scholarly journals Duties and responsibilities of the nominating committee

2017 ◽  
Vol 15 (1) ◽  
pp. 246-252
Author(s):  
Maria Gaia Soana ◽  
Giuseppe Crisci
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Annual Review ◽  
Banking Supervision ◽  
Strategic Issues ◽  
Board Committees ◽  
Corporate Governance Codes ◽  
Governance Committee ◽  
Nominating Committees

Many corporate governance codes and reports emphasize the importance of creating nominating committees within boards. Focusing on banks, the Basel Committee on Banking Supervision (2015) recommends that boards of directors should create an internal nomination/human resources/governance committee. In this context, we have analysed the presence and main characteristics of this committee in the 30 systemically important banks (G-SIBs). To the best of our knowledge, this is the first paper describing in depth the activities of the nominating committees. Our analysis shows that the nominating committee is often also a “governance committee”. Its main responsibilities towards the full board of directors usually include identifying individuals qualified to become board members, guiding the board in its annual review, reviewing succession plans and, occasionally, monitoring education programs for directors. Most charters also entrust the appointment committee with the role of identifying members, and/or reviewing the composition, of board committees and, in a minority of cases, reviewing the suitability of the charters adopted by each board committee. The nominating committee is also frequently required to oversee for the board corporate governance policies and occasionally required to review policies relating to public/strategic issues, relationships with external entities affecting the bank’s reputation and ESG matters. Many charters also entrust the appointment committee with reviewing/appointing directors to the boards of important subsidiaries (9 out of 29) and reviewing/appointing managers (14 out of 29). The nominating committees of G-SIBs are primarily composed of independent directors. The male gender is the most represented. In 2016, the effective average number of meetings of nominating committees in was seven.

scholarly journals Does Corporate Governance Affect Financial Performance: A Study of Select Indian Banks

2018 ◽  
Vol 8 (4) ◽  
pp. 478-486
Author(s):  
Rekha Handa
Keyword(s):  
Corporate Governance ◽  
Financial Performance ◽  
Small Sample ◽  
Bank Performance ◽  
Panel Regression ◽  
Banking Supervision ◽  
Board Committees ◽  
Governance Practices ◽  
Indian Banks

Need of corporate governance in present times is intense especially when the global instances of corporate failures and mismanagement are many. The eminence and uniqueness of banking firms necessitates the need of rational corporate governance practices more so with the added emphasis of Basel Committee on Banking Supervision. The study attempts to examine the role of board structures in the financial performance of select banks over a time span of 2008-15 in India where banking and governance both have hogged the limelight sadly for not very pleasant reasons. Analyzing a small sample of 70 firm entries through panel regression, the study establishes Chairman-CEO duality, average remuneration of directors, board committees and female directors as significant influencers of bank performance. Certain limitations of the study though challenge the generalization of results but it forms a good basis for further research.

scholarly journals A comparative analysis of the board evaluation in European entities: Italy vs UK

2016 ◽  
Vol 14 (1) ◽  
pp. 578-587
Author(s):  
Donatella Busso ◽  
Alain Devalle ◽  
Fabio Rizzato
Keyword(s):  
Corporate Governance ◽  
Comparative Analysis ◽  
Board Of Directors ◽  
Boards Of Directors ◽  
Size Composition ◽  
The Self ◽  
Self Assessment ◽  
Corporate Governance Codes ◽  
The Board Of Directors ◽  
The Uk

Board evaluation is an evaluation of the performance of the board of directors and its committees, as well as their size, composition and operation. The aim of this paper is to investigate how entities do the evaluation of the performance of the board and how they disclose the self-assessment. We analysed the largest forty constituents of both Italy’s FTSE MIB index and the UK’s FTSE 100 index. The results show that although Corporate Governance Codes’ requirements are similar, implementation of these requirements and the related disclosure continue to show significant differences. The UK companies seem to have a stronger “forward-looking” approach compared to Italian companies. Disclosure provided by Italian companies is too often not enough to enable stakeholder understanding of the process and its outcome. This research contributes to the literature by providing results on the evaluation of boards of directors: regulators, practitioners and researchers must deal with this topic in order to strengthen the rules of corporate governance.

