6. Corporate governance—board structure and shareholder engagement

Company Law ◽  
2018 ◽  
Author(s):  
Brenda Hannigan
Keyword(s):  
Corporate Governance ◽  
Board Structure ◽  
Publicly Traded ◽  
Publicly Traded Companies ◽  
Board Committees ◽  
Shareholder Engagement ◽  
Good Corporate Governance ◽  
Starting Point ◽  
The Uk ◽  
And Control

This chapter discusses corporate governance in publicly traded companies with widely dispersed shareholdings. Most shareholders are not involved in the management and control of a company's affairs. Thus, a separation usually develops between those who collectively own the company through their combined shareholdings (the shareholders) and those who manage it (the directors). Problems can arise from this separation of ownership and control as distance from the day-to-day running of the business makes it difficult for shareholders to restrain any managerial excesses. The starting point of good corporate governance is internal mechanisms (such as shareholders' rights and board structures). The discussions cover the UK corporate governance code, corporate governance requirement, board committees, and shareholder engagement.

scholarly journals ENHANCING CORPORATE DEMOCRACY BY THE USE OF SHAREHOLDER PROXIES

Obiter ◽  
2019 ◽  
Vol 40 (1) ◽  
Author(s):  
Maleka Femida Cassim
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
Public Companies ◽  
Proxy Voting ◽  
Shareholder Engagement ◽  
Good Corporate Governance ◽  
The Board Of Directors ◽  
Off Time ◽  
Practical Question

Effective shareholder control over the board of directors is patently in the interests of good corporate governance, accountability and transparency. In recognition of this modern reality, the policy focus in company law has shifted to encouraging shareholder participation and shareholder engagement in corporate affairs. Bearing in mind that very few shareholders of large public companies attend meetings in person, proxy voting is of vital importance to corporate democracy. This article discusses enhanced rights conferred by the Companies Act 71 of 2008 in relation to shareholder proxies who attend, speak and vote at shareholders’ meetings. It also considers the pressing practical question whether companies may impose a cut-off time for the lodgement of shareholder proxies.

scholarly journals Relationship Between Free Cash Flows and Corporate Governance Levels in the Light of Agency Theory

2021 ◽  
Vol 20 ◽  
pp. e3206
Author(s):  
Glaysson Aguilar de Araújo ◽  
Lara Alves Corrêa ◽  
Valéria Gama Fully Bressan ◽  
João Estevão Barbosa Neto ◽  
Bruna Camargos Avelino
Keyword(s):  
Corporate Governance ◽  
Stock Market ◽  
Cash Flows ◽  
Least Square ◽  
Publicly Traded ◽  
Potential Conflict ◽  
Return On Equity ◽  
Publicly Traded Companies ◽  
Corporate Governance Mechanisms ◽  
Free Cash Flows

This research analyzes the relationship between free cash flows (FCFs) and the different levels of Corporate Governance present in the Brazilian stock market. To this end, the sample was composed of 212 Brazilian publicly traded companies listed on Brasil, Bolsa, Balcão [B]³, in the period from 2010 to 2018. The methodology consisted of estimating a regression for panel data, using the random effects model, estimating by generalized least square (GLS) and assuming adjustments for autocorrelation and robust standard errors for heteroscedasticity. The results found, for the sample studied, suggest that Corporate Governance levels are positively related to the FCFs. In synergy, when compared to the Traditional level of [B]³, companies listed on the Novo Mercado and Level 2 levels tend to present higher FCF values. In addition, the larger the size of the companies and the higher their return on equity, the higher their FCFs tend to be, just as companies in stages of maturity tend to present lower FCF values. The relevance of this research is based on analyzing, in a stock market subject to imperfections, factors that may affect decisions about the level of cash maintenance of companies, more specifically by evaluating how Corporate Governance mechanisms relate to the theory of FCFs, in a context of potential conflict of interest.

scholarly journals Corporate governance and corporate investment: an exploratory research in the Brazilian publicly traded companies listed in Bovespa

