scholarly journals Incentive and Supervisory Contract between Special Committees and CEO Based on the Evolutionary Game Model

2020 ◽  
Vol 2020 ◽  
pp. 1-17
Author(s):  
Chuanbo Zhang ◽  
Kangkang Lin ◽  
Lei Wang

The process of CEO incentive and supervision, in which the special committee plays an important role, has always been a hard problem to solve in modern corporate governance. Considering the conflicts of interest between the compensation committee, audit committee, and the CEO, this paper constructed a game model of incentive and supervision within the board of directors and analysed the strategic choices of all three and the influencing mechanisms in different contexts. The results show that there is no totally stable strategy point in the system and that there are different strategy choices in different situations; the CEO’s strategy choice is influenced by both the compensation committee and the audit committee, the incentive strategy of the compensation committee will promote the CEO’s self-interested behaviour, and the supervision strategy of the audit committee is inhibitive. The function of the special committee is dependent on its initial intention and the intensity of action. In the situation of excessive incentive by the compensation committee, the strategy choice of audit committee has periodicity, and the CEO and audit committee have periodic discretionary choice game. This study provides insight into the internal governance of the board of directors, particularly special committees, which create the incentive and supervisory contracts.

Author(s):  
Jun aidi ◽  
Nurd iono ◽  
Ahmad Rifai ◽  
Icuk Rangga Bawano

This study examines the effect of good corporate governance and sustainability report on company performance. Good corporate governance is dependent on the size of the board of directors, the proportion of independent commissioners, the size of the audit committee, institutional ownership, management ownership. Sustainability report is facilitated by economic, environmental and social aspect as well as disclosure index. While Company performance is generated by Return on Assets (ROA). This research was conducted on companies listed on the Indonesia Stock Exchange between 2014-2018. The purposive sampling technique was used. Hypothesis testing was done by linear regression analysis. The results of testing the first variable showed that institutional ownership affects ROA and has a negative relationship direction. While the size of the board of directors, the proportion of independent directors, the size of the audit committee, and management ownership have no effect on ROA. However, the result of the second variable showed that the disclosure of economic aspects affects ROA and has a positive relationship direction. While disclosure of environmental and social aspects does not affect ROA.


2018 ◽  
Vol 8 (4) ◽  
pp. 1-20
Author(s):  
Sonu Goyal ◽  
Sanjay Dhamija

Subject area The case “Corporate Governance Failure at Ricoh India: Rebuilding Lost Trust” discusses the series of events post disclosure of falsification of the accounts and violation of accounting principles, leading to a loss of INR 11.23bn for the company, eroding over 75 per cent of its market cap (Financial Express, 2016). The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. The case highlights the responsibility of the board of directors, audit committee and external auditors and discusses the changes required in the corporate governance structure necessary to ensure that such incidents do not take place. The case also delves into the classic dilemma of degree of control that needs to be exercised by the parent over its subsidiaries and freedom of independence given to the subsidiary board, which is a constant challenge all multinationals face. Such a dilemma often leads to the challenge of creating appropriate corporate governance structures for numerous subsidiaries. Study level/applicability The case is intended for MBA courses on corporate governance, business ethics and also for the strategic management courses in the context of multinational corporations. The case can be used to develop an understanding of the essential of corporate governance with special focus on the role of the board of directors, audit committee and external auditors. The case highlights the consequences and cost of poor corporate governance. The case can also be used for highlighting governance challenges in the parent subsidiary relationship for multinational corporations. The case can be used for executive training purposes on corporate governance and leadership with special focus on business ethics. Case overview This case presents the challenges faced by the newly appointed Chairman Noboru Akahane of Ricoh India. In July 2016, Ricoh India, the Indian arm of Japanese firm Ricoh, admitted that the company’s accounts had been falsified and accounting principles violated, leading to a loss of INR 11.23 bn for the financial year 2016. The minority shareholders were agitating against the board of directors of Ricoh India and were also holding the parent company responsible for not safeguarding their interest. Over a period of 18 months, Ricoh India had been in the eye of a storm that involved delayed reporting of financials, auditor red flags regarding accounting irregularities, a forensic audit, suspension of top officials and a police complaint lodged by Ricoh India against its own officials. Akahane needed to ensure continuity of Ricoh India’s business and also act quickly and decisively to manage the crisis and ensure that these incidents did not recur in the future. Expected learning outcomes The case provides an opportunity for students to understand the key components of corporate governance structure and consequences of poor corporate governance. More specifically, the case addresses the following objectives: provide an overview of corporate governance structure; highlight the role of board of directors, audit committee and external auditors; appreciate the rationale behind mandatory auditor rotation; appreciate the consequences of poor corporate structure; explore the interrelationship between sustainability reporting and transparency in financial disclosures of a corporation; understand management and governance of subsidiaries by multinational companies; and understand the response to a crisis situation. Supplementary materials Teaching notes are available for educators only. Please contact your library to gain login details or email [email protected] to request teaching notes. Subject code CSS 11: Strategy.


