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Board Diversity and Managerial

Control as Predictors of Betty S. Coffey


Corporate Social Performance Jia Wang

ABSTRACT. While it is widely assumed that greater have been examined in the literature (Coffey and
diversity in corporate governance will enhance a Fryxell, 1991; Fry, Keim and Meiners, 1982;
firm’s corporate social performance, this study McMillan, 1996; Pava and Krausz, 1996).
considers an alternative thesis which relates manage- Recently, companies have begun to link corpo-
rial control to corporate philanthropy. The study rate philanthropy directly to strategic objectives
empirically evaluates both board diversity and
(Smith, 1994) with the expectation that the
managerial control of the board as possible predic-
tors of corporate philanthropy. The demonstration of
well-being of the company and the community
a positive relationship between managerial control and is enhanced by corporate giving. As Smith
corporate philanthropy contributes to our under- described, “like citizens in the classical sense,
standing that corporate social performance results corporate citizens cultivate a broad view of their
from a complex set of economic and social motives. own self-interest while instinctively searching for
Possible future research and managerial implications ways to align self-interest with the larger good”
are discussed. (1994, p. 107). Consequently, corporate philan-
thropy has become a strategic issue about which
boards of directors of corporations in the United
Individual business leaders in the United States States are concerned.
have long donated to charitable causes, but not Boards of directors play a central role in the
until the federal government’s enactment of the governance and oversight of corporate America.
Revenue Act of 1935 did companies in the All publicly held companies are required by the
United States begin to make charitable contri- general corporate laws of the states in which they
butions. Following a court decision, Smith v. are incorporated to have boards of directors. The
Barlow, in 1953 which ensured the legitimacy of impact of boards of directors on corporate per-
corporate giving, American companies have formance has frequently been questioned, both
routinely contributed to charitable causes. Over conceptually (e.g., Drucker, 1973; Jensen and
the last few years, several economic and non- Meckling, 1976; Mace, 1972; Mintzberg, 1983;
economic motivations for corporate philanthropy Molz, 1995) and in an increasing number of
empirical studies (e.g., Daily and Dalton, 1994;
Kesner, 1988; Kosnik, 1987; Pfeffer, 1972; Singh
Betty S. Coffey is an assistant professor of management at and Harianto, 1989; Vance, 1955, 1964). The
the Walker College of Business, Appalachian State attention devoted to understanding board
University. She received her Ph.D. from the University governance and corporate performance has been
of Tennessee. Her research interests include corporate
justified in different ways. Some critics have
governance, corporate social responsibility, and strategy
implementation issues.
expressed concerns that complacent corporate
Jia Wang is an associate professor of management at the Sid boards have relinquished control to management
Craig School of Business, California State University, groups who further their own self-interests. A
Fresno. He received his Ph.D. from the University of related criticism is that corporate boards have
Tennessee. His current research interests include the study been remiss in their accountability to share-
of corporate governance and corporate social performance. holders and other societal stakeholders. In

Journal of Business Ethics 17: 1595–1603, 1998.


© 1998 Kluwer Academic Publishers. Printed in the Netherlands.
1596 Betty S. Coffey and Jia Wang