The Impact of Stock Exchange Rules on the Federalization of Corporate Governance

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Government Regulation ◽  
Stock Exchange ◽  
Codes Of Ethics ◽  
Stock Exchanges ◽  
Significant Component ◽  
Board Committees ◽  
Governance Practices ◽  
Nominating Committees ◽  
The Impact

This chapter focuses on the important role that the national stock exchanges play in the federalization of corporate governance. Responding to federal legislative and SEC directives and, at times, acting on their own initiative, the stock exchanges have promulgated meaningful rules that comprise a significant component of the corporate governance landscape. Although technically not government regulation, the national stock exchanges play a central role in the enhancement of sound corporate governance practices and policies. Examples include the emphasis by the exchanges on independent directors, board committees (including audit, compensation, and nominating committees), and corporate codes of ethics. Hence, when addressing the federalization of corporate governance, stock exchange regulation is to be given prominent status.

Likely Effects of Stock Exchange Governance Proposals and Sarbanes-Oxley on Corporate Boards and Financial Reporting

2003 ◽  
Vol 17 (4) ◽  
pp. 343-355 ◽  
Author(s):  
April Klein
Keyword(s):  
New York ◽  
Corporate Governance ◽  
Financial Reporting ◽  
Boards Of Directors ◽  
Stock Exchange ◽  
Historical Context ◽  
Audit Committees ◽  
Corporate Boards ◽  
Sarbanes Oxley ◽  
Nominating Committees

One of the primary aims of the Sarbanes-Oxley Act of 2002, the New York Stock Exchange, and the NASDAQ corporate governance proposals is to improve the reporting systems for publicly traded companies. Many of the exchange proposals redefine the composition and duties of firms' boards of directors and their compensation and nominating committees. Sarbanes-Oxley places new duties on audit committees and provides oversight and restraints on public accounting companies. This paper describes many of the exchange proposals and puts them in their historical context. I also present the likely effects of the new corporate governance proposals on future boards of directors and assess their impact on the financial reporting system.

Tools for improving the efficiency of corporate governance at enterprises of rocket and space engineering

2021 ◽  
pp. 14-20
Author(s):  
М.С. Абрашкин ◽  
Н.С. Хорошавина ◽  
М.С. Гусаков
Keyword(s):  
Corporate Governance ◽  
Goal Setting ◽  
Boards Of Directors ◽  
Equity Capital ◽  
Independent Directors ◽  
State Participation ◽  
Legal Forms

Сложившиеся условия развития предприятий ракетно-космического машиностроения требуют переосмысления эффективности их корпоративного управления, подходов к формированию советов директоров и обоснованию привлечения независимых директоров в их составах. Специфика отрасли требует трансформации функции целеполагания, усиления роли экономических результатов над общественными, которые при условии превалирования участия государства в акционерных капиталах выступают доминирующими. По результатам исследования 62 предприятий отрасли удалось установить изменение их организационно-правовых форм в сторону нарастания акционерных обществ, а анализ выборочной совокупности из них позволил установить закономерности в корпоративном управлении и концептуализировать предложения по его совершенствованию. The current conditions for the development of rocket and space engineering enterprises require a rethinking of the effectiveness of their corporate governance, approaches to the formation of Boards of Directors and the rationale for attracting independent directors in their composition. The specifics of the industry require the transformation of the goal-setting function, the strengthening of the role of economic results over public ones, which, given the prevalence of state participation in equity capital, are dominant. According to the results of the study of 62 enterprises in the industry, it was possible to establish a change in their organizational and legal forms towards the growth of joint-stock companies, and the analysis of a sample of them made it possible to establish patterns in corporate governance and conceptualize proposals for its improvement.

Corporate governance and information technology in fraud prevention and detection

2016 ◽  
Vol 31 (6/7) ◽  
pp. 589-628 ◽  
Author(s):  
Sawsan Saadi Halbouni ◽  
Nada Obeid ◽  
Abeer Garbou
Keyword(s):  
Information Technology ◽  
Corporate Governance ◽  
Boards Of Directors ◽  
Senior Management ◽  
Fraud Prevention ◽  
Content Type ◽  
External Auditors ◽  
Detection Techniques ◽  
Significant Difference

