Taking (and Sharing Power): How Boards of Directors Can Bring About Greater Fairness for Dependent Stakeholders

One of the ways in which scholars have sought to broaden the discussion of the social responsibilities of corporations and their managers is through the development of the stakeholder concept. The primacy of shareholder interests in corporate‐governance processes and managerial action is, however, a myth that justifies all sorts of managerial self‐interest seeking and exploitation of particular stakeholder groups. What makes this myth particularly problematic—from the standpoint of fairness and corporate governance—is that not all nonshareholder stakeholders are equally situated with regard to their ability to secure fair treatment. In this article, I explore the ethical dimensions of board responsibilities to dependent stakeholder groups by first describing the differences between shareholders and nonshareholder stakeholders with regard to risk, examining why dependent stakeholders (stakeholders with legitimate and urgent claims, but no power) are particularly important from the standpoint of stakeholder risk, and discussing how stakeholder consultation might provide a partial fix to such problems. I will conclude with proposals for how boards can more faithfully discharge their ethical responsibilities to dependent stakeholder groups, and in so doing facilitate stakeholder involvement in corporate governance in ways that promote fairness in organization–stakeholder relationships.     

Corporate governance and corporate social responsibility: lessons from the land of OZ

Australia corporate boards and senior management have been spirited from the Land of Milk and Honey (profit) to the Land of OZ. They are to embark on a journey, following the “yellow-brick road”, a proverbial path to a promised land of one’s hopes and dreams, in order to find brains, a heart and courage. The effect of new regulations introduced in Australia to curtail corporate misbehaviour is detailed by storytelling. The Wizard of OZ is the title of a story written by L. Frank Baum and published in 1899. In 1939, Metro Goldwyn Mayer Studios made a movie of the story. I have used The Wizard of Oz to argue that corporate boards and senior management need to make decisions using a balance of intellect (brains), emotionality (heart), and a sense of purpose (courage). The inspiration for using Baum’s story, as an analogy for the transformation needed in corporate boards and senior management, comes from Biberman and Whitty (Journal of Organisational Change Management 10(2):130–188, 1997). This research is based on interviews with Board members and non-executive directors from five companies listed in the Business Review Weekly (BRW) Top Twenty-five Companies in Australia (2007) and a range of secondary data sources. The financial and reputational success of the organisation and its members is out of balance with the human and social costs and benefits. Respondents confirmed that board members and senior management should willingly provide information about the corporation and its activities to its stakeholders, that information and data should be transparent, the true extent of director remuneration should be revealed and that financial reporting should be true and accurate. Board members and senior management can be assisted to operate in a way that observes socially responsible values and balances the obligation for profit maximisation with corporate social responsibilities (CSR). This study provides steps that organisations can take to achieve a balance of intellect, emotionality and sense of purpose and therefore realise their corporate social responsibility. The results of this empirical and secondary research suggest a method that may be used to make board members and senior managers more aware of their corporate social responsibilities and curtail corporate misbehaviour where the introduction of a range of new regulations has had little effect.     

Improve Board Effectiveness: the Need for Incentives

Roberts, McNulty and Stiles (2005) focus on the attitudes and behaviours of non-executive directors in their recommendations for improving board effectiveness. This paper addresses the importance of providing incentives for non-executives in order to improve board effectiveness. It first points out that the current norms and practices in corporate governance suggest that, without strong incentives, non-executive directors are unlikely to become engaged in corporate governance, to challenge executive decision, and to remain independent of executive influences. It then proposes that, for non-executive directors to develop the attitudes and behaviors recommended by Roberts, McNulty and Stiles, it is important to require them own a significant amount of company stocks over a long period of time. It also addresses some concerns regarding the use of stock ownership to improve the effectiveness of non-executive directors in corporate governance.     

The changing role of the supervisory board chairman: the case of the Netherlands (1997–2007)

Over the last ten years, the corporate governance context in most Western countries has changed as a result of irregularities, increased regulation, heightened societal expectations and shareholder activism. This paper examines the impact of the changing context on the role of chairmen of supervisory boards in the Netherlands. Based on a combination of thirty semi-structured interviews with board members of leading Dutch corporations and secondary data on the position of supervisory board chairmen at the top-100 listed firms in the Netherlands, the study reveals that board chairmen have become increasingly involved in both their control and service roles. While the demographics (i.e., age, tenure, gender and nationality) of chairmen have hardly changed over the last decade, chairmen are spending considerably more time on boards and committees, have reduced the number of board interlocks and have become more active on the forefront of the corporate governance discussion. The paper highlights several implications for scholars and practitioners.     

