scholarly journals Perceptions of independent directors about their roles of and challenges on corporate boards

2019 ◽  
Vol 27 (1) ◽  
pp. 69-96
Author(s):  
Thi Tuyet Mai Nguyen ◽  
Elaine Evans ◽  
Meiting Lu
Keyword(s):  
Boards Of Directors ◽  
Design Methodology ◽  
Transition Economy ◽  
Information Provision ◽  
Listed Companies ◽  
Independent Directors ◽  
Corporate Boards ◽  
Content Type ◽  
Controlling Shareholders ◽  
Advisory Role

PurposeThe purpose of this paper is to examine the perceptions of independent directors in Vietnam about their roles and challenges when sitting on the boards of listed companies.Design/methodology/approachThe study uses mailed questionnaires to collect data. The authors sent surveys to 810 independent directors from 354 listed companies and received feedback from 170 respondents.FindingsThe authors examine several aspects of independent directors’ work on the board (such as the roles of and challenges for independent directors) as well as board environment (such as information provision or board interaction). Findings suggest that independent directors in Vietnam place more emphasis on their advisory role than their monitoring role. In addition, they also point out their challenges including information asymmetries and the influence of controlling shareholders. These challenges are significant and they prevent independent directors to properly execute their independent role on the board. These findings reflect the unique features of corporate governance in transition economies.Originality/valueThe authors contribute to the literature through providing an insightful view about the nature of the work performed by this type of director in a transition economy. The study is also one of the first studies to use a qualitative instrument to provide an explanation of how controlling shareholders influence independent directors on boards of directors.

Board of directors and financial transparency and disclosure. Evidence from Italy

2016 ◽  
Vol 16 (3) ◽  
pp. 593-608 ◽  
Author(s):  
Mariateresa Torchia ◽  
Andrea Calabrò
Keyword(s):  
Board Of Directors ◽  
Boards Of Directors ◽  
Listed Companies ◽  
Independent Directors ◽  
Board Composition ◽  
Governance Mechanisms ◽  
Board Size ◽  
Content Type ◽  
Financial Transparency ◽  
Transparency And Disclosure

Purpose The purpose of this paper is to examine the link between board of directors’ composition (independent directors’ ratio, board size, CEO-duality) and financial transparency and disclosure (T&D). Design/methodology/approach The paper analyzes board composition and financial T&D of Italian listed companies using multiple linear regression analysis. Findings The results of this paper show a significant link between board composition and the level of financial T&D. In particular, the authors found a positive and significant relationship between the independent directors’ ratio and the level of financial T&D and a negative relationship between board size and the level of financial T&D. Research limitations/implications While this paper focuses on a sample of 100 Italian listed companies, the authors acknowledge the importance of extending the results to other national context and to other type of firms (e.g. non-listed firms or SMEs). Moreover, while this paper concerns the amount of information disclosed by firms, it does not look at the quality or accuracy of disclosure. Practical implications This paper reveals the importance of evaluating the effectiveness of corporate governance mechanisms (such as board composition) in enhancing the level of financial T&D. Indeed, the authors provide some indications to firms to improve their internal governance mechanisms (e.g. the importance of high proportion of independent directors and of small- and medium-sized boards of directors). Originality/value This paper provides interesting insights to firms which are under pressure to improve the level of information to stakeholders. Moreover, has the level of information that is not legally required vary among companies and countries, the authors shed light on a context characterized by high level of ownership concentration, where firms can experience different types of conflict of interests.

Independent directors, ownership concentration and firm performance in listed companies

2017 ◽  
Vol 29 (2) ◽  
pp. 204-226 ◽  
Author(s):  
Thi Tuyet Mai Nguyen ◽  
Elaine Evans ◽  
Meiting Lu
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Listed Companies ◽  
Ordinary Least Squares ◽  
Ownership Concentration ◽  
Independent Directors ◽  
Content Type ◽  
Controlling Shareholders ◽  
The Impact ◽  
The Relationship

Purpose The purpose of this paper is to investigate the impact of independent directors on firm performance in Vietnam and identify how different types of ownership structure and the presence of controlling shareholders influence the relationship. Design/methodology/approach For a sample of 217 non-financial Vietnam-listed companies during the period from 2010 to 2014, this study uses the ordinary least squares regressions to estimate the relationship between independent directors and firm performance. Two econometric techniques – the fixed effects estimation and the difference in difference estimation – are used to control for endogeneity. The results are also robust to the lag variable of independent directors. Findings The results reveal that independent directors have an overall negative effect on firm operating performance. This finding may be because of information asymmetry, expertise disadvantage and the dominance of ownership concentration that prevent independent directors from fulfilling their monitoring function in governance. The negative relationship between independent directors and firm performance is stronger in firms where the State is a controlling shareholder. Research limitations/implications Findings suggest that changes relating to independent directors, as a response to the new corporate governance code in 2012, do not have a positive effect on the relationship between corporate governance and firm performance. Further reform is required to improve internal control mechanisms and corporate governance systems in Vietnam. Originality/value This is the first study to provide a robust evidence on the relationship between independent directors and firm performance in Vietnam as well as to explore the impact of the type of controlling shareholders on the relationship.

