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An important characteristic of public limited liability companies is that those which provide a company’s finance are not involved in the running of the business. It is therefore in the interests of the owners (shareholders) to ensure that the management team is implementing policies consistent with shareholder objectives. If the controls imposed by the shareholders are ineffective, the firm’s performance will suffer and it will become a takeover target. Compares the characteristics of a sample of acquired and non‐acquired firms. Finds evidence that acquired firms are less profitable than non‐acquired firms. Results show that the board structures of acquired firms make managerial discretion more likely. Finds that acquired firms are more likely to have a dual chief executive officer and chairman, have a lower proportion of non‐executive directors on the board and have non‐executive directors who are perceived to be less effective.

This paper aims to examine the relationship between internal corporate governance mechanisms and board performance in monitoring roles.

A survey questionnaire was used to gather data on board performance, while annual reports were employed to gather data on internal corporate governance mechanisms. Data for board performance were based on 112 directors who represent the companies.

Factor analysis extracted two dimensions of monitoring roles: management oversight roles and performance evaluation roles. Non‐independent non‐executive directors and managerial ownership were found to be positively related to both dimensions of monitoring roles, while the multiple directorships of non‐executive directors were negatively related to management oversight roles.

The paper establishes the need for regulators to pay particular attention to multiple directorships, which are commonly practiced in public listed companies. The contribution of non‐independent non‐executive directors rather than independent directors in monitoring roles calls for further research. Regulators need to emphasize the performance evaluation roles of the board of directors (BOD), as much emphasis has been given to management oversight roles.

The study contributes to the literature concerning monitoring roles as it shows that management oversight roles and performance evaluation roles are differentiated. The findings provide an avenue for the contribution of non‐independent non‐executive directors and multiple directorships in monitoring roles.

Boards of directors are assumed to exercise three key accountability roles – control, monitoring and oversight roles. By researching one board type – investment fund boards – and the power relations around those boards, the purpose of this paper is to show that such boards are not capable of operating the three key roles assumed of them.

The authors conducted 25 in-depth interviews and a focus group session with investment fund directors applying a grounded theory methodology.

Because of their unique position of power, the authors find that fund promoter organisations (that establish and attract investors to the funds) exercise control and monitoring roles. As a result, contrary to prior assumptions, oversight is the primary role of investment fund boards, rather than the control role or monitoring role associated with corporate boards. The findings can be extended to other board-of-director contexts in which boards (e.g. subsidiary boards, boards of state-owned entities) have legal responsibility but limited power because of power exercised by other parties such as large shareholders.

Shareholders and regulators generally assume boards exercise control and monitoring roles. This can lead to an expectations gap on the part of shareholders and regulators who may not consider the practical realities in which boards operate. This expectations gap compromises the very objective of governance – investor protection.

Based on interviews with investment fund directors, the authors challenge the control-role theory of investment fund boards of directors. Building on our findings, and following subsequent conceptual engagement with the literature, the authors differentiate control, monitoring and oversight roles, terms which are often used interchangeably in prior research. The authors distinguish between the three terms on the basis of the level of influence implied by each.

This paper aims to investigate the intersection between corporate governance and management accounting information within the board meeting of an English further education college.

The empirical fieldwork uses an interventionist approach. Board members’ mental models of a management accounting boundary object are analysed.

The paper supports Parker (2007) and Cornforth and Edward’s (1999) observation that within a board meeting, collaborative “micro-management” type talk is considered to lie outside the acceptable remit of non-executive and executive board member interaction. Such an attitude can prevent an intertwining of management accounting information and other mental models of an organisation occurring. This can preclude management accounting information from rendering an organisation visible, in an expansive manner, within a boardroom.

Interventionist researchers working within the black box of the board are encouraged to design more radical and collaborative interventions than the interview/report format used here.

Non-executive directors might benefit from being offered the opportunity to interact with management accounting information outside the formal board meeting and committee structure.

A deeper understanding of how directors’ mental models, boardroom behaviours and attitudes influence their interaction with management accounting information is offered. Insight into the limitations of using management accounting information in the boardroom is developed.

Despite indications of scholarly interest, there are still gaps in the research of the concept of felt accountability, especially the felt accountability of board members. This paper aims to clarify the sources of accountability experienced by board members. Especially those in a non-executive capacity. How these sources can be accessed to enhance felt accountability and thereby governance effectiveness is explored.

Qualitative, exploratory research methods were used. In total, 15 semi-structured, in-depth interviews were completed with non-executive board members of Johannesburg Stock Exchange listed companies in South Africa. Thematic content analysis was used to analyse data.

The findings clarified the formal and informal sources of accountability experienced by non-executive board members. This included relational and structural mechanisms that can be used within corporate governance to enhance both types of accountability. Accessing the identified sources of accountability through appropriate mechanisms could increase the levels of felt accountability experienced by the individual non-executive board member, thereby strengthening accountability inside the boardroom and improving overall board effectiveness. The study also revealed a layer of implicit and explicit accountability.

The study was conducted solely in South Africa, with non-executive board members of Johannesburg Stock Exchange listed companies.

There is limited research that clarifies the sources of accountability experienced by non-executive board members. This study aims to address this gap in the literature by providing techniques on how to enable the clarified sources of accountability to improve governance effectiveness.