Ex-post governance in joint ventures: Determinants of monitoring by JV boards of directors

Considerable advances have been made in corporate governance research in recent years and opportunities exist to consider these developments within alliances. We extend the “scope of operations” hypothesis to the domain of joint ventures. This proposition suggests that the monitoring carried out by boards increases when organizations become more complex. The inherent characteristics of JVs generate unique sources of complexity that are currently unexplored in the corporate governance literature. First, we seek to determine their influence on monitoring by using primary data on JV board monitoring. Second, we adopt the size of JV boards as a proxy for monitoring in order to examine whether the determinants of board size and monitoring in fact coincide and to reveal if certain effects are masked by using board size as a simple proxy for monitoring. Doing so enables us to investigate the black-box of what boards actually do as well as extend governance research to other organizational forms. Our findings confirm that the unique characteristics of JVs influence the information needs by the boards resulting in more monitoring by JV directors. Our findings show there is value in bridging alliance theory and the literature on corporate governance research. We also advance practitioner's understanding by providing suggestions on how to structure JV boards in relation to their complexity.     

The impact of the board of directors characteristics on corporate performance and risk-taking before and during the global financial crisis

Over recent years, the effectiveness of good corporate governance practices has received considerable attention by the financial literature. In the current global finance crisis, several practitioners, academic and regulators argue that mechanisms of corporate governance have not served their purpose to safeguard equitably the interest of stakeholders, increasing the corporate risk-taking without proper management. This research contributes to the empirical literature, analyzing the impact of board characteristics and the capital structure on corporate performance and corporate risk-taking, in two different economic contexts: in an economic growth and in an economic recession. The methodology implemented takes into account the bidirectional causality and addresses endogeneity problem using a simultaneous equations system with three-stage least squares estimation method. The results show that the effectiveness of the board is sensitive to the economic period and the capital structure leads to reduce the levels of corporate risk-taking during the crisis. This research suggests that good corporate governance mechanisms should mitigate excessive corporate risk-taking and protect the interest of stakeholders in both periods: before and during the global financial crisis.     

The Performance of an NHS Trust Board: Actors' Accounts,Minutes and Observation

The corporate board is a common feature of both private sector and public sector enterprises. The roles undertaken by boards are therefore a significant area of interest for writers on organizations. This paper makes two contributions to the study of corporate hoards. First, it presents the results of an intensive study of the performance of the board of directors of a first wave National Health Service (NHS) Trust based on three sources of data: actors' accounts; minutes; and observation. This study concludes that the board has made only a marginal contribution to the governance of the Trust. Second, it provides a critique of the three methodological approaches which are available to researchers undertaking such studies and argues that most reported studies of boards are unreliable as they are based on only one, or at best two, of the three available sources of data.     

The role,power and influence of company chairs

This paper develops an analytical framework to depict the heterogeneity that characterises the role of board chair and demonstrate the potential variability in how chairs operate boards and exercise power and influence on strategy, control and resource related tasks at board level. Theories of power and influence, as applied to top management teams and boards of directors, are explicated within the context of contemporary governance practices that are establishing the role of the board chair as distinct to that of the chief executive officer. Specifically, the paper maps sources of power and varying contemporary chair practices, including chair nomenclature (i.e. executive vs. non-executive chairs), chair origin (insider vs. outsider) and chair time (full-time vs. part-time). A number of theoretical chair-power models emerge from this analysis and are subject to empirical analysis using data collected from 160 chairs of 500 FTSE-listed companies. Theoretically and empirically, the paper complements structural approaches to studying boards with attention to behaviour on boards. By linking board structure, board process and the exercise of influence, the study reveals both differences amongst chairs in how they run the board, but also that chairs’ differ in the influence they exert on board-related tasks. Full-time executive chairs exert their greatest influence in strategy and resource dependence tasks whereas part-time, non-executive chairs seem to exert more influence over monitoring and control tasks.     

Corporate governance and social norms during financial crisis: evidence from France and Saudi Arabia

The resistance to financial crisis and compliance with social norms and effectiveness of corporate governance mechanisms is considered recently as a good matter of concern. Focusing on differences between French and Saudi firms, we examine the effect of (1) board of directors, (2) audit committee, (3) compliance with Corporate Social Responsibility activities, (4) compliance with Shariah principles on financial volatility during subprime crisis of 2007. We find that larger boards, larger audit committees, independent members on boards and audit committees are related negatively to financial volatility. The result supports corporate governance theory which suggests that corporate governance variables outlined provide effective of monitoring of the management thereby enhancing firm’s resistance to financial crisis. In addition, we find that compliance with CSR alone does not explain the financial volatility. Its concert with corporate governance variables is necessary. This result supports stakeholder theory which argues that companies compliant with CSR activities in their business strategy and have larger boards and audit committees, and independent directors on boards and audit committees resist more financial downturns and any economic shock. Furthermore, we find that compliance with Shariah norms plays a significant role in protecting shareholder interests, improving functioning of corporate governance mechanisms and affect positively the resistance of Saudi firms to financial crisis.     

