董事会治理研究的理论根源及研究脉络评析

本文以董事会治理研究为主题,对几十年来相关研究的理论基础进行了梳理,对不同理论的基础观点、实证支持和最新进展等内容进行了综合阐述,对这些理论各自的局限性做出了评价,有利于我们进一步了解董事会运作机理和提高董事会治理效果.在此基础上,我们以提高治理绩效为宗旨,构建了一个董事会治理研究的逻辑框架体系,藉此可以看出,已有研究对董事会属性、角色与绩效之间关系的作用途径和机理还了解较少,特别是随着公司治理实践的不断发展和经济环境的变化,对于董事会治理的研究还有大量的未知领域需要去探索.最后我们列出了今后董事会治理研究的一些思路和建议.     

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.     

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.     

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.     

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.     

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.     

Service tasks of board of directors: A literature review and research agenda in an era of new governance practices

In their seminal review article on board of directors, Johnson, Daily, and Ellstrand (1996) distinguished between the control, service, and resource dependence tasks of the board and called for a stronger focus on board service tasks. Following this call, service tasks of boards have been subject to increased scholarly attention, with new theoretical perspectives and methods introduced. This paper aims at presenting the current state of research on board service tasks, departing from, and building on, the contribution of Johnson and colleagues. In doing so, we employ an Input-Process-Output-Context framework and craft an agenda for how future research could accommodate new governance practices and progress the field. Our review is relevant and timely as studies on the subject are gaining traction both in corporate governance and general management journals. Furthermore, our review on board service tasks proposes new alternative approaches to studying corporate governance which are especially appropriate in times in which a rethink of corporate governance frameworks and concepts is urgently needed.     

Corporate Governance and Director Accountability: an Institutional Comparative Perspective*

This paper examines the role of boards of directors in light of institutional contingencies and recent best practice governance guidelines and regulation such as the United Kingdom Higgs Review and the United States Sarbanes‐Oxley Act 2002. Particular attention is paid to discussing the role of independent directors across countries, and the implications for corporate governance innovation. It concludes by posing questions about recent corporate governance transformations and providing suggestions for future research.     

Increasing women's contribution on board decision making: The importance of chairperson leadership efficacy and board openness

In the last decade, the number of women on corporate boards has increased slightly, but the prevailing minority status of women directors implies that they will continue to face social barriers. While prior research has largely focused on explaining social barriers (e.g., being categorized as an out-group member) to increase diversity and its negative consequences, how boards can avoid these obstacles remains unclear. Stemming from recategorization theory, we examine whether and to what extent board chairperson leadership efficacy and board openness (as mechanisms to avoid out-group bias) enhance the influence of women when they are in the minority in board decision-making. In a sample of 146 Norwegian firms, we found a positive relationship between women minorities and women directors’ contribution to board decision-making. Moreover, we found that this positive impact increases when the board chairperson exercises leadership and the board operates in an atmosphere of openness.     

Do ‘soft law’ board gender quotas work? Evidence from a natural experiment

In a new era of “open governance”, in which societal and corporate change is taking place, 15 predominantly European countries, including Spain, enacted board gender quotas to increase the share of women on boards. In this paper, we explore the effectiveness of the European Union’s first “soft” quota – the 2007 Spanish Gender Equality Act recommending all large public and private Spanish firms to appoint a target of 40 percent of each gender to serve as board directors by 2015. The Act provides an incentive in that quota compliant firms may receive a preference for the tendering of public contracts. We draw on institutional and resource dependency theories to motivate the first empirical test of a “soft” quota which is distinct from Norway’s “hard law” board gender quota, and more similar to the proposed EU-wide quota. Using a large novel panel of 767 Spanish firms and 2786 firm-year observations from 2005 to 2014, we exploit the Spanish Act as a natural experiment and employ a difference-in-differences model. We find that less than nine percent of targeted firms fully comply with the quota. Firms that depend on public contracts are significantly more likely to increase female representation, although quota compliant firms do not actually benefit from the Act’s potential incentive. The results highlight the Spanish government’s lack of commitment to the quota, and that the quota’s normative obligations did not trigger the adoption of gender-balanced boards.     

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.     

The research frontier in corporate governance

In this paper we attempt to identify the research frontier in corporate governance using three different approaches: (1) what challenges does the financial crisis 2007–2009 pose for corporate governance research? We show that the financial crisis is a huge natural experiment which has exposed gaps in our knowledge of corporate governance and is likely to lead of a rethink of central concepts like shareholder value, debt governance, and management incentives (2) what do we know and what do we need to how about the impact of national institutions on corporate governance? (3) What research questions are raised by a focus on current corporate governance practices?     