contrast, proponents have described a positive tional outcomes are consistent with societal
role for corporate boards of directors. For values and expectations – is distinct from social
example, active boards of directors routinely responsiveness and the effective management of
monitor management’s performance and ensure social issues. Whereas these latter dimensions map
that executive functions are carried out. In more clearly to strategic alignment processes,
particular, considerable research has argued that social responsibility is strongly related to the view
corporate boards proactively enhance the corpo- of CSP as a tradeoff of profits for socially good
rate social performance (CSP) of firms (e.g., acts. Thus, it is necessary to be more precise
Freeman, 1984; McGuire, Sundgren and in discussing CSP; in this instance, corporate
Schneeweis, 1988; Ullmann, 1985). philanthropy is a manifestation of this social
Given that past research has yielded contra- responsibility dimension (Wokutch and Spencer,
dictory findings on board composition and 1987).
improved corporate performance, there continues
to be considerable discussion of reforms aimed at
improving the expertise and assertiveness of The board diversity thesis
boards in formulating corporate policy on such
issues as corporate social performance. One of Board diversity is defined as variation among
the commonly proposed board reforms has been its members. This variation may derive from
aimed at increasing outsider representation multiple sources such as expertise and manage-
(Schellhardt, 1994). Presumably, outsiders would rial background, personalities, learning styles,
strengthen a board’s independence and thereby education, age and values. A board may be
eliminate “the operating biases of business viewed as more diverse when it is comprised of
executives from social strategic planning deci- owners, nonowning managers, and outside
sions” (Marx, 1985, p. 12). Despite the popu- members. Diversity is related to managerial
larity of this view, there has been little empirical control in that a board which is highly controlled
evidence to support it. In part, the empirical is likely to lack diversity. However, managerial
equivocality may be traced to the complexity of control is defined as management’s ability to
the CSP construct and oversimplifications about influence the outcome of board decisions. Thus,
corporate motives for socially-oriented actions. it is possible to conceive of a diverse board
This study describes key assumptions underlying subject to the control of management and vice-
the expectation that more outsiders will enhance versa.
corporate philanthropy. As some of these assump- The board diversity thesis purports that there
tions appear tenuous, an alternative thesis is is a positive relationship between outsider repre-
proposed which relates managerial control to sentation on a corporate board and corporate
corporate philanthropy. Which of these com- philanthropy. This belief is associated with four
peting theses is more strongly predictive promises related assumptions: 1) Charitable donations
greater insight into the validity of the assump- are altruistic; 2) Insiders are preoccupied with
tions about corporate philanthropy and an short-term economic outcomes; 3) Philanthropic
assessment whether this particular form of cor- giving is consistent with long-term economic
porate social performance is consistent with outcomes, and, 4) Board diversity will increase
popular calls for reform. decision-making effectiveness.

Corporate altruism. Tax and other implications


Competing perspectives of board
notwithstanding, corporate donations to founda-
composition and philanthropy
tions or other charitable donations tend to be
Corporate philanthropy viewed as economic diversions. Since no con-
tractual reciprocity is created, such resources are
Wartick and Cochran (1985) argued that social presumed to be diverted from corporate use. This
responsibility – the extent to which organiza- assumption is further promoted by its termi-
Board Diversity and Managerial Control as Predictors of CSP 1597

nology; actions which are called philanthropic, board of directors will be positively
charitable or, more simply, gifts are assumed to related to corporate philanthropy.
lack an economic payback.
Conversely, this thesis would argue that man-
Short-term economic utility. Insiders – both owners agerial control is negatively related to corporate
and top managers as their agents – are assumed philanthropy. For example, the previous assump-
to be more preoccupied with economic utilities tions make it clear that more instrumental
than are outside board members. Publicity about managers and manager-owners would prioritize
undeserved salary increases and about self-serving allocations for capital investment, dividends (as
phenomena such as greenmail and golden compensation and to retain control), and salary
parachutes give credence to this assumption. increments over donations with questionable
Thus, outsiders import a broader view of cor- returns. This suggests the following hypothesis:
porate performance which would be consistent
with philanthropy. H1(b): An increase in the managerial control
of the board of directors will be
Long-term corporate interests. While the former negatively related to corporate philan-
assumption excludes short-term returns from thropy.
charitable donations, the thesis generally adheres
to the argument of enlightened self-interest.
Thus, it is also assumed that at some indefinite The managerial control thesis
point in the future the corporation will be better
off for having been philanthropic. An alternative thesis about the relationship
between board composition and corporate phil-
Diversity and decision-making. Outsider represen-
anthropy could begin with the simple observa-
tatives are assumed to improve the effectiveness
tion that many charitable foundations (e.g.,
of corporate decisions in several ways. First,
Carnegie, Ford, and MacArthur) are made in
outsiders on the board are assumed to be suffi-
family names. This observation suggests a
ciently active so as to check the self-serving
managerial control thesis which would anticipate
excesses by top managers which could reduce the
a positive relationship between managerial
revenue pool from which donations may be
control and corporate philanthropy.
taken. Second, outsiders are generally assumed to
This thesis could be derived from an alterna-
enhance the stakeholder orientation of the firm
tive set of assumptions: 1) Charitable giving is
(Freeman, 1984), thereby linking board diversity
often instrumental; 2) Insiders are preoccupied
with more responsive policies. As a consequence,
with both short-term economic and non-
diverse boards are assumed to avoid problematic
economic utilities; 3) Philanthropic giving may
confrontations which may impede strategy
not be consistent with long-term corporate
implementation.
interests; and, 4) Board diversity does not nec-
Collectively, these assumptions create a thesis
essarily increase decision-making effectiveness.
that there are no calculable short-term returns
from corporate philanthropy, but that philan-
Instrumentality of giving. Charitable donations are
thropy, nevertheless, is in the best long-term
assumed to arise from instrumental motives and,
interest of the firm. Since board diversity not
while true it may exist, altruism is relegated to
only inhibits short-term thinking but also
a subordinate role. It is reasoned that individuals
broadens performance to include noneconomic
and corporations are presumed to engage in
benefits accruing from altruistic actions, it will
philanthropic acts in anticipation of many
surely lead to greater corporate philanthropy.
outcomes, only some of which are economic.
Thus, the following hypothesis is consistent with
The absence of a contractual obligation (i.e., a
the board diversity thesis:
promise for a promise) is not seen as an obstacle
H1(a): An increase in the diversity of the to returns. Thus, a corporate donation to the
1598 Betty S. Coffey and Jia Wang

