The regulation of bank corporate governance, executive remuneration and senior managers accountability

Banking Law ◽  
2021 ◽  
pp. 226-247
Author(s):  
Andreas Kokkinis ◽  
Andrea Miglionico
Keyword(s):  
Corporate Governance ◽  
Senior Managers ◽  
Executive Remuneration

Corporate governance and business ethics: Evidence from a sample of Algerian corporations

2020 ◽  
Vol 4 (1) ◽  
pp. 15-29
Author(s):  
Nour El Houda Yahiaoui ◽  
Abdelmadjid Ezzine
Keyword(s):  
Corporate Governance ◽  
Business Ethics ◽  
Structural Model ◽  
Structural Equations ◽  
Path Modeling ◽  
Senior Managers ◽  
Corporate Scandals ◽  
Governance Systems ◽  
Sustainable Value ◽  
Governance Practices

Corporate governance systems are developed to govern corporations, build trust and create sustainable value for all stakeholders. Paradoxically, in spite of massive efforts in developing governance systems, corporate scandals are persisting. Different studies have strongly recommended business ethics as a solution to this paradox. Thus, this study explores if business ethics supports corporate governance practices in a sample of Algerian corporations. The study used a mixed methodology; qualitative: since this subject is poorly addressed in the Algerian context that requires an exploratory study. Quantitative by developing a structural model demonstrating the relationship between business ethics and corporate governance, Data for the study were collected by means of a questionnaire distributed on an anonymous basis to corporations’ senior managers in Sidi Bel Abbes district. Treatment of collected data is done using two types of analysis: the structural equations modeling approach by using the PLS Path approach (PLS Path Modeling) and linear regression. The study finds out that business ethics leads to better levels of corporate governance and supports its practices; and the reason is mainly due to an implicit involuntary commitment to laws as a minimum required level of compliance, and that the protection of stakeholders’ rights are the most important corporate governance’s dimension affected by business ethics.

The scantness of the effect of corporate governance mechanisms on executive directors’ remuneration in small listed companies: evidence from Malaysia

2018 ◽  
Vol 14 (4) ◽  
pp. 934-949
Author(s):  
Husna Siraji Nyambia ◽  
Hamdino Hamdan
Keyword(s):  
Corporate Governance ◽  
Small Firms ◽  
Independent Directors ◽  
Executive Directors ◽  
Content Type ◽  
Power And Control ◽  
Executive Remuneration ◽  
The Family ◽  
One Year ◽  
And Control

Purpose This study extensively aims to investigate the effects of different aspects of corporate governance (CG) mechanism, including board size, executive directors’ shareholdings, Chief Executive Officer (CEO) duality, a family member as the CEO and/or chairperson of the board, independent directors in remuneration committee and number of board meeting, on executive directors’ remuneration in small firms listed on Bursa Malaysia (BM). Design/methodology/approach The sample of this study consists of 173 bottom-listed companies from Bursa Malaysia in Year 2010. The Year 2010 was chosen because the disclosure of remuneration committee activities and directors’ pay structure is required under the revised Malaysia Code of Corporate Governance, 2007. Furthermore, the period selected is after the global economic crisis (2008), which may have an effect on the remuneration structure in small firms. The ordinary least squares regression was used to estimate the relationship between remuneration as dependent variable and other independent variables. Findings A finding from this study reveals that there is a significant positive relationship between executive ownership and executive remuneration, and between board size and executive remuneration. The results provide evidence that the family members manipulate power and control remuneration in small firms. This indicates that the independent directors are not truly independent to monitor and control the firm activities, including minimizing the excessive remuneration. Research limitations/implications This study examines how the corporate governance (CG) affects remuneration among 173 small firms in Malaysia based on market capitalization, for one year, 2010. Hence, the results may not be generalizable to other periods or types of the companies. This shows the possibility of the absence of some additional variables in the research model and hence a limitation to the findings of the study. Although the study is being parsimonious in the choice of relevant variables, prior literature serves the guide in the selection of the used variables. This therefore gives room for future research using the potential omitted variables. Furthermore, the study focuses on total remuneration, such as fees, salaries, bonuses and benefits in kind, which makes aggregate directors’ remuneration. However, this study did not consider the remuneration related to stock options. Finally, this study only uses secondary data; hence, it could be interesting to use other instruments to collect data like a questionnaire to add more weight to the research. This study only uses one-year data; therefore, impact of changes between years cannot be analysed. Originality/value Results of the study provide evidence that the family members manipulate power and control remuneration in small firms. They reduce the effectiveness of non-executive directors because most of them are appointed by a family member and not socially responsible to their stakeholders.

scholarly journals Health Care Governance: Introduction

2008 ◽  
Vol 32 (1) ◽  
pp. 7 ◽  
Author(s):  
Alison Choy Flannigan ◽  
Prue Power
Keyword(s):  
Public Health ◽  
Health Care ◽  
Corporate Governance ◽  
Health Sector ◽  
Health And Safety ◽  
Senior Managers ◽  
Chief Executives ◽  
Australian Health ◽  
Financial Governance ◽  
Health Care Governance

IN RECOGNITION OF the importance and the complexity of governance within the Australian health care sector, the Australian Healthcare and Hospitals Association has established a regular governance section in Australian Health Review. The aim of this new section is to provide relevant and up-to-date information on governance to assist those working at senior leadership and management levels in the industry. We plan to include perspectives on governance of interest to government Ministers and senior executives, chief executives, members of boards and advisory bodies, senior managers and senior clinicians. This section is produced with the assistance of Ebsworth & Ebsworth lawyers, who are pleased to team with the Australian Healthcare and Hospitals Association in this important area. We expect that further articles in this section will cover topics such as: � Principles of good corporate governance � Corporate governance structures in the public health sector in Australia � Legal responsibilities of public health managers � Governance and occupational health and safety � Financial governance and probity. We would be pleased to hear your suggestions for future governance topics.

