SOCIETÀ ITALIANA DI DIRITTO ED ECONOMIA
María Gutiérrez Urtiaga (Universidad Carlos III de Madrid)
Maribel Saéz Lacave (Universidad Autónoma de Madrid)
Abstract
Since the beginning of the 21st century, the percentage of female directors on listed firms has increased substantially. However, the proportion of female directors chairing or sitting on key board committees remains well below the percentage of female board members overall. This underrepresentation is puzzling, given that female directors are already part of the pool from which board committees are selected. Two primary explanations for this phenomenon are tokenism and reduced commitment. In this paper, we aim to disentangle these two explanations by examining the specific characteristics of Spanish boards of directors. While new independent directors are nominated by the board or the nominations' committee, proprietary directors are directly appointed by the shareholder they represent. This dynamic suggests that proprietary directors are unlikely to exhibit reduced commitment, as they serve at the behest of the shareholders whose interests they protect. However, given that nominations for both board membership and leadership positions remain within the prerogative of the board or the nominations' committee, the tokenism hypothesis could still hold for female proprietary directors.
Our preliminary results reveal a significant gender gap in committee participation and leadership roles. Notably, this gap is much larger for independent directors than for proprietary directors, suggesting that Spanish firms are sourcing independent directors from a smaller pool of female talent, leading to lower levels of commitment from these women in their board roles.