2011 ◽  
Vol 9 (1) ◽  
pp. 545-557
Author(s):  
Nádia Sousa ◽  
Flávia Zóboli Dalmácio
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Market Value ◽  
Institutional Investor ◽  
Capital Cost ◽  
Exploratory Research ◽  
Statistical Relation ◽  
Publicly Traded ◽  
Publicly Traded Companies ◽  
Governance Practices

This paper aims to study the influence of Corporate Governance practices in the institutional decision to invest. It was developed a Governance Index (iGov), a descending rank was prepared and a test was applied to check if the companies in the first 25% of this rank have the highest number of institutional investors among their biggest investors than the companies of the last 25%. For the validation of IGov it was tested if the companies with the best marks present highest Returns, lowest Capital Cost, highest Market Value, and highest Competiveness within the sector, lowest Beta, highest EVA® and lowest Share concentration. It has been proved that the best Corporate Governance practices do not have any statistical relation with the presence of more Institutional Investor.

scholarly journals Analysis of the compliance of Brazilian firms with good corporate governance practices

2019 ◽  
Vol 11 (2) ◽  
Author(s):  
Vicente Lima Crisóstomo ◽  
Aline Maria Coelho Girão
Keyword(s):  
Corporate Governance ◽  
Firm Value ◽  
Audit Committee ◽  
Cost Benefit ◽  
Additional Contribution ◽  
Publicly Traded Companies ◽  
Good Corporate Governance ◽  
Governance Practices ◽  
Cost Benefit Ratio ◽  
The Difference

Purpose: Studies report that the adoption of good corporate governance practices tends to improve firm value. However, the results of such adoption seem to be conditioned by specific institutional and legal characteristics of each country. This study aims to analyze compliance with good corporate governance practices in the context of publicly traded companies in the Brazilian market. Methodology: The sample is made up of 1336 annual observations of 167 companies listed on the B3 (Brasil, Bolsa, Balcão) in the period 2010-2017. The practices recommended by the main corporate governance codes in Brazil were used as benchmark. Tests for the difference in means (t-test) and in proportions (z-test) were used to compare the observed situation in the group of firms and the recommendations in the Brazilian market. Results: Despite the adoption of many of the best practices recommended, there is still space for advancement in the Brazilian firm corporate governance. The results indicate noncompliance of the Brazilian firm with the recommendations regarding the audit committee and fiscal council, which may particularly weaken transparency and control of firm’s internal activities. In addition, adherence to distinguished market segments is associated to a greater trend to observe the suggestions emanating from the codes, which may be due to the perception of a favorable cost-benefit ratio of the adoption of corporate governance practices. Contributions of the Study: The work provides additional contribution by presenting a detailed analysis of the current scenario of the Brazilian firm corporate governance captured from the evaluation of the degree of adoption of each practice recommended individually.

scholarly journals The Tink’s saga? Is it the Time for the Corporate Governance?

2020 ◽  
Author(s):  
Eleandra Maria Prigol Meneghini ◽  
Ana Paula Pereira dos Passos ◽  
Jeferson Lana
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Conflicts Of Interest ◽  
Corporate Management ◽  
Information Asymmetries ◽  
Teaching Case ◽  
Good Corporate Governance ◽  
Governance Practices ◽  
And Control ◽  
Gains And Losses

Objective: To promote a discussion on the benefits and challenges of the process of implementing mechanisms and good corporate governance practices in a multifamily company. Method: the case was based on real problems of a privately held multifamily organization and fictitious narratives were developed for its construction. Originality/relevance: Multifamily companies potentialize the existence of conflicts between the main ones due to the plurality of partners regarding corporate management and control. In this teaching case, some of these dilemmas were presented and how corporate governance could avoid, mitigate or remedy them in order to find adequate alignment between family members. Results: Conflicts of interest and information asymmetries indicated the need for new solutions for business continuity. Among these solutions, there was the possibility of implementing mechanisms and good corporate governance practices. Theoretical/methodological contributions: It is expected that the student develops an understanding of the need to consider inherent gains and losses in decision making and the particularities of the organization, such as shareholder composition, maturity of the organization and protection of capital and property.

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.

