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This research aims to examine and understand the rationales and modalities behind the use of disclosure before, during and after a corporate governance scandal involving CPA Australia (CPAA).

Data beyond CPAA's annual reports were collected, such as news articles, media releases, an independent review panel (IRP) report, and the Chief Operating Officer's letter to members. These disclosures were manually coded and analysed through the word counts and word trees in NVivo. This study also relied on Norbert Elias' conceptual tool of power games among networks of actors – figurations – to model the scandal as a power game between the old Board, the press, concerned members, the IRP and the new Board. This study analysed the data to reveal a collective and in fieri power balance that changed with the phases of the scandal.

A mix of voluntary, involuntary, requested and absent disclosures was important in triggering, managing and ending the CPAA scandal. Moreover, communication and disclosure fulfilled a constitutive role since both: mobilised actors, enabled coordination among actors, contributed to pursuing shared goals and influenced power balances. Such a constitutive role was at the heart of the ability of coalitions of figurations to challenge and restore the powerful status quo.

This research introduces to accounting studies the collective and in fieri dimensions of power from figurational theory. Moreover, the research sheds new light on using voluntary, involuntary, requested and absent disclosures before, during and after a corporate crisis.

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this study aims to examine Japanese IR managers’ perceptions of the influence of foreign shareholders on Japan’s corporate governance reform and stakeholder-based system. The paper examines tensions, conflicts and collaborations among different stakeholders involved in corporate governance changes in Japan, especially in the areas of firm ownership, employment relations and boards of directors. The paper explains why convergence does not happen in some large Japanese companies by investigating Japanese managers’ responses to and perceptions of foreign shareholders in multiple corporate contexts.

The author conducted in-depth interviews with ten IR managers at large, listed Japanese companies in Kyoto and Tokyo and two managers at foreign investment banks in Tokyo, between 2018 and 2021.

This paper explores five themes that emerged from my interviews: Chief executive officers’ (CEOs’) mixed perceptions of foreign investors, the effectiveness of CEO compensation and outside directors, managers’ reluctance to accept stock price-driven business strategies, foreign investors’ engagement vs investments in index funds and gender patterns, including the effectiveness of token female outside directors. The Japanese companies the author looked at incorporated foreign shareholders as consultants and adopted a few major shareholder-based customs, such as CEOs communicating with investors, having outside directors, increasing CEO compensation and slimming down unprofitable parts of the business via restructuring and downsizing. Simultaneously, they resisted a few major shareholder-based practices. Foreign shareholders’ pressure revealed tensions and contradictions between the Japanese stakeholder system and shareholder primacy-based customs.

This paper is one of the few qualitative studies that explores Japanese IR managers’ responses to and perceptions of foreign shareholders in corporate governance reform, with a particular focus on ownership, employment relations and board members. This paper provides examples of tension, conflict and cooperation between Japanese managers and foreign investors, as seen through the eyes of Japanese IR managers. Examining changes in Japan’s stakeholder-based system of corporate governance reform enables us to better understand the processes by which, with vigorous pressure from government and foreign shareholders, a non-western country like Japan may adopt shareholder-based customs and how such a change may also lead to institutional changes.

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.

This paper aims to synthesize the diverse literature on nomination and remuneration committees and provide avenues for future research.

This study provides a comprehensive literature review of theoretical and empirical studies published in reputable international journals indexed by Scopus.

The literature review reveals several aspects of the nomination and remuneration committee. These aspects have been classified into the definition of the nomination and remuneration committee, dimensions of the nomination and remuneration committee, measurement and research review results, reasons for conflict empirical findings, company dynamics and research on moderators, as well as recommending future research.

Our literature review shows that nomination and remuneration committees play a role in improving board performance and company performance, reducing agency conflicts and improving corporate governance to provide implications for companies, regulators and investors and pave the way for future research.

This paper identifies issues related to nomination and remuneration committees, their theoretical and practical implications and avenues for future research.

Chinese-listed firms with Belt and Road Initiatives (BRI) play a crucial role in advancing the outward investment policy of China. Board diversity can be vital, and intellectual capital disclosure (ICD) showing future earnings can build investor confidence in these firms. This study examines these two relationships in Chinese-listed firms with BRI projects during a predictable business outlook period (2019, pre-Covid period) and unpredictable business outlook period (2020, Covid period).

The study used least squares regression that analysed the target population comprising 79 listed Chinese firms with BRI projects in 2019 and 2020. The China Stock Market and Accounting Research (CSMAR) database provided board diversity data. Analysing annual reports using content analysis provided the ICD data, collected by following an established intellectual capital (IC) coding framework in the literature. After collecting board-related data, the study calculated the diversity between boards in firms (diversity of boards – DOB) using cluster analysis. The study estimated the diversity within each board (diversity in boards – DIB) using Blau's Index.

