Whose side are you on?

2017 ◽  
Author(s):  
Graeme Guthrie
Keyword(s):  
Board Of Directors ◽  
Bargaining Power ◽  
Fiduciary Duty ◽  
Senior Executives ◽  
Short Term ◽  
Strong Ties ◽  
Governance Practices ◽  
The Board Of Directors ◽  
Lock In

The board of directors has a fiduciary duty to the shareholders who elect its members to monitor, advise, and if necessary replace the CEO and other senior executives. One way to analyze the interactions between boards and executives is as an ongoing series of bargaining games. Strong ties can develop between directors and executives, which affect the bargaining power of the various participants. Short-term changes in bargaining power can lead to negotiated changes in board composition that lock in the altered bargaining power for the long term. This chapter uses Ray Irani’s tenure as CEO of Occidental Petroleum to describe the bargaining game interpretation of board-CEO interactions and to demonstrate how this framework can explain many observed corporate governance practices.

scholarly journals How long a tenure is long enough: CEOs tenure and its impact on firm’s performance.

2015 ◽  
Vol 11 (2) ◽  
pp. 50-64
Author(s):  
Naseem Ahamed
Keyword(s):  
Board Of Directors ◽  
Great Degree ◽  
Bargaining Power ◽  
Dividend Policy ◽  
Short Term ◽  
Fundamental Structure ◽  
Ceo Tenure ◽  
The Board Of Directors ◽  
Per Se ◽  
Radical Transformation

In a typical corporate setting, a CEO is analogous to the captain of a ship with ultimate authority vested in him by the board of directors, which in turn is elected by the owners (shareholders) of the firm (Fama, E. F., & Jensen, M. C. 1983). During the period he heads the firm, it is expected from him to take wise decisions which benefits the firm in long/short term and the stakeholders of the firm become well off. However, the length of the tenure varies to a great degree from firm to firm. This paper attempts to find out the impacts of these different tenures on the performance of the firm per se. In addition to that it tries to unearth any possible discernible pattern in the CEO tenure over the time. It also looks if the remuneration generally increases with the number of years spent in a firm or is it attached to performance and tenure is meaningless for remuneration. Do CEOs with long tenure try to tweak with the firm’s capex (expenditure policy), existing dividend policy etc. are few of the questions attempted to be addressed in here. A change in the previously mentioned characteristics of the firm, would lead to a radical transformation in the fundamental structure of the same. Hence, the article asks if CEOs turn the firm into a completely different entity from what they took over, when given long tenure. The study utilizes data from the Compustat/Execucomp database from a period ranging back to 1990 till date. However, it also analyses data before 1990, as it was found that CEOs held their positions for considerably longer tenure before the introduction of SOX in 2002. That analysis gives a first-hand experience of the changes experienced by the firms in the event of CEO change. The findings indicate, that the CEOs take some time to settle themselves in and subsequently increase their bargaining power with the board. Subsequent to which CEOs, who enjoy longer tenure tweaks with the firm’s existing policies and practices.

scholarly journals Board of directors, performance and firm value in Brazilian listed state-owned enterprises

2020 ◽  
Vol 18 (2) ◽  
pp. 1
Author(s):  
Carolina Coletta ◽  
Roberto Arruda de Souza Lima
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Board Of Directors ◽  
Firm Value ◽  
Board Structure ◽  
Agency Conflicts ◽  
Governance Practices ◽  
The Board Of Directors ◽  
Structure Index ◽  
Corporate Governance Practice

<p>This paper investigates the relationship between the board of directors' structure and firm performance and the value of Brazilian listed state-owned enterprises (SOEs), from 2002 to 2017, totaling 327 observations using an unbalanced panel data with fixed and random effects regressions. The evolution of corporate governance practices adopted by the boards is presented for this period, using a Board Structure Index (BSI). The results indicate a significant positive relation between the board's structure and firm performance, measured by ROE and ROA, and firm value, measured by Tobin's <em>q</em>. These findings are consistent with corporate governance literature, in the sense that the board's role of monitoring management reduces agency conflicts. The results also show an improvement in adopting corporate governance practice on Brazilian SOEs' boards over the last decade.</p>

scholarly journals Penerapan Asas Piercing The Corporate Veil: Perspektif Tanggung Jawab Direksi Perseroan Terbatas

2018 ◽  
Vol 1 (1) ◽  
pp. 45
Author(s):  
Putri Sari Harahap ◽  
Tumanggor Tumanggor
Keyword(s):  
Board Of Directors ◽  
Common Law ◽  
Descriptive Analysis ◽  
Secondary Data ◽  
Good Faith ◽  
Fiduciary Duty ◽  
Legal Research ◽  
The Board Of Directors ◽  
Piercing The Corporate Veil ◽  
The Veil

