scholarly journals Directors’ Decision-Making Involvement on Corporate Boards

2020 ◽  
Vol 12 (7) ◽  
pp. 72
Author(s):  
Seoyoung Kim

Using the full set of committee memberships for the directors of Fortune 100 firms (which I collect from annual proxy statements), I introduce a measure to capture the extent of a director’s involvement in discussion and decisions that affect corporate strategy. I document substantial variation in directors’ decision-making involvement both within and across boards, and I provide evidence that this more nuanced yet systematically available measure yields more powerful and better specified tests in examining the link between board composition, accounting performance metrics, and shareholder value. Overall, I argue that incorporating these differences in decision-making power has important implications for studies in corporate governance.

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Pat Auger ◽  
Timothy M. Devinney ◽  
Grahame Dowling

PurposeOne of the hallmarks of strategizing is having a clearly articulated vision and mission for the organization. It has been suggested that this provides a compass bearing for the organization's strategy, helps in motivation, commitment and retention of employees, serves as a guide to internal sensemaking and decision-making, has a potential performance effect, helps establish the identity of the organization and positions its desired reputation. The compass bearing role is important because it guides the selection of the goals and strategic orientation of the organization which in turn shapes its overall strategy and much of its internal decision making. The inspirational role is important because it helps to motivate and engage employees and other stakeholders.Design/methodology/approachThis study provides a more rigorous indication as to whether employees can, in the first instance, recognize and distinguish their corporate and environmental strategy from that of their competitors within their own industry and random other companies from other industries. This first issue addresses, to a degree, if and why, such strategic communiqués are effective inside a range of different organizations. Secondly, the authors examine whether there are any specific individual level effects that could explain variations in these responses. Finally, the authors examine the extent to which the recognition rates the authors observe, relate to how employees are rewarded through appraisals, promotions and salary increases. This helps in the authors’ understanding of the role of hard incentives versus soft motivations. The authors’ approach to assessing employee knowledge of their organization's strategy is unique. Rather than survey employees about their knowledge, the authors use a matching study and a discrete choice measurement model to assess if they can recognize their organization's strategy from those of their competitors and some other randomly selected organizations. This approach allows us to mitigate social desirability and common method biases and directly estimate the underlying behavioral model being used to assess their organization's strategy.FindingsOverall, the authors found that few employees could correctly identify their corporate strategy statements. In the case of corporate strategy statements, the authors find that, on average, only 29 percent of employees could correctly match their company to its publicly espoused corporate strategy. When the authors look at the environmental sustainability strategy of the firm, this is worse overall, with individuals doing no better than random on average. When the authors look at company training and communication practices across the realm of different strategies, the authors see a number of factors leading to the general results. First, most of the authors’ respondents could not recall a significant effort being given to communication and training by their employer. Indeed, most communication/training is simply related to having documentation/brochures available. Second, respondents indicated that more effort is put into communicating corporate strategy to employees in a more systematic manner than communication about environmental/corporate social responsible (CSR) strategy. Third, the authors see that individuals are evaluated more on and give more weight to, evaluations relating to their ability to meet individual/group financial and market performance metrics (targets) and work as a team than their involvement in environmental and social responsibility programs. Finally, the employees studied seemed to be more confident in understanding the corporate strategy. When asked to put their corporate strategy into words – a task the authors asked respondents to do after the matching phase of the study – 40% of participants did so for the corporate strategy but only 14% did so for the environmental strategy and seven percent for the CSR strategy.Practical implicationsThe primary implication of the study is that the values-mission-strategy logic of strategic motivation seems to have limited validity and with respect to the view that employees are a vector of corporate strategy. It is hard to argue that employees can be a vector for something they cannot recall or even distinguish between.Originality/valueThe study is unique in terms of (1) asking the very simple question of whether employees internalize their company's strategies and (2) in the methodological approach to examine employee knowledge and informativeness.