new art museum, for example, may be made merely serve a symbolic purpose, be passive in
more in anticipation of cooperation from city decision-making, or be hand picked for agree-
authorities (e.g., granting a desired zoning ability.
variance), than from some pure sense of civic These assumptions lead to different expecta-
duty. tions about the relationship between board
composition and corporate philanthropy. In
Noneconomic utilities. The managerial control contrast to the diversity thesis, the managerial
thesis also recognizes a potential for personal control thesis would posit a positive relationship
benefits to the controlling manager or manager- between managerial control and corporate phil-
owner. Certainly economic benefits may be anthropy. It is reasoned that managerial control
realized, but other noneconomic benefits are also facilitates the implementation of instrumental
likely to be realized from charitable donations, intentions, especially those which are personally
such as membership into a social elite, immor- rewarding. Corporate philanthropy is particularly
tality (e.g., having a building dedicated in one’s susceptible to this type of behavior because
name), and deflecting criticism or abating guilt personal returns tend to be noneconomic. Thus,
(i.e., drawing attention away from some irre- it would be hypothesized that:
sponsible activity). Given this assumption, an
effective board may at times need to question H2(a): An increase in the managerial control
possible self-serving intentions. For example, of the board of directors will be
Gaventa (1980) documented instances where positively related to corporate philan-
Appalachian coal companies made large contri- thropy.
butions to the arts in Philadelphia while actively
denying social benefits to the local coal The same assumptions also undermine the
communities; an effective board might have relationship between board diversity and chari-
questioned these proclivities. table giving. Rather than pushing for such
contributions, outside members are recognized as
Inconsistency with long-term corporate interests. If being relatively more impotent and ambivalent
philanthropic actions may serve personal utilities, about philanthropy. In the event they should take
then they might not always serve corporate inter- a position it is possible it could be to challenge
ests. This is particularly likely if a more focused the sensibility of a particular donation. This
definition of corporate interest were adopted. pattern of offsetting outcomes leads to the
If clear contributions to some fairly specific long- following hypothesis:
term objective is what is meant by corporate
interests, then such inconsistency is easily con- H2(b): There is no significant relationship
ceived. For example, a large donation to a cancer between the diversity of the board and
fund based on one’s grief for a recently departed corporate philanthropy.
relative is difficult to clearly link back to corpo-
rate performance. Certainly, the difficulty in
establishing empirical relationships between Methodology
philanthropy and typical performance indicators
provides some basis for skepticism. Sample
Dubiousness of diversity. Because it is assumed that
some philanthropic acts may be more self-serving The sample used in this study was comprised of
than firm-serving, an effective board may actually 98 Fortune 500 companies. The companies
serve to screen and eliminate philanthropic selected represented a broad range of industries.
intentions. Of course, the decision-making Data regarding corporate philanthropic behavior
literature also shows that diversity is no guarantee was taken from the report compiled by the
of decision effectiveness (Davis, 1969; Janis, 1972; Council on Economic Priorities (CEP) and
Mintzberg, 1983). For example, outsiders may corresponding data about board composition and
Board Diversity and Managerial Control as Predictors of CSP 1599