The making of active boards in Swedish public companies

Boards of directors are a vital part of corporate governance systems. In the on-going discussion about the development of national corporate governance systems, however, little interest has been given to the issue of how and why board behavior changes over time. In this article, we use an institutional approach and study the development of board behavior in Sweden between 1994 and 2004 and if it is affected by board composition and board network characteristics. In order to do so, we introduce the constructs of board activities, i.e. what the boards do, and board involvement, i.e. when in the decision process they get involved. Findings show that range of board activities and board involvement have increased drastically during this period, which indicates a change in the logic of appropriateness of Swedish board behavior. There are robust indications that new types of actors affect activities and involvement positively, as do board interlocks, whereas network centrality affects activities and involvement negatively.     

外资参股、董事会特征与商业银行经营绩效——基于中国121家商业银行的实证分析

董事会是公司治理的核心，本文首次从外资股东参与董事会治理的视角，在运用固定效应模型和手工收集面板数据的基础上，使用分组比较研究方法，实证检验了2007-2016年121家商业银行外资参股、董事会特征与经营绩效的关系，结果发现引入外资参股的商业银行中：（1）董事会规模、非执行董事占比、董事会会议频率、专业委员会数目均与经营绩效之间存在显著正相关关系；（2）董事会中外资董事占比的增加，董事会规模、董事会会议频率、专业委员会数目与经营绩效之间的正相关关系均会显著减弱，然而非执行董事占比与经营绩效之间的正相关关系则会显著增强。据此，本文建议商业银行引入外资参股后：（1）应鼓励外资参与董事会治理，适当扩大董事会规模；向外资股东提供适量的非执行董事席位；适度增加董事会会议频率；积极完善专业委员会体系。（2）控制董事会中外资董事占比的不合理增加，确保外资董事与独立董事之间的实质性独立。     

Corporate boards, audit committees and voluntary disclosure: evidence from Italian Listed Companies

This paper investigates the interplay between governance and disclosure in an agency setting, featured by concentrated ownership and high insider shareholders representation in the board. In this context, agency conflicts happen between large controlling shareholders and minority outside investors, with risks of private benefits exploitation. We regressed a voluntary disclosure index on seven governance variables related either to the board structure and functioning. The empirical evidence is provided by the Italian stock market. Our results suggest the presence of a complementary relationship between governance and disclosure. Diligent monitoring activity is associated with greater transparency to the outside. The findings are consistent with the view that internal and external control tend to be present at the same time, since the presence of one of them reduces the incentive for the controlling shareholders to limit the other. The empirical evidence also show that larger boards are not detrimental to outside shareholders, with regard to voluntary disclosure. The study can contribute to the understanding of the relationship between governance and disclosure in a particular agency setting. They might be of interest to practitioners and regulators, insofar as they are consistent with calls for more disclosure requirements in this agency setting.     

Social movement spillover: Barriers to board gender diversity posed by contemporary governance reform

Managerial oversight is strengthened and firms' strategic performance improved when boards are gender-diverse. Yet the rate of women's appointment to corporate boards is decelerating. This study proposes an explanation for the unexpected attenuation rooted in social movement dynamics, particularly cross-movement influences originating from the contemporary governance reform movement. Seeking to alleviate managerialist tendencies, the governance reform movement has compelled major changes to board structure, composition, and activity, as well as the broader logic surrounding corporate boards. By definition, social movements' cognitive and structural advances manifest “spillover” effects – unintentional impacts affecting the opportunity structure, and ultimately progress, of neighboring campaigns. Drawing on social movement theory, a conceptual model is outlined explicating the mechanisms by which governance reform's broad enactments have incidentally impeded board gender diversity's advance. Theoretically-grounded strategies for reversing those effects are also outlined and the study closes with a discussion of implications for research, practice, and policy.     

Board governance of Strategic Change: An assessment of the literature and avenues for future research

Boards of directors play a central role in governing corporate strategic change. We systematically review corporate governance research on strategic change published over the past 40 years, differentiating between strategic change types and board characteristics. We identify three developments: a focus on specific strategic change types, board composition and structure, and North American listed firms as a dominant study context. Yet, our analysis of the literature shows that research on board governance of interrelated strategic changes, on different board roles and behaviour, and on the governance of strategic changes across different contexts remains underdeveloped. To address these research gaps, we suggest three future research avenues: (1) examining how boards govern interrelated changes in a strategic change portfolio and its evolution over time; (2) studying the mediating relationship between board governance (particularly different board roles and behaviour), strategic changes, and corresponding outcomes; and (3) gaining a better understanding of the role of context in board governance of interrelated strategic changes. We contribute to corporate governance research by developing a framework that synthesizes extant research on the relationships between different board governance variables and strategic change types, highlights important research gaps, and outlines several future research directions to address these gaps. Our framework and literature overview serve as analytical tools to examine whether boards are well-designed and prepared to govern multiple and interrelated strategic changes.     