scholarly journals Differentiating control, monitoring and oversight

2017 ◽  
Vol 30 (8) ◽  
pp. 1867-1894 ◽  
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.

Relationship between corporate governance and audit switching: Iranian evidence

2017 ◽  
Vol 59 (5) ◽  
pp. 673-686
Author(s):  
Mahdi Salehi ◽  
Ali Asgar Alinya
Keyword(s):  
Corporate Governance ◽  
Design Methodology ◽  
Stock Exchange ◽  
Listed Companies ◽  
Panel Analysis ◽  
Cross Sectional ◽  
Content Type ◽  
Effective Factors ◽  
Dependent Variables ◽  
The Relationship

Purpose This paper aims to investigate the relationship between corporate governance and auditors switching of listed companies on the Tehran Stock Exchange. Design/methodology/approach To achieve the objectives of this study, 12 hypotheses developed which and tests the relationship between corporate governance and selecting and switching auditors in Iran during 2008-20014 by selecting 116 listed companies on the Tehran Stock Exchange. To test the hypotheses, the cross-sectional time-series nature of research variables data, panel analysis is used. Also, to investigate the relationship between independent and dependent variables in each year, the logistic regression is used. Findings The results of the study indicate that there is a weak relationship between corporate governance auditors switching. Therefore, it could be concluded that there are some other effective factors on which selecting and switching auditors in studied companies are more dependent. Originality/value The current study is almost the first study which has been conducted in Iran, so the results of the study may be beneficial to the Iranian conditions as well as other developing countries.

scholarly journals Implementing the board of directors’ mechanism – An empirical study of the listed firms in Libya

2018 ◽  
Vol 14 (1) ◽  
pp. 22-33 ◽  
Author(s):  
Jill Atkins ◽  
Mohamed Zakari ◽  
Ismail Elshahoubi
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Boards Of Directors ◽  
Listed Companies ◽  
Board Members ◽  
Corporate Boards ◽  
Listed Firms ◽  
Stakeholder Groups ◽  
The Board Of Directors ◽  
Executive Managers

This paper aims to investigate the extent to which board of directors’ mechanism is implemented in Libyan listed companies. This includes a consideration of composition, duties and responsibilities of the board directors. This study employed a questionnaire survey to collect required data from four key stakeholder groups: Boards of Directors (BD), Executive Managers (EM), Regulators and External Auditors (RE) and Other Stakeholders (OS). The results of this study provided evidence that Libyan listed companies generally comply with the Libyan Corporate Governance Code (LCGC) requirements regarding the board composition: the findings assert that most boards have between three and eleven members, the majority of whom are non-executives and at least two or one-third of whom (whichever is greater) are independent. Moreover, the results indicate that general assemblies in Libyan listed companies are practically committed to the LCGC’s requirements regarding the appointment of board members and their length of tenure. The findings provide evidence that boards in Libyan listed companies are carrying out their duties and responsibilities in accordance with internal regulations and laws, as well as the stipulations of the LCGC (2007). Furthermore, the stakeholder groups were broadly satisfied that board members are devoting sufficient time and effort to discharge these duties and responsibilities properly. This study helps to enrich our understanding and knowledge of the current practice of corporate boards as a significant mechanism of corporate governance (CG) by being the first to address the board of directors’ mechanism in Libyan listed companies.

Optimizing transparency for users in social networking sites

Info ◽  
2014 ◽  
Vol 16 (6) ◽  
pp. 8-23 ◽  
Author(s):  
Ellen Wauters ◽  
Verónica Donoso ◽  
Eva Lievens
Keyword(s):  
Social Networking ◽  
Social Networking Sites ◽  
Design Methodology ◽  
Information Provision ◽  
Visual Design ◽  
Cognitive Differences ◽  
Content Type ◽  
Legal Documents ◽  
Types Of Information ◽  
Insight Into