<p>Piercing The Corporate Veil principle is a common law doctrine that teaches about the veil special breakout company (corporate veil) covering the Board of Directors and other organs in running the company does not fit or have violated the principle of fiduciary duty (good faith) to the intent and purpose of the company.This type of research in this thesis is a normative legal research means tend to use secondary data in the form of primary legal materials, secondary law and tertiary  legal materials. To collect the data in this research is a stud y done by the descriptive analysis. The resulted in losses for both the company and third parties, First Defendant's actions can be categorized  as a tort (onrechtmatige daad) under Article 1365 of the Civil Code. In the verdict the judge in his ruling has been applying the principle of piercing the corporate veil but does not necessarily resolve the matter of debts between the Compa- ny (Plaintiff) with rights holders of promissory notes "mayofield notes" or the Board of Directors (Defendant 1) with the holders of promissory notes " mayofield note.</p><p>Keywords: Piercing the corporate veil, directors fiduciary duty</p>

7 Governance Issues in Offshore Companies Used as Private Investment Funds

2018 ◽  
Author(s):  
Spangler Timothy
Keyword(s):  
Board Of Directors ◽  
Private Investment ◽  
The United States ◽  
Fiduciary Duty ◽  
Duty Of Care ◽  
Cayman Islands ◽  
Investment Funds ◽  
The Board Of Directors ◽  
The Uk

This chapter examines issues of governance arising from the use of offshore companies as private investment funds. Funds established in offshore jurisdictions are often structured as limited companies that issue shares to investors. Governance issues can arise in offshore companies when voting rights are separated from economic participation. The chapter first considers the role of the board of directors in private investment funds before discussing taxation issues affecting offshore companies used as private investment funds in the UK and in the United States. It then explains the duties of directors under Cayman Islands law, including fiduciary duty, duty of care, diligence, and skill, and duty of confidentiality. It also describes the composition of the board of directors, its meetings, relationship with the fund manager, and responsibility for approval of fund documentation.

scholarly journals KEPUTUSAN BISNIS DAN TANGGUNGJAWAB DIREKSI DALAM PRINSIP FIDUCIARY DUTIES PADA PERSEROAN TERBATAS

2019 ◽  
Vol 1 (2) ◽  
pp. 37-56
Author(s):  
Ali Muhayatsyah
Keyword(s):  
Board Of Directors ◽  
General Principle ◽  
Limited Liability ◽  
Good Faith ◽  
Fiduciary Duty ◽  
Limited Liability Company ◽  
Fiduciary Duties ◽  
Business Judgment Rule ◽  
The Board Of Directors ◽  
Full Sense

The main party charged with fiduciary duty is the board of directors. In UUPT No. 40/2007 it does not specifically regulate fiduciary duty but rather regulates general principles. From the general principle of fiduciary duty, directors in managing the company must pay attention to the interests of the company above other interests; directors must act in accordance with the aims and objectives of the company (intra vires), and pay attention to the limitations and restrictions determined by the law and the articles of association of the company. In carrying out their duties as directors, they are required to have in good faith and in full sense of responsibility; Directors must carry out their duties diligently, carefully, and smartly and skillfully. Keywords: Directors, Fiduciary Duty, Business Judgment Rule, Limited Liability Company,   Abstrak Pihak utama yang dibebankan kewajiban fiduciary duty adalah direksi. Dalam UUPT Nomor 40 Tahun 2007 tidak mengatur secara khusus mengenai fiduciary duty tetapi mengatur prinsip-prinsip umumnya. Dari prinsip umum fiduciary duty makadireksi dalam mengurus perseroan harus memperhatikan kepentingan perseroan di atas kepentingan lainnya;direksi harus bertindak sesuai dengan maksud dan tujuan perseroan (intra vires), serta memperhatikan batasan dan larangan yang ditentukan UU dan anggaran dasar Perseroan. Dalam melaksanakan tugas sebagai direksi, diharuskan memiliki itikad baik (in good faith) dan tanggung jawab (in full sense of responsibility); Direksi harus melaksanakan tugasnya dengan rajin (diligently), penuh kehati-hatian (carefully), dan pintar serta terampil (skillfully). Kata kunci: Direksi, Fiduciary Duty, Business Judgement Rule, Perseroan Terbatas,

Board of Directors : Theory and Practice in Dairy Cooperatives

1993 ◽  
Vol 18 (4) ◽  
pp. 21-28
Author(s):  
Ajit Kanitkar ◽  
N V Belavadi
Keyword(s):  
Board Of Directors ◽  
Theory And Practice ◽  
Critical Difference ◽  
Strategic Issues ◽  
Corporate Organization ◽  
The Board Of Directors ◽  
Day To Day Operations ◽  
Dairy Cooperatives ◽  
Cooperative Organization

Theoretically, the Board of Directors (BOD) of organizations belonging to corporate as well as cooperative sectors is expected to have a long-term, strategic focus. However, a critical difference between the BOD of a corporate organization and a cooperative organization is that the latter is constituted by user-members and are, therefore, expected to truly reflect user-owners' commitment to the organization. Against this backdrop, this paper by Ajit Kanitkar and N V Belavadi examines the dominant concerns of the BOD of cooperative sector organizations by analysing the agenda-items of Board meetings of federated dairy cooperatives. According to the authors, the BOD in this sector is more concerned with day-to-day operations than strategic issues.

scholarly journals Pengaturan Kewenangan, dan Tanggung Jawab Direksi Dalam Perseroan Terbatas (Studi Perbandingan Indonesia dan Australia)

