View from the top: what directors say about board process

2009 ◽  
Vol 9 (3) ◽  
pp. 326-338 ◽  
Author(s):  
Rookmin Maharaj

PurposeThis paper aims to use the argument that formal regulations alone may not be the defining factor in improving corporate governance and the decision making process of the BOD.Design/methodology/approachBased on 20 semi‐structured interviews with board chairs, members of corporate boards, CEOs, and upper/executive management at 12 Canadian companies, a bird's eye view is taken from the top. A content analysis of the interviews was performed. a clear picture about the interaction and behaviour of directors emerged. Subsequently, three objectives that are required for effective decision‐making were developed: knowledge; motivation; and transmission channels/internal control. The analysis offers three critical objectives, which all boards should endeavour to accomplish.FindingsThese interviews demystify board process and provide the bases for three critical objectives for effective corporate governance: ascertain and embellish the knowledge base of directors; motivate directors to share and gather information; and ensure clear and fluent transmission channels exist.Practical implicationsThe usual board measures such as CEO duality, insider and outsider ratio, number of board members and directors' share ownership may not be the only critical determinants of board effectiveness.Originality/valueConventional notions of decision making have neglected key human faculties and individual characteristics that combine to determine organizational outcomes. This paper fulfils a need for research in the area of board processes and board decision making and provides a roadmap to improve corporate governance within organizations.

2015 ◽  
Vol 15 (1) ◽  
pp. 52-84 ◽  
Author(s):  
Otuo Serebour Agyemang ◽  
Monia Castellini

Purpose – The purpose of this study is to examine corporate governance practices in an emerging economy. It focusses on how ownership control and board control systems operate in corporate organisations in an emergent economy, assuming that these systems are essential for enhancing good corporate governance practices in emerging countries. Design/methodology/approach – The paper builds on descriptive multiple-case study with multiple units of analysis to divulge how ownership control and board control systems function to ensuring effective corporate governance in publicly listed corporate organisations in Ghana. A criterion-based sampling technique is used to select the companies. Thereafter, three techniques of data collection are used to gather data from the companies: archival records, semi-structured interviews and observation. Findings – By linking the gathered data to the paper’s theoretical propositions, the study highlights that all the companies are characterised by the presence of large shareholders, and, in consequence, they tend to exert extensive control over the activities of the companies through their involvement in the decision-making processes. However, whilst the presence of large shareholders has the tendency to solve the agency problem, it poses challenges in regards to minority shareholders’ interests in these corporate organisations. The study also reveals that boards of directors tend to exercise control over corporate organisations when majority shareholders stop interfering in their dealings. This implies that when major shareholders fully partake in corporate decision-making processes of companies, boards of directors seem to be sheer advisory bodies to management. Research limitations/implications – This is a paper to shed light on corporate governance practices in four large publicly listed corporate organisations on the Ghana Stock Exchange, so the observable facts do not apply to other emergent economies. In addition, the sample does not represent all corporate organisations in Ghana; thus, the empirical observations cannot be generalised to other organisations that have not been included in this study. However, the empirical results can be applied to other similar corporations in Ghana and other emergent economies in an analytical sense. With the application of inductive reasoning, the results can be applied to provide important appreciation in an effort to understand the structure of corporate governance practices in organisations in developing countries. Practical implications – A comparative analysis of the empirical observations from this study and the recommended guidelines of corporate governance of Ghana has been carried out, and aspects in which organisations need to reform and improve to fully comply with the guidelines are highlighted: director independence, director evaluation, introduction of new directors and board education. This could possibly be the foundation upon which corporate governance structures in these organisations can be restructured and further enhanced. Originality/value – The majority of the studies of corporate governance in emergent economies have used quantitative techniques to examine the relationship between corporate governance mechanisms and firm performance. However, this study takes a different approach to examine corporate governance practice in an emergent economy by using a comprehensive and defensible qualitative analysis to examine relations between ownership structure and shareholder control, and board of directors and board control. In addition, it highlights how ownership and board control systems interact in corporate organisations in emergent economies.


