ACRL Nominating Committees Selected

Purpose The purpose of this paper is to examine how information-processing mechanisms between nominating committees (NCs), incumbent executives, board chairs, and shareholders affect the comprehensiveness of executive succession processes. Design/methodology/approach The authors employ an explanatory multiple-case study that comprises eight CEO and CFO succession cases in large German publicly traded firms. Findings The findings reveal that comprehensiveness is determined by four key information-processing mechanisms: the effectiveness of NC’s information sharing, absorbing disagreement, and integrating heterogeneous opinions; board chair leadership (i.e. an apprentice board leadership structure in association with the board chair’s openness to ideas); the breadth and depth of information sharing between executives and NCs; and the extent and timing to which major shareholders influence succession processes. Research limitations/implications The authors summarize the findings in a conceptual framework and develop a set of propositions to guide future research on the topic. Such studies may want to test the suggestions in a quantitative way, preferably in a multinational context. Originality/value The authors’ emerging conceptual framework contributes a set of information-processing variables by which NCs engage in comprehensive executive successions with incumbent executives, board chairs, and major shareholders and offers a multiechelon approach to study executive successions.

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2007 Reports From AERA and Division Nominating Committees

Educational Researcher ◽

10.3102/0013189x035007040 ◽

2006 ◽

Vol 35 (7) ◽

pp. 40-40

Keyword(s):

Nominating Committees

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Corporate governance characteristics of firms reporting internal control deficiencies

Corporate Ownership and Control ◽

10.22495/cocv8i2c3p4 ◽

2011 ◽

Vol 8 (2) ◽

pp. 363-390

Author(s):

Kathleen Rupley

Keyword(s):

Corporate Governance ◽

Internal Control ◽

Audit Committee ◽

Internal Audit ◽

High Growth ◽

Audit Committees ◽

Market Reactions ◽

Sarbanes Oxley ◽

Internal Control Deficiencies ◽

Nominating Committees

From a sample of firms reporting internal control deficiencies (ICD), I compare corporate governance structures to industry, exchange, and size – matched firms. I examine market reactions to reports of ICDs in 8-K filings. Additionally, I examine shifts in corporate governance characteristics since the Sarbanes-Oxley Act of 2002 (SOX). Results indicate that weaker boards, larger audit committees, less independent nominating committees, and high growth companies are associated with ICDs. Market reaction is negative to ICD disclosures when they are associated with controls over revenue. Firms have made changes post-SOX including reduced non-audit services, more frequent audit committee meetings, formation of nominating and governance committees, creation of internal audit functions, and implementation of corporate governance policies.

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

10.1093/oso/9780199934546.003.0006 ◽

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.

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

Accounting Horizons ◽

10.2308/acch.2003.17.4.343 ◽

2003 ◽

Vol 17 (4) ◽

pp. 343-355 ◽

Cited By ~ 53

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.

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