Search results

This article provides a brief overview of the literature on board of director performance, highlighting the difficulties in attempting to directly measure the performance of boards of directors and how various studies have tackled this challenge. As an illustration, I show that two current measures of board of director performance, board meeting activity and director attendance, suggest that the boards of Asian firms do not compare favorably to the boards of firms from developed markets. Suggestions for future research on the performance of corporate boards are provided, as well as implications for board of director practices in Asia.

This study aims to examine the relationship between female directors and bank risk. In particular, whether such a relationship varies across sound or unsound banks and with or without a critical mass of female directors is tested.

Using a sample of 215 listed banks from 40 countries over the period 2008–2016, this study carries out panel data analyses and tests all the model specifications on four different measures of risk (common equity ratio, leverage, NPLs ratio and price volatility).

The findings show that increasing the number of female directors does not reduce bank risk when banks are unsound. When banks are sound, female directors have a significant and positive role in reducing risk, only until reaching a critical mass of women.

This study provides useful corporate governance indications for policymakers and practitioners. Advantages of gender diversity on boards are recognized especially in sound banks, but increasing the number of women directors beyond the critical mass may not lead to lower risk. In fact, ethical or legal pressures aimed at increasing gender diversity on boards (i.e. soft or hard gender quotas) may cause undesired effects on bank risk, especially if female directors are not chosen on merit and skills. Moreover, gender-balanced boards, namely, with a “dual critical mass,” seem to assure more effective decision-making processes.

This study provides empirical evidence on female board members and risk minimization, differentiating between sound or unsound banks. Furthermore, this study contributes to the literature on the critical mass of women on the board of directors by testing this theory for these two categories of banks.

The purpose of this paper is to examine the empirical relationship between gray directors (non-executive non-independent directors) and executive compensation among companies listed in India’s National Stock Exchange (NSE). The paper also examines the possible interplay of relationships between controlling shareholder duality (controlling shareholder being the CEO), ownership category and executive compensation.

A sample of 438 firms listed in the NSE of India was studied using data spanning five financial years, 2012–2013 to 2016–2017.

Empirical evidence suggests that there is a positive association between the proportion of gray directors on the board and executive compensation. The sensitivity of executive compensation to gray directors is found to be higher among family controlled firms. This research has also found that CEOs who belong to controlling shareholder groups received higher pay than professional CEOs. The authors conjecture that these results suggest cronyism and may contribute to lower levels of corporate governance practices in the country.

The hybrid board structure, which India has adopted with the desire to bring the best of Anglo Saxon and Japanese board philosophies, has paradoxically led to self-serving boards. Exploration of alternative thinking to bring about changes in the regulatory framework is, therefore, necessary.

Serious problems are identified with the philosophy behind board composition mandated by Listing Requirements for Indian firms with empirical evidence showing how the existing rules generate cronyism and unfairness to minority shareholders.

The purpose of this paper is to verify the relations of the board of directors with the code of business ethics (CBE) of Brazilian publicly traded companies.

As for the methodology, data were collected from companies that traded shares in Brasil, Bolsa e Balcão (B3) through the Comdinheiro database and codes of ethics or business conduct. For this, in relation to the dependent variable, indexes were elaborated to represent the CBE (CBEI). To represent the independent variables of the board of directors, the following variables were selected: size of board, gender of the president, independence, chairman/CEO, age and number of meetings.

With that said, the results show that the size of the board, the independence and the number of meetings explain the informative content of the CBE. Also, the accumulation of positions of president and CEO negatively influences CBEI, so the research suggests that non-accumulation of positions reduces agency conflicts, generating transparency of CBEI, according to Agency Theory.

Considering the analysis of this research, it is important to highlight that the results should not be generalized because of the limitation of the sample period and because it was only for the Brazilian companies. However, they cannot be invalidated, given that, because of the robustness of the econometric models, it was possible to make inferences about the relations of the board of directors and the CBE of companies that trade in Brasil, Bolsa e Balcão (B3).

