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• Working Paper | HBS Working Paper Series | 2013

  Independent Directors' Dissent on Boards: Evidence from Listed Companies in China

  Juan Ma and Tarun Khanna

  In this paper, we examine the circumstances under which so-called "independent" directors voice their independent views on public boards in a sample of Chinese firms. First, we ask why independent directors dissent, i.e. how they justify such dissent to public investors. We find that when independent directors dissent, they tend to offer mild, subjective justifications. Overt criticism of the management team is rare. Next, we ask when an independent director is more likely to dissent and who is more likely to dissent. Controlling for firm and board characteristics, we find that independent directors' dissent is associated with breakdown of social ties between the independent director and the board chairperson, who is at the center of the board bureaucracy in China. Dissent is more likely to occur when the chairperson who appointed the independent director has left the board. Dissent also tends to occur at the end of board "games", defined as a 60-day window prior to departure of the board chairperson or departure of the independent director herself. The endgame effect is particularly strong, seeing 27% of the dissent issued at board "endgames" which represents only 4% of independent directors' average tenure. While directors with foreign experience are more likely to dissent, we do not find that academics, accountants and lawyers are significantly more active in dissenting. Lastly, we show that dissent is consequential to the director and the firm. For directors, we show that dissent is significantly associated with the likelihood of exiting the director labor market. For firms, we document an economically and statistically significant cumulative abnormal return of -0.97% around announcement of dissent. Although the literature has suggested that dissent might be reflective of diverse viewpoints, and perhaps beneficial in and of itself through reduction of firm variability, we do not find this offsetting beneficial effect to be strong.

  Keywords: corporate governance; independent directors; China; China; Asia;

  Citation:

  Ma, Juan, and Tarun Khanna. "Independent Directors' Dissent on Boards: Evidence from Listed Companies in China." Harvard Business School Working Paper, No. 13–089, April 2013. (Revised May 2013.)

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• Case | HBS Case Collection | 2013 (Revised from original 2013 version)

  Microsoft Server & Tools

  Marco Iansiti and Alain Serels

  In 2011, Microsoft's Server & Tools Business (STB) was large, fast growing and highly profitable on the strength of traditional packaged product lines led by the Windows Server operating system. Even as the current packaged business was performing exceptionally well, Microsoft's leadership understood that cloud based solutions would become more prevalent in the future. As the newly appointed President of STB, Satya Nadella had to find a balance between managing the current packaged business and building the cloud offering.

  Keywords: technology; information technology; Computing; Enterprise Computing; Servers; Cloud Computing; Microsoft; Technology Evolution; technological innovation; disruptive innovation; Technological Innovation; Disruptive Innovation; Information Technology; Information Technology Industry;

  Citation:

  Iansiti, Marco, and Alain Serels. "Microsoft Server & Tools." Harvard Business School Case 613-031, April 2013. (Revised from original January 2013 version.)

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• Case | HBS Case Collection | 2013

  Managing with Analytics at Procter & Gamble

  Thomas H. Davenport, Marco Iansiti and Alain Serels

  Senior management at P&G has put a strong emphasis on using data to make "better, smarter, real-time business decisions." The Global Business Services (GBS) organization has developed tools, systems and processes to provide managers throughout P&G with direct access to up-to-date data and advanced analytics. In addition, GBS has embedded analysts within the business units to work alongside leaders and managers in driving real-time information-based decision making. Equipped with the tools provided by GBS, Alan Torres, vice-president of North America Fabric Care, must finalize the forecast for P&G's laundry detergent sales. Results for the two months since introducing concentrated powder laundry detergent in select retailers saw a surprising jump in sales of over 10%, but would the trend continue as the concentrated detergents were introduced across North America?

  Keywords: analytics; Data Management; Forecasting; information technology; Shared Services; Procter ＆ Gamble; Laundry Detergent; Information Management; Forecasting and Prediction; Information Technology; Mathematical Methods; Consumer Products Industry; North America;

  Citation:

  Davenport, Thomas H., Marco Iansiti, and Alain Serels. "Managing with Analytics at Procter & Gamble." Harvard Business School Case 613-045, April 2013.

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