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.

Does one hat fit all? The case of corporate leadership structure

Recent corporate scandals have led to renewed campaigns for governance reforms, including calls for the separation of CEO and chairman positions. This paper argues that this trend ignores the possibility that differences in firm characteristics determine the appropriateness of separating or combining the two positions. I propose and test hypotheses on the determinants of leadership structure using a sample of 1,883 firms. I find that organizational complexity, CEO reputation, and managerial ownership increase the probability of CEO duality. I also find that whether CEO duality benefits or hurts the firm is contingent on firm and CEO characteristics. These results suggest that firms do consider the costs and benefits of alternative leadership structures, and that requiring all firms to separate CEO and chairman duties may be counterproductive.

Monitoring the monitor: Enabling strategic change when the former CEO stays on the board

Firms often retain their former CEOs on the board after succession to benefit from the former CEOs’ firm-specific expertise. However, their presence can inhibit successor CEOs from implementing meaningful strategic change, as the former CEOs seek to preserve their personal legacy and may see the strategic landscape differently, especially when the successor CEO is hired from outside the firm. Using a strategic leadership interface perspective, we propose that board members can alleviate this potential tension and enable strategic change. To test our theory, we focus on a subsample of succession events: when the former CEO stays on board as chair and the successor CEO is an outsider. This scenario is likely to result in strategic tension and cognitive differences between these two organizational leaders. We find that in such situations, boards with a higher proportion of outside directors experience greater post-succession strategic change; we find no effect in other succession scenarios. We isolate legacy conservation as a motivating factor by showing that the effect manifests for divestitures but not for acquisitions.     

企业伦理与领导效率研究--从交易型领导到转换型领导

不同的领导哲学带来不同的领导类型,按照企业领导行为的伦理道德基础和伦理价值目标,企业领导类型主要分为两类,即交易型领导和转换型领导.与交易型领导相比,转换型领导通过建立和谐、发展的伦理环境和实施积极、进取的核心管理行为,不断提高组织领导效率.转换型领导的伦理环境包括个人影响、动机激励、思维启发和员工发展四个方面的内容;转换型领导的管理核心行为主要包括行为反馈、执行训练、管理指导、网络建构、工作委派和情境学习.     

Corporate Governance in Russia:: towards a European, US, or Russian Model?

This article analyzes Russia’s emerging corporate governance system taking into account both foreign and domestic influences. It discusses influences on Russia’s corporate governance from other countries, particularly the US, Germany, and France. Aspects of Russian culture and traditions are then examined to see how they might influence the country’s evolving corporate governance system. Although Russia will continue to be influenced by international standards and systems of other countries, the article concludes that Russian corporate governance will evolve into its own unique model reflecting the country’s traditions, values, and culture. Implications for Western investors are discussed.     

企业文化与组织绩效关系研究

近年来,企业文化对企业经营绩效的影响备受重视,企业文化在企业核心竞争力中的作用也越来越重要。因此,企业文化与组织绩效间关系的研究已成为刻不容缓的课题。本文尝试以中国大陆和台湾两地区的企业为研究对象,实施问卷调查,对所收集的资料进行分析,比较两岸企业文化的差异,并探讨企业文化与组织绩效的关系,最后提出本研究的主要发现与建议。     

The involvement of board of directors and institutional investors in investing in transition economies: An agency theory approach

We investigate the influence of the composition of the board of directors and stock ownership patterns on the decision to enter markets in Central and Eastern Europe. Our findings suggest that board composition alone does not influence the entry decision while firms with less concentrated stock ownership were more likely to enter these developing markets. We also found that while better performing firms were attracted to opportunities in Central and Eastern Europe, firms with poor prior performance and outside dominated boards were also more likely to enter these markets.     

Human resources management and corporate governance: Integration perspectives and future directions

The aim of this article is to investigate, through a systematic review of the literature, what has been studied and published in the international academic literature regarding the integration between human resources management (HRM) and corporate governance (CG).We accomplished it answering two research questions: How has evolved the academic publications regarding the integration between HRM and CG? and Under which theoretical perspectives the integration between HRM and CG has been studied? The research covered the publications from 2000 to 2017, and the analysis comprises 79 articles from relevant international journals. The results revealed the predominance of a shareholder theoretical perspective and the apparent legitimation of HRM as an important variable of CG, but with a secondary position, as consultant or processes provider. Besides exploring and exposing the state of the art in this area of knowledge, through a critical analysis of the literature, this study highlights the gaps in the literature and provides suggestions for future studies.     

Comparison of leadership styles in Confucian Asian countries

The purpose of this study was to examine the overall impact of four leadership styles (charismatic, directive, participative, and supportive) in four Confucian Asian countries, China, Japan, South Korea, and Singapore, by reviewing recent studies conducted in those countries. By reviewing 38 studies selected from 430 studies published between 2005 and 2016, we identify the impact of the four leadership styles in the four Asian countries. We start with the research question and purpose, and then propose criteria for selecting the relevant recent studies followed by a review of cultural heritage and its influence on leadership in the four Asian countries. We summarize and review the studies and, finally, discuss the theoretical and practical contributions of this study.     

Innovation, cultural values, and the management of change in British hospitals

This paper describes the results of a study of innovation in the management teams of 27 UK hospitals. It is argued that the content of innovations provides an accurate representation of the underlying cultural values of the management teams, and the cultural values which they seek to purvey within the wider organizational settings. The authors propose that values in action (as opposed to espoused values) are manifest in the range of innovations introduced by top management within organizations. Using a typology of organizational culture, they categorize the innovations introduced by the management teams, in order to map their underlying cultural values. The results indicate predominant orientations of hospital management teams towards rational goal and hierarchical values in the current context of health care in Britain. Internal climate and service innovations were relatively infrequent, suggesting that the hospitals were dominated by management concern for control rather than flexibility. The costs of such cultural strategies in health service settings are discussed.     