13. Corporate governance

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Shareholder Activism ◽  
Listed Companies ◽  
Corporate Governance Code ◽  
The Uk ◽  
Legal Controls ◽  
And Control ◽  
Do So

This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as is shareholder activism.

What drives board committee structure? Evidence from an emerging market

2019 ◽  
Vol 35 (3) ◽  
pp. 373-397 ◽  
Author(s):  
Pornsit Jiraporn ◽  
Ali Uyar ◽  
Cemil Kuzey ◽  
Merve Kilic
Keyword(s):  
Corporate Governance ◽  
Audit Quality ◽  
Emerging Market ◽  
Panel Data Analysis ◽  
Positive Association ◽  
Developed Countries ◽  
Board Structure ◽  
Ceo Duality ◽  
Content Type ◽  
Board Committees

Purpose Board committees enable boards to function effectively, as committees improve the quality of corporate governance by fulfilling specific, assigned tasks. This study aims to explore how board structure, CEO duality and audit quality are associated with board committee structure in the context of an emerging market, namely, Turkey. Design/methodology/approach The sample consisted of 122 firms listed on the Industrial Index of Borsa Istanbul for the years between 2012 and 2014, inclusive, and this yielded 366 firm-year observations. To test the hypotheses, the panel data analysis method was used, which enabled the elimination of certain problems, such as multicollinearity and estimation bias, as well as specification of the time-variant association between the predictor variables and the output variable. Findings Board size, board independence and firm size had a positive association with the number and size of board committees, whereas CEO duality had a negative association with the number and size of board committees. Moreover, the appointment of female members on audit and corporate governance committees was more frequent in firms that had a high proportion of women on their boards. Finally, audit quality was positively associated with the existence of risk committee, the overall diversity of board committees and the diversity of corporate governance committees. Research limitations/implications The study is not free from limitations. It covers the time span between 2012 and 2014; thus, readers should be cautious about generalizing these results longitudinally, as a different time periods could possibly yield different results. The second limitation concerns the fact that only industrial firms were sampled; thus, these findings may not be valid in other sectors. Practical implications The paper shifts the attention of researchers from overall board structure to board committee structure. The results of the study provide insights for policymakers, boards and shareholders. Policymakers can formulate boards and committees by considering these findings. Boards can benefit from the conclusions of this study in shaping their own structure and sub-committee structures. Current and potential shareholders may find the results of the study instructive in making investment decisions. Originality/value This study investigates the factors associated with the structure of overall and specific board committees. Additionally, while most prior research on board committees has sampled firms that are domiciled in developed countries, this study examines the subject in an emerging country context, namely Turkey. Moreover, this study adds to the literature by examining the association between audit quality and board committee structure, which has been largely neglected in prior literature.

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

scholarly journals Executive compensation and board of directors’ disclosure in Canadian publicly-listed corporations

2013 ◽  
Vol 10 (3) ◽  
pp. 188-199 ◽  
Author(s):  
Martin Spraggon ◽  
Virginia Bodolica ◽  
Tor Brodtkorb
Keyword(s):  
Corporate Governance ◽  
Executive Compensation ◽  
Boards Of Directors ◽  
Corporate Boards ◽  
Publicly Traded ◽  
Information Transparency ◽  
Publicly Traded Companies ◽  
Listed Firms ◽  
Reporting Practices ◽  
Governance Regime

This article contributes to the growing body of literature exploring the important role that information transparency plays in strengthening the national corporate governance regime. We review the 2007 amendments to the Canadian reporting legislation with the particular emphasis on sections pertaining to executive compensation and boards of directors. Taking into consideration the specificities of the „comply-or-explain‟ system in Canada, we seek to uncover the extent to which publicly-listed firms comply with these newly amended standards of corporate governance reporting. Based on a comparison of 403 proxy circulars issued in the post-amendment period, we identified important cross-firm variations in the type and format of disclosed information on executive compensation and corporate boards of directors. In order to address the problems that inter-organizational disclosure discrepancies generate for governance researchers and analysts, we provide several recommendations on how Canadian publicly-traded companies can improve their reporting practices

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