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This chapter demonstrates that social business models do not meaningfully prioritize or impose accountability to “social good” over other purposes in ways that (a) best protect against owners changing their minds or entry of new owners with different priorities and (b) enable reliable accountability over time and across circumstances. This chapter further suggests a model – a “social primacy company” – that actually prioritizes “social good” and meaningful accountability to it. This chapter thus clarifies circumstances under which existing models might be most useful and are not particularly useful, especially as investors, entrepreneurs, employees, regulators, and others pursue shared, common understandings about purposes, priorities, and accountability.

The purpose of this paper is to investigate the role of independent non-executive directors (INEDs) in Malaysian public listed companies (PLCs), other than the control role prescribed by agency theory and reformatory documents such as the Malaysian Code of Corporate Governance.

A qualitative research design, consisting of face-to-face interviews with 27 company directors of Malaysian-owned PLCs, was instigated.

The interviews revealed that INEDs do more than just monitor their executive counterparts. Apart from the control role, INEDs of Malaysian companies provide a conduit for mitigating uncertainties in the environment and perform invaluable services to the host companies.

This research utilized interviews. Generalizations may be an issue when interviews are used as the method of inquiry. Also, the sample is not random as access to many of the interviewed directors depended on recommendations. In addition, respondents were consciously selected in order to obtain various board positions that include independent and non-independent directors.

There are limited studies using qualitative research design in investigating INEDs’ performing other roles apart from the control role of the board in developing countries. Many of previous studies and literature in this area of corporate governance were predominantly based upon experiences of western economies.

One main concern and issue affecting earnings quality is the extent to which managers manipulate earnings to mislead stakeholders about the underlying economic performance of the company or to influence contractual outcomes that depend on reported accounting numbers. This study builds on prior research and examines empirically the relationship between board leadership structure and earnings quality of manufacturing firms in Nigeria. The purpose of this paper is to specifically focus on four board structure characteristics: board size, composition, proportion of non-executive directors and CEO duality.

Data used for this investigation were collected from secondary sources, i.e. annual reports and accounts. The study used the Pooled OLS regression model to examine the effect of the board structure on earnings management for a sample of 45 non-financial listed Nigerian companies (conglomerates, consumer goods and industrial goods firms) for the years 2011 to 2016.

Based on the analysis, board size and board composition were positive and significant. However, proportion of non-executive directors was negative and significant; while, CEO duality was positive and statistically significant. It was consequently recommended that audit firms should review their audit business model and become more circumspect of their client, e.g. provide fraud assessment and checks for earnings quality. Boards should not just reflect size but rather the skills and expertise of individuals appointed to the board. Furtherance to this, the effectiveness of boards can be improved by committees and sub-committees allocation of duties.

Few studies have addressed this area in the country.

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.

This paper aims to analyse the influence of board characteristics on corporate reputation.

In total, 128 Brazilian publicly traded companies from Refinitiv Eikon were analysed between 2016 and 2020. The dependent variable was corporate reputation, whereas the independent variables were board size, gender diversity, board independence and audit committee presence. Multivariate analysis was used.

The results presented empirical evidence that board members can impact corporate reputation. Findings showed that board size, gender diversity and independence positively influence Brazilian companies’ corporate reputation. Conversely, an audit committee had no significant impact on corporate reputation.

The paper presents a contribution to the significance of board members in shaping a company's corporate reputation, using the signalling theory and the resource-based view (RBV) theory.

Regarding practical implications, this work provides subsidies for managers to value board characteristics because they directly reflect on corporate reputation and competitive advantage, leading to more sustainable performance.

The research findings highlight that a diverse board encourages the organisation to improve its workforce, human rights, relations with the community and responsibility for manufactured products.

The relationship between board characteristics and corporate cooperation is poorly established in the literature. Furthermore, the results prove the RBV theory in an emerging context. Similarly, the signalling theory proved helpful in improving Brazilian firms’ corporate reputation.

In this paper the authors aim to argue that the existence of a strong corporate governance mechanism (a formal credibility-enhancing mechanism) and the presence of a more trustworthy-looking CEO (an informal credibility-enhancing mechanism) are substitutes.

By using machine-learning-based facial-feature-point detection technique, the authors construct a proprietary facial-trustworthiness database for a large-scale of CEOs in the US listed companies. First, the authors manually search for qualifying CEO image from websites and annual reports. Second, by following the neuroscience and psychology literature, the authors use the machine-learning-based face detector to identify the facial features in the CEO photos to calculate a rich and reliable set of facial-trustworthiness measures. The authors then construct a composite facial-trustworthiness index for each CEO. After obtaining accounting data, the authors’ final sample comprises 16,201 firm-year observations for 3,186 CEOs in the sample period of 2000-2018.

The results of the authors’ regression analyses show a negative association between board monitoring intensity and CEOs' facial trustworthiness, indicating that board directors may factor CEOs' facial trustworthiness into their monitoring decisions. Moreover, the authors find that these results are mainly driven by CEOs whose tenure is below the third quartile (i.e. eight years). The authors further find stronger results for externally hired CEOs than internally promoted CEOs. Finally, the authors’ results remain robust when using change models or subsample of CEO photos in recent years.