2009 ◽  
Vol 9 (3) ◽  
pp. 326-338 ◽  
Author(s):  
Rookmin Maharaj

PurposeThis paper aims to use the argument that formal regulations alone may not be the defining factor in improving corporate governance and the decision making process of the BOD.Design/methodology/approachBased on 20 semi‐structured interviews with board chairs, members of corporate boards, CEOs, and upper/executive management at 12 Canadian companies, a bird's eye view is taken from the top. A content analysis of the interviews was performed. a clear picture about the interaction and behaviour of directors emerged. Subsequently, three objectives that are required for effective decision‐making were developed: knowledge; motivation; and transmission channels/internal control. The analysis offers three critical objectives, which all boards should endeavour to accomplish.FindingsThese interviews demystify board process and provide the bases for three critical objectives for effective corporate governance: ascertain and embellish the knowledge base of directors; motivate directors to share and gather information; and ensure clear and fluent transmission channels exist.Practical implicationsThe usual board measures such as CEO duality, insider and outsider ratio, number of board members and directors' share ownership may not be the only critical determinants of board effectiveness.Originality/valueConventional notions of decision making have neglected key human faculties and individual characteristics that combine to determine organizational outcomes. This paper fulfils a need for research in the area of board processes and board decision making and provides a roadmap to improve corporate governance within organizations.


2019 ◽  
Vol 20 (4) ◽  
pp. 526-542 ◽  
Author(s):  
Zahid Irshad Younas ◽  
Christian Klein ◽  
Thorsten Trabert ◽  
Bernhard Zwergel

Purpose Corporate governance is a crucial factor when considering excessive corporate risk-taking. Since corporate boards play such an important role in corporate governance, the purpose of this paper is to empirically examine the impact of board composition and further board characteristics on excessive corporate risk-taking. Design/methodology/approach This study investigates listed firms from Germany and the USA from 2004 to 2015 based on data from Thomson Reuters Data Stream. The authors apply the fixed effect and random effect estimation method to demonstrate the impact of board composition on corporate risk-taking. Findings This study provides empirical evidence that an increase in the proportion of independent directors is associated with less corporate risk-taking. These effects are stronger among German firms. Lastly, the effects of board size and audit committee effectiveness (AUCE) on risk-taking have mixed results. Research limitations/implications The results favor continued efforts to strengthen the composition of corporate boards and improve the effectiveness of audit committees to curb unhealthy corporate risk-taking. The recommendations from the research will provide regulators and corporate management with the necessary information needed to design an appropriate independent board structure, and board size (BOSI). The research will, furthermore, fortify the indispensability of financial experts on audit committees. Originality/value This study contributes to the agency theory debate with these findings. Stronger board independence enables a better monitoring of the CEO, which leads to decision making based on a more appropriate level of risk.


Author(s):  
Halil Kaya ◽  
Gaurango Banerjee

The paper examines the Sarbanes-Oxley (2002) Acts immediate impact on board composition and characteristics as well as possible reversals in its impact over time. Effects on directors age and tenure are analyzed over the 2001-06 sample period. Female participation in corporate boards is also studied in the pre-SOX and post-SOX periods. The dual roles of directors in being a member of the board as well as serving as either CEO, CFO, Chairman, Co-Chair, Founder, or Lead Director of their respective companies is also examined. We observe a short-term impact of SOX on board compositions due to changes seen in board characteristics between 2001 (pre-SOX), and 2003-05 short-term period (post-SOX). Also, we observe a reversal of board characteristics in 2006 to pre-SOX levels implying that the effects of SOX on board composition were short-lived, and needs to be monitored over time to ensure adherence to corporate accountability guidelines over the long-term.


Author(s):  
Simon Deakin

The debate over corporate governance is skewed by the common misunderstanding that shareholders are the owners of companies, and are entitled to have them run in their interest. The legal model of the firm is more nuanced, seeing the corporation as a complex entity characterized by co-operation between the suppliers of capital and labour, with a co-ordinating role for management. The elevation of shareholder primacy as a focal point for corporate strategy over recent decades is the result of government deferring to financial interests in the making of rules governing takeovers and board structure. Reversing financialization, and the negative impact it is having on social cohesion and innovation, will require a new legislative framework for corporate governance, with a greater role for employee voice and a reorientation of investment priorities.


Author(s):  
Matthias Raddant ◽  
Hiroshi Takahashi

AbstractWe analyze the ties between 4000 Japanese corporations in the time period from 2004 until 2013. We combine data about the board composition with ownership relationships and indicators of corporate profitability. The board network exhibits some clustering, which can partly be explained by ownership relations, and a tendency to form ties to other corporations from the same sector. Connectivity in the board network (corporate board interlocks) and ownership network (shareholdings) does have an influence profitability. Firms that are linked to peers with above average profitability are more profitable than firms in other relationships. Hence, network effects partly explain why board interlocks and ownership ties are not always beneficial.


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