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This paper aims to examine the nature of corporate governance systems in Ghanaian Family-owned Businesses (FOBs). Specifically, the study investigates the nature of boardroom decisions structures, sources of governance regulations and family roles in corporate governance.

Drawing on Bourdieusian perspectives of the field, capital, habitus and doxa, a case study design is used to gather detailed insights about the phenomena. Purposively, the study conducts 20 interviews with participants from 15 FOBs in Ghana. The interview data are complemented with secondary sources, such as FOB handbooks, website information, legal documents and scriptures. Subsequently, data gathered were thematically analysed.

The study finds that human actors blended traditionally tacit and legally expressed boardroom decisions structures in FOBs governance. Again, traditional values, social acceptance of religious sociology and regulatory frameworks of the field dictate corporate governance practices in FOBs. In multiple family ownerships, orthodoxy of doxa is challenged; hence, power struggles and family roles in governance depend on capital possessed by social actors.

To continue as a going concern, FOBs must be mindful of traditional, religious sociology of family and regulatory frameworks within the field in which they operate. This is because, without this, the going concern of FOBs becomes suspicious and highly unlikely, especially where there are multiple family ownership and generations.

The previous literature predominantly focussed on formal boardroom structures in addressing FOBs' corporate governance issues. Notwithstanding, family governance risk of domineering and distrust associated with traditional and relational governance mechanisms remain under-represented and inconclusive, especially in Sub-Saharan Africa.

This case study can help the reader to understand how to build an effective board for family business, and why evolving board structure can help family firm to sustain for a longer period in Market. Reader can also learn about role of independent director, CEO's Succession process and ways to deal with duality issue that family owned enterprise may face during a transition from generation X to Y.

This teaching case study describes various decision-making situations using example of a Pakistani family firm and entrepreneurs who started the business few decades back in France. This partially disguised case is based on actual events. The data are collected based on discussions with family business owners and minutes of meetings. The objective of study is to make sense of the family business theories e.g. socio emotional wealth stakeholder and agency. Case readers can also learn about the family’s business governance practices using diverse scenarios presented in this case.

This study is suitable for graduate and undergraduate studies.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 7: Management science.

The quest to unravel the mysterious boardroom’s structure that would confer the firm with incremental layers of economic supremacy has emerged as an issue of considerable importance in the corporate governance literature. Despite numerous attempts, corporate governance research has repeatedly failed to establish a clear and unequivocal theoretical linkage between the boardroom type and the corporate performance. Specifically, the optimum boardroom’s structure (i.e. one that would yield maximum economic benefit) remains an elusive dilemma. Undoubtedly, this problematic deserves more scrutiny. This study aims to expose the different layers of dimensional complexities related to boardroom’s research, particularly as it relates to those investigations using the positivist philosophy of research via inferential statistics using hypothetico-deductive reasoning.

The author examines the intrinsic complexities of boardroom’s research using thematic analysis. In the first phase, the author conducts a fine-grained systematic review of published studies in scholarly peer-reviewed journals. In the second phase, the author conduct a phenomenological investigation via semi-structured interviews with 35 seasoned corporate governance scholars with sound knowledge and expertise on boardroom’s research.

The thematic analysis reveals three overarching complexity dimensions encountered in boardroom’s research: an input dimension related to the ontological complexity of corporations. Research on boardroom’s effectiveness entails the manipulation and analysis of a plethora of convoluted and intertwined corporate performance determinants. Such explanatory variables are difficult to capture, untangle and operationalize; a processing dimension related to the methodological complexity of dealing with imperfect and incomplete information. Positivist research often uses large archival databases marred with endogeneity complications; an output dimension epitomizing the epistemological complexity of ascertaining what really constitutes corporate performance. The currently adopted performance metrics (accounting or market indicators) do not adequately depict the essence of boardroom’s effectiveness and corporate success.

Boardroom’s research continues to generate high level of interests in academic circles. Specifically, research on the linkage of boardroom’s structure and corporate performance is both unclear and confusing. This lingering deficiency necessitates the adoption of novel epistemological and methodological approaches to broaden the theoretical perspectives of boardroom’s structural effectiveness.

