Board Meetings Dynamics and Information Diffusion

We exploit a unique regulatory requirement of the Italian Stock Exchange that mandates the publication of board meeting minutes when the board votes on "price sensitive" matters to gather detailed data about directors participation, discussions, voting and the dissemination of their decisions to the market. In a large, multi-year sample of almost 900 board meetings minutes, we document previously unavailable patterns of board meetings participation and discussion, and highlight the moderating role of key governance mechanisms. Looking at the economic value of board meetings we document significant delays in the diffusion of information in the market that may be indicative of information leakage. Our results are consistent with a supervisory approach model of boards where consensus is high and dissent is costly. However they cast doubt on the efficacy of boards as a counterbalancing mechanism to the power of executives