2020 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Kathyayini Kathy Rao ◽  
Carol Tilt

Purpose Within the board diversity literature, the issue of gender diversity has been extensively studied, however, limited research has examined whether gender diversity at board level has any influence on corporate social responsibility (CSR) decisions. This paper aims to fill this knowledge gap and shed light on whether, and how, gender diversity influences CSR related decisions. Design/methodology/approach In total, 13 in-depth semi-structured interviews were conducted with board members of Australian companies to examine their perceptions of the effect of gender diversity. Findings Although the findings show evidence that there is a general perception that gender diversity has the potential to influence board level decisions, this does not appear to translate to CSR decisions specifically. The results from the interviews identified that several issues and moderating factors interact with the gender-CSR relationship. Research limitations/implications The paper contributes significantly to the body of knowledge by going beyond the plethora of quantitative analyses. The results suggest that there is much work to be done to improve governance policy and mechanisms if boards are to see the potential for gender to have a positive impact on CSR decision-making. Originality/value The study responds to calls for more research adopting qualitative studies, including interviews and case studies, to understand the complex interactions that take place during board decision-making. The findings provide useful insights for future research, practise and policymakers.


2014 ◽  
Vol 56 (3) ◽  
pp. 197-214 ◽  
Author(s):  
Thomas A. Hemphill ◽  
Gregory J. Laurence

Purpose – Robert C. Pozen, Chairman Emeritus of MFS Investment Management and a long-time scholar of corporate governance, has proposed a model of professional board directorship that responds to the three main factors he believes underpin ineffective board decision making: the large size of boards; the lack of specific industry expertise; and inadequate director time commitment. The paper aims to discuss these issues. Design/methodology/approach – The authors critically evaluate the efficacy of Pozen's proposed corporate governance model, addressing the three main factors underpinning ineffective board decision making. Findings – A professional board consisting of retired executives with industry-specific expertise is vulnerable to a groupthink mentality, as well as to the availability of such individuals for board directorship seats. Moreover, while industry-specific expertise is a desired attribute of an independent board director, there are other attributes that firms are looking for, including international, regulatory/governmental, risk, technology, and marketing expertise. Lastly, Pozen's recommendations to reduce board size to seven members, as well as increasing the number of hours that independent directors spend on board-related activities (and commensurate compensation received), should be seriously considered as potential value-adding, corporate governance improvements. Originality/value – The authors critically evaluate a corporate governance model that, based on director-related issues arising from the recent global financial crisis, has resurrected the concept of a “professional board” of directors. The authors utilize state-of-the-art academic literature from the fields of corporate governance and organizational behavior to evaluate the merits and de-merits of the proposed corporate governance model, and present their findings (and recommendations) for improvements in corporate governance practices.


2016 ◽  
Vol 29 (5) ◽  
pp. 536-549 ◽  
Author(s):  
Pascale Simons ◽  
Jos Benders ◽  
Jochen Bergs ◽  
Wim Marneffe ◽  
Dominique Vandijck

Purpose – Sustainable improvement is likely to be hampered by ambiguous objectives and uncertain cause-effect relations in care processes (the organization’s decision-making context). Lean management can improve implementation results because it decreases ambiguity and uncertainties. But does it succeed? Many quality improvement (QI) initiatives are appropriate improvement strategies in organizational contexts characterized by low ambiguity and uncertainty. However, most care settings do not fit this context. The purpose of this paper is to investigate whether a Lean-inspired change program changed the organization’s decision-making context, making it more amenable for QI initiatives. Design/methodology/approach – In 2014, 12 professionals from a Dutch radiotherapy institute were interviewed regarding their perceptions of a Lean program in their organization and the perceived ambiguous objectives and uncertain cause-effect relations in their clinical processes. A survey (25 questions), addressing the same concepts, was conducted among the interviewees in 2011 and 2014. The structured interviews were analyzed using a deductive approach. Quantitative data were analyzed using appropriate statistics. Findings – Interviewees experienced improved shared visions and the number of uncertain cause-effect relations decreased. Overall, more positive (99) than negative Lean effects (18) were expressed. The surveys revealed enhanced process predictability and standardization, and improved shared visions. Practical implications – Lean implementation has shown to lead to greater transparency and increased shared visions. Originality/value – Lean management decreased ambiguous objectives and reduced uncertainties in clinical process cause-effect relations. Therefore, decision making benefitted from Lean increasing QI’s sustainability.


