استقلال هیئت مدیره و عملکرد شرکت: اثر تعدیل کننده زمینه های سازمانی Board independence and firm performance: The moderating effect of institutional context

1. Introduction The separation between ownership and control brings with it a potential divergence of interests between shareholders and managers, the latter potentially adopting opportunistic behaviours to benefit their wealth, power and status. In this regard, corporate governance can be viewed as a control mechanism safeguarding the interests of shareholders (García-Sánchez, Rodríguez-Domínguez, & Frías-Aceituno, 2015; Kang, Cheng, & Gray, 2007). Among corporate governance tools, the board of directors is considered the central axis, key in generating and preserving investor confidence, providing better access to financing, reducing agency costs and thus improving the efficiency of the organizational structure (Berle & Means, 1932; Fama & Jensen, 1983; García-Sánchez & Martínez-Ferrero, 2017; Jensen & Meckling, 1976; Shleifer & Vishny, 1997). In recent years, financial and accounting fraud, alongside bankruptcies in large companies, has led to a higher level of research on the ideal composition of the board as a mechanism for monitoring and supervising management, and its impact on business performance (Leung, Richardson, & Jaggi, 2014; Liu, Miletkov, Wei, & Yang, 2015; Terjesen, Couto, & Francisco, 2016; Zelenyuk & Zheka, 2006). In this respect, a great many empirical studies have associated boards of directors with business results. The latter have been measured by accounting ratios or by market variables such as Tobin’s Q (Bhagat & Black, 2002; Campbell & Mínguez-Vera, 2008; Pletzer, Nikolova, Kedzior, & Voelpel, 2015; Rose, 2007). However, an interest in using technical efficiency as a measure of performance has recently been generated, based, on the one hand, on the fact that the transformation process is the core of business activity (Liu et al., 2015; Sheu & Yang, 2005; Terjesen et al., 2016) and, on the other hand, on the fact that this measure has a series of attributes and advantages (discussed later) that make it much more appropriate than traditional measures. Examining board composition as a factor of firm performance, it appears that independence of this internal control mechanism, in the form of non-executive directors, guarantees the success of its functioning. However, there is no consensus regarding the relationship between independent directors and performance. Some studies have argued that the non-effectiveness of board independence, the complexity of the firm and limited information reduce firm performance (Agrawal & Knoeber, 1996; Bhagat & Black, 2002; Cavaco, Crifo, Rebérioux, & Roudaut, 2017; Cho & Kim, 2007; De Andres, Azofra, & Lopez, 2005; Haniffa & Hudaib, 2006; Terjesen et al., 2016). Nonetheless, several studies (Aggarwal, Erel, Stulz, & Williamson, 2010; Baysinger & Butler, 1985; Dahya, Dimitrov, & McConnell, 2008; Leung et al., 2014; Luan & Tang, 2007; Zhu, Ye, Tucker, & Kam, 2016) have demonstrated a positive relationship between board independence and efficiency as a measure of performance (Bozec & Dia, 2007; Hsu & Petchsakulwong, 2010; Liu et al., 2015; Tanna, Pasiouras, & Nnadi, 2011).