The relations identified in this study between the board of directors and the CBE imply the involvement of top executives, so that the CBE be closer to the characteristics of the business, while the values must be transmitted with clear language, avoiding misunderstandings and conflicts that may be used by individuals in bad faith, with the purpose of apologizing for illegal acts of company.

The board’s characteristics seek to support corporate responsibilities, fulfilling a diversity of issues in the operational scenario, including influencing the information content of the CBE. Besides being an expression of the organizational culture, because it evidences the rules of behavior and values of the company.

The business ethics, which in this research is represented by the CBE, is a factor in which there is evidence in international studies that there are relations with the board of directors. In this context, the present study seeks to verify the relationship between the board of directors and the CBE of Brazilian publicly traded companies.

The purpose of this study is to examine how informational faultlines on a board affect the management of knowledge owned by directors and the consequences on organizational performance. In this study, informational faultlines are defined as hypothetical lines that divide a group into relatively homogeneous subgroups based on the alignment of several informational attributes among board members.

The study uses unique hand-collected panel data covering 7,247 board members at 106 publicly traded firms to provide strong support for the hypothesized U-shaped relationship. The authors use a fixed effects approach and a system generalized method of moments approach to test the hypothesis.

The study finds that the relationship between informational faultlines on a board and organizational performance is U shaped, with the least optimal organizational performance experienced when boards have moderate informational faultlines. More specifically, informational faultlines within boards are negatively related to organizational performance across the weak-to-moderate range of informational faultlines and positively related to organizational performance across the moderate-to-strong range.

By explaining the mechanisms through which informational faultlines are related to organizational performance, the authors contribute to the literature in a number of ways. By conceptualizing how the management of knowledge plays an important role in the particular setting of corporate boards, the authors add not only to literature on knowledge management but also to the faultline and corporate governance literature.

This study offers a rationale for prior mixed findings by providing an alternative theoretical basis to explain the effect of informational faultlines within boards on organizational performance. To advance the field, the authors build on the concept of knowledge demonstrability to illuminate how informational faultlines affect the management of knowledge within boards, which will translate to organizational performance.

This research aims to examine the impact of RPTs and board of directors' characteristics on the market value of Indian listed banks. Further, this study evaluates the moderation effect of board composition on the association between RPTs banks’ market value.

The sample size consists of 38 banks listed on Bombay stock exchange. The current study is based on secondary data for ten years from 2010 to 2019. Generalized Method of Moment (GMM) was used for estimating the results.

Subsidiary transactions, board of directors' size, composition, diligence, promoters, remuneration and banks' size and leverage have a significant impact on the market value of Indian listed banks. Further, board of directors' composition positively moderates the association between RPTs and banks value measured by Tobin's. Furthermore, corporate governance characteristics have a significant impact on RPTs measured by total RPTs and all subsidiary transactions.

This research is limited only to listed banks whose data are available in the ProwessIQ database, which makes it difficult to generalize the findings on other unlisted banks. This research helps policymakers, investors and creditors to categorize RPTs into different groups to identify the harmful and beneficial once to the bank. The findings suggest that policymakers, investors and creditors should not consider all key personal transactions as harmful transactions; instead, the policymakers, investors and creditors should consider all subsidiary transactions as harmful in the absence of independent directors.

The present study contributes to the existing literature on RPTs by evaluating the interaction effect of board composition on the association between related party transactions and banks' value. Further, this research focuses on the financing industry; Indian banks, which has not been sufficiently researched in comparison to the non-financing industries.

Negative disclosure tone in 10-K annual reports has economic consequences, yet relatively little is known about how it is generated. Boards of directors play an important governance role with respect to mandatory disclosures and personally sign off on Form 10-K, leading us to expect directors to influence financial reporting narratives. This study investigates whether the negative tone of firms' narrative annual report disclosures is associated with the human and social capital of its board of directors.

