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.     

Minority and majority private equity investments: firm performance and governance

This paper adds to the literature on the determinants of the effects of private equity (PE) investments. Using an original dataset of 191 target firms in Italy, we study the effects on performance and governance of the stakes acquired by the PE investor. We employ a difference-in-differences approach and compare target and control firms sharing similar characteristics and performance in the years preceding the deal. We find that PE investment has a positive effect on profitability, sales, and employment; these effects are larger for minority investments. We argue that this signals effective governance that follows from complementing rather than substituting incumbent managers in minority investments.     

Dual class shares,board of directors’ effectiveness and firm’s market value: an empirical study

This study aims to identify whether a relationship exists between the controlling shareholders’ voting power and outside directors’ effectiveness in maximizing firms’ financial performance. We analyze a panel data with 3057 observations for the 2000–2012 period using a random effects model, logit and probit regressions, and the two-stage model of Heckman in the Brazilian stock market. Our findings show that firms whose controlling shareholders use dual class shares to leverage their voting power have less independence from the board and worse financial performance and market value. Further, the percentage of outside directors tends to be ineffective in increasing the firm’s value, and in changing the firm’s chief executive officer (CEO) when (1) the controlling shareholder’s voting power is leveraged, or (2) when the CEO assumes a position on the board of directors simultaneously. We interpreted that these results are in line with the arguments in favor of the existence of a new agency cost, which is related to the undue obedience of board members to authority, such as the largest controlling shareholder or the CEO in Brazilian listed firms.     

Is a loosely specified regulatory intervention effective in disciplining management commentary? The case of performance indicator disclosure

This paper offers a contribution to the call for research on the effectiveness of regulatory interventions governing management commentary disclosure. Specifically, we focus on the mandatory requirement concerning performance indicator disclosure introduced by the Modernisation Directive (2003/51/EC). In keeping with other regulators, the European legislator opted to implement a regulatory approach based on a rule with loose specifications. To understand the effects of this Directive, we have investigated the Italian context, in which neither the national legislator nor the standard setter have supported companies with detailed specifications or guidelines aimed at integrating the European provision. We have compared companies’ disclosure practices before and after the adoption of the Directive, investigating the number of disclosed indicators and also their modalities of presentation, as they are considered essential to guaranteeing the quality of this disclosure. Our results document that a mandatory intervention, even if based on loose specifications, is associated with an increase in disclosure practices. Nevertheless, such regulation does not seem able to guarantee high quality disclosure practices. In fact, before and after the regulation, companies primarily disclose common financial measures. Moreover, the usefulness of such disclosure is undermined by a limited compliance with the international guidelines concerning the modalities of presentation. These results reveal some weaknesses in the European approach to performance indicator regulation. In general, the EU legislator fails to explain the purpose and the objective of performance indicator disclosure and does not take into account the differences between financial and non-financial indicators. Furthermore, it does not provide firms with clear guidelines concerning the presentation modalities.     

The role of the board in shaping foundations’ strategy: an empirical study

This paper investigates the relationships of the choice of philanthropic strategy with board capital (diversity and networks), board activities (board processes, internal board committees, and board effectiveness), and CEO leadership. Using a sample of 110 Italian foundations, the research shows that board processes have the strongest positive association with an evolved strategic approach to philanthropic institutional grant-giving, while board diversity and strong CEO leadership are associated with the strategic approach only under certain conditions. In particular, good governance processes (e.g., training the board, self-evaluation of trustees, setting the stage for effective board and committee meetings, implementing control software, and steering meetings to improve the board’s analysis) are positively associated with evolved strategic approaches to philanthropy (e.g., signaling other funders for the best grantees, improving the performance of grant recipients, and advancing selected social fields’ state of knowledge and practice).     

Do auditors’ perceptions actually help fight against fraudulent practices? Evidence from Tunisia

The purpose of this paper is focused on investigating empirically how Tunisian Auditors perceive their status regarding fraud fighting issue. In this respect, a set of auditor-associated mental representations will be expressed in terms of their respective roles as relevant governance models (legal versus ethical ones), via the cognitive mapping technique. The findings reveal that corporate governance can be globally depicted within these particular representations, indicating the supremacy of the legal governance approach over the ethical one with regard to the Tunisian case. .     

A permutation approach for testing heterogeneity in two-sample categorical variables

In many sciences researchers often meet the problem of establishing if the distribution of a categorical variable is more concentrated, or less heterogeneous, in population P ₁ than in population P ₂. An approximate nonparametric solution to this problem is discussed within the permutation context. Such a solution has similarities to that of testing for stochastic dominance, that is, of testing under order restrictions, for ordered categorical variables. Main properties of given solution and a Monte Carlo simulation in order to evaluate its degree of approximation and its power behaviour are examined. Two application examples are also discussed.     

Regular A-optimal design matrices X = (xij) with xij = ?1, 0, 1

New construction methods of the regular A-optimal design matrices with elements −1, 0, 1 are presented, under assumption of nonhomogeneity of variance error. The presented constructions are based on the incidence matrices of the balanced bipartite weighing designs.     

Living Near to Attractive Nature? A Well-Being Indicator for Ranking Dutch,Danish, and German Functional Urban Areas

While nature is widely acknowledged to contribute to people’s well-being, nature based well-being indicators at city-level appear to be underprovided. This study aims at filling this gap by introducing a novel indicator based on the proximity of city-residents to nature that is of high-amenity. High-amenity nature is operationalized by combining unique systematic data on people’s perceptions of what are the locations of attractive natural areas with data on natural land cover. The proposed indicator departs from the usual assumption of equal well-being from any nature, as it approximates the ‘actual’ subjective quality of nature near people’s homes in a spatially explicit way. Such indicator is used to rank 148 ‘cities’ in the Netherlands, Denmark, and Germany. International comparability of the indicator is enhanced by the use of a definition of cities as functional urban areas (FUAs), which are consistently identified across countries. Results demonstrate that the average ‘nearness’ of FUA populations to high amenity nature varies widely across the observed FUAs. A key finding, that complements insights from existing city-level indicators, is that while populations of FUAs with higher population densities may live relatively far from nature in general, they also live, on average, closer to high-amenity nature than inhabitants of lower density FUAs. Our results may stimulate policy-debates on how to combine urban agglomeration with access to natural amenities in order to account for people’s wellbeing.     

Urban land cover decreases the occurrence of a wetland endemic mammal and its associated vegetation

Urbanization and other land cover changes have been particularly detrimental to wetlands throughout the planet. One wetland specialist that may be sensitive to land cover changes surrounding wetlands is the round-tailed muskrat (Neofiber alleni; hereafter RTM). The RTM is a wetland obligate rodent that appears to have declined over the last half century and is a species of concern in Florida, where it is a near endemic. To determine if urbanization or other land cover influenced the distribution of RTMs we took a multi-scaled approach to examine the occurrence of RTMs and their associated vegetation in North-Central Florida. We detected RTMs on 19 of 72 sample plots and used a Classification And Regression Tree (CART) to determine that dogfennel (Eupatorium capillifolium) was negatively associated with RTMs and maidencane (Panicum hemitomon) was positively associated with their occurrence on sampling plots. Examining the influence of landscape composition for 2 km surrounding our plots we found that RTM occurrence was negatively related to urban land cover. Further, we found that dogfennel increased and maidencane decreased as urbanization increased in the surrounding landscape. Our research suggests that conservation of RTMs and their associated vegetation should focus on limiting urban sprawl at least within 2 km of wetlands.