Accounting ◽  
2021 ◽  
pp. 987-992
Author(s):  
Khaled Salmen Aljaaidi ◽  
Abdulaziz Alothman ◽  
Raj Bahadur Sharma ◽  
Omar Ali Bagais

This paper examines the association of the presence of royal family members on the board of directors with audit committee effectiveness. The sample of this study consists of 444 listed manufactured firms in Saudi Arabia for the period 2012-2019. Using the Pooled OLS regression, the result of the study shows that royal family ownership is associated with audit committee effectiveness, giving support to the substitution hypothesis. The result indicates that members from the royal families are good monitors imposed into the companies' managements as both taking the role of decision makers and owners who may substitute the effectiveness of the audit committee. The presence of royal family members on the board has an alternative for the effectiveness of the audit committee. The marginal effect of audit committee effectiveness as an internal corporate governance mechanism is substituted by the presence of royal family members on the board. This study provides insightful evidence to regulators and policy makers at the company and country levels on the relationship of royal family ownership and audit committee effectiveness.


2019 ◽  
Vol 7 (1) ◽  
pp. 49
Author(s):  
Mira Diyanty ◽  
Meina Wulansari Yusniar

<em><span lang="EN-US">The purpose of this study was to analyze the effect of the Good Corporate Governance mechanism on the board of commissioners, the board of directors, the proportion of independent commissioners, the audit committee, CAR on ROA. This study also uses a purposive sampling method for sampling. The analysis test used is multiple linear regression analysis. The population used by companies listed on the Indonesia Stock Exchange in the period 2011 - 2013 and which meet the sample selection criteria. The sample used was 25 companies. Data is collected through secondary data collection in the form of the company's annual report for the period 2011 - 2013 which is published on the Indonesia Stock Exchange. The research hypothesis was tested by multiple linear regression which had met the testing of classical assumptions. The results of the analysis show that the board of commissioners, the proportion of independent commissioners, audit committees, CAR does not significantly influence ROA while the board of directors has a positive and significant effect on ROA.</span></em>


2009 ◽  
Vol 84 (3) ◽  
pp. 869-891 ◽  
Author(s):  
Christian Laux ◽  
Volker Laux

ABSTRACT:We analyze the board of directors' equilibrium strategies for setting CEO incentive pay and overseeing financial reporting and their effects on the level of earnings management. We show that an increase in CEO equity incentives does not necessarily increase earnings management because directors adjust their oversight effort in response to a change in CEO incentives. If the board's responsibilities for setting CEO pay and monitoring are separated through the formation of committees, then the compensation committee will increase the use of stock-based CEO pay, as the increased cost of oversight is borne by the audit committee. Our model generates predictions relating the board committee structure to the pay-performance sensitivity of CEO compensation, the quality of board oversight, and the level of earnings management.


Author(s):  
Ali Altuğ Biçer ◽  
Imad Mohamed Feneir

The main reasons for corporate participation in environmental and social disclosure are stability, development, and continuity through participation in protecting the environment and optimizing the use of available resources. As well as the company practices and participation in society of the most important means to create a good image of the company in the community. There is a rise demand for companies to take accountability for their environmental and societal impacts. A core role of the Audit Committee (AC) is to help the board of directors in overseeing the company's reporting policy and oversees the quality of financial reporting in the company. This study examined the impact of audit committee characteristics on the level of environmental and social disclosures in listed banks in Borsa Istanbul. The results of the study showed that there is no statistically significant relationship between the characteristics of the audit committee and the environmental and social disclosures. Consequently, these characteristics have no effect on the volume or type of disclosure and their inability to predict them.


NOTARIUS ◽  
2020 ◽  
Vol 13 (2) ◽  
pp. 557-568
Author(s):  
Kiki Latifa Zen ◽  
Ngadino Ngadino ◽  
Anggita Doramia Lumbanraja

