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Representation of women on boards is getting more and more attention these recent years (Hillman, Shropshire, & Cannella, 2007; Nielsen & Huse, 2010), all the more as recent influence by the legislator accelerates the pace of change. Indeed, in France, a new law adopted in January 2011 stated that the proportion of female directors should not be lower than 40% in all major companies.

Most previous research focused on the impact of the presence of women in boards on performance, but there are few studies on female directors' networks. In order to help to better understand the ties at the origin of these networks, we study several characteristics and network ties of female directors of French companies belonging to the SBF 120 index and we compare them with male characteristics. We test the specificity of four types of board of directors' networks: attendance at the same elite educational institutions, use of business networks, civil servants' networks, and interlocking directorates.

Our findings suggest that female directors' networks tend to find their origin in business networks more than men. Conversely, male directors have more board interlocking and are more often graduated from elite schools than women. These results show that female directors' networks have specific origins in comparison with men's ones. The exploration of this specificity could be an asset to better understand the role and influence of female directors' networks in governance.

To explore the importance of the board of director nomination process (that is, who nominates a given director for a position on the firm’s board) for the voting outcomes, disciplining of management, and overall monitoring quality of the board of directors.

We exploit a recent regulation passed by the US Securities and Exchange Commission (SEC) requiring disclosure of the board nomination process. In particular, we focus on firms’ use of executive search firms versus allowing internal members (often simply the CEO) to nominate new directors to serve on the board of directors.

We show that companies that use search firms to find board members pay their CEOs significantly higher salaries and significantly higher total compensations. Further, companies with search firm-identified independent directors are significantly less likely to fire their CEOs following negative performance. In addition, companies with search firm-identified independent directors are significantly more likely to engage in mergers and acquisitions (M&A) and see abnormally low returns from this M&A activity. We instrument the endogenous choice of using an executive search through the varying geographic distance of companies to executive search firms. Using this instrumental variable framework, we show search firm-identified independent directors’ negative impact on firm performance, consistent with firm behavior and governance consequences we document.

Given the recent law passage, we are the first to directly analyze the nomination process, and show a surprisingly large predictive effect of seemingly arm’s-length nominations. This has clear implications for thinking carefully through how independence is defined in the director nomination process.

As there is inclusive evidence on relationship between board characteristics and firm performance in the Thai context, and mixed findings of this relationship are usually reported from previous studies, this study tries to clarify a reason for the mixed finding by determining the impact of board structures on different quantile levels of firm performance. Building on extant literature and using a developed econometric technique, the Quantile Analysis, on a sample of 446 listed firms in Thailand for a 15-year period ranging from 2000 to 2014, empirical evidence is provided which is consistent with prior studies that some characteristics of the board as the core mechanisms of corporate governance, i.e., board independence, board size, board meeting frequency, and dual role leadership on board, have significant influence on performance of Thai firms. In particular, when considering different quantile levels of firm performance, board structures are found to have different effects across quantile of performance distribution. Board independence and dual role leadership on board are found to have a significant influence on only moderate-performing firms, while board size and board meeting frequency are revealed as having significant impact on only firms with high-performance which need more effectiveness of the board in overseeing and supervising decision-making of the executives. Thus, these findings indicate that considering different quantile levels of firm performance for the board structures and performance relationship should be a reason of previous mixed findings. Moreover, the findings should be important information in encouraging better understanding an optimal governance system in Thailand for related stakeholders such as policymakers, corporate firms, and investors.

This study looks at board governance in Ontario hospitals.

We conducted a research of the hospitals’ websites and a survey of board directors to study the board structure and examine governance practice in Ontario hospitals.

The findings suggest that the board structure and process in Ontario hospitals are in compliance with Accreditation Canada’s Governance Standards, and such administrative controls are appropriate. Ontario hospital boards, in general, have fulfilled their key functions of governance in terms of working as an effective board; developing a clear direction; supporting the organization to achieve its mandate; maintaining positive relationships with external stakeholders; and being accountable and achieving sustainable results. Building knowledge through information is an area where improvement is needed.

Ontario hospitals have implemented appropriate administrative controls in terms of board composition and committee structure. The results of a survey of 99 board directors from over 25 hospitals suggest that directors, in general, have a good understanding of their governance role and relationship with senior management as well as the government. The findings are also supportive of good governance practice where executives manage and nonexecutive directors monitor the performance of the executives. According to the respondents, Ontario’s hospital boards are actively involved in setting the mission, strategic goals and objectives of their organizations, and they take appropriate steps to ensure that risk management, client safety, and quality improvements are incorporated in their governance and strategic planning process. In order to discharge their fiduciary duty effectively, respondents would like to have more information from different sources. This is an area where management accounting professionals can become involved such that relevant information from a variety of sources, especially external sources, are provided to board directors for decision making.

Ontario’s hospital sector has undertaken initiatives through research and publications to promote good governance practice. Such leadership is critical to ensure that directors have the competence and skills to discharge their duties and responsibilities diligently. Hospital boards should focus on renewal while ensuring that board directors are equipped for the challenging task of governing through professional development and continuing education.