One key motivation of this study is to entice boardroom’s research to venture in the direction of uncharted territories. Knowledge discovery in this important area would have far-reaching implications on corporate governance best practices, including how to restructure existing boardrooms or how to establish new ones from scratch.

A well-functioning boardroom would justifiably push the firm in the direction of healthier corporate governance. In turn, healthier corporate governance would eventually yield superior corporate performance with positive consequences on key stakeholders, including shareholders, employees, customers, suppliers, regulators and other members of the profession and the society.

In this paper, the author endeavors to identify and explain the root causes behind the complex nature of boardroom’s research. The author particularly focuses on the factors that blur or distort the causal linkage between boardroom’s type and corporate performance. To the author’s knowledge, this is the first comprehensive investigation that attempts to highlight the inherently complex nature of boardroom’s research. Thus, it fills an important gap in the literature.

Boardroom’s effectiveness has emerged as an issue of considerable importance in the minds of academics and practitioners, particularly in the aftermath of the highly visible corporate governance scandals of the past few decades. The purpose of this paper is to shed new lights on this topic by proposing a robust design framework for boardroom’s effectiveness.

The interpretative investigation is based on semi-structured interviews administered to directors of Fortune 500 firms. The adopted thematic analysis is phenomenology, or the feelings, experiences and perceptions of events as depicted first hand by individuals with significant boardroom’s experience.

Two central findings could be construed from this investigation. First, the optimum boardroom’s configuration is not a universal proposition. In other words, there are no magic recipes, and no one-size fits all approach. Rather, the optimum boardroom’s configuration ought to be framed in light of the overarching needs of the firm in relation to the dynamic forces in the external environment. Second, the design of boardrooms ought to span beyond structural aspects (i.e. the outwardly visible aspects) to also encompass two largely unobserved boardroom’s phenomena, namely, the directorship personal trait factors and the directorship behavioral patterns.

The findings presented herein may be contaminated with cognitive and personal biases, a common and unavoidable occurrence in qualitative research. A more integrative research approach using inductive and deductive techniques would allow for triangulation of results, thus providing an additional dose of validity and relevance to the research findings.

There has been a growing disenchantment about the modus operandi of the board of directors among practitioners, particularly as it pertains to large corporations with diffuse and heterogeneous shareholders and stakeholders. New design guidelines for the board of directors would directly impact on corporate practices.

The design of high performance boardrooms is instrumental to shareholders, policymakers, directors, executives, rank and file employees, suppliers, customers and other direct and indirect stakeholders, as it may help avert future corporate governance mishaps.

As of today, the academic and popular literature has yet to provide unequivocal guidance for the development of high performance boardrooms. This study fills an important gap in the prevailing corporate governance literature by integrating both structural and socio-cognitive factors into the design framework of the board of directors.

This study aims to open up the black box of the boardroom by directly observing directors’ interactions during meetings to better understand board processes.

We analyze videotaped observations of board meetings at two Australian companies to develop insights into what directors do in meetings and how they participate in decision-making processes. The direct observations are triangulated with semi-structured interviews, mini-surveys and document reviews.

Our analyses lead to two key findings: while board meetings appear similar at a surface level, boardroom interactions vary significantly at a deeper level (i.e. board members participate differently during different stages of discussions), and factors at multiple levels of analysis explain differences in interaction patterns, revealing the complex and nested nature of boardroom discussions.

By documenting significant intra- and inter-board meeting differences, our study challenges the widespread notion of board meetings as rather homogeneous and monolithic, points towards agenda items as a new unit of analysis and highlights the need for more multi-level analyses in a board setting.

While policymakers have been largely occupied with the “right” board composition, our findings suggest that decision outcomes or roles’ execution could be potentially affected by interactions at a board level. Differences in board meeting styles might explain prior ambiguous board structure-performance results, enhancing the need for greater normative consideration of how boards do their work.

This study complements existing research on boardroom dynamics and provides a systematic account of director interactions during board meetings.

The efforts to improve on the stewardship role of corporate governance have mainly emanated from external forces, such as pressure from shareholder groups, regulators, organized exchanges and courthouses. However, past research and field evidence, not the least being the Enron's scandal, have demonstrated that the independent structure of the board is far from being a guarantee to its optimum performance. Building on survey results administered to individuals with significant boardroom experience, it is argued in this paper that the quest for complete autonomy in the boardroom should be extended beyond the structural configuration to also include the psychological independence dimension.

