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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.

Although most corporate directors face reelection by shareholders each year, directors of companies with classified boards are elected for multiple-year terms. Classified boards may engender managerial entrenchment, which may make directors less responsive to shareholders’ interest in corporate social responsibility (CSR). Alternatively, classified boards may engender a longer-term focus, which could make the board more willing to engage in projects with longer-term benefits, such as CSR. This study aims to assess whether larger boards, with potentially more diverse voices, may be positively related to CSR, and a larger board may change the classified boards/CSR relationship.

The authors examine the relationship between board type (companies with and without classified boards), board size and CSR for 4,489 firm-years (1,540 with classified boards and 2,949 without classified boards) from 2013 through 2015.

The authors find no difference in CSR strengths between companies with and without classified boards, but the authors do find that companies with classified boards have more CSR concerns than companies without classified boards. For all types of boards, a larger board size is associated with more CSR strengths and reduces the negative impact of having a classified board on CSR concerns.

Classified boards may be less responsive to shareholders’ preference for reduced company CSR concerns, but an increase in board size can mitigate this effect.

Classified boards may weaken a company’s CSR performance.

This is the first paper to consider the relationship between classified board and CSR.

In the wake of the recent accounting and financial scandals that have resulted in significant losses, corporate social responsibility (CSR) is viewed by many investors as an important criterion in their investment selection strategy. In addition, social responsibility is viewed by current employees as an important source of job satisfaction and by potential employees as an attractive feature in their decision process. Corporate governance, in the form of the board of directors, serves as the ultimate internal control mechanism by aligning firm insiders and outsiders. The strength and independence of the board of directors becomes a fundamental concern, as firms with strong boards may be more likely to survive and prosper in the long run. The selection of candidates to the board of directors involves both subjective and objective information. The analytical hierarchy process (AHP) is a multicriteria decision model that can integrate both objective and subjective information. This study applies the AHP methodology to the identification of characteristics of candidates to the board of directors of socially responsible firms. The result is a dynamic model that can be used by socially responsible firms to efficiently select candidates to serve on their board of directors.

Wellbeing at work inspires global interest (WHO, 1997, 2010) which shapes international wellbeing whilst ensuring national wellbeing initiatives are devolved. This study is set in Wales, UK; the findings, however, are of interest to the global community as they present ways in which health promotion practices that are essentially salutogenic in nature (Antonovsky, 1987; Mittlemark and Bauer, 2017), may be operationalised through leadership development. The study is contextualised during a time of perceived public service overwhelm, and the purpose of this paper is to explore how a salutogenic model (Gray, 2017) captures a leadership narrative shaped by workplace stress, informing what the authors know about the resilience and wellbeing of leaders.

The salutogenic model used in this exploratory study is based on the theories of Antonovsky (1979, 1987), and the conceptual work of De la Vega (2009). Participants were invited to take part in qualitative conversations, designed to explore leadership from a sense of coherence (SoC) perspective, and identify resilience and wellbeing descriptors across sectors. The data represented the lived experience of leader’s resilience and wellbeing within their work role. A purposeful sample of leaders (N=356) were invited to take part in the project, others were suggested as part of a snowball sampling approach (N=36). The overall participant numbers were N=68.

Using the SoC framework to explore resilience and wellbeing in terms of leadership, enabled participants to make sense of a stressful workplace environment, and share experiential knowledge that contributes to leadership development. The narrative that emerges is one in which leaders are feeling overwhelmed, and the broader influences of BREXIT, workforce and service user demographics, and organisational change are challenges to sustaining resilience. Participants suggest that leaders need to develop self-knowledge/awareness first, and role model the “resilient and well leader” to others.

The limitations of this study relate to the fact that given the potential for participation was nearer 400 leaders, the N=68 participants could not be deemed large enough to generalise the findings. However, this was a scoping study exercise, designed to explore resilience and wellbeing through SoC conversations and to surface descriptors that would add to what the authors know about contemporary leadership. The study could be improved in the future by the collection of more descriptors, and where practical segmentation of descriptors may provide further insight in terms of comparison between professions/sectors.

