Lead Independent Directors: Good Governance or Window Dressing?

Author(s):  
Phillip T. Lamoreaux ◽  
Lubomir P. Litov ◽  
Landon M. Mauler
2019 ◽  
Vol 43 ◽  
pp. 47-69 ◽  
Author(s):  
Phillip T. Lamoreaux ◽  
Lubomir P. Litov ◽  
Landon M. Mauler

2019 ◽  
Vol 52 (2) ◽  
pp. 319-340 ◽  
Author(s):  
Alex Ingrams

Scholars and policymakers claim open government offers a panoply of good governance benefits, but it also risks political abuse as window dressing or a smokescreen. To address this risk, this article builds on the meaning of openness through an examination of closed and open society in Karl Popper’s theory. Four historic trends in open government reform are analyzed. The findings suggest a need for new attention to Popperian notions of the social technologist’s piecemeal change and mechanical engineering aimed at serious policy problems. Without appreciation of these open society linkages, open governments will continue to paradoxically co-exist alongside closed societies.


Author(s):  
Samir K. Barua ◽  
N. Balasubramanian

The case focuses on governance issues that arise in case of joint ventures. The case is based on one of the most successful joint ventures in the history of corporate India between Honda Motor Company of Japan and the Munjal family of India. They established Hero Honda Motor Company in 1984. The company became the largest producer of motorcycles in the world. The announcement in December 2010 that Honda would sell its stakes in the joint venture to the Munjals came as a surprise to the investors. The process of the transfer including the underlying financial arrangements was not transparent as good governance would require it to be. The Japanese partner too appeared to be guilty of not following its own stated policy on transparency and equity in all business transactions. The case raises several corporate governance issues pertaining to conflict of interest, transparency with absentee shareholders, the role of independent directors on the board and the robustness of board processes. The case also raises concern about regulatory issues connected with the incident.


Think India ◽  
2013 ◽  
Vol 16 (3) ◽  
pp. 20-23
Author(s):  
Nailesh Rameshbhai Limbasiya

The collapse of high profile large corporations such as Satyam, Enron etc. while performing the governance practices has raised many issues regarding good governance mechanism. The independent directors are one of the important mechanisms for the good governance practices in an organisation. In India two-third of the companies are family owned and therefore presence of independent directors on the board is very important to protect the rights of minority investors and other stakeholders. Independent directors with independent thoughts and action may lead to a constructive value addition for the firm. The present paper discusses the importance of independent directors on the board. The paper also shows a glimpse of the current picture of corporate structure and corporate governance in India. Though the role of independent director is most important to detect and prevent the unethical practices still it fails to perform their roles in many cases. This paper identifies and explains the drivers on reasons, why independent directors still fail to perform their fiduciary roles in many cases. Finally the article concludes based on the functioning of the independent directors and challenges for having an implementable code of conduct for them. The diverse opinion of the corporate experts, government bodies, and industry apex bodies is the need of the hour to make one that is easy to implement.


2009 ◽  
Vol 21 (3) ◽  
pp. 327-338 ◽  
Author(s):  
Kenny Crossan

The paper identifies a number of key indicators that have been suggested in recent reports to encourage good governance within firms. These variables (the separation of CEO and Chairperson, committee structures and board structures) are used in a binary probit model to test for a link between good governance and a firm aiming for a maximum level of profit. The findings from this study suggest that there is a statistically significant relationship between a firm being classified as a profit maximzer and that firm having a majority of independent directors on the main board.


2014 ◽  
Vol 52 (6) ◽  
pp. 1014-1045 ◽  
Author(s):  
Isabel-Maria Garcia-Sanchez ◽  
Beatriz Cuadrado-Ballesteros ◽  
Cindy Sepulveda

Purpose – The purpose of this paper is to examine the moderating effect of media pressure on external directors in relation to disclosure of information on corporate social responsibility (CSR). Design/methodology/approach – The paper adopts a multilevel approach, integrating the institutional, organisational and individual levels of analysis in a whole model that explains corporate transparency. The paper uses a sample composed of 98 non-financial listed Spanish companies for the period 2004-2010, Findings – The results show heterogeneity between external board members. Proprietary directors, representing shareholders, tend to promote adoption of the Global Reporting Initiative guidelines in order to increase value for shareholders. On the contrary, independent directors are risk adverse in relation to the effect that CSR information disclosure could have on their professional reputations. Research limitations/implications – The sample could be improved, including companies from different countries and more years for the analysis, since the period studied comprises a particular economic setting (2008-2010), a global financial crisis. Practical implications – Although these results from the Spanish context, the authors recommend that regulatory bodies incorporate provisions into good governance codes that guarantee the existence of quality and comparable CSR information that favours stakeholders’ decision taking. Originality/value – The image that society has about a company comes from the opinions created from the mass media. The arguments proposed by agenda-setting theory can be managed by companies as a strategic mechanism to respond to society expectations. At present, two of the most studied aspects are the ethical and sustainable behaviours of organisations. These aspects are related to the characteristics of boards of directors, especially to external directors. Independent directors may disagree with disclosing information about CSR practices because they fear that this information would affect their professional reputations, since they are not specialised in these topics. However, proprietary directors favour the disclosure of this information in an attempt to reduce the cost of capital and risk perceived by investors, especially in more sustainable companies.


Author(s):  
Amit Majumder ◽  
Ruma Bhattacharyya

In microfinance literature, the term governance first appeared in 1997 with respect to the relationship between the board of directors and the management of an MFI. A few studies have been made regarding the issues concerning governance and leadership of the MFIs operating in India. The objective of the chapter is to study the governance practices of the major MFIs in India. The study is based on top 50 MFIs as rated by CRISIL. For analyzing governance practices of these selected MFIs, the recommendations of nationally and internationally acclaimed codes/guidelines for good governance have been considered. The study reveals that overall governance practices of MFIs operating in India are not quite satisfactory. Although a few MFIs have appointed a few independent directors in their board, yet the majority of the boards of these MFIs are dominated by the promoter groups. Regarding formation of board committees a few MFIs had shown a commendable performance where the majority have been lagging behind.


2016 ◽  
Vol 8 (1) ◽  
pp. 195 ◽  
Author(s):  
Ahmed Zemzem ◽  
Samir Zouari

<p>The aim of our research is to investigate whether good governance is associated with higher credit rating in Japanese firms. Mainly, this research seeks for the examination of the effect of governance attributes namely those related to the board and ownership structure also quality of information on credit ratings. Empirical analyses are conducted from a sample of 75 Japanese firms listed on Topix 100, over the period 2006- 2013 using <em>Ordered Probit</em> regression. The study shows that good governance is associated with higher credit rating and suggests that active monitoring by independent directors and better disclosure mitigate agency conflicts and protect the interests of debtholders.</p>


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