scholarly journals What Are Companies For?

2022 ◽  
pp. 51-68
Author(s):  
Pablo Cardona ◽  
Carlos Rey
Keyword(s):  
Board Of Directors ◽  
Fundamental Question ◽  
Three Dimensions ◽  
The Board Of Directors ◽  
Definition Of ◽  
Clear Idea ◽  
The Relationship ◽  
A Company ◽  
Specific Definition

AbstractManagement by missions (MBM) starts by asking a fundamental question: What is your company for? It seems reasonable to assume that an organization and its members should have a clear idea of why they exist. In practice, however, that is not always the case. Very often, there is great confusion and conflict of opinion on this point, even within the board of directors or executive committee. In this chapter, we explore this fundamental question first by discussing the role of profit in business (as a mean or an end). Then we propose a specific definition of purpose as the synthesis of the ends of a company. We then introduce the three dimensions of an effective purpose: Authenticity, Coherence and Integrity. Finally, we discuss the relationship between personal and corporate purpose.

Implementing Reforms

2017 ◽  
Author(s):  
Nils Brunsson
Keyword(s):  
Board Of Directors ◽  
Government Service ◽  
Radical Reform ◽  
Administrative Reforms ◽  
The Board Of Directors ◽  
The Relationship ◽  
A Company

This chapter continues to analyze the relationship between decision and action using a case study on Swedish Rail (Statens Järnvägar, SJ). In February 1987, the board of directors of SJ met to consider a plan drawn up by an international consultancy company to implement a radical reform, the ‘New SJ’. The basic idea was to make the company more businesslike. SJ was to be run as a company and not as a government service, and its corporate aim was to be a profitable business. The chapter addresses the question of why reforms may be difficult to implement. It suggests that there are certain fundamental and common characteristics of administrative reforms which make them difficult to implement by nature.

scholarly journals The Urge to Merge: The Role of Governance Structures in Mergers and Acquisitions

1970 ◽  
Vol 13 (2) ◽  
pp. 151-166
Author(s):  
Catherine Daily ◽  
Dan Dalton
Keyword(s):  
Decision Making ◽  
Mergers And Acquisitions ◽  
Board Of Directors ◽  
Board Composition ◽  
Outside Directors ◽  
Target Firm ◽  
Target Firms ◽  
The Board Of Directors ◽  
The Relationship

The 1990s have witnessed merger and acquisition activity which rivals that of the 1980s "merger mania." As firms continue to consolidate either within industries or across industries it is appropriate to investigate those aspects of a target firm which might attract a bidder. The board of directors, a central decision-making body in the corporation, may provide insights into this process. This study investigates the relationship between board composition and size and the incidence of a firm being targeted for a merger or acquisition. Results of a logistic regression analysis of a matched set of target firms and firms not targeted for merger or acquisition reveal that target firms have higher proportions of independent outside directors and more total numbers of directors. Moreover, we find that target firms have greater exposure to institutional investors.

Board of directors' characteristics and corporate risk disclosure: the moderating role of family ownership

2020 ◽  
Vol 15 (2) ◽  
pp. 219-252
Author(s):  
Malek Hamed Alshirah ◽  
Azhar Abdul Rahman ◽  
Ifa Rizad Mustapa
Keyword(s):  
Board Of Directors ◽  
Family Ownership ◽  
Risk Disclosure ◽  
Content Type ◽  
The Board Of Directors ◽  
Corporate Risk ◽  
The Relationship ◽  
Moderating Role ◽  
Level Of Risk

PurposeThis study aims at examining the level of risk of disclosure practices and the effect of four board of directors' characteristics (board size, board meetings, CEO duality and board expertise) on these practices in the Jordanian context. This study also adds to the body of literature by examining the moderating effect of family ownership on the relationship between the board of directors' characteristics and the corporate risk disclosure.Design/methodology/approachThe sample of this study contains the non-financial Jordanian firms listed on Amman Stock Exchange (ASE). 376 annual reports of the sampled firms over four years from 2014 to 2017 were used. The content analysis approach was used to collect data and to determine the level of risk disclosure by computing the number of risk-related sentences in the annual reporting. To test the study's hypothesis, the random effect model was employed.FindingsThe empirical results show that the total of the risk disclosure sentences for each firm ranges from a minimum value of 2 sentences to a maximum value of 61 sentences, and the mean of CRD is 28 sentences. The results also indicate that the board expertise is positively related with the level of risk disclosure. Conversely, CEO duality has a negative impact on the risk disclosure practices. However, the results failed to support that the board size and the board meetings have a significant effect on the level of risk disclosure. Furthermore, the study demonstrated that the family ownership moderates the relationship between the board of directors and the corporate risk disclosure.Practical implicationsThe finding of this study is more likely be useful for many concerned parties, researchers, authorities, investors and financial analysts alike in understanding the current practices of the risk disclosure in Jordan, thus helping them in reconsidering and reviewing the accounting standards and improving the credibility and transparency of the financial reports in the Jordanian capital market.Originality/valueThe current study contributes to the literature of risk disclosure because the previous research has paid little attention to this topic in Jordan. To the best knowledge of the researcher, this study is the first Jordanian study that focuses on examining the relationship between the board of directors' characteristics and the corporate risk disclosure in the non-financial sector. Furthermore, it is the first study that examines the moderating role of family ownership on such relationships. Consequently, the results of the current study draw attention to the CRD practices and the monitoring role of board of directors in Jordan.

