Search results

Prior research shows that co-opted directors adversely impact many corporate outcomes, yet little is known about these directors' impact on CSR performance. The authors investigate whether and how co-opted boards affect the firm's CSR score and component CSR scores.

The authors use panel regression models to investigate this study's research questions and address endogeneity concerns using the system generalized method of moments (system GMM) and a quasi-natural experiment.

The authors report new evidence showing that co-opted boards negatively impact CSR performance based on the CSR score. Results identify board characteristics that accentuate or moderate the effect of co-option on the CSR score and show that board independence, the presence of women on the board, and CEO duality positively and significantly impact the CSR score. These findings are robust across alternative measures of co-option and in the results of models addressing endogeneity concerns. An extended analysis utilizing CSR component scores reveals a significant negative impact of co-option on the environment component score using various measures of co-option and on employee relations, product quality, and human rights component scores using selected measures of co-option.

Findings have implications for board structuring and composition for firms aiming at improving their CSR score.

The study provides new evidence on the impact of co-opted boards on CSR performance. The results help inform stakeholders such as policymakers, executives and directors, shareholders, and capital market participants on how board composition affects socially responsible activities and performance and identify CSR component areas that require attention.

This study aims to examine whether compensation committees dominated by co-opted directors are less effective in mitigating the CEO horizon problem.

The author uses a sample of 7,280 firm-year observations from 1998 to 2011.

In this study, the author finds evidence of opportunistic research and development (R&D) reduction and accruals management in firms with retiring CEOs and compensation committees dominated by co-opted directors. Moreover, it is found that R&D reduction and income-increasing accruals are less discouraged when determining the compensation for retiring CEOs by compensation committees that are dominated by co-opted directors. The results suggest that compensation committees dominated by co-opted directors are less effective in adjusting CEO compensation to mitigate the CEO horizon problem.

The study reveals that co-opted directors are weak monitors. Moreover, the study adds empirical evidence to the debate of organizations’ CEO horizon problem. Finally, the study adds to the literature on corporate governance, revealing that compensation committees play an important role in mitigating an organization’s CEO horizon problem by adjusting CEO compensation.

This study aims to examine whether co-opted directors influence analysts’ recommendations. As information intermediaries, financial analysts should incorporate the quality of corporate governance into their valuation because well-governed firms are associated with lower agency costs and better performance. Co-opted directors are those appointed after the incumbent chief executive officer assumes office. The authors investigate whether board co-option has an effect on analyst recommendations.

The present study uses univariate analysis, multi-variate regression analysis and conduct a natural experiment using the Sarbanes-Oxley as an exogenous shock.

The results show that firms with fewer co-opted directors tend to receive more favorable recommendations, suggesting that analysts favor firms with strong corporate governance. The results hold even after controlling for various firm characteristics, including the traditional measures of board quality, i.e. board size and independent directors.

The paper is the first of its kind and offers evidence on the effect of co-opted directors on analyst recommendations. The results contribute to the literature both in corporate governance and in financial intermediaries, where analysts play a crucial role in providing information to the various participants in financial markets.

The authors seek to analyze the impact of weak corporate governance by top executives of a firm on the firm's earnings reports. This research is meant to further emphasize the impact of co-opted executives on a firm, primarily through their impact on earnings management.

Using financial data from 11,473 firm-year observations, the authors utilize ordinary least squares (OLS), 2-stage IV regressions, propensity score matching (PSM) and entropy balancing to analyze the impact of a co-opted top management team on discretionary accruals and restatements.

The authors find empirical evidence that firms with weak corporate governance from top executives are more likely to manipulate reported earnings and have lower financial reporting quality. The authors also find that the effect of co-opted executives on earnings management is weaker when a chief executive officer's (CEO’s) incentives are not aligned with those of top executives, suggesting that executives prevent earnings management due to reputational concerns. Co-opted chief financial officers (CFOs) increase the magnitude of earnings management in a firm but are not solely responsible for the authors' results.

The authors' results suggest that the top executive team provides an important first defense in the prevention of earnings management and corporate wrongdoing. Co-option of the top executive team may be an important consideration when doing research into corporate governance.

The purpose of this paper is to investigate the relationship between corporate board co-option and employee welfare practices.

The authors employ several analysis techniques including univariate analysis, OLS regressions, Poisson regressions, and propensity score matching methodology. The sample consists of US public firms for the period of 1996–2017. The variables of interest are the employee welfare index (EWI) proposed by Ghaly et al. (2015) and the co-option ratio proposed by Coles et al. (2014).

The authors find that firms with a higher fraction of co-opted directors on their boards are less committed to the firms' employee well-being. The empirical results support the argument that the interests of co-opted directors are more closely aligned with the interests of the CEO who had an influence on selecting them to the board, which compromises their monitoring role.

This paper contributes in several ways to the literature on corporate governance and corporate social responsibility (CSR) by linking board co-option to employee welfare. By focusing on board co-option to explain the degree of firms' involvement in employee welfare, which is one of the crucial components of CSR performance, the authors provide pinpointed and detailed findings on a timely issue of CSR.

This study aims to investigate the association between the co-option of the chief financial officer (CFO) and dividend payments, assessing whether the talent of the CFO affects this association.

