企業のガバナンス構造が経営戦略の変更に与える影響 : 多角化戦略の分析

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  • THE EFFECTS OF CORPORATE GOVERNANCE STRUCTURE ON STRATEGIC CHANGE : AN ANALYSIS OF DIVERSIFICATION STRATEGY
  • キギョウ ノ ガバナンス コウゾウ ガ ケイエイ センリャク ノ ヘンコウ ニ アタエル エイキョウ : タカクカ センリャク ノ ブンセキ

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The purpose of this paper is to examine how corporate governance structure affects the decision makings of top management. Since the 1990s, Japanese firms have experienced greater changes in corporate governance. While cross-shareholdings decreased, presence of active investors such as foreign and institutional investors increased. Simultaneously, reforms of top management such as introducing the executive officer system and outside directors have progressed. How do these changes in corporate governance affect the decision makings of managers? We focused on the changes in diversification as a change in corporate strategy that reflects manager's decision making. Using the unbalanced panel data of Japanese firms listed on the first section of Tokyo Stock Exchange from 1990 to 2005, we tested the effects of corporate governance characteristics such as ownership structure and boards of directors on change in diversification. We found the followings. First, lower firm performance triggers strategic change. This tendency was obvious after the financial crisis in 1997, and for the firms which performance was below the industry average. Second, typical Japanese governance characteristics such as larger board of directors and cross shareholdings impeded strategic change that was responsive to firm performance. This result implies a dysfunction of traditional J-type corporate governance. A larger board would prevent quick decision makings and increase coordination cost. Also, stable shareholders based on cross-shareholdings weakened discipline. Third, when the firm performance was below the industry average, we could find the disciplinary mechanism of corporate governance. This is important because the function of corporate governance is under question especially when firm's performance is poor. We confirmed that the keys for this mechanism were the pressure from capital market and board reforms.

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