The findings indicate that in the predictable business outlook environment, DOB positively associates with ICD, and DIB negatively associates with ICD. In the unpredictable business outlook environment, the DIB and DOB interaction negatively associates with ICD, and DOB positively associates with ICD.

The findings apply to Chinese-listed firms with BRI projects and further research is required to generalise findings beyond them. This study used annual reports to collect ICD, but a future study could examine BRI firms' social media and website disclosures. The attributes selected for board diversity dimensions can contribute to bounded findings, and future studies could expand the board diversity attributes included.

The findings provide insights into firms' board composition and structure associated with ICD.

This is one of the first studies providing empirical evidence about board diversity and ICD of Chinese-listed firms with BRI projects.

This study aims to examine the association between board gender diversity (BGD) and workplace diversity and the relative importance of various board and firm characteristics in predicting diversity.

With a novel machine learning (ML) approach, this study models the association between three workplace diversity variables and BGD using a social media data set of approximately 250,000 employee reviews. Using the tools of explainable artificial intelligence, the authors interpret the results of the ML model.

The results show that BGD has a strong positive association with the gender equality and inclusiveness dimensions of corporate diversity culture. However, BGD is found to have a weak negative association with age diversity in a company. Furthermore, the authors find that workplace diversity is an important predictor of firm value, indicating a possible channel on how BGD affects firm performance.

The effects of BGD on workplace diversity below management levels are mainly omitted in the current corporate governance literature. Furthermore, existing research has not considered different dimensions of this diversity and has mainly focused on its gender aspects. In this study, the authors address this research problem and examine how BGD affects different dimensions of diversity at the overall company level. This study reveals important associations and identifies key variables that should be included as a part of theoretical causal models in future research.

In recent years, the role of environmental, social and governance (ESG) disclosure has become crucial. The aim of this paper is to study how corporate governance affects one part of ESG disclosure: anti-corruption disclosure.

This study examined 140 corporate social responsibility (CSR) reports from companies listed on the Italian stock markets and 50 CSR reports from other companies, then this study analysed the adoption of the Global Reporting Initiative (GRI) standard no. 205.

The results show a low level of disclosure, and that corporate governance issues matter. In particular, the analysis found a positive relationship between the presence of female and outside members, the number of board members and the level of anti-corruption disclosure.

This study acknowledges some limitations. Firstly, the research is based on a one-year sample. Secondly, the research hypotheses are confirmed only when considered in relation to a single section of the GRI standards. Thirdly, this study has a bias towards relatively large enterprises.

It could be worthwhile introducing a soft regulation regarding the composition of the board of directors that requires a certain quantitative and qualitative composition.

To the best of the authors’ knowledge, this is one of the few studies, the first in Italy, that sheds light on anti-corruption disclosure and its determinants.

Family governance is a topic of substantial practical relevance that merits much more attention in family business research (Gersick & Feliu, 2014; Suess, 2014). The purpose of this book chapter is to use the framework of a fair process to gain a better understanding of how family governance practices can help an entrepreneurial family firm flourish. Central to the analysis is the case of a 100-year-old entrepreneurial family firm that will serve as a best practice. Interviews with key members of the family and the business were held, and secondary data were gathered and analyzed. The chapter starts with a theoretical outline of the family as strategic resource and the family governance as a mechanism to manage this strategic resource. The principles of fair process are introduced as an underlying framework for the well-functioning of family governance practices. This is followed by the introduction of the case and the discussion of the key findings. This chapter ends with some concluding remarks.

This paper aims to examine how CEO talk of sustainability in CEO letters evolves in a period of increased expectations from society for companies to increase their transition towards becoming more sustainable and to better account for progress and performance within the sustainability areas.

By adopting an interpretive textual approach, the paper provides a careful analysis of how CEO talk of sustainability in CEO letters of large listed Swedish companies developed during 2008–2017.

The talk of sustainability is successively becoming more elaborated, proactive and multidimensional. CEOs frame their talk by adopting different perspectives: the distinct environmental, the performance and meso, the product-market-oriented and the sustainability embeddedness and value creation. The shift towards an embeddedness and value-creation perspective in the later letters implies that the alleged capitalistic and short-sighted focus on shareholder value maximisation might be changing towards a greater focus on sustainability embeddedness as an important goal for succeeding with the transition towards a sustainable business.

The findings are relevant for policymakers and government bodies when developing policies and regulations aimed at improving the positive impact of companies on global sustainable development. Findings are also useful for management teams when structuring their sustainability talk as a response to external pressure.

The findings provide relevant input on how social norms, values and expectations are shaping the corporate discourse on sustainability.

The findings of this study contribute to an increased understanding of the rhetorical response in influential CEO letters to the surrounding sustainability context, including new national and international policies as well as sociopolitical events and discourses related to sustainability. This offers a unique frame of reference for further interpretational work on how CEOs frame, engage in and shape the sustainability discourse.

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.