Del "Board Centric Model" al "Investor Centric Model"un estudio de la relación entre el inversor institucional y las decisiones de gobierno corporativo del consejo de administración

Resum

Participation by institutional investors in the equity of the world's largest companies has increased dramatically in the last 30 years. The interests of institutional investors in the companies where they invest are manifested through pressures and different mechanisms with the aim of influencing the decisions taken by the boards of directors, known as “investor activism”. There is a growing theoretical trend that talks about a change in the operating model in corporate governance decision-making, moving from one that was based on decisions made entirely by the board - “board-centric model” - towards a model where investor empowerment and his activism take center stage - “investor-centric model”. In order to contribute to the understanding of the activism exercised by the institutional investor and its implications on the behavior of the boards of directors in making decisions that affect the corporate governance of the companies of which they form part, this thesis examines whether there is a correlation between the presence of institutional investment and the impulse and greater follow-up of the recommendations of good corporate governance practices, which implies an improvement in the quality of governance in the companies where they invest, as well as if the institutional investment is correlated with the behaviors and dynamics generated in the board of directors, in addition to shed light about if the institutional capital is related to changes in the composition, organization and structure of the board, known in the literature as board refreshment. The study is carried out on the data published by the CNMV referring to the Ibex 35 companies between the years 2013 to 2018, by means of 12 linear regressions that contrast the different underlying hypotheses of the literature review carried out, reaching the conclusion that despite the growing presence of institutional investors in the capital of listed companies, there are still no theories or conclusive data that explain in a decisive way the effects of a change in the balance of power of corporate decisions. The results obtained suggest doubts regarding the level of relationship between institutional investment and the corporate governance decisions of the board of directors, concluding that the capital in the hands of institutional investors is not related to compliance with good corporate governance practices, nor with the independence and rotation of the board, showing only the relationship between the institutional presence and the diversity of the board and the skills and knowledge provided by the presence of directors on multiple boards of directors.