a set of explanations that compete with the the effects of tenure and the political influence of the dynamics may insulate the CEO from the effects of economic adversity, the effects of political processes will interact with economic adversity of CEO succession. The two models of political dynamics are used to develop a hypotheses that compare and contrast the effects of tenure and the Given the emphasis on dynamic, disequilibrium process, their effects on the rate all CEO's to affect the rate set of political influence. hypotheses are presented in terms of of CEO succession. The interaction effects of economic adversity and political variables will be highlighted, as the effects of CEO's power become more salient under conditions of adversity. Hypothesis la: The length of tenure of the incumbent CEO will decrease the rate of CEO succession. Hypothesis lb: The length of tenure of the incumbent CEO will increase the rate of CEO succession. The effects of duration, or length of tenure of the CEO, provides the contrasting predictions under the two models. The first set of institutionalization of power implies that length of tenure will result in a decreased rate of CEO succession. Increased tenure leads to an escalation of commitment to the having been expended prediction is in maintaining and perpetuating the CEO's programs and increase over the duration of the come a taken-for-grantedness of his power, and CEO's power. The associated with a model of circulation of power, which obsolescence of a to CEO, to the forefront CEO's the CEO to is likely to to become openly contested. will interact with the length of prior board tenure of the rate of executive succession. Hypothesis 2b: Economic adversity the incumbent characterized by the impermanence of his power. Obsolescence and for the CEO's power CEO to decrease opposite tenure, with increased opportunities for latent opposition Hypothesis 2a: Economic adversity the incumbent is more resources will interact with the length of prior board tenure of increase the rate of executive succession. Prior board tenure measures the experience the CEO has had with the board before assuming the top executive position. Does prior experience increase the CEO's power? Or does prior board experience prove a liability, increasing the enemies of the CEO? This issue remains unexplored CEO in past studies power of CEO succession. Again we find a case wliere the two models of yield opposite predictions. According to the CEO board experience increases the opportunities for the to increase group cohesiveness, and According to the model of circulation, greater power, and to expose him prior board tenure are more to expend resources, likely to be prior board experience serves to increase the CEO, to provide opportunities to to a greater degree of contestation. committed to past strategies may suffer from a liability develop enemies and CEOs with longer and programs of the corporation, and less likely to undertake significant organizational change. board tenures to build alliances, power can be maintained. to increase the probability that his technical and political obsolescence of the rivals for his model of institutionalization, prior CEOs of experience, as increased exposure with longer to the board increased their obsolescence and the probability of contestation. Hypothesis during the 3: Economic adversity CEO's incumbency CEO's may Chandratat, 1991 ). will interact with the proportion of directors appointed to decrease the rate of CEO succession. exert social influence through board appointments One mechanism CEO's utilize to (Wade, O'Reilly, and maintain and preserve their power is through the appointments of executives and board members more favorable to his position. While board members are nominated by the board typically most itself and elected by shareholders, influential in their selection (Lorsch, 1989). The power of the institutionalized as the proportion of board appointments he has no countervailing hypothesis Hypothesis 4: is made CEOs CEO becomes are more increases. In this instance provided by the circulation of power model. Economic adversity will interact with the proportion of outside directors to increase the rate of CEO succession. 10 Both agency theory (Fama and Jensen. 1983; Weisbach, 1988) and the of power model argue that outsiders are able The supposition his power. to the CEO is power and would who have that both inside hypothesis other than the null hypothesis the rate of CEO is Economic adversity contestability of the 4. It does not necessarily imply the alternative CEOs than outside directors, so no competing presented. will interact with the number of directors to increase CEO's power. The control highlights the limits, impermanence, and stability and cohesiveness of the governing coalition CEO can be best contested when there are a larger number of directors on the board. A larger board is the The model of circulation of succession. The model of contested power and under the CEO, and more his power. No likely to be able to generate alternative political coalitions that take control over the corporation. CEO exerting social A can challenge larger board also limits the possibility of the influence to maintain a cohesive, stable coalition in the board to maintain competing hypothesis on board institutionalization size is presented for the model of of power. METHOD Sample. A random sample of 120 U.S. Industrial Directory for 1980 company limit and outside directors serve as constraints on the CEO's hypothesis, that inside directors are less loyal to 5: CEO and the of the management team are more loyal greater independence. therefore reject Hypothesis Hypothesis more independence from that inside directors as part than outside directors, power would argue to exert institutionalization was industrial corporations listed in the selected for