Toward a stakeholder model of corporate governance: evidence from U.S. media companies

Abstract

It has been widely recognized that corporate governance can play a key role in improving corporate performance. When implementing various governance mechanisms, however, corporations must address a fundamental question: should corporate governance focus on protecting the interests of only shareholders or should corporate governance expand its focus and consider the interests of other groups? While agency theory asserts that the exclusive focus of corporate governance is to ensure the interests of shareholders, stakeholder theory proposes that corporations should serve all groups or individuals who have a stake in the corporation. Like that of other industries, corporate governance of media industries has generally followed the agency model of maximizing shareholder wealth. But the weakness and failure of such a model in recent years suggest that it may be meaningful to approach the issue from an alternative, stakeholder perspective. Focusing on 75 publicly traded media companies continuously filed with the U.S. Securities Exchange Commission between 2004 and 2007, this dissertation examined the effects of ownership structure, board structure, compensation structure, and takeover control on corporate performance. It found that stakeholder-oriented governance mechanisms, including reduced institutional ownership, increased insider ownership, enlarged board representativeness, increased board interlocks, fixed compensation for CEO and directors, and certain takeover controls like dual class shares and poison pills, were positively associated with media firms' performance. This dissertation thus suggested that corporate governance of media companies go beyond the pure shareholder-maximization goal and consider the interests of such stakeholders as employees, audience, and local communities because the stakeholder approach was not only socially desirable but also economically efficient. This dissertation theoretically contributed: (1) to the media management literatures through offering a systematic examination on the governance mechanisms of media companies; (2) to the stakeholder perspective through opening up a new and empirical line of inquiry; and (3) to the corporate governance research through challenging its traditional shareholder-maximizing paradigm. Moreover, this dissertation had important implications for media practitioners and regulators since it proposed and verified a number of better governance mechanisms that can be put into practice.