Considerable ignorance exists as to what directors actually do. Increasingly the legitimacy of the board is being challenged. Much controversy surrounds the question of to whom the board should be responsible. The role of directors and the inevitability of stakeholder conflict are reviewed. The merits of different board structures are considered from the international perspective. Major conceptual alternatives are proposed. It is concluded that however mechanistically efficient structure may be, its success will be inhibited by the strategic skills of its constituents.

Corporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition from external to internal accountability mechanisms primarily occurs at the board of directors. Yet outside of incentive mechanisms, we know surprisingly little about how internal actors (management) are held to account by the representatives of external shareholders (the board). The purpose of this paper is to explore the process of accountability at this transition point by documenting the routines used by boards to hold the firm’s management to account. In doing so, we develop the understanding of the important transition between internal and external firm accountability.

An inductive, case-based approach identifies recurrent behaviour patterns in two matched boards over three video-taped meetings. Sequential analysis of coded group and individual behaviours provides insight into boards’ accountability routines.

The boards engaged in clear, recurrent accountability routines. Individuals on the boards play different roles in these routines depending on the issue before the board, allowing both directors and managers to hold each other to account. The outsiders (directors) both challenge and support the insiders (managers) during board discussions, switching their behaviours with different agenda items but maintaining a consistent group level of support and scepticism across the meeting. This allows for the simultaneous development of trust and verification at the group level, a necessary condition for effective accountability.

As board relationships and organisational context are highly variable, future research should concentrate on testing the generalizability of the results across different board and shareholder structures.

The results call into question the current governance focus on the independence of the individual director, as the authors identify that all directors appear to act as agents at one time or another in a meeting. Accountability at the boardroom level requires an effective group process not usually addressed in governance recommendations or regulation.

This study provides unique insights into board dynamics, documenting the accountability implications of group behaviours. By focussing on the group process, the authors highlight the potential mismatch of monotonic, individual-level approaches to governance and accountability prevalent in current agency approaches.

The purpose of this paper is to investigate the indirect relationship between board gender diversity and capital structure decisions and to examine whether the capital structure is affected by the type of approach used to promote women’s participation in the boardroom.

Based on a sample of French non-financial listed companies over the period 2006–2019, this paper uses structural equations modeling, difference-in-differences using propensity score matching and chow test to highlight these effects.

This paper finds that the relationship between the board gender diversity and the capital structure is mediated through the information transparency channel and firm risk taking channel. Furthermore, the results show that the effect of board gender diversity on capital structure decisions varies through the approach adopted (voluntary, enabling or coercive).

This paper contributes to the literature in several ways. First, the study is to the knowledge the first to examine whether and how board gender diversity affects capital structure decisions through two mediations channels, namely, the information transparency and the firm risk taking. Second, the study is one of the first to examine whether the capital structure is affected by the type of approach used to promote women’s participation in the boardroom: coercive, enabling or voluntary approach.

This study examines the impact of female directors' representation in the boardroom and the role of institutional ownership (IO) on intellectual capital efficiency (ICE) and its three efficiency components: human capital efficiency (HCE); innovation capital efficiency (INCE) and capital employed efficiency (CEE).

A sample of non-financial French firms listed within the Société des Bourses Françaises-120 (SBF-120) was employed for the period from 2011 to 2020 using the generalized method of moments (GMM) approach to test the set of hypotheses.

Grounded in agency and resource dependence theories, this study found that female directors play a vital role in enhancing ICE. IO also has a significant role to play. Active institutional investors tend to push toward gender-balanced boardrooms and play an external supervisory role to improve efficiency. Moreover, female financial experts on audit committees also contribute to the ICE decision-making process within firms with high IO levels.

This study focused only on IO. Future research may use other forms of ownership, such as foreign or family ownership.

The findings may serve as a reference for managers and policymakers to enhance IC management and make appropriate investment decisions. Managers and policymakers may rely on strategic and effective decisions regarding the efficient use of IC for value creation through the judgments of female directors.

The current study adds significant insights to the accounting and intellectual capital literature.