the analysis. year, covering the years 1960-1990. The unit of observation Given lack of financial data 11 Moody's for six is the of the companies had data Many in the original sample, the for the complete period. others merged, sample was reduced Many were founded became bankrupt, went to 1 14 companies. Not total companies and/ or became publicly held after 1960. private, or otherwise ceased to companies during the decade of the 1980s. The all be publicly held sample used included 2,391 company-years of data. The methodology ownership as competing implicitly treats bankruptcy, acquisition, risks to executive succession. This and change to private means, of course, that the effects being measured relate exclusively to normal forms of succession within the current ownership and organization of the firm. Succession due competing risk which is The sample was to acquisition or private ownership is treated as a excluded from the current analysis. selected in 1980 to permit firms founded since 1960. including high-techology companies, to become part of the sample. This creates some sample selection bias as firms that died selection bias between 1960 and 1980 were excluded would have been eliminated if ft-om the sample. While sample sampling had been undertaken in 1960, this have excluded newer firms fi'om the sample, and the resulting sample would have been representative of existing firms. Sampling in 1980 would reduce sample selection bias, at the was undertaken same time that the as a would less compromise solution that sample would be more closely representative of industrial firms in 1990. Independent variables and succession events. were coded from Standard and Poor on changes in the names of the 's CEO Turnover. CEO succession events Directory of Corporations, Officers, and Director relevant officers. A total of 225 succession events 's based was observed during the 2,391 company-years of data in the sample. Performance. Data on return on assets 12 (ROA), adjusted for industry averages, used as a performance measure given were obtained from its widespread use 1990). Tenure. This variable measures the CEO's used to measure the duration of the CEO tenure is recorded for all incumbents in prior number of years tenure. COMPUSTAT. succession studies (Zajac. the incumbent serves as To address the in 1960. or for the first incumbent joined the board of directors was recorded to obtain a measure of the becoming CEO. This variable measures the variable is measured in logarithmic form. number of board members, both CEO, and is problem of left-censoring, prior each company. lOKs. and proxy statements. Prior Board Tenure. The year first Return on assets was sample for in the when the CEO's board CEO first tenure before Number of Directors. This insider directors and outside directors. Proportion of Outside Directors. This variable measures the number of outside board members divided by the total number of directors. CEO Appointees. of all directors appointed during the CEO's incumbency. first Control variables. Age. The age of the have a positive effect on the number of employees rate CEO of CEO succession. as reported in This variable measures the proportion during the current year. Size. COMPUSTAT. No Measured account increased pressures on if the CEO is the founding CEOs CEO, and otherwise, is on the rate of CEO succession. 13 expected to is 960, and is hypothesized. is intended to expected, taking into A dummy variable coded as included in the analysis. This variable expected to capture the differential power of a founding effect 1 A positive trend during the 1980's. Founder. is as the logarithm of the specific effect of size Time Trend. This variable measures the calendar years elapsed since capture historical trends in the rate of CEO succession. Age CEO, and is 1, is expected to have a negative Data sources. Data on performance and other data were obtained from Standard and Poor 's Directors, and supplemented by proxy statements. Industry and Finance. were obtained from size 1 COMPUSTAT. Directory of Corporations. Officers, and OKs, and annual reports, and All variables, except financial and analysis, estimated succession by any given year or for last two methods test the maximum be preferred is to 1 set The use of event A at the fiscal year. CEO section analysis either are subject to specification bias, due to sample censoring, newness is for which can be CEOs. Implicit in almost the assumption of study of the effects of political dynamics on succession must explicitly account for the likelihood that adaptations to economic forces extended period of disequilibrium adjustment in may will not be instantaneous, follow. The utilization for dealing with dynamic processes that has and that an of duration-dependent event history analysis provides an established methodology Hannan, 1984) in of years, or alternatively, sampling only for the year of turnover. These past empirical models on the determinants of CEO succession equilibrium. Who history analysis for more common method of using cross particularly critical given the hypothesized vulnerability of all 's hypotheses by specifying continuous-time, event history likelihood methods. to the Who employment data were recorded beginning of the year. Financial and employment data used were lagged one Modeling Procedure. All (Tuma and been almost unexplored in the CEO succession literature. The models are estimated using Rate (Tuma, 1980). Several alternative specifications of duration-dependence were tested, including the exponential, Gompertz, and the Weibull models. Although the models are not nested, the chi-squares of the estimated Weibull models were significantly larger than the exponential or Gompertz, indicating a better statistical fit. Consequently, the Weibull model was used. 14 0.090 Descriptive Statistics and Correlation Matrix Table 1 