2017 ◽  
Vol 35 (3) ◽  
pp. 494-506 ◽  
Author(s):  
Shih-Chuan Chen

Purpose This paper aims to investigate the effect of cancer patients’ information behaviour on their decision-making at the diagnosis and treatment stages of their cancer journey. Patients’ information sources and their decision-making approaches were analyzed. Design/methodology/approach Semi-structured interviews were conducted with 15 participants. Findings The cancer patients sought information from various sources in choosing a hospital, physician, treatment method, diet and alternative therapy. Physicians were the primary information source. The patients’ approaches to treatment decision-making were diverse. An informed approach was adopted by nine patients, a paternalistic approach by four and a shared decision-making approach by only two. Practical implications In practice, the findings may assist hospitals and medical professionals in fostering pertinent interactions with patients. Originality/value The findings can enhance researcher understanding regarding the effect of cancer patients’ information behaviour on their decision-making.


2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Benedicte Millet-Reyes ◽  
Nancy Uddin

Theoretical basis The impact of corporate governance on internal controls and quality of financial disclosures. Research methodology Analysis of a real financial fraud event for a non-US multinational corporation. The case relies on accessing and analyzing annual reports for the firm, both before and after the fraud. Additional information on industry governance characteristics are provided in the case itself so that students can compare the firm to the industry. Case overview/synopsis This business case is centered on the analysis of Schneider Electric, a French multinational corporation, which had to restate their financial statements in 2011 because of accounting fraud. Following this event, Schneider undertook major changes in their board structure to improve internal control mechanisms. This pedagogical business case familiarizes students with international differences in ownership and board structure and emphasizes potential corporate governance changes after financial statement fraud. Complexity academic level Managerial finance, corporate finance, international finance, auditing. This case is more appropriate for upper-level undergraduate and graduate courses.


2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Pierre El Haddad ◽  
Alexandre Anatolievich Bachkirov ◽  
Olga Grishina

Purpose This study aims to explore the commonalities and differences of corporate social responsibility (CSR) perceptions among business leaders in Oman and Lebanon, two Middle Eastern countries forming a comparative dyad with a high level of cultural variance within the Arab cluster. Design/methodology/approach Semi-structured interviews were used to elicit qualitative data that were analyzed by means of multilevel analysis. Findings The findings provide empirical evidence that CSR is a powerful factor in managerial decision-making in the Middle East with the national cultures of Oman and Lebanon exerting partially differing effects on CSR decision-making. Practical implications The study enlightens practicing managers and policymakers in terms of the salience of multiple actors’ influence on CSR decision-making processes and the responses they may receive when developing and implementing CSR initiatives in the Middle East. Originality/value The study proposes a seven nodal model, which captures the flow of CSR decision-making in the research contexts.