An agency perspective on the board of directors and corporate entrepreneurship

2017 ◽  
Vol 40 (11) ◽  
pp. 1201-1215
Author(s):  
Mark A. Tribbitt ◽  
Yi Yang
Keyword(s):  
Board Of Directors ◽  
Negative Relationship ◽  
Corporate Entrepreneurship ◽  
Publicly Traded ◽  
Content Type ◽  
The Board Of Directors ◽  
Publicly Traded Firms ◽  
Using Data ◽  
The Relationship

Purpose The purpose of this study is to examine the relationship between board dependence, antitakeover provisions and their influence on corporate entrepreneurship (CE). Design/methodology/approach The study uses agency theory as a framework to expand on the board dependence–CE relationship by injecting the moderating role of antitakeover provisions to the model. Using data collected from 350 publicly traded firms, a panel regression analyses was conducted on both innovation and venturing components of CE. Findings The findings of this study show a negative relationship between board dependence and CE. Further this study shows that such a negative relationship becomes weaker when higher levels of antitakeover provisions are injected into the model. Research limitations/implications This study was conducted using a sample of large publicly traded firms within the information and manufacturing sectors, and so our findings may not be generalizable to firms in other contexts. Further, other variables representing CE (e.g. new product introductions) may add to this line of research in the future. Practical implications Understanding the role of board of directors within a firm may help foster CE throughout the organization. Originality/value This study expands on existing research by incorporating the influence of environmental factors (e.g. antitakeover provisions) and examining the relationship between corporate governance and CE using both measures of innovation and venturing.

15. Directors

2021 ◽  
pp. 406-453
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

The Role of the Chairman at Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
Chief Executive Officer ◽  
Chief Executive ◽  
Board Meeting ◽  
Timely Manner ◽  
Management Decisions ◽  
The Board Of Directors ◽  
Important Position ◽  
A Company

It is usual for a valid board meeting to be chaired by one of the directors who will act as the chairman of the board. The chairman is the person who has control of the conduct of the meeting. The person who occupies the position of chairman of the board of directors holds an important position in the hierarchy of a company. It is the responsibility of the chairman to manage the board meeting and, in consultation with the chief executive officer and the company secretary, to set the agenda for board meetings. In managing a board meeting a chairman must ensure that all members of the board receive accurate and proper information in a timely manner so as to enable them to take informed management decisions.

scholarly journals Does the Diversity of Directors Moderates the Relationship between Prudently Governed Corporate Board and Decision to Pay the Dividend?

2018 ◽  
Vol 2 (2) ◽  
pp. 60-64
Author(s):  
Nauman Iqbal Mirza ◽  
Qaiser Ali Malik
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Panel Data Analysis ◽  
Corporate Board ◽  
Earnings Per Share ◽  
The Board Of Directors ◽  
The Relationship ◽  
Moderating Role ◽  
Nationality Diversity

This study evaluates the moderating role of diversity in the board of directors on the relationship between Corporate Governance and dividend decisions of listed companies of Pakistan. This study further explores relationship between conventional accounting variables and dividend decisions. Multifaceted diversity of the board of directors encompassing age, experience and nationality is examined. Panel Data Analysis is used to measure the cause and effect relationship among the variables. General to specific modelling is used by including all the potential regressors. Results depict that Firm Size, Leverage and Experience Diversity of Board negatively effects the Dividend Decisions, while Earnings per Share, CEO Duality, Directors Nationality and Age effects positively. Furthermore Age and Nationality Diversity of directors significantly moderate the relationship between Corporate Governance and Dividend Decisions.

The Role of the Chairman

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Vast Array ◽  
Effective Manner ◽  
Procedural Control ◽  
The Board Of Directors ◽  
A Company

For there to be an effective general meeting of members of a company someone has to perform the role of chairman and be appointed to that position. The appointment of a chairman is an indispensable part of any meeting. In the absence of a person exercising procedural control over the affairs of the general meeting it may be unable to proceed to transact business in an orderly manner. At a shareholders’ meeting that person is often the chairman of the board of directors of the particular company but this is not always the case. The chairman is the person who conducts the meeting and leads it through the business on the agenda which is to be transacted. A vast array of skills are required in order to discharge this important role in an efficient and effective manner. In carrying out this task the chairman must have regard not only to the interests and concerns of the majority present but also the rights of the minorities.

15. Directors

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Executive Directors ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship ◽  
A Company

This chapter explores the role of directors in corporate governance, beginning with a discussion of the principles of corporate governance as set out in the UK Corporate Governance Code. Rules on appointment and removal of a company’s directors are considered next, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the distinction between executive directors and non-executive directors; the relationship between directors and shareholders of public companies; the issue of the separation of ownership and the control of a company; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

The Delicate Task: Guide to Investigating Allegations of Company-Internal Misconduct

2019 ◽  
pp. 521-546
Author(s):  
Andrew Boutros
Keyword(s):  
Board Of Directors ◽  
Real World ◽  
Board Member ◽  
Constant Tension ◽  
The Board Of Directors ◽  
A Company

Conducting internal investigations requires a delicate balancing act for lawyers. The most immediate goal of any internal investigation is discovering the truth. But in the complicated real world occupied by today’s companies, the search for the truth finds itself in constant tension with other important, and often outcome-determinative, considerations. Nevertheless, it is critical that companies conduct an appropriately scaled, appropriately overseen investigation. This chapter first discusses the value of an internal investigation. It then offers a few words on the role of the board of directors when management or a board member is implicated, before describing in detail the basic steps a company should follow in conducting its investigation.

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