Women and corporate boards of directors: The promise of increased, and substantive, participation in the post Sarbanes-Oxley era

One of the primary aims of the Sarbanes-Oxley Act of 2002, the New York Stock Exchange, and the NASDAQ corporate governance proposals is to improve the reporting systems for publicly traded companies. Many of the exchange proposals redefine the composition and duties of firms' boards of directors and their compensation and nominating committees. Sarbanes-Oxley places new duties on audit committees and provides oversight and restraints on public accounting companies. This paper describes many of the exchange proposals and puts them in their historical context. I also present the likely effects of the new corporate governance proposals on future boards of directors and assess their impact on the financial reporting system.

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The Composition Of Corporate Boards Of Directors: Pre- And Post-Sarbanes-Oxley

Journal of Business & Economics Research (JBER) ◽

10.19030/jber.v9i2.1818 ◽

2011 ◽

Vol 9 (2) ◽

Author(s):

Dan Marlin ◽

Scott W. Geiger

Keyword(s):

Boards Of Directors ◽

Future Research ◽

Corporate Boards ◽

Font Size ◽

Corporate Board ◽

Publicly Traded ◽

Board Characteristics ◽

Sarbanes Oxley ◽

Publicly Traded Firms

The purpose of this study is to examine corporate board characteristics pre- and post-Sarbanes-Oxley.   More specifically, using a sample 1141 US publicly traded firms, board characteristics were identified and then changes in these characteristics were examined across the years 2001, 2004, and 2007.  Our analyses reveal significant changes in 8 of 10 board characteristics examined.  Implications and areas for future research are discussed.

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Boards of directors in Russian publicly traded companies: the gender aspect

Voprosy Ekonomiki ◽

10.32609/0042-8736-2018-2-142-155 ◽

2018 ◽

pp. 142-155 ◽

Cited By ~ 1

Author(s):

T. A. Garanina ◽

A. A. Muravyev

Keyword(s):

Boards Of Directors ◽

Company Performance ◽

Corporate Boards ◽

Publicly Traded ◽

Publicly Traded Companies ◽

Representation Of Women ◽

Female Directors ◽

Female Director ◽

Gender Aspect ◽

Longitudinal Dataset

This article studies the gender composition of corporate boards of Russian companies, including its relation to company performance. The analysis is based on a unique longitudinal dataset of virtually all Russian companies whose shares were traded on the stock market in 1998-2014. It shows a relatively small representation of women, just 12% of all the seats, while about 40% of the companies did not have any female director. At the same time, both the share of companies that appoint female directors and the share of female directors on boards show a clear upward trend. The econometric analysis suggests a positive link between the presence of female directors on boards and company performance, especially when firms appoint several, rather than one, female directors.

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The World Economic Forum Principles on "Climate Governance on Corporate Boards": can soft law help to face climate change around the world?

CORPORATE GOVERNANCE AND RESEARCH & DEVELOPMENT STUDIES ◽

10.3280/cgrds1-2019oa8509 ◽

2020 ◽

pp. 37-55

Author(s):

Sabrina Bruno

Keyword(s):

Climate Change ◽

South Africa ◽

Comparative Analysis ◽

Boards Of Directors ◽

Soft Law ◽

Corporate Boards ◽

World Economic Forum ◽

Financial Factor ◽

The World ◽

World Economic

Climate change is a financial factor that carries with it risks and opportunities for companies. To support boards of directors of companies belonging to all jurisdictions, the World Economic Forum issued in January 2019 eight Principlescontaining both theoretical and practical provisions on: climate accountability, competence, governance, management, disclosure and dialogue. The paper analyses each Principle to understand scope and managerial consequences for boards and to evaluate whether the legal distinctions, among the various jurisdictions, may undermine the application of the Principles or, by contrast, despite the differences the Principles may be a useful and effective guidance to drive boards' of directors' conduct around the world in handling climate change challenges. Five jurisdictions are taken into consideration for this comparative analysis: Europe (and UK), US, Australia, South Africa and Canada. The conclusion is that the WEF Principles, as soft law, is the best possible instrument to address boards of directors of worldwide companies, harmonise their conduct and effectively help facing such global emergency.

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Gender Changes In Corporate Boards Of Directors

10.15405/epsbs.2019.03.25 ◽

2019 ◽

Author(s):

M.E. Rodionova

Keyword(s):

Boards Of Directors ◽

Corporate Boards

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The Implications of a Jeopardy! Computer Named Watson: Beating Corporate Boards of Directors at Fiduciary Duties?