presents the sample means, standard deviations, and the maximum and minimum values for the variables and interaction terms used in the analysis. The unit of observation company values. A is the year. Table 2 presents the Pearson correlation coefficients, with the corresponding p- succession variable that takes the value of otherwise is 1 if a succession event occurs, and included for comparison. Note that the correlation between adjusted return on assets measure is -0.06, with a p- value of .003. between market return and succession p-value of .966. Consequently, all is Note CEO succession and the that the correlation -0.0009, clearly not statistically significant, with a reported hazard rate models will use return on assets as a measure of economic adversity. An examination of the correlation matrix reveals a high degree of multicollinearity between the measures of economic performance and the multiplicative interactions of performance with other independent variables. The correlations between return on assets and its interactions with proportion of outside directors, proportion of directors appointed under the CEO's tenure, number of directors, and the CEO's tenure exceed all .92. Individual correlations between the interaction terms are also typically very high. The resulting multicollinearity has the effect of increasing the standard errors of the coefficients and statistical test power of the of hypotheses. Multicollinearity however does not bias the estimate. increase the failure to reject the null hypotheses in those cases the null hypothesis. level restricting the Given the existence of multicollinearity when may the true effect differs from in the data, a statistical significance of .10 will be chosen for hypothesis testing and model specification. 16 It Table 2 Pearson Correlation Coefficients Variables Table 2 (Continued) Pearson Correlation Coefficients Variables RESULTS Table 3 presents the results of the hazard model specifications are presented. Model on 1 rate model of CEO succession. Six presents the baseline model, which includes return assets (adjusted for industry average), all the control variables, Models 2-5 successively add both the main effects and the effects all is included, so interaction effects with when all Model 1 The is the corresponding main effect. economic performance. multicoUinearity model, which Given the large number of is likely to limit the power of variables are included in the full model. shows a negative economic adversity leading level. full variables that have achieved a .10 level of significance in previous models. If an interaction effect the test of tenure. and interaction effects of variables hypothesized to interact with economic performance. Model 6 presents the includes alternative variable age is to coefficient for return CEO succession. on assets, consistent This effect is statistically with a net effect of significant at the .01 positive and statistically significant at the .01 level, consistent with the expectation that the rate of CEO succession increases with age. The variable time trend positive and statistically significant at the .05 level. This implies that the rate of CEO is succession has shown an increasing trend over the period 1960-1990. The size of the age and time trend effects and their statistical significance are stable across all the alternative specifications hazard rate model. The size of the firm has no The level in coefficient for the effect of tenure Model 1, as increases the rate of it is statistically significant effects in the is model. positive and statistically significant at the .01 in all subsequent models. Hypothesis lb, that the length CEO of the succession receives clear support, while Hypothesis la 19 of tenure is rejected. Table 3 Maximum Model Likelihood Estimates of the Hazard Rate of CEO Succession The results show a positive duration effect of age and for time trend. This provides the first CEO tenure, even after controlling for CEO evidence against the institutionalization of power model, and in favor of that of circulation of power. Rather than increasing their power and their ability to maintain their jobs over time, the positive duration effect shows that as the tenure increases, the CEO's ability to both increased obsolescence of the increases over time, as he is maintain his position decreases. This CEO and contestation of his power. is consistent with Opposition to the unable to satisfy the demands of the organization and constituents, leading to an increase in the rate of A positive effect for CEO tenure on CEO CEO's CEO diverse its CEO succession. succession was also found by Puffer and Weintrob (1991). Their sample covered only succession events when the CEO's age was less than 64, but no additional control for age was put in place. Puffer and Weintrob treated tenure as a control variable and attributed the positive tenure effect getting closer to retirement age. The effects in the current study hold age and calendar time, consistent with a view that the contestable. on succession Given the finding of stability in CEO's CEO's power to the effect even is of CEOs after controlling for impermanent and reactions to environmental change (Miller, 1991), increased tenure indicates increased obsolescence and decreased ability to face the environmental contingencies facing the corporation. This obsolescence decreases the power and decreases his opportunities for holding Hypothesis 2b effect is performance has larger effects when is to his position. supported in Model 2 at the .01 levels of significance. The interaction of prior board tenure and performance board tenure on CEO's to increase the rate CEOs is negative, showing that poor economic have longer board tenures. The main effect of prior of succession, but 21 this effect is not statistically significant. The main effect of return on assets is now positive, interaction effect of founder and return immune to on assets but is not statistically significant. The negative, is showing that founders are poor performance effects than those with no prior board experience, but more this effect is also not statistically significant. The effects of prior board experience on the graphically in Figure 1. The rate of CEO succession are shown four curves correspond to four levels of board experience: none. 5 years. 