Legal Regulation of Anti-takeover Authority of the Board of Directors of the Listed Companies

2019 ◽  
Vol 39 (null) ◽  
pp. 287-325
Author(s):  
Zhang Youmeng(张右蒙)
Keyword(s):  
Board Of Directors ◽  
Listed Companies ◽  
Legal Regulation ◽  
The Board Of Directors

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.

scholarly journals Research on the Influence of the Characteristics of the Board of Directors of Listed Companies on the Growth of the Company

2021 ◽  
Vol 292 ◽  
pp. 02049
Author(s):  
Gao Ruirui
Keyword(s):  
Board Of Directors ◽  
Listed Company ◽  
Listed Companies ◽  
Independent Directors ◽  
Stock Exchanges ◽  
Positive Correlation ◽  
Board Characteristics ◽  
The Board Of Directors ◽  
Dynamic Perspective ◽  
A Share

The board characteristics are an important factor affecting the growth of the company. This paper selects the data of A-share listed companies in the Shanghai and Shenzhen Stock Exchanges during the five-year period from 2014 to 2019, and analyzes whether the board characteristics will affect the growth of the company from a dynamic perspective. The research found that: ① the scale of the board of a listed company has an inverted U-shaped relationship with the company’s growth; ② the proportion of independent directors has a positive correlation with the company’s growth; ③ the director’s salary has a positive correlation with the company’s growth.

scholarly journals Roles of board of directors: Evidence from Malaysian listed companies

2009 ◽  
Vol 5 (1) ◽  
pp. 22-36 ◽  
Author(s):  
Hasnah Kamardin ◽  
Hasnah Haron
Keyword(s):  
Firm Performance ◽  
Board Of Directors ◽  
Firm Size ◽  
Descriptive Analysis ◽  
Listed Companies ◽  
Annual Reports ◽  
Outside Directors ◽  
Test Analysis ◽  
Governance Practices ◽  
The Board Of Directors

This study examines the extent of roles played by the board of directors (BOD) in Malaysian listed companies and the significant differences on the roles based on the company characteristics and board characteristics: firm size, leverage, growth, firm performance (ROA), family controlled companies, and CEO duality. Data are gathered from two sources whereby questionnaires are used to ascertain the extent of BOD participation in the board roles in the financial year 2006 and companies’ annual reports are used to gather financial and board data. Using a sample of 112 companies, descriptive analysis shows that BOD mostly performs greater monitoring roles, other than performance evaluation. Strategy roles focus more on reviewing company’s strategic plan and defining company’s vision. Outside directors are required to focus on protecting shareholders’ interests, provide a balanced view, and have strategic thinking capabilities. The results of t-test analysis indicate that to some extent the roles played by the BOD are significantly different in terms of firm size, firm performance and family companies. The results have some implications to the corporate governance practices.

scholarly journals Social participation in the unified health system of Brazil: an exploratory study on the adequacy of health councils to resolution 453/2012

2021 ◽  
Vol 21 (1) ◽  
Author(s):  
Rita de Cássia Costa da Silva ◽  
Maykon Anderson Pires de Novais ◽  
Paola Zucchi
Keyword(s):  
Health Policy ◽  
Health System ◽  
Board Of Directors ◽  
Monitoring System ◽  
Social Participation ◽  
Legal Regulation ◽  
Unified Health System ◽  
Health Council ◽  
Qualitative Variables ◽  
The Board Of Directors