managerial control was collected from proxy While the CEP is an advocate of incorporating
statements filed with the Securities and Exchange social criteria into corporate policy, these figures
Commission (SEC). Table I shows that the group were either self-reported by the firms or taken
of companies in the sample averaged approxi- from objective secondary sources. Where
mately 14 directors per board which is consistent possible, foundations were included and calcula-
with the findings of Kesner (1988) and others in tions were made based on world-wide earnings.
larger studies. Additionally, other characteristics In this sample, the average level of charitable
of the board are typical for large corporations; donations was about 1% of net income (see
the directors averaged 59 years in age and had Smith (1983) for a discussion of the different
served on the board for an average of 9 years. approaches to this type of calculation).
Table I also reports the descriptive statistics for
the construct measures which are discussed in the Board diversity. Two variables were used to
next section. operationalize the concept of board diversity –
the percentage of inside board members and the
percentage of women board members (the sum
Measures of women directors divided by the size of the
board). The classification of board members as
Corporate philanthropy. Charitable contributions insiders and outsiders was guided by previous
as reported by the CEP was used to opera- work (e.g., Pfeffer, 1972; Vance, 1959, 1964). An
tionalize corporate philanthropy and was inside director was defined as a current or retired
measured as a percentage of pretax earnings. employee of a firm or one of its subsidiaries. All
other directors were considered outsiders. In the
sample, approximately 41 percent of the board
members were identified as insiders, indicating
TABLE I that outside board members were more often in
Characteristics of firms in the sample (n = 98) the majority. Consistent with recent studies (e.g.,
Bilimoria and Piderit, 1994) which report
Variable Mean relatively few women serving on the corporate
boards of Fortune 500 industrial firms, the
Performance average level of representation of women
Sales ($000) 9,858 directors on the corporate boards in this sample
Return on Investment (ROI) 00,18.6 was about 10 percent.
Number of employees 7,128
Board composition Managerial control. The extent of managerial
Age of board members 00,58.8 stock ownership was also operationalized by two
Number of years served 00,09.2 variables. The first measured the percentage of
Size of the board 00,14.1 total stock owned by inside board members,
Corporate philanthropy measured as a percentage of total stock out-
Percentage of net income as standing. The amount of stock owned by a block
charitable contributions 000,1% of insiders would be positively related to their
Board diversity measures ability to influence and control board decisions.
Percentage of insiders on the board 00,41% In this sample, insiders owned an average of 5%
Percentage of women on the board 00,10% of the total stock. The second variable measured
the stock ownership within the board by using
Managerial control measures a ratio of stock owned by outside board members
Percentage of total stock owned
to stock owned by inside board members. The
by inside board members 000,5%
Ratio of stock owned by outside average for this variable was 3.7, indicating that
to inside board members 000,3.7 outsiders controlled almost 4 times the amount
of stock as inside board members.
1600 Betty S. Coffey and Jia Wang

Results given to nonsignificant relationships, it would


seem overly arbitrary in this instance to ignore
Multiple regression was used to test the com- the relationship. Furthermore, in stepwise regres-
peting hypotheses concerning the relationship of sion this variable was just significant at the 0.10
board composition and corporate philanthropy. level. It appears that the two measures of
The results from this analysis are summarized diversity used in this study may capture
in Table II. Of the four independent variables somewhat different facets of diversity. Given the
regressed on charitable contributions, two constrained set of measures, it is certainly possible
variables were significant at the 0.05 level and the that other types of diversity (e.g., age, values,
regression model explains 17.8% of the variation education) may have led to somewhat different
in the level of charitable giving in this sample. results.
First, the ratio of insiders to outsiders on the The second significant finding is that the
board, proposed as a measure of diversity in this percentage of stock owned by insiders, a measure
study, was positively related to charitable contri- of managerial control in this study, is positively
butions. As larger values of this measure indicate related to charitable giving. This finding gives
less diversity, this suggests that as the number of support to hypothesis 2(a) which anticipated a
insiders increases so will the philanthropic positive relationship based on managerial control
behavior of the firm. The estimate suggests that reasoning. This may suggest that since outside
a unitary increase in this ratio is associated with board members on average own more stock
a 0.23 percent increase in the percentage of net than inside members variation in this particular
income given to charity. This finding does not variable has little impact. Thus, the overall
support hypothesis 1(a) which anticipated that pattern of findings in this study is clearly more
outsiders would be more strongly associated with supportive of the managerial control thesis than
philanthropic behavior than insiders and is more the board diversity thesis.
consistent with 2(b) which anticipated no rela-
tionship.
Thus, this particular finding runs contrary to Discussion and conclusion
the board diversity thesis, being more consistent
with the managerial control argument. However, This study tested two competing theses about
this may be offset somewhat by the nearly the relationship between board composition and
significant positive relationship to women on the corporate philanthropy. The results found that
board. Although little attention is ordinarily the managerial control thesis better predicted the