6. Company Management and Governance

2020 ◽  
pp. 100-120
Author(s):  
Imogen Moore
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Corporate Governance Code ◽  
Executive Remuneration ◽  
Questions And Answers ◽  
The Uk ◽  
And Control ◽  
The Relationship

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

The Oxford Handbook of Corporate Law and Governance

2015 ◽  
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Economic Benefits ◽  
Corporate Law ◽  
Employment Relations ◽  
Capitalist System ◽  
Current Trends ◽  
Executive Remuneration ◽  
The Board Of Directors ◽  
Benefits And Costs

This handbook offers a comparative and functional overview of corporate law and governance. It examines the shift from corporate law to corporate governance — from a largely legal emphasis to one that focuses on the corporation’s inputs, outputs and how they are managed and, ultimately, the ways in which governance interacts with other institutional elements that comprise a capitalist system. It also discusses the conventional goals and mechanisms of corporate governance, along with their limitations when applied to banks; the roles and functions of the board of directors, how boards fail, and the reforms that have been tried to improve their performance; how mergers and acquisitions are regulated; and the functions of corporate accounting and financial reporting worldwide. Other chapters deal with the ‘corporate law’ issues involved in the regulation of takeovers; the relationship between corporate governance and employment relations; fundamental issues of corporate insolvency law; legal and policy issues relating to transactions between a corporation and one of its ‘related parties’; current trends in the regulation and practice of executive remuneration; corporate governance in closely held corporations; and economic benefits and costs of external and internal asset partitioning in corporations.

scholarly journals The 'pay ratio' provision of the Dodd-Frank Act 2010 and presentation of the Paulo–Le Roux Index

2016 ◽  
Vol 15 ◽  
Author(s):  
Stanley Paulo ◽  
Pierre Le roux
Keyword(s):  
Corporate Governance ◽  
Research Methodology ◽  
Weighted Average ◽  
Value Added ◽  
Financial Statements ◽  
Capital Requirements ◽  
Executive Management ◽  
Executive Remuneration ◽  
Corporate Executive ◽  
Shed Light

Orientation: This article addresses the issues of executive remuneration and whether it was excessive or not.Research purpose: On 05 August 2015, the US Securities and Exchange Commission (SEC) adopted a rule to operationalise Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act 2010 (Dodd-Frank or the Dodd-Frank Act 2010), the ‘pay ratio provision’, as part of a process to ensure sound corporate governance and shed light on assertions that corporate executive remuneration was excessive and detrimental to the economic wellbeing of the USA. This pay ratio rule will be operative starting from 2017 and requires public firms to publish the ratio of chief executive officer (CEO) remuneration to the median remuneration of all its employees. Hence, it is a measure of income distribution. It does not reveal the relationship between executive compensation and the value added to the firm by executives. In anticipation of this rule becoming mandatory and as part of a quest to quantify the value of executives to the firm, Paulo and Le Roux (2014) developed an approach to measure the value executives add to the firm, drawing from audited financial statements and thereby demonstrating that the value added by executive management could be measured according to the requirements of sound research methodology and rigorous epistemology.Motivation for the study: Statutory enactment of the pay ratio provision provided the impetus to create an index, the Paulo–Le Roux Index, that shows how much executives are paid in relation to how much value they add to the firm.Research design, approach and method: Paulo and Le Roux (2014) developed an approach to measure the value executives add to the firm, drawing from audited financial statements and thereby demonstrating that the value added by executive management could be measured according to the requirements of sound research methodology and rigorous epistemology. Statutory enactment of the pay ratio provision provided the impetus to create an index, the Paulo–Le Roux Index, that shows how much executives are paid in relation to how much value they add to the firm. The value added to the firm is a composite of the value drivers, sales, growth, capital requirements (CR), operating profitability (OP), and the discount rate in the form of a weighted average cost of capital (WACC).Main findings: Discussions that hitherto have been normative regarding executive remuneration, and unrelated to the value created by executives, can now be based on rigorous valuations that draw from audited financial statements.Practical/managerial implications: Numerous advantages accrue from the use of this index for all stakeholders, managers, organised labour, investors, as well as for asset allocation and corporate restructuring, the risk incurred in adding value, and the strategies applied. This index can be used for any enterprise, division, functional area, or project, and for any financial period for which audited financial statements are available.Contribution: Using the index ensures sound corporate governance and shed light on assertions that corporate executive remuneration was excessive and detrimental to the economic wellbeing.

scholarly journals Corporate governance mechanisms for publicly-traded companies

2008 ◽  
Vol 5 (4) ◽  
pp. 309-314 ◽  
Author(s):  
Sean M. Hennessey
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Best Interests ◽  
Minimal Cost ◽  
Publicly Traded ◽  
Senior Managers ◽  
Compensation Plans ◽  
Publicly Traded Companies ◽  
Corporate Governance Mechanisms ◽  
The Board Of Directors

The resolution of conflicts between shareholders and managers, at minimal cost, is the goal of corporate governance. This paper discusses four mechanisms, two internal, two external, that attempt to ensure managers act in the best interests of shareholders: 1) the board of directors, 2) management compensation plans, 3) the market, and 4) takeovers. Theoretically, these four forms of corporate governance should ensure management maximizes shareholder value. But, agency costs are real for shareholders. In practice each the mechanisms may be severely limited in their ability to protect shareholders. The best protection is an independent, credible board of directors. Without good boards, shareholders are left to the mercy of the agents. In such cases, it is very difficult, and expensive, to discipline the senior managers of a publicly-traded company

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