SSRN Electronic Journal ◽

10.2139/ssrn.2720070 ◽

2011 ◽

Author(s):

Roger M. Groves

Keyword(s):

Boards Of Directors ◽

Corporate Boards ◽

Fiduciary Duties

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The Short-Term and Long-Term Impacts of Sarbanes-Oxley Act on Composition and Characteristics of Corporate Board of Directors

International Journal of Financial Management ◽

10.21863/ijfm/2015.5.4.019 ◽

2015 ◽

Vol 5 (4) ◽

Author(s):

Halil Kaya ◽

Gaurango Banerjee

Keyword(s):

Board Composition ◽

Corporate Boards ◽

Corporate Accountability ◽

Corporate Board ◽

Short Term ◽

Dual Roles ◽

Board Characteristics ◽

Sarbanes Oxley ◽

Over Time

The paper examines the Sarbanes-Oxley (2002) Acts immediate impact on board composition and characteristics as well as possible reversals in its impact over time. Effects on directors age and tenure are analyzed over the 2001-06 sample period. Female participation in corporate boards is also studied in the pre-SOX and post-SOX periods. The dual roles of directors in being a member of the board as well as serving as either CEO, CFO, Chairman, Co-Chair, Founder, or Lead Director of their respective companies is also examined. We observe a short-term impact of SOX on board compositions due to changes seen in board characteristics between 2001 (pre-SOX), and 2003-05 short-term period (post-SOX). Also, we observe a reversal of board characteristics in 2006 to pre-SOX levels implying that the effects of SOX on board composition were short-lived, and needs to be monitored over time to ensure adherence to corporate accountability guidelines over the long-term.

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The Impact of the Sarbanes-Oxley Act on the Structure of REIT Boards of Directors

The Journal of Real Estate Finance and Economics ◽

10.1007/s11146-011-9303-6 ◽

2011 ◽

Vol 45 (4) ◽

pp. 869-887 ◽

Cited By ~ 6

Author(s):

Magdy Noguera

Keyword(s):

Boards Of Directors ◽

Sarbanes Oxley ◽

The Impact

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Differentiating control, monitoring and oversight

Accounting Auditing & Accountability Journal ◽

10.1108/aaaj-12-2015-2345 ◽

2017 ◽

Vol 30 (8) ◽

pp. 1867-1894 ◽

Cited By ~ 3

Author(s):

Margaret M. Cullen ◽

Niamh M. Brennan

Keyword(s):

Boards Of Directors ◽

Role Theory ◽

Legal Responsibility ◽

Primary Role ◽

Investment Fund ◽

Corporate Boards ◽

Content Type ◽

Board Of Director ◽

Expectations Gap ◽

Board Type

Purpose Boards of directors are assumed to exercise three key accountability roles – control, monitoring and oversight roles. By researching one board type – investment fund boards – and the power relations around those boards, the purpose of this paper is to show that such boards are not capable of operating the three key roles assumed of them. Design/methodology/approach The authors conducted 25 in-depth interviews and a focus group session with investment fund directors applying a grounded theory methodology. Findings Because of their unique position of power, the authors find that fund promoter organisations (that establish and attract investors to the funds) exercise control and monitoring roles. As a result, contrary to prior assumptions, oversight is the primary role of investment fund boards, rather than the control role or monitoring role associated with corporate boards. The findings can be extended to other board-of-director contexts in which boards (e.g. subsidiary boards, boards of state-owned entities) have legal responsibility but limited power because of power exercised by other parties such as large shareholders. Practical implications Shareholders and regulators generally assume boards exercise control and monitoring roles. This can lead to an expectations gap on the part of shareholders and regulators who may not consider the practical realities in which boards operate. This expectations gap compromises the very objective of governance – investor protection. Originality/value Based on interviews with investment fund directors, the authors challenge the control-role theory of investment fund boards of directors. Building on our findings, and following subsequent conceptual engagement with the literature, the authors differentiate control, monitoring and oversight roles, terms which are often used interchangeably in prior research. The authors distinguish between the three terms on the basis of the level of influence implied by each.

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The Composition Of Corporate Boards Of Directors: Does Industry Matter?

Journal of Business & Economics Research (JBER) ◽

10.19030/jber.v10i3.6854 ◽

2012 ◽

Vol 10 (3) ◽

pp. 157 ◽

Cited By ~ 6

Author(s):

Dan Marlin ◽

Scott W. Geiger

Keyword(s):

Boards Of Directors ◽

Retail Trade ◽

Future Research ◽

Corporate Boards ◽

Font Size ◽

Corporate Board ◽

Publicly Traded ◽

Trade Finance ◽

Board Characteristics ◽

Publicly Traded Firms

The purpose of this study is to identify and examine differences in corporate board characteristics across four industries. Using a sample of 2592 US publicly traded firms, eleven board characteristics were identified and then examined across manufacturing, retail trade, finance/insurance, and services industries. Our analyses revealed significant differences in each of the eleven board characteristics examined. Implications and areas for future research are discussed.

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