TABLE II
Summary of regression results predicting charitable contributions

Independent Variable Beta Std. error p-value

Board diversity
Percentage of insiders to outsiders 00.236 0.115 0.045
Percentage of women 01.374 0.838 0.105
Managerial control
Percentage of total stock owned by inside board members 01.507 0.578 0.011
Ratio of stock owned by outside to inside board members –0.002 0.004 0.771
Model information
Intercept 00.646
R2 00.178
Model F 03.891 0.006
Board Diversity and Managerial Control as Predictors of CSP 1601

relationship among the variables. In retrospect, it Research yields mixed results and overall findings
seems that the ratio of inside board members to seem to suggest that inside directors, not outside
outside board members, which was used as a directors, are essential to firm performance (e.g.,
measure of diversity, may also speak to the man- Cochran, Wood and Jones, 1985; Kesner, Victor
agerial control construct. Thus, it appears that and Lamont, 1986; Singh and Harianto, 1989;
this study underscores the importance of man- Vance, 1955, 1964). These inconclusive results
agerial control in influencing corporate alloca- suggest the need for further investigation of board
tions to charitable donations more than it casts composition and philanthropic behavior.
doubts on the merits of having outsiders on the This study amplifies the importance of more
board. complicated questions including: What is cor-
The results of this study would appear to porate social performance? and, What is the
justify a reexamination of key assumptions about relationship between corporate morality (ethics),
corporate philanthropic behavior. The manage- acknowledging social responsibilities (obliga-
rial control thesis, which received support in this tions), and managing strategic constituencies for
study, suggests that a substantial component of corporate performance (stakeholder manage-
charitable giving can be ultimately traced to ment)? This study provides support for a multi-
instrumental motives. Taking this a step further, dimensional conceptualization of corporate social
it would also appear that some of this instru- performance. In future studies, researchers could
mentality may be personal, bearing little rela- proceed along several lines. Other operational-
tionship to corporate performance. This izations of managerial control and board diver-
argument is consistent with previous empirical sity should be examined. For example, diversity
findings. In a survey asking why companies give may be measured in other cognitively based ways,
money to charitable organizations, Galaskiewicz such as by measuring the value orientation of
(1985) reported that over 67 percent of the firms board members. Actual measures of how active
surveyed identified moral obligations as a major or passive the board is, and especially outsiders,
reason for making charitable contributions. This would be recommended. Also, future studies
is not to suggest that the donations do not lead should measure the intervening variables sug-
to social goals; however, it does suggest that gested by the theoretical questions which remain
corporate donations are not always gifts devoid unanswered. Researchers should utilize
of expectations of reciprocity. Secondly, chari- approaches which permit the application of more
table donations need not always be in the cor- advanced methodologies, such as covariance
poration’s best interests. Thirdly, managers may structure modeling. Additional research is needed
be major beneficiaries of philanthropy, although to examine the relationship of managerial control
these benefits may be largely noneconomic. and board diversity with other dimensions of
Another implication of this study is that one Wartick and Cochran’s CSP model (1985) or
of the most popular recommendations for Wood’s CSP model (1991). As extensions of
improving social performance of the firm, Carroll’s model of corporate social performance,
increasing the number of outsiders on the board, these CSP models “add significantly to our
may actually have little effect on philanthropic appreciation of what is involved as we strive to
behavior. This implication is particularly dis- think of CSP as a dynamic and multifaceted
couraging in an era of increasing social needs managerial concept” (Carroll, 1996, p. 51).
when government’s commitment to social Finally, corporate philanthropy is not as
programs in the United States is waning. The extensively developed in most countries as in
findings also raise similar concerns as previous the United States, but international companies
research (e.g., Johnson, 1990; Neff, 1989) which are beginning to expand their philanthropic
challenge the prevailing outsider dominance interests in response to the challenges of a rapidly
perspective. Corporate governance researchers changing corporate environment. If business
remain unconvinced that firms actually benefit firms expect that the well-being of both the
from an increased number of outsiders on boards. company and the community may be enhanced
1602 Betty S. Coffey and Jia Wang

by corporate philanthropy, then researchers of the Firm: Managerial Behavior, Agency Cost
should continue to examine the impact of boards and Ownership Structure’, Journal of Financial
of directors on corporate performance. Economics 3, 305–360.
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comments. ‘Board Composition and the Commission of Illegal
Acts: An Investigation of Fortune 500 Companies’,
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