Purpose This paper aims to investigate the role of corporate governance and information technology in fraud prevention and detection within the United Arab Emirates (UAE). Design/methodology/approach This study uses a survey of financial accountants and internal and external auditors to assess their perceptions of the effectiveness of IT and corporate governance as measured in terms of the audit committee’s effectiveness, internal audit functions, external audit functions, culture of honesty and employee training programmes in preventing and detecting fraud in the UAE. Findings The results indicate that corporate governance has a moderate role in preventing and detecting fraud in the UAE and that IT has the same role as traditional fraud prevention and detection techniques. The results also show no significant difference between internal and external auditors in their use of technological and traditional techniques during the course of audits. Research limitations/implications The findings suggest that the senior management and boards of directors must better understand the importance of their oversight function. The finding that a culture of honesty has a low positive impact on fraud prevention and detection in the UAE indicates that chief executive officers and boards of directors must make more efforts to set the “tone at the top” to improve the corporate environment in terms of integrity and ethics, among other factors. Furthermore, as IT and traditional techniques provide the same function, senior management and boards of directors must be alerted to the importance of developing systematic approaches to fraud investigation that involve greater reliance on technological approaches. Practical implications The moderate role of corporate governance suggests that senior management and boards of directors must better understand the importance of their oversight function to meet their obligations and fiduciary responsibilities to stakeholders. Furthermore, greater adoption of IT to detect and prevent fraud contributes to developing a systematic approach to fraud investigation, capable of identifying unusual activity using effective software. Originality/value This study contributes to the literature on the role of corporate governance and IT in preventing and detecting fraud, particularly for Middle Eastern countries and other emerging nations. The study may provide insights to academics and practitioners in the UAE and their international counterparts.

scholarly journals How Does Corporate Governance Affect Bank Performance? The Mediating Role of Risk Governance

2018 ◽  
Vol 13 (10) ◽  
pp. 212
Author(s):  
Paola Leone ◽  
Carmen Gallucci ◽  
Rosalia Santulli
Keyword(s):  
Corporate Governance ◽  
Boards Of Directors ◽  
Governance Structure ◽  
Independent Directors ◽  
Risk Governance ◽  
Bank Performance ◽  
Board Size ◽  
Mediating Role ◽  
Risk Committee

This paper aims to investigate how bank governance (board size, board composition, ownership structure) affects performance (ROA), by considering the mediating role of risk governance (presence of a risk committee, the number of meetings of the risk committee in one year, the risk committee size, the percentage of independent directors in the risk committee, and the presence of a chief risk officer). A sample of 31 Italian listed banks is examined over a ten-year period (2008-2017), in order to delineate the changes in corporate governance structure and to catch the effects of the current national and European regulations followed to the financial crisis. Hypotheses are tested by applying a mediation analysis according to the causal steps procedure. The main findings suggest that risk governance fully mediates the corporate governance-bank performance relationship. Specifically, we find that the board size is positively related to the presence of a risk committee and to the number of meetings. The percentage of independent directors on board is positively related to the percentage of independent directors in the risky committee and, in turn, has a positive effect on performance. Finally, the presence of institutional owners is positively related to the presence of a chief risk officer and, thus, to bank performance. Summing up, banks with wider and more heterogeneous boards of directors have better risk management-related corporate governance mechanisms and reach higher performance levels.

Board Diversity and Its Effects on the Functionality of Boards in South Africa

2021 ◽  
pp. 1-23
Author(s):  
Thokozani Ian Nzimakwe
Keyword(s):  
South Africa ◽  
Boards Of Directors ◽  
Information Needs ◽  
Board Members ◽  
Board Effectiveness ◽  
Board Diversity ◽  
Board Committees ◽  
The Impact ◽  
Practical Implications

The structure and composition of the board are determined by the characteristics of an organisation, its environment, and its information needs. If the role of the board is to advise and supervise, this then talks to the relationships that account for its composition so that it may carry out these duties. Boards of directors are now faced with a change in the priority of the functions that must be undertaken by them, with supervision and monitoring being more important than the usual function of administration. The chapter discusses the literature on board diversity, corporate governance, role of the boards of public entities, effectiveness of boards, role of board committees, strategic leadership theory, and the impact of board diversity on board effectiveness. In terms of practical implications, the chapter makes a unique and significant contribution to the functionality of board members in South Africa. The analysis may encourage board nomination committees to seek board diversity beyond the gender and ethnic characteristics of directors.

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