2016 ◽  
Vol 39 (8) ◽  
pp. 940-964 ◽  
Author(s):  
Otuo Serebour Agyemang ◽  
Abraham Ansong

Purpose This paper aims to examine the role personal values play in investment decision-making processes among Ghanaian shareholders. Design/methodology/approach In consequence of the recent emergence of the issue of corporate governance practices in Ghana, and the kind of the research objective of this paper, a mix of qualitative and quantitative methods was used. These methods were used in two stages. The first stage was qualitative, which purposively selected 20 individual shareholders to solicit their perspectives on how personal values influence investment decisions. Their responses were used to construct the content of this enquiry. The second stage, which was quantitative, used stratified sampling technique to select 503 individual shareholders to confirm the responses obtained from stage one of the enquiry. Findings The findings of the study reveal that individual shareholders in Ghana hold value priorities and that honesty, a comfortable life and family security play a significant role in their lives and their investment decision-making processes, and the kind of companies they choose to invest in. Also, to Ghanaian individual shareholders, there is a clear distinction between a comfortable life and a prosperous life in the sense that they are not incentivized more by the latter but by the former in their investment decisions. Practical implications The results can inform corporate directors and managers what values are considered in investment decisions, and that it is not purely financial. With these results, they can be informed that while some financial values are important, it is just to live a comfortable life and not a prosperous life. This may influence these directors and managers to have a more long-run focus and to have more of a corporate social responsibility (CSR) focus by putting implementable measures in place to tackle corporate responsibility issues and to take up a responsibility for their CSR feat. Also, the results can be used for public policy in that if regulators find out that more CSR-type information is important to investors, they might require additional CSR-type disclosures in financial statements. Originality/value This paper contributes to the knowledge on the stakeholder perspective of corporate governance that individual shareholders’ personal values have influence on their investment decisions and the choice of companies they invest in.


Author(s):  
Gayani Karunasena ◽  
Kosala Rajagalgoda Gamage

Purpose The construction industry in many developing countries is reluctant to apply value engineering (VE) due to uncertainty of outcomes. The purpose of this paper is to examine the existing practices of VE techniques and make recommendations to organisations and national construction regulatory bodies, to standardise VE practices. A decision-making formula is introduced to determine profitability of VE applications prior to implementation. Design/methodology/approach A broad literature review and six case study projects that applied VE were selected. Thirty-nine semi-structured interviews were conducted to gather data within cases. Six expert interviews were conducted as confirmatory interviews to clarify and validate research outcome. Content analysis and cognitive mapping were used to analyse data among case studies. Findings Application, knowledge and experience on VE techniques among construction professionals are unsatisfactory. Recommendations include reducing contractor’s design responsibility, introducing proper VE guidelines and statutory regulations. A framework is introduced to assist authorities to standardise application of VE techniques. A decision-making formula is suggested to determine margins of contractor’s portion due to VE techniques and original profits gained. Originality/value The formula can be used as a decision-making tool by construction industry practitioners to determine successfulness of proposed VE techniques, and the proposed framework can be used to guide construction professional bodies to standardise VE practices.


2019 ◽  
Vol 57 (3) ◽  
pp. 547-568 ◽  
Author(s):  
Bazeet Olayemi Badru ◽  
Nurwati A. Ahmad-Zaluki ◽  
Wan Nordin Wan-Hussin

Purpose The purpose of this paper is to examine whether the differences in men and women, such as risk aversion in decision making, can influence the amount of capital that the board of directors can allocate for investment opportunities. Design/methodology/approach This study sampled 212 IPOs over the period of 2005–2015 and employed the OLS and the quantile regression techniques to examine the impact of female directors on capital allocation. Findings The results show that women on corporate boards have a positive influence on the amount of capital an IPO company can allocate for investment opportunities. These findings suggest that the investment strategies of women in an emerging financial market, like Malaysia, may differ from women in other financial markets. Practical implications The presence of women on corporate boards plays an important role in board involvement in a company’s strategic decision at the time of the IPO. Therefore, regulators and IPO issuers should pay close attention to the corporate governance structure of a company at the time of an IPO. In addition, investors and other stakeholders of a company may consider women on corporate boards as an important factor in financing and investment decisions. Originality/value Despite several studies that have examined the influence of women on corporate boards on corporate outcomes, globally, the presence of women on corporate boards and their influence on corporate decision-making related to allocation of capital to investment opportunities, have not been fully explored in the IPO literature.


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