Abstract Introduction Social participation is one of the guidelines of the Brazilian health system. Health councils are collegiate instances of participation established by Law 8.142/90. The most recent legal regulation for council organization and functioning was established through Resolution 453/2021. The institution of health councils has a permanent and deliberative nature to act in the formulation, deliberation and control of health policy implementation, including in economic and financial aspects. Objective To evaluate the compliance of health councils with the directives for the establishment, restructuring and operation of the councils from Brazil, based on Resolution 453/2012. Methods An exploratory, descriptive study that used the Health Council Monitoring System as a data source. Qualitative variables were selected to identify the characteristics related to the councils’ establishment (legal instruments for establishment), the strategies adopted for restructuring (budget allocation, existence of an executive secretariat, provision of a dedicated office) and the characteristics of the health councils’ operation (frequency of regular meetings, existence of a board of directors, the election of the board of directors). Results The study analyzed three groups of characteristics related to the constitution, strategies adopted for restructuring and the functioning of the councils. Regarding the constitution of the councils, the findings revealed that the vast majority was constituted in accordance with the legislation and, therefore, is in compliance with Resolution 453/2021. In the second group of characteristics that describe the restructuring of councils, the study found that less than half of registered councils are in compliance with the standard. And, finally, in the third group of characteristics, it was found that the boards have adopted different frequencies for regular meetings and approximately 50% of the boards studied have a board of directors. Conclusions The councils still do not meet the minimum conditions necessary to fulfil their role in the Unified Health System (SUS), as stipulated in Resolution 453/2021. This situation requires monitoring by public oversight agencies. Despite the increase in popular participation with the creation of the health councils, this study demonstrated that most councils still do not meet the minimum conditions for monitoring public health policy. The improvement of the Health Councils Monitoring System (SIACS) to become an instrument for monitoring the councils, with the definition of goals and results, may contribute to the organization of the councils and, therefore, to the realization of social participation in Brazil.

scholarly journals Remuneration, risk and performance in Italian companies: An empirical analysis on systems of remuneration in the board of Italian listed companies

2011 ◽  
Vol 9 (1) ◽  
pp. 294-304
Author(s):  
Marco Artiaco
Keyword(s):  
Board Of Directors ◽  
Listed Companies ◽  
Company Performance ◽  
Global Regulators ◽  
Academic Literature ◽  
The Board Of Directors ◽  
Recent Financial Crisis ◽  
And Performance ◽  
The Impact ◽  
The Relationship

The recent financial crisis highlighted the issue of Board of Directors compensation, which had been analyzed by many authors. In fact, there is a vast academic literature on the impact of the compensation of Board of Directors on corporations characterized by the separation of ownership from control. The compensation of Board of Directors has been a subject of debate, also by global regulators like OECD, FSB, Central Bank of Italy and European Commission and many are pushing for an international uniform regulation. This paper aims to investigate the relationship between the board of Directors compensation, the company performance and the risks decided by the Board. The article analyses a sample of Italian listed companies in order to test wether or not the Board of Directors compensation structure could turn into a performance incentive, given the risk taken.

Institutional Investors' Representativeness and Earnings Management

2021 ◽  
pp. 27-45
Author(s):  
Pietro Fera ◽  
Nicola Moscariello ◽  
Michele Pizzo ◽  
Giorgio Ricciardi
Keyword(s):  
Earnings Management ◽  
Board Of Directors ◽  
Institutional Investors ◽  
Negative Relationship ◽  
Listed Companies ◽  
Ownership Concentration ◽  
The Board Of Directors ◽  
Mere Presence ◽  
The Difference ◽  
Institutional Shareholders

In contexts characterized by high ownership concentration, institutional investors may lose their monitoring role and might not be effective in constraining earnings management. So, this study investigates whether directors appointed by institutional shareholders are more effective in inhibiting earnings management for companies with a high ownership concentration, rather than the mere presence of institutional investors. Based on a sample of Italian listed companies, findings suggest a negative relationship between minority directors appointed by institutional shareholders and abnormal accruals, while no relationship is found between the latter and the mere presence of institutional investors. Moreover, results also highlight that the difference between strategic and no strategic institutional investors does not count in a context characterized by high ownership concentration. Overall, this study suggests that institutional investors, regardless of their characteristics, are more effective in constraining earnings management when they can count on an agent on the board of directors.

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