The authors know that leadership is linked to positive and negative outcomes for employees; it is, therefore, prudent to consider how the authors can support both current and future leaders, to incorporate their own and others’ resilience and wellbeing into their leadership repertoire. This may well be best facilitated through health leadership which is known to have a positive association in determining the psychological climate of the workplace. Leadership authenticity means leaders should be able to ask for help, if leaders are struggling with that, then the authors need to examine leadership from a cultural perspective. In practical terms, the generalised resistance resources (GRRs) put forward by the participants may also form local as well as national wellbeing action plans for the future.

Leadership is socially constructed within the organisational context, and the resilience and wellbeing of leaders is affected by the organisational health determinants in the working environment. If the authors are to consider how leaders are to develop an SoC for themselves and others, the authors need to attend to how the leader learns in the context. This is because their SoC is also shaped by the challenges they experience, and socio-constructed learning becomes neurologically embedded, so that ways of thinking, feeling and behaving are reinforced and exhibited over and over again.

This exploratory study demonstrates the efficacy of the salutogenic model to stimulate dialogue about a potentially sensitive subject. Many of the answers rest with the leaders themselves. The authors held conversations with leaders from the public services in Wales, identified “best self” and “peripheral” variables that leaders manifest across the various organisations they lead, and leaders produced a range of GRRs to support resilience and wellbeing across sectors in the future. There is a growing recognition that in terms of health leadership capability, there will be a premium on knowledge capital that pertains to improving the resilience and wellbeing of employees.

As corporations continue to face substantial information asymmetries between managers and shareholders, they must decide how to mitigate this agency problem using various mechanisms of corporate governance. Two of these mechanisms include the board of directors and takeover defenses. The purpose of this paper is to show that rather than having an additive effect, the marginal benefit of using one of these mechanisms declines as the use of the other increases.

Using a governance index that measures the firm's takeover defenses and a unique board of directors index, the study employs both univariate analyses and multivariate simultaneous equation modeling in order to test the hypotheses.

The results of these tests show that these two measures of corporate governance should be viewed as a set rather than as individual components. In other words, a strong board is inversely related to strong shareholder protection in the form of takeover defenses. The study further analyzes the extent to which growth opportunities influence this relationship using a logistic regression approach. It appears that a firm's opportunity for growth is related to the strength of its board of directors, yet not to its governance provisions.

By analyzing a specific combination of current corporate governance practices, these results can assist firms at a practical level by providing information on optimal solutions to the agency problem.

When major reallocations of the firm’s assets are necessary, a balance in the corporate governance structure favoring the CEO can be a necessary condition for planning and initiating major strategic moves. The purpose of this paper is to examine firms making major acquisitions to identify corporate governance elements that are particular to undertaking major strategic initiatives.

The authors test the proposition that firms making major strategic acquisitions will exhibit a corporate governance structure that is different in a number of its governance elements from firms making other acquisition decisions. The authors categorize the elements of corporate governance structures into CEO characteristics, internal monitoring, external monitoring and CEO compensation.

The authors find the propensity of acquiring firms to make major strategic acquisitions is abetted by the CEO’s attributes and compensation, by the structure of the audit committee and compensation committee, and by the firm’s prior financial performance.

The analysis of firms making major acquisitions presents the corporate governance dynamics of an environment that is conducive to strategic risk taking.

When major reallocations of the firm’s assets are strategically necessary, the corporation’s decision system is perhaps put to its severest test. This paper aims to argue that a relevant balance in the corporate governance structure is highly important to assure those strategic decisions taken are successful and economically beneficial to shareholders’ wealth.

This study examines US firms making major acquisitions resulting in large losses or large gains and identify weaknesses and strengths in their respective governance structures.

Firms making large loss acquisitions demonstrate a balance in the corporate governance structure that heavily favors the CEO. Firms making large gain acquisitions present a more efficient balance in the configuration their corporate governance dynamics. Finally, the authors present evidence that making a major acquisition triggers rebalancing of the corporate governance dynamics to increase the effectiveness of monitoring the implementation of the acquisition. The authors find firms making large loss acquisitions make more extensive changes in the professional expertise on their boards.