2013 ◽  
Vol 2 (1) ◽  
Author(s):  
Shinta Ikayani Kusumawardani
Keyword(s):  
Comparative Study ◽  
Board Of Directors ◽  
Comparative Method ◽  
Limited Liability ◽  
Fiduciary Duty ◽  
Limited Liability Company ◽  
Company Limited ◽  
Fiduciary Obligations ◽  
The Board Of Directors ◽  
Comparative Results

Research on: The Rules Regarding  The Powers and Responsibilities Of Directors In A Limited Liability Company (Comparative Study of Indonesia and Australia). As for the issues discussed in this study related to the application of the authority of the board of directors in the management of a limited liability company under the principle of fiduciary duty Australia comparison of Indonesia can not be separated from the authority granted will cause responsibility that must be borne by the company’s board of directors in managing and also the characteristics of the type of responsibility of Directors This study uses normative juridical approach. Juridical Approaches to run whether the provisions of law relating to kewenagan concrete and responsibilities of the Board of Directors in the management Company Limited Comparative Study of Indonesia and Australia, while Normative is the cover of the principles of law, comparative law, the elements and factors related to authority and responsibility of the Company's Board of Directors in the management of one heart-to-day. This study on Duties and Responsibilities of Directors is normative legal research that emphasizes the study of literature. The purpose of this research is to know the duties and responsibilities of the Board of Directors of Limited Liability Company under the law. Data analysis was performed using the comparative method of qualitative. From the results of this analysis are expected to obtain an accurate picture and understanding of the duties and responsibilities of the Board of Directors of Limited Liability Company. To this effect, a comparison of the authority and responsibilities of the Board of Directors in the management of the Company as the Company's assessment of body organ is the comparison between the authority of the Board of Directors in Indonesia and in Australia the comparative results indicate that the system of regulation in Indonesia and Australia are more inclined to use the model and not a model enabling mandatory because it is based by the condition of the structure of capital ownership. Fiduciary obligations, particularly on legislation in both Indonesia and Australia appear as incomplete law and need to be interpreted by the fiduciary. The main essence of this comparison as the basis for further transplants Indonesia that fiduciary obligations may fruitfully dalamn Handling Company Limited.

Board Composition and Governance Dilemma at Magna International

2014 ◽  
Vol 3 (2) ◽  
pp. 207-220
Author(s):  
Eduardo Schiehll ◽  
Gokhan Turgut ◽  
Elise Demers
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Board Composition ◽  
Board Structure ◽  
Minority Shareholders ◽  
Board Diversity ◽  
Publicly Traded Companies ◽  
Governance Practices ◽  
The Board Of Directors ◽  
Governance Roles

The primary subject matter of this case study is board composition and the governance roles of the board of directors in publicly traded companies. It is designed to supplement a text chapter or other material on the monitoring and advisory roles of directors and how board structure and composition impact these roles. The case is also designed to allow students to identify and assess governance issues related to firm ownership structures, family-owned or controlled companies, ethical conduct of the board of directors and conflicts between majority and minority shareholders. The case is sufficiently detailed to allow discussing the multidimensional aspects of board composition (or board diversity), including gender, ethnicity, expertise, experience and prestige. It is structured as a chronological description of the controversy generated by a proposed related party transaction (a buyout transaction) designed to dismantle a dual-share capital structure that allowed the Stronach family to control the company (Magna International Inc.) with just a fraction of its equity. The case can serve as the basis for both short case assignments and class discussions. It is appropriate for undergraduate and graduate courses in strategic management, leadership, corporate governance and financial accounting. The topic is relevant and current, as it can be related to the ongoing reforms of Canadian corporate governance practices for controlling shareholders and related party transactions.

scholarly journals Roles of board of directors: Evidence from Malaysian listed companies

2009 ◽  
Vol 5 (1) ◽  
pp. 22-36 ◽  
Author(s):  
Hasnah Kamardin ◽  
Hasnah Haron
Keyword(s):  
Firm Performance ◽  
Board Of Directors ◽  
Firm Size ◽  
Descriptive Analysis ◽  
Listed Companies ◽  
Annual Reports ◽  
Outside Directors ◽  
Test Analysis ◽  
Governance Practices ◽  
The Board Of Directors

This study examines the extent of roles played by the board of directors (BOD) in Malaysian listed companies and the significant differences on the roles based on the company characteristics and board characteristics: firm size, leverage, growth, firm performance (ROA), family controlled companies, and CEO duality. Data are gathered from two sources whereby questionnaires are used to ascertain the extent of BOD participation in the board roles in the financial year 2006 and companies’ annual reports are used to gather financial and board data. Using a sample of 112 companies, descriptive analysis shows that BOD mostly performs greater monitoring roles, other than performance evaluation. Strategy roles focus more on reviewing company’s strategic plan and defining company’s vision. Outside directors are required to focus on protecting shareholders’ interests, provide a balanced view, and have strategic thinking capabilities. The results of t-test analysis indicate that to some extent the roles played by the BOD are significantly different in terms of firm size, firm performance and family companies. The results have some implications to the corporate governance practices.

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