Purpose – This article aims to reflect on possible ways to optimise current ways to deliver information provision to make it more transparent to users. In particular, this article will refer to the benefits (and challenges) of using more user-centred approaches to inform users in a more transparent way. Design/methodology/approach – In this paper we analyse individual, as well as contextual factors (e.g. cognitive differences, time constraints, specific features of social networking sites [SNS] platforms) which may have an impact on the way users deal with Terms of Use, privacy policies and other types of information provision typically made available on SNS platforms. In addition, possible ways of improving current practices in the field are discussed. In particular, the benefits (and challenges) of a user-centred approach have been referred to when it comes to informing users in a way that is more meaningful to them. Finally, it is discussed how user-centred approaches can act as mechanisms to increase transparency in SNS environments and how (alternative) forms of regulation could benefit from such an approach. Findings – The authors believe that it is necessary to start focussing on users/consumers’ needs, expectations and values to develop visualisation tools that can help make law (more) meaningful to users/consumers by giving them a better insight into their rights and obligations and by guiding them in making truly informed decisions regarding their online choices and behaviour. Originality/value – By looking at different techniques such as visual design and the timing of information, the article contributes to the discussion on how people can be made more aware of legal documents and actually read them.

Firm CSR implementation and societal moral degradation

2018 ◽  
Vol 12 (3) ◽  
pp. 608-619 ◽  
Author(s):  
Zhiqiang Li ◽  
Qinqin Zheng
Keyword(s):  
Design Methodology ◽  
Transition Economy ◽  
Choice Theory ◽  
Great Influence ◽  
Hierarchical Regression ◽  
Business Sector ◽  
Content Type ◽  
Strategic Csr ◽  
Corporate Social ◽  
Practical Implications

PurposeThis paper aims to examine how firms respond to societal moral degradation in a transition economy from the corporate social responsibility (CSR) perspective.Design/methodology/approachBased on a survey of 302 firms operating in China and using hierarchical regression, this study explores the effect of societal moral degradation on firm CSR implementation.FindingsThe study finds that the amount of CSR performed by firms in a transition market will reduce when they face increased moral degradation in the business field. The authors also find that CSR philanthropy is more significantly deterred by societal moral degradation than CSR sustainability.Practical implicationsThese findings reveal that firms conducting CSR initiatives need to strategically consider the great influence of environment. Meanwhile, strategic CSR decisions should be fully aware of the different characters of different CSR forms.Originality/valueThis paper draws on the strategic choice theory and contributes to understanding of the influence of specific environmental factors in transition economies on CSR implementation. Based on two main categories of CSR, this study develops a framework that explores how firms choose different CSR forms when they encounter severe moral degradation in business sector.

Bridging and bonding: having a Muslim diversity on corporate boards and firm performance

2018 ◽  
Vol 9 (3) ◽  
pp. 457-478 ◽  
Author(s):  
Rohail Hassan ◽  
Maran Marimuthu
Keyword(s):  
Firm Performance ◽  
Muslim Women ◽  
Listed Companies ◽  
Future Research ◽  
Small Scale ◽  
Extensive Literature ◽  
Corporate Boards ◽  
Demographic Diversity ◽  
Content Type ◽  
Diversity Issues

PurposeThis paper aims to examine the demographic diversity at top-level management and its impact on the performance of Malaysian-listed companies. In addition, Muslim diversity on corporate boards is examined. Design/methodology/approachAlthough many organisations aspire to be socially diverse, diversity’s consequences for organisational performance remain unclear. This study specifies the whole distinct mechanism and measures it independently, bridging as the demographic diversity among the board of directors (BODs) and bonding as the firm’s financial performance. To maintain the homogeneity factor, the empirical analysis has been confined to 12 fully fledged sectors and 529 Malaysian listed firms out of 798 firms selected on the basis of judgmental sampling during the period of 2013. The paper applies the correlation matrix and linear regression model to justify this phenomenon. FindingsThe empirical findings suggest that gender diversity (Muslim and Non-Muslim women) is positively significant with firm performance with regards to management, shareholders and market perspectives. It means that both Muslim and non-Muslim women are contributing to firm performance. Ethnic diversity (minority) and Muslim diversity (majority) have no impact on firm performance. On the other hand, interaction variables are positively significant with firm performance. It means that majority and minorities are essential for corporate boards to produce a greater performance. Research limitations/implicationsFuture research could include more variables such as director’s age profile and foreign participation as well as other types of diversities, such as cognitive diversity and corporate diversity. In addition, another possible extension could be the investigation of diversity issues between small scale and large or high and low-profit firms. The findings provide insightful information to firms, as this study suggests that the diverse corporate boards can enhance firm performance. Originality/valueIn recent years, diversity issues have been examined with regard to firm performance of the listed companies. Whilst extensive literature exists on diversity issues, this issue is still under debate and has had inconsistent results. The paper attempts to fill the gap in the existing literature, discuss the empirically diverse corporate boards with the interaction approach and impact on the firm performance.

