This study theoretically examines what perspectives are insufficient in research on outside directors and how they should be supplemented.
Outside directors are considered a central mechanism of corporate governance. However, some existing studies on the impact of outside directors on performance have observed a positive effect, others did not find a significant effect, and others observed a negative effect.
Therefore, this study argues that agency theory, which is the standard argument of corporate governance that predicts a positive effect, or new institutional organization theory, the decoupling argument which believes that outside directors cannot have a significant effect since they are decoupled, are not sufficient to reveal the impact of outside directors.
Based on a review of the literature from the upper echelon's perspective, we argue that to reveal the impact of outside directors, not only to the outside directors themselves, but also to the CEO and top management team members warrant attention. When the aforementioned are monitored and evaluated by outside directors, they not only become disciplined and increase their effort input in a more desirable manner, but also change their perception of the environment and the way of information processing.
Therefore, future research should investigate how outside directors alter the cognitive and information processing of CEOs and top management team members and, as a result, what differences emerge in their strategic decision making. Specifically, we argue that the perspective adopted in our study, combined with the threat rigidity hypothesis, can lead to interesting hypotheses about exit and corporate reform decisions that are the opposite of what standard corporate governance theory predicts. Moreover, increased monitoring by outside directors can change the CEO's regulatory focus and affect corporate risk-taking activities, such as innovation and entrepreneurial activity.
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