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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.

Drawing on new insights from the perspectives and experiences of board members, the purpose of this study is to determine the board attributes that influence board roles in improving the integration of corporate social responsibility (CSR) into corporate governance structures. In total, 10 in-depth semi-structured interviews were conducted with directors of listed Jordanian companies to explore their perceptions of the effect of board of directors' composition on CSR and CSR disclosure (CSRD). The key findings show that boards with a diverse range of directors is essential independent/nonexecutive members, directors with business and/or accounting backgrounds, and foreign members to determine if they aim to better manage their CSR. To take CSR to the next level in the Arab region, we need to strengthen corporate governance mechanisms, and put more pressures on companies to make changes in board composition. For example, we suggest that companies that appoint business-educated and foreign members to their boards tend to engage in more impactful social and environmental-related activities and reflect their sustainable development more effectively. The study responds to calls for further research adopting qualitative methods, such as case studies and interviews in order to obtain a complete and in-depth understanding of the influence of board composition on CSR/CSRD. The findings provide useful insights for practice, policymakers, and future research.

This study aims to investigate the joint effect of foreign directors (FDs) and firm performance on the corporate strategic change.

A theoretical framework linking foreign directors, firm performance and strategic change is proposed and tested. This study uses a sample of longitudinal data from 958 US listed firms over the period 2010–2018. The basic model of study first tests whether there is a direct relationship between FDs and level of strategic change. It then incorporates firm performance as a moderating variable, testing its effect on the relationship between foreign director and strategic change.

Consistent with the study’s expectations, the empirical findings indicate that FDs rich in appropriate experience are associated with superior strategic change, measured both in terms of variation in firm strategy over time and deviation from industry norms. The findings confirm that FDs are a salient driver of strategic change. The strength of the effect, however, depends on the firm performance.

This paper has implications for effective global leadership development based on international appointments. First, directors can benefit from being assigned to work in foreign countries so that they are exposed to a wide range of experiences and can learn to overcome culture shock. Second, posting directors to foreign countries can improve their international knowledge and enhance various competencies related to creativity, leadership and problem-solving. By demonstrating that the board’s characteristics can play a role in corporate strategy development, the current study thus has implications for both study and practice with regard to board composition. The number of seats on any given board is finite, and each individual director is thus expected to not only monitor top management but also to apply their knowledge and relevant experience in service to the company’s ambitions. Except in cases where high firm performance leads to strategic persistence, the results suggest that greater levels of FDs correlate positively with strategic change.

The practical implications of this paper pertain to director recruitment and selection. First, the findings echo support for the inclusion of members with greater levels of international experience on boards and top management teams. It seems that, despite the importance of this characteristic, directors at US companies often lack substantial experience abroad (Carpenter and Westphal, 2001). A possible reason for this could be that internationally experienced employees otherwise lack the social capital necessary for promotion to directorships because of time spent stationed away from the firm’s headquarters. It is thus essential for companies to create networking opportunities for directors assigned to foreign offices.

Although previous research has provided some insight into how chief executive officer international experience can manifest in strategic change, this understanding remains far from complete for the members of board of directors. Furthermore, the topic of firm performance as a potential moderating influence remains underexplored. The aim of this study, therefore, is to assess the impact of FDs among directors on corporate strategic change while taking into account the possible confounding role of firm performance in this relationship.

This study aims to examine the effect of social reputation on the relationship between boards and foreign ownership on the quality of sustainability disclosure.

The sample of this study consists of publicly-traded primary and secondary sector companies in Indonesia for 12 years, from 2009 to 2020. This study uses panel model regression to generate its results. The disclosure data are hand-collected data sourced from annual financial and company sustainability reports.

Higher foreign board component companies report lower quality of sustainability disclosure, whereas companies that possess foreign ownership components report a higher quality of sustainability disclosure. This result is strengthened by obtaining consistent results tested with economic, social and environmental disclosure components. In addition, if the company has a good social reputation, it will strengthen the relationship of foreign ownership to the quality of sustainability disclosure.

These findings are relevant for policymakers, professional organizations and practitioners in Indonesia and other developing countries.

The moderating effect of social reputation on the relation of the foreign board and foreign ownership-quality of sustainability disclosure as this study does remain rare in developing countries. This study complements various research conducted in developing countries, such as Indonesia, by offering a new dimension. The results indicate that social reputation has a moderating role in determining the impact of foreign ownership on the quality of sustainability disclosure.

This study aims to investigate the determinants of the extent and quality of corporate social responsibility disclosure (CSRD) in Jordan. The study examines a number of factors that influence the extent and quality of CSR disclosure, such as corporate characteristics, corporate governance and ownership structure.

A quantitative approach and a content analysis technique is used to measure the extent and quality of CSRD from annual reports. The sample is drawn from the annual reports of 118 Jordanian companies between 2010 and 2015. A CSRD index is constructed, which includes the disclosures of the following categories: environmental, human resources, product and consumers, and community involvement. This is the first study that presents a new measurement for CSR disclosure quality by using images and charts in a seven-point scale measurement.

The result reveals that the extent of CSRD is higher than quality in Jordan. Regarding the determinants of CSR disclosures, the following factors were found to have a significant relationship with both the extent and quality of CSRD: board size, non-executive directors, age of firm, foreign members on the board, number of boards meetings, the presence of audit committees, big 4, government ownership, size of firm and industry type. Non-executive directors was found to have a significant correlation with the extent of CSRD.

The current study has some limitations; first, the study findings are limited to the Jordanian environment. Second, the study adopted a purely quantitative method, and future research could include interviews and questionnaires to gather data from financial managers and chief executive officers (CEOs). Third, the potential influences on the level and quality of CSR are not limited to the variables tested in this study. Future research can be done on new determinants, such as CEO interlocking and profitability. Finally, the sample included companies from two main sectors – the services and industrial sectors; thus, this limited the results to these two main sectors.

