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 gender composition of corporate boards: A review and research agenda

In recent years, the composition of boards and, particularly, the inclusion of women on boards has attracted significant scholarly interest and public debate. In this article, I comprehensively review the academic literature on board gender composition. Using the systematic review method, I ask whether women directors really are different from men on boards, what factors shape board gender composition, how board gender composition affects organizational outcomes, and finally, why board gender quotas and other forms of regulation are introduced and what outcomes can be expected. Based on my findings, I develop a conceptual framework that clarifies the causal processes underlying both women's access to boards and the effects of women's presence on boards. Finally, I offer a research agenda designed to enrich our understanding of board gender composition.     

Utilitarian,managerial and relational theories of corporate social responsibility

Concepts and theories of corporate social responsibility (CSR) have been examined and classified by scholars since the mid‐1970s. However, owing to the evolving meaning of CSR and the huge number of scholars who have begun to analyze the issue in recent years fresh efforts are needed to understand new developments. Since there is a great heterogeneity of theories and approaches, the task remains a very hard one, mainly because heterogeneity derives from multi‐disciplinary diversity. The criterion for selection is to consider the role that theorists confer to the firm. Following this idea, three groups of theories have been discerned: (1) the utilitarian group, in which the corporation is intended as a maximizing ‘black box’ where problems of externalities and social costs emerge; (2) the managerial category, where problems of responsibility are approached from inside the firm (internal perspective); (3) relational theories, or those in which the type of relations between the firm and the environment are at the center of the analysis. The three perspectives allow the reader to understand the most significant differences between the various theories of CSR. The objective is to classify the theories and to draw a map in which group specificities can be made available. This allows scholars to reach a better understanding of corporate–society relations, and enhances developments both in theoretical and empirical terms.     

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.

Women on boards and bank efficiency in ASEAN-5: the moderating role of the independent directors

Corporate governance codes around the world promote women’s presence in corporate board. The extant literature suggests women directors contribute to improve monitoring and advisory role of the board. This study aims to examine the role of independent women directors in improving banks’ efficiency. Using 102 commercial banks from ASEAN-5 countries for a period of 1999–2012, we run generalized method of moments models to test the relationship between the variables. Our results show that banks with independent women directors on board contribute significantly to the bank’s efficiency level. Contrary to the literature, we found that the appointment of women directors or independent directors alone does not significantly enhance banks’ efficiency. The result suggests that women directors are more effective on boards if they are also appointed as independent directors. This finding implies that a combination of corporate governance mechanism is more powerful than relying on a single element of corporate governance.     

Creative and innovative behaviours of corporate directors: an elusive role of task-related conflicts

The aim of the present work is to examine corporate directors’ boardroom interactions associated with conflicts as well as creativity and innovation phenomena. In line with the behavioral perspective in research on boards, we investigate relationships between task conflicts, an emerging creative and innovative boardroom climate as well as directors’ work behaviors. Drawing upon the survey data from 423 corporate directors, we tested hypothesized relationships by the means of the structural equation modelling technique. The results provide evidence suggesting that task-related conflicts among corporate directors appear to be equally detrimental for the psychological workgroup climate as they are advantageous for initiating creative and innovative work behaviours. In other words, the positive effect of task conflicts on directors’ creative and innovative work behaviours occurs so long as such conflicts do not simultaneously impair their perception of the creative/innovative boardroom environment. By integrating the literature on workplace group conflicts, creativity and innovation with the corporate governance writings, this study offers a new insight into corporate directors functioning. Presented findings have clear implications for future board research and managerial practice.     

Exploring the drivers of corporate reputation integrated with a corporate responsibility perspective: some reflections in theory and in praxis

Corporate reputation is a multi-stakeholder concept that is reflected in the perceptions that stakeholders have of an organization. There is much evidence that reputation interacts diversely with different stakeholder groups and in relation to other concepts such as corporate responsibility. In this paper, we propose the implementation of the reputational quotient on a sample of Italian SMEs and attempt to discover and measure the relationship with corporate responsibility. Thus concluding that the instruments used for measuring and managing reputation can also be usefully employed in terms of corporate responsibility.     

International corporate social responsibility and post-entry performance of developing market INVs: The moderating role of corporate governance mechanisms

Building on the stakeholder, agency, and resource dependence theories; this paper investigates the role of international corporate social responsibility (CSR) for the post-entry performance of developing market international new ventures (INVs) in the presence of corporate governance mechanisms to overcome their agency and environmental problems. We test and validate the conceptual model using survey data collected from 110 INVs operating in the developing market of Pakistan. Our results show that international CSR promotes the post-entry performance of developing market INVs. Further, we found that this association is moderated by corporate governance mechanisms of ownership, board independence, and returnee board members. Specifically, the relationship between international CSR and post-entry performance is weaker when ownership is concentrated but stronger when outsider and returnee board members are present in developing market INVs. The findings of this study have important theoretical and practical implications for INVs' social strategies and international performance contingent upon corporate governance.     

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.     

Corporate social responsibility,board of directors,and firm performance: an analysis of their relationships

This paper aims to contribute to the empirical evidence relating corporate social responsibility (CSR), board composition, and firm performance. Using a sample of Spanish listed firms included in the IBEX 35 over the period 2005–2010 the results show that the percentage of independent directors affect firm CSR activities, and that this effect is moderated by the resources available to the firm (measured by return on assets). Also, the CSR has a mediating role on the relation between the independence of the board of directors and firm value. These results hold for other board characteristics (board size and women as directors).     

