Search results

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.

This paper aims to examine empirically the impact of gender diversity on corporate performance by both comparing different positions occupied by female directors on the boards and their personal-specific characteristics.

The paper examines a sample of Italian listed companies during 2006–2015. To deal with endogeneity issues, the authors use a generalized method of moments as an empirical methodology.

The empirical findings show that the positive effect of both independent and executive women directors on firm performance is moderated by the specific characteristics of female directors. Specifically, the analyses show that foreign and busy females negatively impact on performance. Conversely, graduate female directors strengthen the positive link between executive women and firm performance.

The paper sheds light on the consequences of appointing different types of female directors (i.e. independent, executive, graduate, foreign and busy) on firm performance. Our empirical research that investigates the association between gender diversity and performance in the Italian context based on a longitudinal study, which involves a period of ten years, allowing consideration both of the years before and after the introduction of the gender quota law (Golfo–Mosca law).

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 study aims to pinpoint gaps in the literature on corporate governance and remuneration by producing a comprehensive bibliometric review for the period 1990–2020.

Bibliometric analysis is the quantitative study of the bibliographic material in a specific research field. It allows an analyst to classify that material by paper, journal, author, indexation, institution or country, among other possibilities. This study reviews a total of 298 Web of Science–indexed journal articles on corporate governance and top-management remuneration schemes.

The authors find five distinct research strands: (1) firm performance and remuneration of top management, (2) the remuneration and independence of boards of directors and the efficiency of boards of directors as a governance system, (3) outside-director remuneration and the efficiency of outside directors as a monitoring system, (4) director remuneration and the corporate governance of companies and (5) the role of ownership structure and top managers' compensation schemes as corporate-governance tools. The authors identify gaps in the literature and avenues for future research for each of these strands.

The authors’ findings have implications for board diversity (e.g. gender diversity), remuneration policy for top-level managers and governance issues (independent directors, separation of ownership with control). This study is the only one to summarize the key topics on which top research has been focused and can be broadly used for corporate governance management perspective.

This paper provides an overview of how the literature on corporate governance and remuneration has developed and a synopsis of the most influential and most productive authors, countries and journal sources. It creates an opportunity for other researchers to focus on this area. This study will also serve as a foundation for future meta-analyses.

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).

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 study investigates the impact of board independence on firm risk of Vietnamese listed firms and the moderating effect of capital expenditure on this relationship.

This paper applies fixed effects and dynamic generalized method of moments (GMM) models to examine hypothesized associations between the proportion of nonexecutive directors and stock return volatility, as well as the moderating effect of capital expenditure. The robustness tests are implemented by applying alternative measures of overinvestment and firm risk.

The results show that the presence of nonexecutive directors on board increases firm risk. However, the combination of nonexecutive ratio and capital expenditure ratio has a significant negative impact on firm risk. The result is also confirmed by the difference between the monitoring role of nonexecutive directors in overinvesting and underinvesting firms.

The results imply that Vietnamese listed firms take stock return volatility into consideration before nominating and appointing nonexecutive directors into their board, especially in overinvesting firms. From another perspective, the shift toward having a majority of nonexecutive directors on boards can play a significant role in pursuing a stable or risky business strategy.

This paper investigates the influences of nonexecutive directors on firm risk in the context of Vietnam.

Boards presently are considered the most critical component in improving corporate governance (CG). Board diversity is increasingly being recommended as a tool for enhancing firm performance. Academic research and regulatory action regarding board diversity are focussed mainly on gender and ethnic composition of boards. However, the perspective of board members on board diversity and its impact is mostly missing. Moreover, while strategic leadership perspective suggests that a broader set of upper echelon’s characteristics may shape their actions, empirical evidence investigating the impact of less-explored attributes of diversity is almost non-existent. While the research on the input–output relationship between board diversity and firm performance remains equivocal, an intervening relationship between board diversity and board effectiveness needs to be understood. The purpose of this paper is to address all three limitations and explore the subject from board members’ perspective.

The paper presents the findings of qualitative, exploratory research conducted by interviewing 42 board members of FTSE 350 companies. The data are analysed thematically.

The findings of the research suggest that board members of FTSE 350 companies consider the diversity of functional experience to be a critical requirement for boards’ role-effectiveness. Functionally diverse boards manage external dependencies more effectively and challenge assumptions of the executive more efficiently, thus improving CG. The findings significantly contribute to the literature on board diversity, as well as to strategic leadership theory and other applicable theories. The research is conducted with a relatively small but elite and difficult to approach set of 42 board members of FTSE 350 companies.

The paper makes a unique and significant contribution to praxis by presenting the perspective of practitioners of CG – board members. The findings may encourage board nomination committees to seek board diversity beyond the gender and ethnic characteristics of directors. The findings may also be relevant for policy formulation, as they indicate that functionally diverse boards have improved effectiveness in a range of board roles.

Board diversity is about building a board that accurately reflects the make-up of the population and stakeholders of the society where the company operates. The aim of board diversity is to cultivate a broad range of attributes and perspectives that reflects real-world demographics as boards need to continue to earn their “licence to operate in society” as organisations have a responsibility to multiple constituents and stakeholders, including the community and the wider society within which they exist. Building social capital through diversity has value in the wider context of modern society and achieving social justice.

The paper makes an original and unique contribution to strategic leadership theory by strengthening the argument of the theory. The paper explores beyond widely researched attributes of gender and ethnicity on boards and explores the impact of a less-researched characteristic of directors – their functional experience. Moreover, the paper opens the “black box” of CG – boards, and presents the perspectives of board members. The findings indicate that board members in FTSE 350 boards define diversity more broadly than academics and regulatory agencies often do.

This paper expands theory on strategists by investigating how non-executive strategy professionals in multi-business firms strategize. In focus is the strategizing of two groups of non-executive strategy professionals: a corporate strategy team and eleven business strategists employed in each of the incorporated units.

A case study design was employed to explore privileged accessed data to gain first-hand in-depth qualities of strategists' work. The design was characterized by phenomenon driven immersed participatory insider research with retrospective reflection and theorizing. Data includes strategies, interview data, calendars, meeting minutes, workshop material and observational field notes.

Non-executive strategy professionals in multi-business firms are either employed at the corporate center or in the peripheral businesses. Based on this location and their individual experiences they assume an exclusive content or an inclusive process strategizing orientation. In practice, the groups strategize tightly together.

Case studies are useful in explorative research providing thick descriptions. While empirically rich, the results of this study are limited by the context of one single case. Future research is encouraged to confirm, contradict and refine the results presented.

The insights from this study can help organizations regarding how to employ strategy professionals in multi-business firms.

This paper contributes to a recognized need to explore strategists' work. In contrary to the majority of existing research, focusing on senior management and/or strategy formulation, this paper highlighted non-executive strategy professionals' strategizing.

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.