Practitioners, as firms, should develop new strategies and ensure that CSR is included in their reports. Thus, companies can achieve legitimacy for their products and activities. Policymakers must consider introducing new laws that mandate CSRDs since it has many advantages for companies and society. In addition, this research suggests amending the law to require companies to have 33% of their directors be non-executives since this will remove the negative effect on CSR disclosure. Investors must pay attention to the social activities of the companies they invest in, as CSR could have a positive effect on their market value.

The study has indicated that Jordanian companies became increasingly more involved in CSR activities, as this growth in CSRD is linked with global increases in CSR. Moreover, the study has revealed that the highest category of CSR disclosures is related to products or services and employee information. On the other hand, the lowest category of CSR disclosures is related to community and other disclosures (extent) and environmental disclosures (quality). Furthermore, the results show that the services sector was found to have more disclosures regarding employees and community, whereas the industrial sector was more concerned about environmental and product information.

To the best of the authors’ knowledge, this is the first study that presents a new measurement for CSR disclosure quality by using images and charts in a seven-point scale measurement. This new seven-point scale will be adopted to distinguish between poor and excellent disclosures. In addition, to the best of the authors’ knowledge, this is the first study in Jordan which examines the determinants of the extent and the quality of CSR for three categories, namely, corporate characteristics, corporate governance and ownership structure.

This paper aims to review empirical research on the relationship between institutional ownership (IO) and board governance (85 studies).

Based on agency and upper echelons theory, the heterogeneous monitoring function of specific types and the nature of institutional investors on board composition, compensation and chief executive officer (CEO) characteristics will be focused.

The author found that most studies have referred to archival studies, analyzed the impact of board governance on IO, focused on CEO characteristics, neglected IO heterogeneity and advanced regression models to address endogeneity concerns. In line with the theoretical framework, the relationship between total IO and board governance is heterogeneous. However, specific types such as foreign, dedicated and pressure-resistant institutions represent active monitoring tools and push for increased board governance.

The author provided useful recommendations for future research from a content and methodological perspective, e.g. the need for analyzing the impact of IO on sustainable board governance and other characteristics of top management team members, e.g. the chief financial officer.

As many regulatory bodies implemented regulations to promote shareholder rights and board governance, this literature review highlights the connections of both corporate governance mechanisms. Managers should conduct a careful and timely investor analysis and change the composition and compensation of the board of directors in line with institutional investors’ preferences.

This analysis makes useful contributions to prior research by focusing on IO and board governance, whereas the author structured the heterogeneous variables and results within the structured literature review. The authors guides researchers, regulatory bodies and business practice in this corporate governance topic.

Foreign directors from developed nations are significant brain gains for Chinese firms because they improve board competency and board diversity. Therefore, the purpose of this study is to explore the relationship between foreign directors from developed countries on Chinese listed firms and firms’ green commitment.

For the empirical analysis, first, this study applies ordinary least square regression and firm fixed model to explore the relationship between foreign directors and green commitment. For the endogeneity concerns, this study first added more control variable in the main model, then applied instrumental variable approach and propensity score matching technique.

This study predicts and finds that percentage of foreign directors from developed countries on Chinese listed firms’ board positively enhances the firms’ green commitment. Furthermore, this study also finds that the positive relationship between foreign directors and firms’ green commitment is more significant when firms are in a low competitive industry, have no financial constraints and are overseas-listed. This study’s findings are robust after controlling for endogeneity concerns.

This is new research on the impact of foreign directors on corporate green commitment.

Although the literature on corporate governance and firm innovation finds that board independence is important, this paper proposes that the presence of independent directors alone is not enough to explain their impact on firm innovation. This study analyses if diversity among independent directors may affect the relationship between board independence and firm innovation.

A panel data on a sample of 124 Spanish listed companies for the period 2008–2019 used to test the hypotheses.

Results suggest that independent directors have a negative effect on firm innovation, measured as number of patents, but when there are high levels of gender and nationality diversity among such directors, this negative effect may be mitigated.

Considering that firm innovation is a complex process associated with decision-making and that board independence itself may be not enough, this study goes a step further and delves deeper into the characteristics of independent directors. As far as is known, this paper is the first theoretical and empirical study that considers that independent director diversity as a moderating variable between board independence and firm innovation. Besides, this research contributes to the debate on the role of independent directors in firm innovation and the results may also serve as a guideline for policy makers and firms for structuring boards that are pro-innovation.

The purpose of this paper is to examine the impact of social movements engendered by the Arab Spring crisis on the relationship between corporate social responsibility disclosure (CSRD) and corporate governance attributes, particularly board composition, considering the importance of governance after the Arab Spring event.

Content analysis was used to examine the extent and nature of CSRD in annual reports of Jordanian companies listed on the Amman Stock Exchange covering the period 2009–2016. A dynamic regression model using panel data is then undertaken for a sample of 114 listed companies over the period to analyse the potential impact of board composition on the level of CSRD.

The results reveal that there was a significant increase in the level of CSRD post-the Arab Spring crisis; and that governance appears to be a key driver. Specifically, board age, directors educated in business and/or accounting-related fields and foreign members are found to have a significant positive relationship with CSRD.

Looking at the Arab region pre- and after the Arab Spring helps to complete the global picture of how company governance can lead to improved CSR performance. Specifically, this region has been behind in developing rules and codes that include CSR. The results show that having a diverse board, with directors with expertise specific to the context, increases the effectiveness of stakeholder management through CSRD. The results, therefore, offer valuable insights for companies, policymakers and for the development of regulations.

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.