Managerial entrenchment and corporate social responsibility engagement: the role of economic policy uncertainty

Journal of Management and Governance - The behavioral theory of corporate governance is employed to investigate the relationship between managerial entrenchment and corporate social responsibility...     

Ownership and corporate social responsibility: "The power of the female touch"

Using a sample of 26,029 firm-year observations over the period 2002–2017 from 4,479 firms and 44 countries, we examine the relationship between ownership concentration and corporate social responsibility by focusing on the mediating role of board gender diversity and the moderating role of family shareholding. We find that ownership concentration negatively affects corporate social responsibility, and the board gender diversity partially mediates this negative effect. Our results indicate that the mediating effect of board gender diversity leads to a 10.65 percent decrease in the impact of ownership concentration on corporate social responsibility. Furthermore, moderated path analysis indicates that family shareholding weakens the direct effect of ownership concentration on board gender diversity and its indirect effect on corporate social responsibility. In post hoc analysis, we also document that the effect of gender diversity on the board is more prevalent in high gender-egalitarian societies where women are more involved in decision-making. Our study addresses the strategic role of female board members in increasing firms’ respect for corporate social responsibility, especially in family-controlled firms. Thus, our results may provide insights to regulators and policymakers to enhance firms’ corporate social practices by encouraging women’s participation on corporate boards.     

Motivations for corporate social and environmental responsibility: A case study of Scandinavian Airlines

The term corporate social and environmental responsibility (CSER) is gaining popularity with some studies attempting to escape narrow definitions of corporate responsibility. This paper aims to develop a model that illustrates how various external, sector-specific and internal influences for CSER are interpreted, and then shaped into action at the level of the firm. Using an in-depth case study approach, this model is then applied to one firm — Scandinavian Airlines (SAS). Developing an understanding of the figurative black box of SAS's motivations contributes to unlocking the reasons why corporations are choosing (or not) to commit to CSER. If these reasons are known, they can be used to develop appropriate mechanisms to ensure that CSER is an important aspect of a company's decision-making regime. Findings of the case study provide further evidence that motivations cannot be looked at in isolation of sectoral and cultural contexts. Secondly, it was seen how catalysts — the lens through which a firm sees and interprets motivations — can have an important impact in its level of commitment to CSER.     

A neuroscience-based model of why and when CEO social values affect investments in corporate social responsibility

Why and when do CEOs invest in corporate social responsibility (CSR)? We theorize how CEOs' intrinsic motivations – their social values – and the incentivizing context interact to determine the utility they attach to generating collectively beneficial outcomes in decision-making, subsequently manifested in organizations' CSR investments. Based on a review of neuroscience evidence, indicating that social values are associated with distinct patterns of neural activation, we propose that these values are the compass by which CEOs navigate in complex decision environments. For CEOs with other-regarding values, generating collectively beneficial outcomes is part and parcel of their utility function. They are intrinsically motivated to invest in CSR, regardless of context. In contrast, CEOs with self-regarding values derive utility from generating collective benefits only when it is monetarily or socially incentivized. They are extrinsically motivated to invest in CSR when they stand to gain from it personally.     

Making sense of conflicting empirical findings: A meta-analytic review of the relationship between corporate environmental and financial performance

Despite the tremendous number of publications concerned with the relationship between corporate environmental performance (CEP) and corporate financial performance (CFP), inconsistent empirical findings persist and the overall picture remains vague. Drawing on a hybrid theoretical framework (combining the theoretical reasoning of the natural-resource-based view (NRBV) with instrumental stakeholder and slack resources arguments), we address the apparent lack of consensus by meta-analytically integrating the findings of 149 studies. We pay particular attention to two highly material issues: the direction of causality and the multidimensionality of the focal constructs. Meta-analytic results indicate that there is a positive and partially bidirectional relationship between CEP and CFP. In addition, our findings suggest that the relationship is stronger when the strategic approach underlying CEP is proactive rather than reactive. Furthermore, we reveal moderation effects of methodological artifacts, which may provide explanations for the inconsistency of the results of previous studies. Based on our findings, we discuss the implications and outline avenues for further research.     

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 impact of national culture and social capital on corporate social responsibility attitude among immigrants entrepreneurs

Although significant attention has been given to the phenomenon of immigrant entrepreneurship, little is known about the adoption of corporate social responsibility (CSR) in immigrant firms. Beyond the traditional social, cultural and regulatory challenges in the last years immigrant entrepreneurs have had to cope with the wide growing interest towards CSR, with raising expectations about firm’s environmental and social behaviors. This study provides initial insights on this topic by studying the effect of social capital and national culture on the immigrant entrepreneur’s attitude to adopt CSR in three areas: social, health and safety and environment. Sixty semi-structured interviews were conducted among immigrant entrepreneurs in the Italian Province of Milan; the first one for number of immigrant entrepreneurs. Data collected were analyzed through OLS regression. Findings shows that power distance and individualism/collectivism have a negative relation with all the three CSR areas, while uncertainty avoidance is negatively related only to environmental effort. We find out a robust relation between national culture and environmental and social practices and the health and safety area. The study concludes with practical implications and suggestions for future research. The paper is one of the first studies that address the topic of CSR among immigrant entrepreneurs. Understanding the commitment of this firms is relevant for the debate around CSR and SMEs, mainly because immigrant entrepreneurs are increasing their relevance in the developed countries.