scholarly journals The board of directors and firm performance: empirical evidence from listed companies

2019 ◽  
Vol 19 (3) ◽  
pp. 508-551 ◽  
Author(s):  
Alessandro Merendino ◽  
Rob Melville
Keyword(s):  
Corporate Governance ◽  
Firm Performance ◽  
Agency Theory ◽  
Ownership Structure ◽  
Listed Companies ◽  
Independent Directors ◽  
Board Structure ◽  
Board Size ◽  
Ceo Duality ◽  
Content Type

PurposeThis study aims to reconcile some of the conflicting results in prior studies of the board structure–firm performance relationship and to evaluate the effectiveness and applicability of agency theory in the specific context of Italian corporate governance practice.Design/methodology/approachThis research applies a dynamic generalised method of moments on a sample of Italian listed companies over the period 2003-2015. Proxies for corporate governance mechanisms are the board size, the level of board independence, ownership structure, shareholder agreements and CEO–chairman leadership.FindingsWhile directors elected by minority shareholders are not able to impact performance, independent directors do have a non-linear effect on performance. Board size has a positive effect on firm performance for lower levels of board size. Ownership structure per se and shareholder agreements do not affect firm performance.Research limitations/implicationsThis paper contributes to the literature on agency theory by reconciling some of the conflicting results inherent in the board structure–performance relationship. Firm performance is not necessarily improved by having a high number of independent directors on the board. Ownership structure and composition do not affect firm performance; therefore, greater monitoring provided by concentrated ownership does not necessarily lead to stronger firm performance.Practical implicationsThis paper suggests that Italian corporate governance law should improve the rules and effectiveness of minority directors by analysing whether they are able to impede the main shareholders to expropriate private benefits on the expenses of the minority. The legislator should not impose any restrictive regulations with regard to CEO duality, as the influence of CEO duality on performance may vary with respect to the unique characteristics of each company.Originality/valueThe results enrich the understanding of the applicability of agency theory in listed companies, especially in Italy. Additionally, this paper provides a comprehensive synthesis of research evidence of agency theory studies.

Are independent directors’ political connections valuable?

2020 ◽  
Vol 11 (2) ◽  
pp. 299-315 ◽  
Author(s):  
Yanyu Chen ◽  
Wenzhe Zheng ◽  
Yimiao Huang
Keyword(s):  
Firm Value ◽  
Negative Impact ◽  
Listed Companies ◽  
Political Connections ◽  
Independent Directors ◽  
The Political ◽  
Political Connection ◽  
Exogenous Shock ◽  
Content Type ◽  
Negative Effect

Purpose The purpose of this paper is to use difference-in-difference method (DID) to study the influences of independent directors’ political connection on firm value. Design/methodology/approach File No. 18 by the Organization Department of the Communist Party of China Central Committee requires that the leading cadres in party and government offices are not allowed to act as independent directors; this restriction applies to retired officials as well. As a result, many listed companies lose the political connections of officers as independent directors. This paper takes it as an exogenous shock to evaluate the influence of the political connection of independent directors on firm value, effectively alleviating the endogeneity problem existing in previous studies. Findings The research finds the following: under the policy of compelled resignation, the loss of political connection of independent directors has a prominent negative impact on firm value; and compared to state-owned enterprises, the firm value of private enterprises receives a greater negative impact. However, the political advantage of state-owned enterprises is not obviously influenced. In the regions with worse external market environments, due to a greater reliance on resources brought about by political connection, the policy has a much greater influence on their listed companies. Research limitations/implications The study faces several limitations, each of which represents a potential research direction. First, our analysis is based on the policy effects on the firm’s current Tobin’s Q and finds a negative effect of losing political connections. However, the long-term effects are still unclear, as some studies find a negative effect of political connections. Second, the paper focuses on one channel in which political connections may affect firm value. Other channels, such as subsidies and loans from state-owned banks, which need more granular data, should be explored in the future. Practical implications The use of DID model can better objectively evaluate the implementation effects of ban policies and alleviate endogenous problems, which is also enlightening for further perfection of the system of independent directors in the A-share market. Social implications It enriches existing researches of the value of independent directors from the perspective of political connection, which is conducive to understanding the influence and channel on the firm value after the loss of political connection and the value of independent directors in the corporate governance in a more comprehensive and accurate manner. Originality/value This paper extends the relevant research on the value of the political connection of independent directors from the perspective of political connection and enlightens the evaluation of the effect of ban policies.

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