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.     

Managers as Monitors: An Analysis of the Non‐executive Role of Senior Executives in UK Companies

An important aspect of current governance practice is the use of non‐executive directors to monitor the behaviour of company management. This paper examines the extent to which senior executives are utilized as non‐executives in large UK companies. The results suggest that executive directors are not an important source of non‐executive directors. The average number of non‐executive directorships held by each executive is 0.22. Indeed, 85% of executives hold no additional directorships. The holding of non‐executive directorships is positively related to the strength of board monitoring in the executive's company, executive tenure and company size. Executives in companies with greater growth opportunities and operating in regulated industries are less likely to hold non‐executive directorships.     

Aufsichtsratsverflechtungen und ihr Einfluss

This article examines the development of executive compensation of the German DAX corporations from 2001 to 2006. A higher executive compensation requires an approval of the supervisory board. Accordingly, we investigate the social network of the board of directors of these companies and use several variables describing the structure of this network as covariates of the development of the executive compensation in a panel analysis. Fixed and time effects panel estimations imply that a rising number of executives in the supervisory board of other companies results in increasing compensation. By contrast, executive compensation decreases when the supervisory board of the respective company is controlled by a growing number of executives from foreign companies.     

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.     

The Market for Non‐Executive Directors: Does Acquisition Performance Influence Future Board Seats?

This paper investigates whether non‐executive directors associated with good (bad) board decisions are subsequently rewarded (penalized) in the market for directors. This question is addressed by assessing whether the post‐acquisition performance of acquiring companies influences the number of non‐executive directorships that non‐executives involved in these acquisitions hold subsequent to the acquisition. We find that non‐executives on the boards of acquirers that increase (omit or cut) their dividend subsequently hold more (fewer) non‐executive directorships in listed companies. Our findings suggest that the non‐executive labour market is efficient and rewards (penalizes) non‐executives for good (bad) acquisitions.     

The effect of the board and executive committee characteristics on the degree of internationalization

Many corporate governance observers agree that when firms encounter dramatically changed competitive environments, the board of directors may become involved in the strategy formation process. Based on Finkelstein and Hambrick’s (Finkelstein, S., Hambrick, D., 1996. Strategic leadership: top executives and their effects on organizations. West, Minneapolis, MN.) conceptual model, we examine the effects of the board of directors and executive committee characteristics on the degree of internationalization of the U.S. telecommunications industry during the 12 years after AT&T’s 1984 divestiture. We also examine the effects of the regulatory environment and core business growth on the degree on internationalization during this time. We find support linking executive committee characteristics and regulatory environment to the degree of internationalization. Characteristics of the entire board are consistently found to be insignificant.     

权威董事专业性、高管激励与创新活跃度研究

通过我国A股上市公司2007年～2015年的数据, 实证检验了权威专业董事通过高管激励影响创新活跃度的逻辑链条.发现权威专业董事通过影响高管激励的结构与水平增强了企业创新的活跃度, 且不同类别的权威专业董事均能够产生积极作用.这种影响不仅促进了企业的实质性创新, 提升了企业的创新效率, 并使之具有可持续性.研究结论在对主要变量采取不同度量方式以及控制了内生性等因素影响的情况下依然成立.本文的研究结论拓展了权威专业董事职能发挥的途径, 增补了上市公司高管激励的经验证据, 同时, 为董事会治理有效性的识别提供了新的视角.对于当前企业高管创新激励机制的匹配性设计, 以及监管部门完善董事会治理规则具有一定的借鉴意义.     

Strategic vision or strategic con?: Rhetoric or reality?

Major companies devote considerable effort to communicating corporate visions and missions. Yet three recent surveys suggest that much of this effort has been counter-productive. A gap has emerged between rhetoric and reality. Arenas of confrontation have arisen between directors and managers, head offices and business units, holding companies and their subsidiaries, and between specialists and generalists. A widespread desire for corporate transformation is not matched by understanding of how to bring it about. The lack of top management commitment and of communication skills are major barriers to change. More competent directors and more effective boards are needed. The article suggests key roles for the chairman and the chief executive. It examines how best to share a compelling vision, and identifies a requirement for new attitudes and approaches to communication.     

Board structures and the establishment of a risk management committee by Malaysian listed firms

The purpose of this study is to examine the association between the establishment of a risk management committee and board structures of Malaysian listed firms. The study predicts that more independent, expert, and diligent boards are likely to establish a stand-alone risk management committee. It employs a cross-sectional analysis of 690 firms listed on the Bursa Malaysia for the financial year ending in 2003. Multiple regression analysis is used to estimate the relationships proposed in the hypotheses. The study finds a strong support for an association between the establishment of a risk management committee and strong board structures. Specifically, the result shows that firms with higher proportions of non-executive directors on boards and firms that separate the positions of chief executive officers and board chairs are likely to set up a stand-alone risk management committee. Firms with greater board expertise and board diligence are also likely to establish a risk management committee. These findings suggest that stronger boards demonstrate their commitment to and awareness of improved internal control environment. Finally, the study also documents a positive and significant association between firm size, complexity of a firm’s operations, and the use of Big Four audit firms with the establishment of a risk management committee.     

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.     