Limitations related to the use of questionnaire applies to this research study. Self-selection bias and low response rate limit the generalizability of the findings. Future research can examine the behavior of directors in the boardroom and the impact of governance variables on hospital performance, such as quality of care and patient safety.

Purpose – The purpose of this chapter is to examine the hypothesized effects of board characteristics and performance on directors’ compensation in the Spanish corporations, whose corporate governance is a special example of a unitary board system.

Methodology/approach – In order to test the influence of a set of factors on directors’ compensation levels, we have developed several models based on linear panel data regression. The sample included 76 listed companies on the Spanish computerized trading system or Continuous Market for the period 2004–2009.

Findings – The control mechanisms, like board characteristics and performance and their effect on the level of directors’ compensation, depend on the types of director (executive, independent and proprietary).

Research limitations/implications (if applicable) – This study has certain limitations mainly related to problems associated with obtaining information. The methodology should be complemented by other types of analyses, such as the influence of the characteristics of the board on the remuneration structure in a greater level of disaggregation.

Practical implications (if applicable) – The results of this research chapter give reasons to regulators and investors to be aware of the importance of the board's characteristics as corporate control mechanisms over the directors’ remuneration and the necessity of connection between directors’ compensation and the firm's performance.

Originality/value of paper – Firstly, descriptive empirical evidence on the level of directors’ compensation is provided within a unitary board system for different types of directors. Secondly, an ample panel data set enables the examination of a set of determinants using panel data methods which control for unobserved firm heterogeneity. Finally, the perspective is extended from executive director compensation to other types of directors, such as proprietary or independent, which are very important features of the Spanish board structure.

We survey top managers of Fortune 1000 companies to learn if industry practitioners agree with the findings of academic research on specific corporate governance issues. We focus on board composition and size, executive/director compensation and ownership, firm performance, and other issues. The results suggest that the views of responding managers appear at odds with other empirical evidence provided in the literature on the majority of the issues examined. In addition, respondents are often unable to offer an opinion about whether they agree or disagree with specific corporate governance issues.

We enjoin stakeholder theory, radical-cultural feminist theory, and critical race theory with critical intersectionality to critique findings which suggest that there still are significantly more men than women on nearly every Fortune 500 board of directors, with only six corporations featuring (50-50%) gender equity in 2017. Also, only 4.1% board members are women of color and 9% are men of color. Sixty-five people of color on corporate boards serve on more than one board. This means there are even fewer people of color filling top corporate leadership positions than meets the eye. The proposed alternative course of action is for boards of directors to follow the example of the small handful of peer Fortune 500 corporations that have achieved greater levels of board diversity, equity, and inclusion.

Corporate governance research suggests that board structure can impact organizational outcomes such as financial performance and executive remuneration. Agency theory posits that a board composed of independent directors and chaired by an independent chairperson can provide effective control over agency costs, while stewardship theory suggests that effective decision-making is facilitated when the board is chaired by the CEO and majority of directors are from the executive team. Empirical research into the association between board structure and performance in Jordan has provided mixed results, with no consensus supporting either theory. This study takes a different approach to researching the assumed association between board structure and performance by surveying directors’ perspectives on such assumed relationship between financial performance and four of boards’ characteristics (i.e., board independence, CEO duality, board size, and female ratio on board). Findings of this research indicate that Jordanian directors perceive a medium to strong association between financial performance and each of board independence, independent chair of board, and female ratio on board. However, directors of Jordanian boards perceive no association between financial performance and board size.

We investigate the association between attributes of the audit committee of a firm and the likelihood of negative events occurring in the firm’s life in Israel. The mandate of the audit committee in Israel is substantially different from its mandate in the US. The responsibilities of the committee in the US are divided between two committees in Israel, one of which deals with reviewing the financial statements and the other one, titled “audit committee,” is in charge of the remaining tasks of the US-type audit committee. This allows us a unique opportunity to focus on the roles of the audit committee other than reviewing the financial statements. Using hand-collected data on firms traded on Tel Aviv Stock Exchange in 2010–2014, we find that the larger the audit committee size, the larger the likelihood of negative events, consistent with the cumbersome workings and potential conflicts of interests characterizing a large committee. The percentage of directors with accounting and financial expertise on the audit committee is associated with a lower likelihood of negative events, in line with the value of such experts in tasks beyond reviewing the financial statements. The fraction of independent directors on the audit committee is not found to be significantly related to the likelihood of negative events. This is consistent with the notion that some independent directors are independent in form but not necessarily in substance, which is surprising in light of the comprehensive regulation regarding audit committee independence imposed by the Israeli regulator.

This study examines the director labor market to better understand which director attributes are important for board service.

Director level data, which includes proxies for both human and social capital, is analyzed to determine which characteristics increase the likelihood of gaining additional board appointments.

We find that general skills and director connections are valued in the marketplace. Among specific director characteristics, financial expertise, holding an MBA degree, and S&P 500 experience are positively associated with gaining new board appointments. Moreover, regardless of the director’s level of expertise, highly connected individuals are more likely to obtain new appointments. Finally, from a range of characteristics, only director connections mitigate the negative consequences of serving on the boards of firms that restate their financials.

While most research has analyzed the effectiveness of boards of directors as a whole, this study examines the value of individual director characteristics within the context of the labor market.