Multivariate regression analyses of negative disclosure tone (Loughran and McDonald, 2011) on board members' average age, gender, education, financial expertise and turnover is performed. A host of supplemental tests to corroborate our primary analysis, including using Sarbanes-Oxley's financial expert mandate as an exogenous shock to board composition, impact threshold for a confounding variable, placebo analysis, portfolio tests of more and less negative disclosing firms and portfolio tests of “loud” versus “quiet” boards are conducted.

Evidence that directors' gender, education, financial expertise and board turnover are associated with more negative disclosure tone, while directors' age is associated with less negative disclosure tone is found. The study also looked within the board to differentiate whether these findings are driven by characteristics of inside directors or outside directors serving on the audit committee, or both, as these are the specific groups of directors we would expect to play a role in disclosure. It was found that negative disclosure tone is associated with a lower bid-ask spread, so this study interpreted more negative tone as containing more descriptive information.

This study helps decode the “black box” of annual report disclosure tone, which Loughran and McDonald (2011) show has important economic implications. The results help inform stakeholders such as policymakers, executives and capital market participants as to how board member traits are associated with disclosure. The findings are particularly important as this study bears witness to the increasing prominence of gender/diversity mandates (e.g. Israel, Norway, California) and financial expertise mandates (e.g. Sarbanes-Oxley).

This study aims to examine whether and how gender diversity on corporate boards is associated with voluntary nonfinancial disclosures, particularly water disclosures.

This study uses corporate water information disclosure data from Chinese listed firms between 2010 and 2018 to conduct regression analyses to examine the association between female directors and water information disclosure.

Empirical results show that female directors have a significantly positive association with corporate water information disclosure. Additionally, internal industry water sensitivity of firms moderates this significant relationship.

This study determined that female directors can promote not only water disclosure but also positive corporate water performance, reflecting the consistency of words and deeds of female directors in voluntary nonfinancial disclosures.

Based on the agency and resource dependence theories, this study aims to investigate whether nomination committee (NC) characteristics could serve as key attributes for reducing environmental, social and governance (ESG) disputes and whether NC composition affects the appointment of ESG-friendly directors to the board.

This study focuses on a sample of 30 global systemically important banks from 2015 to 2021. The authors estimate panel data models with fixed effects, clustering heteroskedastic standard errors at the bank level to account for the serial correlation of the dependent variables for each bank.

Banks’ exposure to ESG controversies can be reduced when NC members have specific skills, in particular when at least one member of this committee also belongs to the sustainability committee and is a foreign director. Moreover, banks’ ESG disputes decrease when the NC members are younger, while the share of independent NC members has a negative impact. Finally, a positive influence of NC composition and its members’ features as well as the appointment of ESG-friendly directors on the board is found.

The findings are particularly useful during periods such as the current one, when there is growing attention to both banks’ corporate governance, the subcommittees’ role and functioning and social and environmental issues. This study shows that the NC is important in reducing the likelihood of banks incurring ESG disputes and in appointing more ESG-friendly directors. NC effective functioning and its members’ qualities serve as a key attribute for fulfilling objective assessment and improving board effectiveness.

The purpose of this paper is to analyze the functioning of a non-sanction “soft” gender quota policy structure (a simple recommendation), using the case of Spain. In the first part of the paper, the authors have reported the dismal improvement regarding the increase of female percentage presence in the companies’ boards of members.

The authors provide a detailed sectorial analysis and a classification of board members by type (executive, proprietary, independent and other external). In the second part, the authors exploit the fact that since 2013, the stock-listed companies are legally obliged to respond to a series of questions on gender diversity issues in their annual reports. Using this requirement, the authors perform an analysis using text processing techniques. The authors find that “self-plagiarism” is common in the responses – i.e. they copy responses from previous years – as well as “plagiarism” – i.e. they copy responses from other companies in previous years.

The insufficient progress in respect to the goals of the Law of Equality of 2007 (enacted by Spanish authorities) and the lack of interest that can be inferred from the companies’ responses included in their annual reports lead the authors to consider the necessity of changing the law on the corporate policies gender quotas in Spain.

It is the first study that realizes this type of analysis for Spain.