First, to the best of the authors’ knowledge, this is the first study that adopts a large sample to provide systematic evidence on the directors' use of facial trustworthiness. This study extends the literature by documenting the impacts of CEOs' individual characteristics on the board monitoring intensity. Second, the results of this study emphasized the important role of perceptions based on executives' facial appearance in firm valuation, executive compensation and audit fee, and by presenting empirical evidence that CEOs' facial trustworthiness affects board monitoring intensity. Third, this study responds to the call for research on personalized trust by Hsieh et al. (2020).

Recent regulatory changes in Europe have promoted non-financial reporting practices (e.g., Directive, 2014/95/EU) and gender diversity in decision-making positions. Special attention is devoted to promoting the gender balance on corporate boards as a key mechanism to enhance corporate governance effectiveness and better address multiple stakeholders' needs. With this in mind, this study intends to examine the impact of boardroom gender diversity on Environmental Social Governance (ESG) disclosure practices in the European listed firms' context.

The study applies different panel data models on an extended sample of 1,392 firms from 21 European Union (EU) countries for six years (2014–2019).

Findings allow to spotlight the positive role exerted by the presence of women directors on the boards in enhancing ESG disclosure, both at the overall and specific (individual ESG scores) level.

Policymakers and regulators might consider the study's evidence as a stimulus to continue in promoting strategic actions and reforms that foster gender equality and balance in corporate decision-making positions.

Creating a heterogeneous and diversified board of directors may support implementing a “sustainable corporate governance” recently claimed by the EC.

The study contributes to the literature by disentangling the links between gender diversity and ESG disclosure over a period that covers a long season of European regulations and measures that affected both non-financial reporting practices and the board of directors' composition. Accordingly, it can contribute to enhancing the practical and theoretical understanding of the pivotal role that gender diversity may exert in strengthening corporate governance and, in turn, corporate transparency and accountability behaviours about non-financial issues.

Building on behavioral agency theory, the authors explore the role played by corporate governance characteristics as drivers of the diversification strategies of family firms. Specifically, this study aims to investigate the effects of board size and board gender diversity on the likelihood that family firms will execute a diversifying acquisition vis-à-vis a related acquisition. Furthermore, the authors investigate the contingency effects played by foreign directorship and the firm’s listing status.

The hypotheses are tested on an original sample of 213 cross-border acquisitions executed by Italian family firms between 2008 and 2021.

The findings suggest that both large board sizes and greater gender diversity positively affect the diversification of family firms. While the presence of foreign directors magnifies the positive effect of board size, gender diversity discourages diversification in the case of listed firms.

The originality of this study is twofold. First, while prior literature has mostly focused on the family vs nonfamily dichotomy, this paper contributes to an emergent line of research investigating the heterogeneity among family firms’ corporate strategy decisions. Second, by exploring the corporate governance-diversification link in the context of family business, the authors answer to recent calls that diversification by family firms deserves further investigation in light of its highly controversial nature in terms of socioemotional wealth implications and potential mismatch among multiple objectives.

This study aims to investigate the effect of media coverage, negative media tone and the interaction between negative media tone and independent non-executive directors (INEDs) on strategic information disclosure (SD).

The authors rely on media agenda-setting theory, agency theory and a panel data set of 52 UAE non-financial listed firms from 2009 to 2016. Multivariate regressions examine the effect of media coverage and negative media tone on SD and examine the moderation of INEDs on the effect of negative media tone on SD while controlling for firm size, board size, board meeting frequency, firm profitability and leverage.

The results show that negative media tone has a negative effect on SD, and there is no association between media coverage and SD. The results show that INEDs are negatively associated with SD and have a negative moderating effect on the negative media tone–SD relationship. INEDs follow a conservative approach, encouraging less SD when their firms face negative media tone.

The authors measured media coverage and negative media tone by the number of news articles. In the robustness test, they use media tone score. They measured SD using an index that captures firm strategy dimensions. Though these measures are inherently subjective, they were used to measure variation in media coverage, media tone and SD across listed UAE non-financial firms. Mitigation of subjectivity was achieved through rigorous cross-checking measurements.

Findings assist UAE policymakers and the international business community with insights related to articulation of media to SD and INEDs’ role in moderating the effect of media on SD.

To the authors’ knowledge, this is the first study that combines media agenda-setting theory with agency theory and SD in an emerging market economy (the UAE). The study is also among the few studies that illustrate the possible role of INEDs under different media tones in emerging markets.

The study, by focusing on a context dominated by firms with a concentrated ownership, in which type-II agency problems (principal-principal conflicts) may occur, aims to depict which board configurations may be effective in protecting minority shareholders by mitigating the risk of controlling shareholders' expropriation via cash holdings.

The research adopts a configurational approach and empirically conducts a fuzzy set/qualitative comparative analysis on a sample of 268 Italian listed companies.

The analysis depicts three combinations of board configurations and ownership structures that can be considered effective, namely Active Independent Control, Female Active Control and Double Internal Control.

The study revisits the topic of the risk of expropriation via cash holdings in a type-II agency problem framework and delineates the meaning of board effectiveness in a mature context ruled by family firms, like Italy. Furthermore, by drawing on a configurational approach, it overcomes the causality relationship between each board characteristic and cash holdings policies and reasons from a “bundle” perspective.