Shareholders’ Voting at General Meetings: Evidence from the Netherlands

We study annual general meetings of shareholders in the Netherlands. The Dutch corporate governance system is characterized by relatively concentrated shareholdings and large stakes owned by pension funds, banks and insurance companies. The legal protection of shareholders is poor due to the presence of takeover defenses, such as certificates, which deprive shareholders from their voting rights. An analysis of the minutes of 245 general meetings in the period 1998–2002 reveals that on average 30% of the equity capital is represented at the meeting. All proposals at the meeting are sponsored by the management and only 9 out of 1,583 proposals are rejected or withdrawn. Our analyses show that pension funds are the most active and critical shareholders at the meetings, while certificates effectively restrict shareholder rights. Our main conclusion is that the general meetings do not provide shareholders in the Netherlands any significant influence on management.     

Board age and corporate financial fraud: An interactionist view

Unlike past studies which have focused on either executives or boards of directors, this study takes an interactionist view to investigate the determinants of corporate financial fraud. We propose that CEOs evaluate the opportunities for financial fraud according to both situational stimuli and their own personal characteristics. As older directors are often more experienced and have more to lose if they fail in their monitoring duties, we expect them to be more capable and to have stronger motivation for monitoring CEOs closely. As such, we propose that a CEO is less likely to engage in corporate financial fraud when the average age of the board of directors increases (i.e., board age). However, when the CEO is older than the board, the CEO may attach less importance to board age when deciding whether to commit fraud. Therefore, we further propose that the CEO–board directional age difference can weaken the effect of board age. Our empirical analyses provide strong support for these hypotheses. Our study contributes to the literature on corporate governance by highlighting the often neglected roles of board age and CEO–board directional age difference in deterring corporate financial fraud.     

Is the German system of corporate governance converging towards the Anglo-American model?

This paper analyses whether the German corporate governance is converging towards Anglo-American practices. We summarise the extant empirical evidence on the various governance mechanisms that economic theory suggests ensure efficiency and describe recent legal developments. We find no clear signs of convergence in form, i.e. the main distinctive features of the German system have remained largely unaltered. However, changes occurred over the last decade (specially in the legal framework) suggest a certain convergence in function, i.e. some governance mechanisms have effectively incorporated aims and/or goals generally associated with the Anglo-American model.

An examination of the ISO 9001:2000 standard and its influence on the integration of management systems

Abstract

Analysis of the literature and examination of the various models of integration and testing in the field, have revealed five key issues relating to management system integration. This paper examines the recently published ISO 9001 : 2000 quality management system standard to see how it addresses these issues, under the headings of compatibility, scope and organizational culture. The examination reveals that while compatibility with the ISO 14001 and OHSAS 18001 standards has been improved in some areas, a different approach and model of a management system has been used. The paper suggests that differences in the scope of the standards are also likely to give rise to different sub-cultures which will hinder integration, and scope and culture are more important than compatibility. This leads the authors to conclude that new models of integration should be based on an approach and definitions which can be used in any management system, as well as an integrated one. Models of an integrated management system should also emphasize the need for no significant differences in the scope of the integrated systems, and a strong culture which supports the main requirements of TQM.     

企业文化内部传播渠道个人感知量表的建构

通过对企业文化内部传播渠道的文献调研和企业访谈获得了量表的初始条目,在预测试和正式测试两个阶段,采用探索性因子分析、相关分析等技术对量表进行了检验和修改,得出了沟通、CEO榜样作用、直接上级榜样作用、同事榜样作用、英雄人物与故事、奖惩、活动七个因子,数据分析结果表明,量表具有良好的同质信度、折半信度、结构效度和预测效度.     

Corporate social responsibility recognition and support for the arts: Evidence from European financial institutions

This research investigates whether financial institutions that have gained a good reputation in relation to their CSR activities also engage in significant corporate support for the arts (CSA). Using a sample composed of the 42 largest listed European financial institutions, data from 2004 to 2013 (i.e., 420 firm-year observations) and manually collected CSA disclosure information, our findings indicate that entities rewarded for their CSR initiatives are also those that engage in significant CSA. We also find that CSA disclosure reported in the social reports of financial institutions is a predictor for the attainment of a CSR award, whereas that reported in annual reports is not. Our findings suggest that annual and social reports have a different informative relevance, at least in relation to CSR initiatives in the form of CSA, for the stakeholders of financial institutions. Thus, our results provide useful insights for companies’ communication strategies showing, for example, that social reports are the best channel to communicate about CSA.     

Achieving styles of Bulgarian managers and politicians: a longitudinal perspective

We explore individual and organizational leadership behaviour in a transitional economy context. Through the instruments of the Achieving Styles/Connective Leadership model (AS/CL), we assess the goal-directed behaviour of Bulgarian managers and politicians who are members of the national Parliament. The study adopts a longitudinal approach since we analyse data collected in 2003 and 2005, and compare it with evidence collected in 1988. The quantitative results reveal that there are no significant differences in the ways Bulgarian politicians have accomplished their objectives in 1988 and in 2003, whereas Bulgarian managers reported a shift in four out of nine achieving styles in 2003 and 2005 compared to 1988. We have found a substantial fit between the individual and the organizational scores, which indicate that Bulgarian managers behave in ways rewarded by their organizations. The results are used to analyse the pace of organizational change within the setting of Bulgarian transitional economy.