This study provides a broad understanding of the role of corporate governance by examining overall governance dynamics and offers how one corporate governance structure does not fit all firms, at all times, in all circumstances. Instead, timely imbalances within the configurations of corporate governance dynamics over the major strategic acquisition process can be consistent with the goal of increasing shareholders’ wealth.

To explore the importance of the board of director nomination process (that is, who nominates a given director for a position on the firm’s board) for the voting outcomes, disciplining of management, and overall monitoring quality of the board of directors.

We exploit a recent regulation passed by the US Securities and Exchange Commission (SEC) requiring disclosure of the board nomination process. In particular, we focus on firms’ use of executive search firms versus allowing internal members (often simply the CEO) to nominate new directors to serve on the board of directors.

We show that companies that use search firms to find board members pay their CEOs significantly higher salaries and significantly higher total compensations. Further, companies with search firm-identified independent directors are significantly less likely to fire their CEOs following negative performance. In addition, companies with search firm-identified independent directors are significantly more likely to engage in mergers and acquisitions (M&A) and see abnormally low returns from this M&A activity. We instrument the endogenous choice of using an executive search through the varying geographic distance of companies to executive search firms. Using this instrumental variable framework, we show search firm-identified independent directors’ negative impact on firm performance, consistent with firm behavior and governance consequences we document.

Given the recent law passage, we are the first to directly analyze the nomination process, and show a surprisingly large predictive effect of seemingly arm’s-length nominations. This has clear implications for thinking carefully through how independence is defined in the director nomination process.

Compares two corporate governance models: the Anglo‐American and the Continental European model. These corporate governance models differ strongly, and the differences are mainly due to differences in the business context. The problems arising from separation of ownership from control will thus have to be solved through different mechanisms. One important mechanism is the board of directors. The board composition of 122 companies has been analyzed in a Belgian empirical study. From the tests, finds a significant positive relationship between the number of directors in the board and a range of other factors. Shareholder structure does not seem to have an effect on the size of the board. A second variable concerning the composition of the board, is the percentage of external directors. Finds that the number of external directors differs significantly between companies with a different nationality and between companies that are listed or not. Size, shareholder structure and industry were not related to the percentage of external directors in a company.

Boardroom’s effectiveness has emerged as an issue of considerable importance in the minds of academics and practitioners, particularly in the aftermath of the highly visible corporate governance scandals of the past few decades. The purpose of this paper is to shed new lights on this topic by proposing a robust design framework for boardroom’s effectiveness.

The interpretative investigation is based on semi-structured interviews administered to directors of Fortune 500 firms. The adopted thematic analysis is phenomenology, or the feelings, experiences and perceptions of events as depicted first hand by individuals with significant boardroom’s experience.

Two central findings could be construed from this investigation. First, the optimum boardroom’s configuration is not a universal proposition. In other words, there are no magic recipes, and no one-size fits all approach. Rather, the optimum boardroom’s configuration ought to be framed in light of the overarching needs of the firm in relation to the dynamic forces in the external environment. Second, the design of boardrooms ought to span beyond structural aspects (i.e. the outwardly visible aspects) to also encompass two largely unobserved boardroom’s phenomena, namely, the directorship personal trait factors and the directorship behavioral patterns.

The findings presented herein may be contaminated with cognitive and personal biases, a common and unavoidable occurrence in qualitative research. A more integrative research approach using inductive and deductive techniques would allow for triangulation of results, thus providing an additional dose of validity and relevance to the research findings.

There has been a growing disenchantment about the modus operandi of the board of directors among practitioners, particularly as it pertains to large corporations with diffuse and heterogeneous shareholders and stakeholders. New design guidelines for the board of directors would directly impact on corporate practices.

The design of high performance boardrooms is instrumental to shareholders, policymakers, directors, executives, rank and file employees, suppliers, customers and other direct and indirect stakeholders, as it may help avert future corporate governance mishaps.

As of today, the academic and popular literature has yet to provide unequivocal guidance for the development of high performance boardrooms. This study fills an important gap in the prevailing corporate governance literature by integrating both structural and socio-cognitive factors into the design framework of the board of directors.