10 years, and 20 years. The curves measure the combined Model on 2: return assets, prior effects of three variables in board experience and the interaction of these two variables. These effects are measured independently of other variables. The horizontal axis measures the multiplier of the hazard rate of experience is upward CEO succession. Note that the curve for no prior board sloping, corresponding to decreased succession under poor performance. The remaining curves show a downward slope, with the effects of on succession the longer the CEO's greater impact prior board experience. Prior board experience, rather than increasing the immune from the effects of poor performance greater susceptibility to the effect of from a liability to the (i.e.. CEO's power and making him more Hypothesis 2a), CEO is economic adversity (Hypothesis of experience, where greater prior board tenure of enemies, and more economic adversity having a is more 2b). likely to lead to a CEOs may suffer likely to lead to a larger number succession under conditions of adversity. This result leads credence obsolescence explanation that underlies the model of circulation of power. Prior board tenure serves as a measure of the obsolescence of the tenure are more they were members of the likely to continue the policies board, and may CEO. CEOs with more extensive board and programs of the corporation instituted while be less receptive to organizational change. According 99 Figure to z z CE 3 O o I "1 g O in iri I 1. 2 23 in O d to Model more 2. the CEO negative effects of prior board tenure and obsolescence on likely to be felt prior board tenure succession are under conditions of poor economic performance. The interaction effects of and return on assets remains negative in Model 6, with a significance level of .10. The directions of the coefficients in results are not statistically significant. directors appointed under the CEO's Model 3 are consistent The estimated coefficients with Hypothesis show assets, shows that the effect but the that the proportion of poor performance is for dampened. The its interaction with return size of the coefficient approximately 2/3 the size of the main effect of economic performance. This means that CEOs CEO have appointed all of tenure decreases the rate of CEO succession, as predicted by the institutionalization of power model. The positive coefficient on 3, is when the directors under their tenure, the negative effects of performance on succession are reduced by 2/3. Boeker (1992) tested a similar hypothesis on the and performance (measured in interaction between board appointments terms of decrease in sales) in a study of CEO dismissals in semiconductor companies and also found no statistically significant effects. however, that a significant effect existed with respect appointed. Boeker argued that board loyalty may to the proportion be especially intense Boeker did find, of inside directors when board members appointed are insiders. Wade, O'Reilly and Chandratat (1990) in their study of golden parachutes, found that the proportion of outside board tenure was members appointed under the positively related to the incidence of golden parachutes, arguing that this the social influence of CEO's over outside board appointments. One was due to potential reason for the lack of statistical significance of the measure of proportion of director's appointed, 24 CEO's may be that CEOs may have more al.). To influence over insiders (as in Boeker's results), or on outsiders (as in test for these alternative appointed under the as main effects The CEO's hypotheses, measures of proportion of inside board tenure, and as interaction results compared with the Wade et. members and of proportion of outsiders appointed were recorded both effects with return on assets. of these alternative hypotheses are presented as Model 3a, 3b original results of Model 3. The variables all show that the in main Table 4, and of effects both inside board appointments and of outside board appointments are to reduce the rate of succession, and the interaction effects are positive, so that the greater the board loyalty the limited will be the effect of adversity the original on increasing the of succession. But, rate more like in the case measure of total proportion of board members appointed, neither the main nor the and interaction effects are statistically significant. Because Boeker's study only covers dismissals his sample applies that of to only one industry, the while board appointments succession, there the coefficients. help limit the may be The may results are not strictly in general increase loyalty of inside board succession. Another factor that possibility is board loyalty and decrease the rate of may members appointed by similar effects may the CEO may, participated in the original selection of the participated in the CEO. CEO's members not appointed If the process selection is for example, not hold for other forms of CEO decrease the significance of this effect escalation of commitment (Staw, 1976) of board who One sufficient exceptions to this process to create large standard errors in number of dismissals, but board members comparable. to may be due by the CEO, who of escalation of commitment by simultaneously at work with that of board loyalty, the two forces could cancel each other. In any case, the evidence that the 25 to the CEO can Table 