scholarly journals Getting Back to Basics: Challenging Complexity and Accountability in the Boardroom

Innovar ◽  
2021 ◽  
Vol 31 (82) ◽  
Author(s):  
Yves Gendron ◽  
Bertrand Malsch ◽  
Marie-Soleil Tremblay
Keyword(s):  
Corporate Governance ◽  
Executive Compensation ◽  
Structured Interviews ◽  
Governance Institutions ◽  
Compensation Committees

This paper investigates the dynamics of complexity and expertise in the context of compensation committees (ccs). Drawing on semi-structured interviews, mostly with cc members and consultants, we bring to light two axes of subordination that impact the mindset of corporate governance participants, and may ultimately undermine directors’ degree of accountability to shareholders. The first axis involves cc members’ subordination to consultant expertise, which tends to be considered as an indispensable ally in dealing appropriately with the webs of complexity that allegedly characterize executive compensation. Nourished partially by the first axis, the second implies subservience to these webs of complexity, which are widely presumed and naturalized by cc members and the consulting experts they employ. One of our main contributory statements is to question the ascendancy of complexity in the boardroom, casting doubt on one of the key assumptions upon which practices and expertise in contemporary corporate governance institutions are built and promoted. We also question the extent of epistemic dependency in many compensation committees, where much of the knowledge necessary to properly operate the repertoire of practices (deemed necessary to address the problem of executive compensation determination) is not primarily in the hands of cc members, but rather in those of consultants.

The Integration of ERM and Strategy: Implications for Corporate Governance

2017 ◽  
Vol 31 (2) ◽  
pp. 69-82 ◽  
Author(s):  
Therese R. Viscelli ◽  
Dana R. Hermanson ◽  
Mark S. Beasley
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Implementation Process ◽  
Structured Interviews ◽  
Executive Management ◽  
Strategic Direction ◽  
Strategic Value ◽  
Enterprise Risk ◽  
Leadership Structure ◽  
Risk Oversight

SYNOPSIS Since the early 2000s, expectations have increased for organizations to strengthen corporate governance with enterprise risk management (ERM) processes, with the accounting profession playing a major role in these efforts. The ultimate goal of an effective ERM process is to help boards and senior executives to manage risks in the context of strategy so that the organization is more likely to achieve its key objectives. We conduct semi-structured interviews of 15 ERM champions to provide insights about whether the ERM process is integrated with the strategic-planning and execution processes of the firm. We find that while the decision to launch ERM often is based on a desire for ERM to provide strategic value, the integration of ERM with strategy typically is limited. We then examine the ERM implementation process to identify possible ERM implementation practices limiting ERM's integration with strategy. We find that organizations' (1) culture and approach to preparing for ERM's launch, (2) ERM leadership structure, and (3) management of key risks appear to limit the intersection of ERM and strategy. Our summary of key findings highlights important considerations for boards of directors, executive management, and auditors as they assess the effectiveness of their risk oversight efforts in overseeing the strategic direction of the enterprise.

The evolution of the monitoring board in Japan: how the board performs monitoring function in Japanese corporate governance

2019 ◽  
Vol 19 (5) ◽  
pp. 999-1014
Author(s):  
Kohei Miyamoto
Keyword(s):  
Corporate Governance ◽  
Design Methodology ◽  
Stock Exchange ◽  
White Paper ◽  
Lifetime Employment ◽  
Content Type ◽  
Legal Reforms ◽  
Legal Evolution ◽  
Commercial Code ◽  
Governance Institutions

Purpose The purpose of this paper is to trace a legal evolution of the monitoring board and to reveal what brought the evolution and what is expected to emerge. The paper points to unique complementarities in Japanese corporate governance institutions and norms which will affect how the monitoring board performs its functions. Design/Methodology/Approach Analysis is based on texts on corporate governance legislations in Japan from the revision of Commercial Code in 1950 to the revision of Companies Act in 2014. Other sources include Tokyo Stock Exchange regulations, White Paper on Corporate Governance and other academic literatures on Japanese corporate governance. Findings Changes of non-legal institutions and norms in Japanese corporate governance necessitated legal reforms toward the monitoring board. Persisting institutions and norms, in particular lifetime employment, influences how the monitoring board performs its functions in Japan. Originality/Value This paper explains how the evolution of the monitoring board in Japan emerged and what will cause different expected functions of the monitoring board in Japan and other jurisdictions.

