Perceptions of shareholders and directors on corporate governance: what we learn about director primacy

This paper compares shareholder and director perceptions since the financial crisis on what constitutes effective corporate governance. We find three issues on which they have differing perceptions of good corporate governance: multiple directorships, provision of non-audit services and CEO duality, and one issue on which shareholders express concern: directors' tenure. Our results highlight the need for regulations and recommendations to more subtly define good corporate governance practices in these areas. Our results also support the theory of director primacy, providing empirical evidence that this description of corporate power is accurate even for issues on which shareholders and directors differ.