4 Maximum Likelihood Estimates of the Hazard Rate of CEO Succession: Effects of Proportion of Inside vs. Outside Directors Model Appointed help peq^etuate and institutionalize his power in the board through board appointments cannot be demonstrated in the current study. Regarding Hypothesis statistically significant in Again I tlnd directors little 4, not Model only are the results on the proportion of outside directors not 4, but they are in the opposite direction support for the model of institutionalization of the do not reduce the power of the CEO, nor are they from those predicted. CEO's power. Outside better able to respond to the interests of shareholders as predicted by agency model of the firm. Hypothesis level. As 5 receives support in number of directors the Model 5, with the null hypothesis rejected increases, the effects of economic adversity at the .05 become more pronounced, as posited by the model of circulation of power. The main effect of board size positive, so that larger boards lead to greater succession, but this effect significant. CEOs likely to hold size is is not statistically with larger boards are faced with greater contestation, with the effect more under conditions of poor economic performance The interaction effect of board and economic performance retains the same sign in Model 6, but the null hypothesis can no longer be rejected. Figure 2 shows graphically how the affect the rate of succession. 10, 15, The size of the board interacts with economic performance to five curves shown correspond and 20 board members, respectively. The curve so that basically flat, adversity on adversity become CEOs their rates to five selected that corresponds to a facing very small boards are immune from board sizes: 3, 5, board size of 3 the effects of economic of succession. But as board size increase, the effects of economic quite noticeable. 27 is Figure 2 in . o -in o Table 5 Maximum Model Likelihood Estimates of the Hazard Rate of CEO Succession: Effects of Number of Inside vs. Outside Directors In examining the effects CEO of board size on effect of an additional inside board member is succession, we assuming are implicitly that the equivalent to the effect of an additional outsider. Table 5 estimates hazard rate of CEO succession separating the effects of number of inside board members (Model 5a), the number of outside board members (Model 5b) and their interactions with the economic performance measure; Model 5c includes the effects of number of insider and number of outsider simultaneously. These includes the total size of the board and The main .10 level in effect of Model return on assets interaction with 5b. These is interaction with number of inside main 5a, while the statistically significant in its Model 5b. effect The directors is which positive and statistically significant at the is negative and not interaction effect of number of inside directors directors is results indicate that the contestation likely to take place 5, economic performance. of number of outside directors negative and statistically significant number of outside Model are contrasted with the original at the .05 level in Model 5a, and while the Model negative but not statistically significant in of power of board members by other executive officers who function as rivals is stronger and CEO and of the more serve to limit his power. This result contradicts the long-standing assumption that inside board members serve as pawns of the likely to limit the CEO (Herman, CEO's power and 1981; Weisbach, 1988). Inside board to contest it, particularly under conditions of adversity, rather than to uphold it. Model 6 presents effects of board size, prior board tenure the combined with economic performance, as well as the main effects of the statistically significant improvement in members CEO's 30 CEO 1, more economic their interactions tenure. explanatory power over Model consistent with the view that the effects of economic adversity on and are Model 6 provides a at the .10 level, succession are mediated by political processes. at the .01 le\el, remain of tenure on succession are positive and effects number of directors results in statistically significant supporting the model of circulation. The interaction effects of prior board tenure statistically significant at the .10 level, also effects of The The Model 6 retains the same direction, but is no longer statistically significant. are broadly consistent with the circulation of power existence of obsolescence and contestation. statistical results in supporting the model of circulation. The Model 6 Due to the existence are not particularly strong. model and with the of multicollinearity, the But the consistency of results in direction supporting the model of circulation and opposite to those predicted by the model of institutionalization of power lend credence to the interpretation impermanent and contestable, and circulation of Note that political CEO's power is dynamics are best characterized by the CEOs. that both the size and direction of the main effect for return on assets varies significantly across the various negative in Models 1 and statistically significant in 3, models estimated. The relationship in fact effects are statistically significant negative, but not significant in Models 2, 5, and 6. model 4, and and positive, but not This indicates that while for the average corporation the net effect of poor performance the political that is a failure-induced change in the masks a heterogeneous response dynamics within the corporation and to its economic adversity CEO, that is mediated by board of directors. The political dynamics within the corporation, as modeled by the circulation of power, serve to decouple the position from the effects of economic adversity. 