Die Rolle des Bilanzrechts in der aktuellen Corporate Governance-Diskussion

This paper discusses the role of accounting and auditing and its regulation in the current debate over good corporate governance. Part I addresses the functional relationship of accounting and corporate governance and the extent to which the goals of accounting and auditing on one hand and of corporate governance on the other hand converge. Part II discusses the ways in which specific substantive and formal or procedural features of accounting and auditing are designed to foster the goals of good corporate governance. Finally, part III presents a number of regulatory steps taken recently in order to enhance efficiency of accounting and auditing as devices to promote good corporate governance. It becomes evident that despite strong emphasis on information and disclosure as core functions of accounting, the original and prime function of accounting is self-information and self-account, particularly with regard to corporate governance, as has been evidenced by recent attempts of regulators to exploit self-information and self-account functions of accounting in the context of risk-management and the relationship between accountant and supervisory board. From a regulator’s perspective this recent development is of particular interest since after a long period of focusing on transparency and disclosure the classical technique of material regulation is back in the center or legislative attention.     

Director tenure and contribution to board task performance: A time and contingency perspective

Director tenure is a topic of great interest in the corporate governance debate. Researchers try to assess the effects of tenure on director contribution, board effectiveness and firm performance. Regulators, corporations, and institutional investors advocate for term limits for outside directors to reduce the risks of impaired governance. Despite the burgeoning interest, there is lack of consensus on the mechanisms shaping directors' contributions over time. We argue that next to the ‘loss of independence’ and ‘knowledge acquisition’ hypotheses, respectively predicting a negative and positive effect of tenure on task performance, socio-cognitive and behavioral approaches elucidate the way in which directors' contributions rise and decline with time. Using a multiple case study approach, we document wide variability in directors' contributions at similar levels of tenure. We find this is due to a series of contingencies including whether directors are novice or experienced, the frequency and nature of board interactions, and the relative power of a director. This variability is particularly clear in longer serving directors for whom we find polarizing results: while some grow stale in the saddle, others sustain high levels of contribution despite extreme tenures. The latter finding is at odds with agency-based assumptions and general predictions from the literature. Overall, our study offers a tentative explanation as to why setting an ‘ideal’ tenure for outside directors has proven so difficult and encourages boards and policy makers to consider the influence of director-level features as well as board dynamics in shaping directors' contributions.     

Corporate governance and board accounts: exploring a neglected interface between boards of directors and management

There is an absence of research about what information boards of directors have access to and how they use that information. The purpose of this paper is to explore and theorize about the content and use of information to boards of directors. The paper introduces and elaborates on the concept of ‘board accounts’, which is defined as the information supplied to boards of directors by top-management. The paper locates the board accounts in the Swedish institutional setting and demonstrates how the concept can be operationalized in an empirical setting. On the basis of a unique material of archived board records in a Swedish company, the paper explores the board accounts over a period of 10 years (1989–1998). It is found that while use of the board accounts in the case study company changes considerably over time, the content of the board accounts remains largely unchanged. This raises questions about where and when directors receive information, the reliability of the information in the board accounts, and recent attempts to integrate corporate governance and management accounting (CIMA, Performance reporting to boards: a guide to good practice, 2003; CIMA strategic scorecard: boards engaging in strategy, 2005; Seal, Management Accounting Research 17(4):389–408, 2006). Finally, the paper discusses the merits of historical archive-based approaches in this field and possibilities for future research.

The Cadbury Committee recommendations on corporate governance – a review of compliance and performance impacts

In December 1992, the Cadbury Committee published their Code of Best Practice. The recommendations, which largely reflected perceived best practice at the time, included separating the roles of CEO and chairman, having a minimum of three non-executive directors on the board and the formulation of audit committees. The Code also advocated that a more active role be taken by institutional investors in the promotion of good practice in corporate governance. This paper discusses how agency problems may be (partially) resolved by corporate governance, reviews the evidence on compliance with the Cadbury Code and examines the relationship between board structure and firm performance, looking for evidence that the Code has enhanced board performance. While there is no empirical evidence of an association between board structure and firm value, there is some evidence that compliance with the Cadbury recommendations enhances board oversight with respect to the manipulation of accounting numbers and the discipline of the top executive.