How Many Simultaneous Audit Committee Memberships Are Too Many?

Recent research by Sharma, Sharma, Tanyi, and Cheng (2020) provides new insight into directors serving on multiple public company audit committees. Specifically, they investigate how an individual audit committee director serving on multiple audit committees is related to companies’ cost of equity capital. Their evidence suggests that serving on multiple audit committees is viewed positively by investors up to a certain point, but beyond that point investors become concerned. This turning point, on average, is 3.5 audit committees for retired directors and 1.5 audit committees for directors in full-time employment. These results have implications for numerous stakeholders including investors, proxy advisors, boards, nominating committees, stock exchanges, and policymakers. They also have implications for future research.

Should Audit Committee Directors Serve on Multiple Audit Committees? Evidence from Cost of Equity Capital

SUMMARY We find a significant negative association between cost of equity and audit committee directors' simultaneous service on multiple audit committees (ACNUM). However, this association is not linear, as we find that cost of equity begins to increase when ACNUM is 1.50 for non-retired directors compared to 3.50 for retired directors. Further analyses reveal the negative association is more pronounced when a firm's information environment is strong and widely used firm-level measures of multiple directorships are not related to cost of equity. The evidence we present is consistent with the notion that investors positively perceive audit committee directors' service on multiple audit committees, but only to the extent such service does not undermine directors' ability to effectively discharge their governance responsibilities. Our study informs policymakers, boards, and nominating committees and advances the literature on multiple directorships, audit committees, and cost of equity. JEL Classifications: G12; G14; M40; M41. Data Availability: All data are publicly available from sources identified in the text.

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

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.

Got a plan in the pipeline? Nominating committee’s information processing in executive successions

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.

Shareholder Elections of Audit Committee Members

SUMMARY Voting in directors' elections is one of few mechanisms by which shareholders can influence corporate governance choices. We study elections of directors who serve on the audit committee (AC), a topic receiving little attention in past work. Our results show that AC members, especially those who do not serve on the compensation or nominating committees, receive greater shareholder support than other independent board members. We further find that among AC members, more qualified members, in terms of accounting expertise, receive greater support, while AC chairs without such expertise receive lower support. In addition, when the AC is less effective in monitoring the financial reporting process, its members receive lower shareholder approval, while other independent board members are less affected by these same financial reporting factors. Finally, when the AC is less effective, all of its members receive lower support, irrespective of their expertise or position within the committee.

Defining and selecting independent directors

Drawing from the Enlightened Shareholder Theory that the author first developed in 2011, this theoretical paper with practical and normative ambitions achieves a better definition of independent director, while improving the understanding of the roles he fulfils on boards of directors. The first part defines constructs like firms, Governance system and Corporate governance, offering a clear distinction between the latter two concepts before explaining the four main missions of a board. The second part defines the ideal independent director by outlining the objective qualities that are necessary and adding those subjective aspects that have turned this into a veritable profession. The third part defines the ideal process for selecting independent directors, based on nominating committees that should themselves be independent. It also includes ways of assessing directors who are currently in function, as well as modalities for renewing their mandates. The paper’s conclusion presents the Paradox of the Independent Director.