31 this CEO's CONCLUSIONS This paper provides a theoretical and empirical contribution to the study of political dynamics, an area that has received limited attention succession. I in the past, and of CEO to the study develop a model of circulation of power, which invokes and builds upon earlier political theories of circulation of elites by Mosca. Pareto, and Michels, and apply of political dynamics in U. circulation of S. industrial corporations. CEOs: obsolescence and are subject to a liability I posit two mechanisms contestation. According to the of experience, as greater to it to the study account for CEOs model of circulation, familiarity with past practices and politics, increases both technical and political obsolescence, and increases the potential for contestation of the CEO's power. The model of circulation of power is contrasted and tested against the model of institutionalization, which had been previously formulated, but had been infrequently tested. By focusing on political dynamics in an event-history analysis of CEO succession, this study permits us to explicate directors how the power becomes decoupled from over the is CEO's tenure. economic adversity While results are consistent with the for the average corporation, poor that is this results in fact shaped by the None of the hypotheses be The shaped by the dynamics of the CEO's power, and an increased rate of CEO succession, to CEO over the corporation and statistically significant, its board of the pressures of economic performance and, implicitly, the firm's environmental contingencies. succession of the political view that from CEO that these political forces change economic performance leads masks a heterogeneous response to to dynamics of the corporation. derived from the institutionalization of power model were found and the opposite predicdon, the latter in those cases where the model of circulation of power offered model was supported. The 32 results of the models clearly contradict the view that CEOs are, in general, able to institutionalize their A corporation, and that boards of directors are simply their pawns. ability of CEOs to increase their power in the possible exception power through board appointments, but this result the is was not statistically significant. The results are impermanent. The more political consistent with a view that the power of the dynamics within the corporation and by the model of circulation of power. Strong support was found power, with a positive duration effect on the decays over time. Obsolescence may is rate its board is is contested and best characterized for obsolescence in the associated with a political liability of experience, as The effects CEOs, but during coalitions to challenge the coalition headed by the incumbent number of inside board members, who CEO's power and positions, CEO CEOs their prior of contestation increase with the number of potential opponents within the board. Larger boards increase the possibilities for forging new the effects of the CEO's of CEO succession, as the power of the increase their enemies with increased experience, not only as tenure in the board of directors. CEO position, as sources of information and as sources of social comparison political CEO. Of particular importance is serve as potential contestants to the and validation of the CEO's programs and in the board's evaluation of the CEO's effectiveness. The effects of the number of inside board members on the interaction effects with inside board members economic adversity serve as directors helps to limit the board may call into that increasing the proportion CEO over the board. A be required for board members to of succession, and its question long-standing assumptions that pawns of the CEO, and power of the rate large number of insiders have adequate information 33 of outside to evaluate the in the CEO's explanations for the adequacy of the firm's performance. The small, net effects of performance on CEO succession suggest that the effects of adversity are not automatic, but are dependent on the perception task. Inside by the board on whether the CEO's policies and board members serve several functions that may capabilities are adequate for the increase CEO succession under adversity: they are readily-available candidates for the position, they possess intensive information on the company's operation, and opposition to the The in when economic CEO may become manifest as contestants results of this study serve not only adversity is faced, their rivalry and for his position. to highlight the significance of political dynamics executive succession, but to challenge conventional assumptions and beliefs regarding the nature of those dynamics. Recent highly-publicized instances of CEO turnover in General Motors and IBM have been interpreted by the business press as indications of the need for an increased role for outside directors in corporate governance, particularly under conditions of economic adversity. As "decide" to remove the removal of a CEO by a crisis is faced by the corporation, outside directors meet in private and CEO. But such observations ignore contrary evidence, such as the an insider-dominated board in unexplored role of inside directors in (Vancil, 1987 ) and the supplying information, serving as sources of comparison, and or contesting the CEO's position. The results question the basis for assuming that outside board CEO's power, and Dow Chemical of this study, while not definite, lead us members are an effective control over the lead us to look instead toward alternative explanations based on the obsolescence and the contestation of his power. 34 to CEO's REFERENCES Berle, Adolf, Jr., 1967 The and Gardiner C. Means Modem Corporation and Private Property. New York: Harcourt, Brace, and World. Boeker, Warren 1 989 "The development and institutionalization of subunit power in organizations." 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