经营者股权激励、董事会组成与企业价值——基于内生性视角的经验分析

本文首次从内生性视角研究中国上市企业经营者股权激励、董事会组成与企业价值的内生互动关系。遵循内生性的研究思路,选取高科技上市企业为研究对象,用其2001～2004年的数据构建均衡的平行数据为研究样本,采用固定效应模型、广义最小二乘法(GLS)和广义两阶段最小二乘法(2SGLS)进行实证检验。本文的实证研究结果主要包括以下几个方面:首先,经营者股权激励和董事会组成存在互动的影响关系,具体关系表现为经营者股权激励与独立董事比例存在显著的反向互动关系,而经营者股权激励和非执行董事比例存在显著的正向互动关系。其次,在考虑到经营者股权的内生性影响下,经营者股权激励和企业价值之间依然存在显著的区间效应。也就是说,无论以独立董事比例还是非执行董事比例表示董事会的影响,经营者股权激励与企业价值间都存在显著的倒U型曲线关系。该结果表明经营者股权激励和企业价值之间存在稳定的关系。第三,董事会组成与企业价值之间存在相互影响,具体表现为独立董事比例与企业价值间存在显著的负向互动关系,非执行董事比例与企业价值间存在正向互动关系,但是显著性要弱一些。总的说来,董事会组成和企业价值间存在互相影响,但是二者间的关系并不明确和显著。根据上述结论我们认为,在高科技企业中,独立董事侧重于对经营者进行监督,而非执行董事侧重于对经营决策进行指导和修正。这就是为什么经营者股权激励和独立董事比例间呈现负向关系,而与非执行董事比例间却呈现正向关系;以及董事会组成和企业价值间的关系不像经营者股权激励和企业价值间的关系那样稳定和显著的原因所在。     

Strategic leadership and the chief executive

This article is based on research undertaken among South African chief executives occupying the most senior operational positions in public-quoted companies. In looking at distinctive characteristics in these individuals the research attempts to bring together the activities that shape the chief executive's job and explore possible trends in their background; career route and behaviour patterns, and from the compositie picture to provide guidelines for executive development.     

Board members’ contribution to strategic decision-making in small firms

This article explores how the boards of small firms actually undertake to perform strategic tasks. Board strategic involvement has seldom been investigated in the context of small firms. We seek to make a contribution by investigating antecedents of board strategic involvement. The antecedents are “board working style” and “board quality attributes”, which go beyond the board composition features of board size, CEO duality, the ratio of non-executive to executive directors and ownership. Hypotheses were tested on a sample of 497 Norwegian firms (from 5 to 30 employees). Our results show that board working style and board quality attributes rather than board composition features enhance board strategic involvement. Moreover, board quality attributes outperform board working style in fostering board strategic involvement.     

Does director capital influence board turnover after an incident of fraud? Evidence from Italian listed companies

Studies in U.S. have found that that director capital influences turnover within the board after an incident of fraud. We analyse whether there is a relationship between the probability of non-executive director turnover in Italian listed firms in which fraud has occurred and each director’s level of: (1) general business knowledge, (2) industry knowledge, and (3) relational capital. Our results suggest that non-executive director departure can be explained as a result of decisions by companies to clean their house of directors with lower expertise, industry knowledge and relational capital. These findings indicate that firms encourage the departure of these non-executive directors to signal to their stakeholders that they want to repair legitimacy and want to enhance the monitoring and resource provider tasks of the board. Indeed, in Italy, director turnover is more marked when the fraud visibility is greater. Furthermore, our study findings indicate that the cleaning house strategy is not influenced by the ownership structure and identity.     

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。     

高管权力与公司治理效率——基于国有上市公司高管变更的视角

本文基于国有企业的高管变更视角分析了高管权力对公司治理效率的影响.以2004 -2008年的国有上市公司为研究样本,实证发现:(1)总体上高管变更与公司业绩呈负相关,而高管权力的增强会降低其因业绩低劣而被强制性更换的可能性,表明国企高管的权力在高管变更决策中发挥了显著的职位堑壕效应;(2)发生了高管变更的公司其未来业绩有明显的提高,但这一促进效应仅在权力较小的高管被变更后出现,而权力较大的高管被变更后公司业绩并没有得到改进;(3)进一步的研究显示,政府控制层级的提升和制度环境的改善能够抑制国企高管的权力寻租行为.本文的研究结果有助于我们理解国有企业高管权力的经济后果,并为当前有关国企公司治理和高管选聘体制改革的政策导向提供了经验启示.     

Corporate social responsibility in the board room – when do directors pay attention?

When do board directors pay attention to corporate social responsibility (CSR) issues? Board directors have traditionally focused on maximizing shareholder profit and viewed corporate governance narrowly as a way to meet this goal. They have paid little or no attention to CSR issues because they see CSR as a contrast to profit maximization. We argue in this article that companies can no longer ignore CSR. We propose that three conditions must be met in order for boards to pay attention toCSR. First, the board must have a mindset that considers CSR as contributing value to the firm. Second, the board must have relevant competences that enable members to understand CSR issues. Third, compensation of top-level management should reflect CSR performance. The first two conditions are directly linked to human resource development because, in order to embrace the specific challenges that CSR possesses, board members must develop an understanding of the CSR field and related challenges and opportunities for the company.     

Lonely at the top and loving it: physicians as CEOs

As little as five years ago, most hospital board members scoffed at the idea of hiring physicians as chief executive officers or chief operating officers. Physicians, they maintained, belonged at the bedside, not in the board room. For the most part, physicians didn't take issue with this thinking. Profit and loss statements, strategic planning, and other CEO duties were alien. Besides, being a "suit" was unconscionable, a total fall from the true grace of medicine: patient care. Dramatic changes in health care have wrought dramatic changes in the mindsets of both board members and physicians. Today, both sides have developed a new perspective on physicians in top hospital administrative positions. In this article, the author reports on the experiences of physician executives who have made the trip to the top.