scholarly journals Transaksi Pihak Berelasi: Kompensasi Manajemen Kunci, Kinerja Akuntansi, dan Multiple Large Shareholders

2020 ◽  
Vol 20 (3) ◽  
pp. 877
Author(s):  
Gandy Wahyu Maulana Zulma ◽  
Fitri Chairunnisa ◽  
Azolla Degita Azis
Keyword(s):  
Corporate Governance ◽  
Performance Evaluation ◽  
Executive Compensation ◽  
Financial Accounting ◽  
Executive Management ◽  
Accounting Performance ◽  
Large Shareholders ◽  
Research Findings ◽  
Research Period ◽  
Positive Effect

The aim of this study is to examine whether multiple large shareholders held by the company can affect the relation between accounting performance and executive compensation, using panel data of all publicly company in Indonesia (except financialand mining industries) with the research period 2017-2019. The result shows that the existence of 2nd largest shareholders that owns more than 10% stocks and also if the board has representation from 2nd largest shareholders in the company, it can reduce the positive effect of accounting performance to executive compensation. This research findings could be as an additional literature in financial accounting and corporate governance area, and also for practitioners in Indonesia that if a firm has good controlling function from multiple large shareholders, it can reduce the opportunistic discretion from executive management if the company has performance evaluation based on earnings.

scholarly journals Can compensation committees effectively mitigate the CEO horizon problem? The role of co-opted directors

2020 ◽  
Vol 34 (1) ◽  
pp. 1-21
Author(s):  
Ruonan Liu
Keyword(s):  
Corporate Governance ◽  
Research And Development ◽  
Empirical Evidence ◽  
Design Methodology ◽  
Ceo Compensation ◽  
Content Type ◽  
Horizon Problem ◽  
Accruals Management ◽  
Compensation Committees

Purpose This study aims to examine whether compensation committees dominated by co-opted directors are less effective in mitigating the CEO horizon problem. Design/methodology/approach The author uses a sample of 7,280 firm-year observations from 1998 to 2011. Findings In this study, the author finds evidence of opportunistic research and development (R&D) reduction and accruals management in firms with retiring CEOs and compensation committees dominated by co-opted directors. Moreover, it is found that R&D reduction and income-increasing accruals are less discouraged when determining the compensation for retiring CEOs by compensation committees that are dominated by co-opted directors. The results suggest that compensation committees dominated by co-opted directors are less effective in adjusting CEO compensation to mitigate the CEO horizon problem. Originality/value The study reveals that co-opted directors are weak monitors. Moreover, the study adds empirical evidence to the debate of organizations’ CEO horizon problem. Finally, the study adds to the literature on corporate governance, revealing that compensation committees play an important role in mitigating an organization’s CEO horizon problem by adjusting CEO compensation.

scholarly journals The role of corporate governance in executive compensation system

2015 ◽  
Vol 12 (4) ◽  
pp. 467-479
Author(s):  
Yusuf Mohammed Nulla
Keyword(s):  
New York ◽  
Corporate Governance ◽  
Executive Compensation ◽  
Research Study ◽  
Stock Exchange ◽  
Pearson Correlation ◽  
New York Stock Exchange ◽  
Statistical Regression ◽  
Toronto Stock Exchange ◽  
York Stock Exchange

This research study explores the relationship between the executive compensation and corporate governance among the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX/S&P) companies from 2005 to 2010. The quantitative research method was selected for this research study. The eighty largest companies from the New York Stock Exchange and the Toronto Stock Exchange were selected. The random sample method was used to select the two populations from each index. The research question for this research study was: is there a relationship between CEO cash compensation and corporate governance among the Toronto Stock Exchange and the New York Stock Exchange companies. The four statistical regression models found that there was a weak relationship between corporate governance and executive compensation among the TSX/S&P and the NYSE populations. Also, the Pearson correlation results indicated that the corporate governance has a minimal role towards the determination of the executive compensation

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