The empirical analyses were based on hand-collected data for 922 firm-year observations from 157 European listed firms, during the period 2013–2019. Empirical models, based on a two-step estimation procedure, involved the use of instrumental variables and the generalised moment method.

The results show that CFO co-option is negatively associated with the level of dividend payments. It was also found that the degree of CFO talent moderates the negative association between CFO co-option and dividend payments.

This investigation responds to the call for literature which examines how chief executive officer (CEO) – CFO relationships influence firms’ policies and outcomes. The study offers novel evidence for the individual-level characteristics of CFOs which are likely to reduce the effectiveness of CEO power and increase monitoring on corporate decisions on dividends.

The study sheds light on the effect of the interactions between CEOs and CFOs, which are important for investors’ expectations. In this regard, investors may be interested in the CFO profiles which may reduce CEO power over dividend policies.

Unlike previous research, which focused on CEOs, the authors are the first to shed light on the role of CFOs as key decision makers in influencing the dividend policies in modern corporations.

The critical recommendations of the majority report are as follows: • employee representation on company boards should be compulsory in companies with 2 000 employees or more • this representation should be based on the present unitary board and not on the supervisory board principle • there should be three groups of director: one representing shareholders; another representing employees and a third group of co‐opted members acceptable to both the other groups • the shareholder representatives and the employee representatives should be equal in number and each group, separately, should be greater than the number of co‐opted members. (This is the 2x + y formula.) • employee directors should be chosen solely through trade union machinery • only unionised employees should influence the choice of employee directors • this influence should be exercised exclusively through a Joint Representation Committee (JRC), representing the unions in the company, and not directly by employees • before any scheme is adopted it must receive the support of more than 50 per cent of the total employee force, through a secret ballot of both the non‐unionised and the unionised employees • for this ballot to be valid at least one third of the eligible employees must vote in it • the new system could be triggered off only by a request to hold such a ballot • the request could come only through the recognised unions in the company • an Industrial Democracy Commission would be formed to supervise and monitor the introduction of the system and to conciliate and adjudicate in certain types of dispute • the system could not be expected to work without a major training effort. (This report is probably unique among government reports in quantifying this effort in terms of time, facilities and cost) • any new law should deal only with representation on company boards and should not concern itself with other forms of representation below this level, eg works councils

The purpose of this study is to examine whether independent directors' financial expertise affects the use of private information in setting bank chief executive officer (CEO) bonuses.

The association between future firm performance and bank CEO bonuses is used to measure the incorporation of private information into bonuses. Both level and change specifications are employed to test the effect of independent directors' financial expertise on the use of private information in setting CEO bonuses.

It is found that future firm performance is more positively associated with bank CEO bonuses for banks with a higher proportion of financial experts among independent directors than for other banks. The findings suggest that independent directors with financial expertise can more effectively use private information in setting bank CEO bonuses.

Research on independent directors' role in the use of private information in setting compensation is valuable for understanding how corporate governance can enhance the efficiency of CEO compensation contracts. This study indicates that financial experts on the bank board play an important role in this regard.

Studies on corporate boards examine how social ties between the CEO and independent board members affect the effectiveness of board monitoring. Much evidence suggests that social connections between the CEO and independent directors are associated with inadequate monitoring and lower firm value (Hwang and Kim, 2009; Fracassi and Tate, 2012). In this study, the authors note that social connections of the independent directors are of different nature and thus should not be treated as a homogeneous group; that is, the nature of connections among directors can be quite different from that between the CEO and directors, which is the primary focus of previous studies.

The authors classify independent directors into four mutually exclusive groups based on their social connections to the CEO and other independent board members and examine what role each type of connection plays in corporate monitoring using panel data and cross-sectional fixed effect regressions.

The authors find that Only_CEO%, the proportion of independent directors who are connected only to the CEO, is negatively associated with monitoring intensity. Specifically, firms with higher Only_CEO% have larger CEO compensation, lower likelihood of dismissing the CEO, more co-opted board and worse firm performance. In contrast, No_CEO_Ind%, the proportion of independent directors who have no connection to either the CEO or other independent directors is associated with more effective monitoring. These findings suggest that independent directors with different degrees of social connections exhibit different monitoring qualities.

When more independent directors, who are connected exclusively to the CEO, are on the board, they consistently deliver low monitoring quality. However, when more independent directors with no connections to either the CEO or any independent directors are on the board, they enhance monitoring quality. These findings can be used to construct board structures with more effective monitoring ability.

This paper extends the literature on social networks in corporate finance. The authors show that independent directors with exclusive connections to other independent directors do not have a significant effect on board monitoring, but those truly independent directors are associated with better monitoring quality. These findings suggest that different types of social connections of independent directors play a different role in board monitoring and help extend our understanding of the function of social connections of independent directors in corporate governance.

This book is a policy proposal aimed at the democratic left. It is concerned with gradual but radical reform of the socio‐economic system. An integrated policy of industrial and economic democracy, which centres around the establishment of a new sector of employee‐controlled enterprises, is presented. The proposal would retain the mix‐ed economy, but transform it into a much better “mixture”, with increased employee‐power in all sectors. While there is much of enduring value in our liberal western way of life, gross inequalities of wealth and power persist in our society.