Leszek Bohdanowicz

Ownership Structure and Female Directors on Two-Tier Boards: Evidence from Polish Listed Companies

Research question/issue: This study examines how ownership structure affects the presence of female directors on supervisory and management boards and the related advantages of gender diversity in the boardroom. It was conducted in a post-communist country and the argument is that the process of privatization affected corporate ownership structures and also, indirectly, board structures. Research findings/insights: The study uses data on 403 Polish companies listed on the Warsaw Stock Exchange. A total of 1,862 observations were made for the period between 2005 and 2010. Having analyzed the panel data, several phenomena were identified: the negative influence of ownership concentration on the number of women on supervisory and management boards, the positive influence of foreign investors ownership on the number of women on supervisory boards, the positive influence of the management board members’ share in the ownership of the company on the number of women on supervisory boards, the positive influence of state ownership on the number of women on supervisory and management boards, the positive influence of institutional investors on the number of women on supervisory and management boards. At the same time, the number of women on supervisory and management boards was low. This indicates that investors appoint women as token directors and companies do not utilize the advantages of board gender diversity. Theoretical/academic implications: This work also confirmed the influence of historical path dependence on the number of women on boards. Therefore, it is difficult to apply the results of studies conducted around the globe to the situation of an individual country. Thus, further research is needed concerning the influence of historical, cultural and institutional factors on the efficiency of various corporate governance mechanisms. Practitioner/policy implications: The study presented in this paper may contribute to the intensification of the discussion on the small number of women on company boards in post-communist Central and Eastern European countries. It is very important for policy makers, whose task is to undertake actions leading to the utilization of gender diversity advantages. The study also shows that despite the numerous benefits connected with the greater role of women on company boards, investors in Polish companies still do not make full use the available intellectual and social capital.

The Impact of Ownership Structure on Supervisory Board Size and Diversity: Evidence from the Polish Two-Tier Board Model☆

Abstract Most studiesof boards of directorsare conductedusingthe Anglo-Saxon corporate governance system,and additionally using theone-tier board model. Little still is knownabout the structureof these bodiesin countries whereownershipis concentrated and additionally the board model is a two-tier one. This article tries tofill this gap, and its purpose is to describethe impact of the differenttypes ofownershiponthe size anddiversityof supervisory boards inthe Polishtwo-tier boardmodel. In this study, panel data analysis is applied in order to examine whether there are differences in supervisory board size and gender diversity on supervisory boards with foreign, managerial, state and financial investor ownership. Amongst others, the results reveal that state ownership positively influencessupervisory board diversity and managerial ownership is positively associated with supervisory board diversity. Moreover, financial investor ownership positively affects supervisory board size. The paperalso explainshowthese relationshipsinfluence onthe supervisory boards ofPolish listed companies.

DIRECTIONS OF CHANGE IN THE POLISH TWO-TIER BOARD MODEL

Purpose: This paper is devoted to the eff ectiveness of corporate boards. Its aim is to present the board models found in European companies and to propose changes that would lead to better performance of Polish corporate boards. Approach: The article presents an analysis of European corporate board models, as well as their advantages and disadvantages. Based on this analysis, the author pointed out possible directions of change in the Polish two-tier board model. Implications: The author suggests that the introduction of an optional model, whereby the shareholders can choose between the one-tier board model (board of directors) and the two-tier board model (supervisory board and management board), would enable better use of the social and intellectual capital present in the corporate boards of Polish companies.