Companies that have already gone public usually want a more substantial source of funds, one of which is by holding capital market activities (share investment), not a few for the Directors of the Company to make a conflict of interest transaction for their interests which results in a loss in a limited company. This paper aims to find out what is the basis for shareholders, Directors and The Board of Commissioners in conducting transactions of conflict of interest. Philosophical normative research approaches are used to analyze conflicts of interest referring to related regulations and principles of agreement in the capital market. As a result of the discussion, with the ambiguous regulations, if there is a conflict of interest by the Directors and other management, each Director must be fully responsible personally (if only one director) for the loss of a Limited Liability Company if the person concerned is proven guilty or negligent in carrying out their duties in accordance with applicable regulations, but in order to avoid conflicts of interest by the board of directors, the Company must establish a Limited Company Assistant and also form an Audit Committee to increase the effectiveness of the internal and external audit functions and the effectiveness of the internal control system to be protected from actions fraudulent company management, which can be detrimental to stock investments. Keywords: transaction; agreement; investation; capital marketAbstrak Perusahaan yang sudah mengalami go public biasanya meinginkan sumber dana yang lebih besar salah satunya yaitu dengan cara mengadakan kegiatan pasar modal (Investasi saham), tidak sedikit bagi Direksi Perseroan melakukan transaksi benturan kepentingan untuk kepentingan pribadinya yang berujung pada terjadinya kerugian dalam Perseroan terbatas. Tulisan ini bertujuan untuk mengetahui apa yang menjadi dasar bagi para pemegang saham, Direksi, maupun Dewan Komisaris dalam melakukan transaksi benturan kepentingan tersebut. Pendekatan penelitian normatif filosofis digunakan untuk menganalisis benturan kepentingan mengacu pada peraturan yang terkait dan asas-asas perjanjian dalam pasar modal. Sebagai hasil pembahasannya yaitu dengan Peraturan yang masih rancu maka apabila terjadi benturan kepentingan yang dilakukan oleh Direksi maupun pengurus lainnya adalah dengan tiap-tiap  Direksi harus bertanggungjawab penuh secara pribadi (apabila direksi hanya satu) atas kerugian Perseroan Terbatas apabila yang bersangkutan terbukti bersalah atau lalai dalam menjalankan tugasnya sesuai dengan ketentuan yang berlaku, namun agar menghindari terjadinya benturan kepentingan yang dilakukan oleh pihak direksi maka Perseroan harus membentuk Asisten Perseroan Terbatas dan juga membentuk Komite Audit untuk meningkatkan efektivitas fungsi audit internal dan eksternal serta efektivitas sistem pengendalian internal agar terlindungi dari tindakan-tindakan curang yang dilakukan pihak manajemen perusahaan, yang mana dapat merugikan investasi saham. Kata kunci : transaksi; perjanjian; investasi; pasar modal


2019 ◽  
Vol 23 (1) ◽  
pp. 17
Author(s):  
Ahmad Azmy, Dea Restiya Anggreini, Mohammad Hamim

This study aims to examine the effect of Good Corporate Governance (GCG) on company profitability. The dependent variable are Return On Assets (ROA) and Return On Equity (ROE). The independent variable are Good Corporate Governance (GCG) represented by the Board of Commissioners, the Board of Directors, and the Audit Committee. This study uses secondary data from audited financial statements of Real Estate and Property companies in 2013-2017. The analytical tool used in this study uses panel data regression. Based on the results of the study it is known that the Board of Directors and Audit Committee variables have a significant positive effect on ROA and ROE. The Board of Commissioners variable has no influence and negative relationship to ROA and ROE.


BISMA ◽  
2021 ◽  
Vol 15 (1) ◽  
pp. 36
Author(s):  
Wulan Maulidiss Sa’diah ◽  
Mohamad Nur Utomo

This study aims to determine the effect of managerial ownership, independent board of commissioners, board of directors, and audit committee on financial distress in banking companies listed on the Indonesia Stock Exchange from 2015 to 2019. This research used the purposive sampling method with a sample of 41 companies consisting of 205 observational data. Data were analyzed using logistic regression. The results showed that independent board of commissioners and board of directors had a significant and negative effect on financial distress. However, managerial ownership and audit committee did not have a significant effect on financial distress. This study supports the agency theory, which states that the monitoring role of the independent board of commissioners and the board of directors can minimize the occurrence of agency conflicts in a company. Keywords: audit committee, board of directors, financial distress, independent board of commissioners, managerial ownership


2020 ◽  
Vol 15 (2) ◽  
pp. 1-16
Author(s):  
Budi Chandra

The purpose of this study is to examine the characteristics of the audit committee, leverage, number of subsidiaries, percentage of foreign subsidiaries, percentage of non-executive directors, expertise of the board of directors, board size, and growth on the restatement of financial statements by using company data listed on the Indonesian Stock Exchange (IDX). Using a purposive sampling method that has several criteria to collect company data from 2014-2018 and test the data with the logistic regression test method. The conclusion is that there is an influence between the size of the audit committee, the number of subsidiaries, and the percentage of non-executive directors with the restatement of financial statements. While the audit committee independence variables, audit committee meetings, audit committee expertise, leverage, percentage of foreign subsidiaries, board of directors expertise, board size, and growth do not affect the restatement of financial statements.


Sign in / Sign up

Export Citation Format

Share Document