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.     

Connecting the Dots: Do Financial Analysts Help Corporate Boards Improve Corporate Social Responsibility?

This paper presents an examination of the joint impact of board structural elements at firm level and financial analysts as market-level corporate governance (CG) on corporate social responsibility (CSR) performance. Our study contributes to the CG–CSR literature by adopting the bundling approach, a perspective that has recently attracted researchers’ attention as an answer to any heterogeneity and fragmentation in existing findings. It is based on an extensive sample consisting of 7,739 firm-year observations of US firms for the 2006–2015 period. The findings suggest that financial analysts complement the corporate board with more independence, gender diversity and a specialized CSR committee to realize a certain level of CSR performance of a firm. The findings also indicate that analysts substitute for those internal governance factors that are associated with weaker boards – larger sizes and dual-role CEOs. We also draw implications for research and practice from our findings.     

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.     

Countervailing institutional forces: corporate governance in Turkish family business groups

This longitudinal study investigates the impact of national and international pressures to improve corporate governance in an emerging economy from an institutional theory perspective. Recently, family business groups (FBGs), the dominant form of organizing in emerging economies, have been criticized by policy makers for their poor governance structures. A common recommendation to FBGs has been increasing the number of independent, outsider directors on their boards. Thus, change in the board compositions of the quoted subsidiaries of the six biggest FBGs is analyzed over 2002–2006. One-way-ANOVA and t-tests were used as statistical tools. Findings reveal that there has not been a statistically significant change in board compositions over the research period. FBGs were found to resist institutional pressures through ‘avoidance’, ‘defiance’ and “manipulation” strategies due to the absence of coercive pressures and multiple forms of ‘institutional work’ for change.     

When Does the Board Blame the CEO for Poor Firm Performance? Extreme Resource Reallocation and the Board's Industry and CEO Experience

This study sheds light on our understanding of when boards dismiss the CEO by considering the inherent conflict created by the board's advisory role when the firm underperforms. Using a sample of US firms listed in Standard & Poor's ExecuComp for the period 2000–2012 we find that, when a firm underperforms, extreme resource reallocation increases the likelihood of CEO dismissal. This relationship is positively moderated by the board's industry and CEO experience. The study contributes to the literature on corporate governance by identifying the conditions that trigger dismissal of the CEO in light of boards’ motive to protect their reputation.     

Can you catch two birds with one stone? The impacts of nominating committee composition on board monitoring and resource provision

While it has long been recognized that boards of directors perform two primary functions – monitoring and resource provision – little research has systematically examined the relationship between these two functions in public corporations. Given the growing external emphasis on the monitoring function by investors and advocates of corporate governance reforms, it is important to understand how such an emphasis impacts the resource provision function. In addition to identifying the composition of the nominating committee as a key to understanding the relationship, we propose two mechanisms through which the formation of an independent nominating committee in response to the external emphasis on monitoring leads to a decline in board resource provision. One mechanism is through a decline in information sharing between top managers and the nominating committee in new director selection, which results in a divergence between board capital and the firm's specific resource needs. The other is through decreased trust between the CEO and the board, which results in a less collaborative CEO-board relationship. To alleviate this negative impact that an external emphasis on monitoring has on resource provision, we propose that boards can bring non-CEO executives back onto nominating committees as inside directors. Our theoretical analysis contributes to the understanding of how the composition of the nominating committee influences board monitoring and resource provision, and has important implications for corporate governance research and practices.     

Information security governance: pending legal responsibilities of non-executive boards

The study shows that a structural conflict of interest in non-executive boards exists due to missing corporate governance structures and a lack of awareness for legal issues with regard to information security risks. Non-executive boards receive information on strategic security threats as a part of their oversight function to fulfill investor interest in transparency. At the same time, they act as representatives of company stakeholders and have an interest to counteract to information security risks based on the stakeholder’s risk disposition. If not properly structured by corporate governance rules, these different interests may lead to regulatory aberrations on non-executive board level. The study analyses a Deutsche Telekom AG case where non-executive board members, employees, and journalists fell victim to a spying scandal subject to the German telecommunications secrecy law in 2005–2006. The analysis demonstrates how the handling of information security on non-executive board level bears governance risks as well as legal risks that are insufficiently addressed in corporate governance research. The paper contributes to avoid a reproduction of events in the future, by suggesting the principle of a segregation of duties on non-executive boards as well as providing an overview of relevant legislative requirements that clarify tasks of non-executive board members with regard to information security. The study therefore helps protecting corporations and their stakeholders from similar consequences of missing corporate security governance.