In a review of the literature, supported by six case studies, executive development for senior managers in public and private organisations is explored in depth. The study looks at the roles and responsibilities of the chairman, CEO, executive and non‐executive directors, the required capabilities to achieve successful performance, and the related executive development activity implemented to support these. Methods of delivery, development needs analysis and evaluation are explored in case organisations to ascertain current practice. A detailed review of the leadership and governance literatures is included to highlight the breadth of knowledge required at director level. Key findings of the study include the importance of focusing executive development on capability enhancement, to ensure that it is supporting organisational priorities, and on its thorough customisation to the corporate context. Deficiencies in current corporate practice are also identified.

This study aims to reconcile the contradictory findings of multiple directorships (MD) and its impact on firm performance. The present work incorporates the industry experience of busy directors into the picture and examines its impact on firm performance.

Data are collected for 345 non-financial National Stock Exchange listed firms from Bloomberg, Centre for Monitoring Indian Economy ProwessIQ database and company annual reports from the financial year 2008–2009 to 2017–2018. The industry and year fixed effect panel regression models are used for both business group and non-business group (NBG) firms.

The study reconciled the contradictory findings between MD and the performance of a firm. The results claim that firms having non-executive directors on board with similar industry experience positively influence the firm performance while board having non-executive directors with diverse industry experience establish an adverse relationship. The results are similar for both group affiliated and non-group affiliated firms in India. Further analysis through interaction effect reveals that the presence of more busy outside directors on board irrespective of their industry experience, i.e. similar or diverse, reduces the performance of a NBG affiliated firm.

The findings of the study contribute to the existing literature and tries to establish a strong argument for MD by incorporating industry experience. The present work considers non-financial listed firms, while financial firms and industry experience of outside directors in other emerging economies can be studied to draw additional insights into the existing literature.

Both regulatory bodies and firms should consider the industry experience of non-executive directors for enhancing firm performance.

Existing studies highlight the contradictory arguments for MD and firm performance. The current study incorporates the industry experience of non-executive directors, either in a similar or diverse industry, for the empirical analysis to reconcile the contradictory findings. The present work suggests that a firm should appoint non-executive directors with similar industry experience to enhance firm performance.

This paper aims to examine the research questions: Do executive and non‐executive directors face similar labor market penalties upon revelation of accounting fraud? Are all executive directors treated by markets as a homogenous group? Or, do executive directors who are top managers face stiffer penalties than other executive directors?

Board membership of incumbent directors in US firms accused of accounting fraud are tracked for three years after the revelation. Two labor market consequences/penalties are considered. Probability of losing internal, own firm board seat is the likelihood that incumbent directors leave the accused firm's board upon accounting fraud revelation. The likelihood of losing at least one external board seat (outside directorship) is also examined. Both univariate tests and multivariate LOGIT regressions are used to conduct the analysis.

Compared to non‐executive directors, executive directors are more than twice as likely to lose own firm board seat and at least five times as likely to lose at least one outside directorship. Moreover, all executives, top or otherwise, appear to face similar tough penalties.

Accounting fraud is a rare event; this may limit the generality of the findings. Results obtained from a US sample may be applicable to countries with well‐developed capital and labor markets. Results imply that the labor market for directors serves a vital function in the US‐style corporate governance environment; labor market discipline provides at least some incentives for board members, including non‐employee directors and other executive directors, to perform their fiduciary duties.

This is the first study that utilizes a single corporate event to analyze the operation of the labor market across different categories of directors. Also, while studies have examined penalties on top executives there is no evidence that other executives who also serve on the board of the accused firms suffer labor market penalties.

This study aims to examine the governance role of shareholders and board of directors in determining firm performance through an eclectic multi-theoretic model that integrates structure and incentive functions of agency theory and capability aspect of the resource-based view.

The research model uses a large panel data set of 2,364 UK firms over the period 2000–2010 and uses alternative specifications of the model to improve robustness.

The results show that the industry experience of major shareholders as a proxy for shareholder capability has a significant positive impact on investee firm performance. The findings also reveal that the lock-in effect of the largest shareholder has a positive impact on performance, whereas the monitoring effectiveness of shareholders is not associated with ownership concentration. Moreover, the results indicate the underlying capabilities of the board of directors and their impact on corporate performance – particularly, the interlocking directorates of executives have a positive impact on firm performance but those of non-executives have a negative one. However, the previous directorship experience of non-executives has a positive impact on performance.

This study presents a more comprehensive and complete understanding of the governance-performance relationship beyond the narrow or partial explanations provided by single-theory-based studies or those of investigating the effect of various governance tools separately.

This study provides more insights into the capability dimension of shareholders and the role of incentives in motivating shareholders to exercise stronger oversight on the management rather than just using ownership concentration. Hence, the study can serve as valuable guidance for investors, corporate managers and policymakers.

To the best of the knowledge, this is the first comprehensive study that uses an eclectic philosophical approach, integrating the agency theory and resource-based view, to not only examine the impact of board of directors but also investigate the governance role of shareholders in modern corporations to understand how shareholders acquire the requisite skills and information, the best practices and processes, and ultimately use the scarce and inimitable resources that help investee firms in improving their performance.

This study examines factors related to audit committee membership for a sample of large New Zealand listed companies. This study reveals that non‐executive directors who are independent, and directors with financial expertise, are more likely to be members of audit committees. The results are consistent with the New Zealand Securities Commission’s corporate governance guidelines for audit committees of New Zealand listed companies. However, in the current New Zealand regulatory environment, directors with accounting expertise can include non‐executives affiliated with the firm. In these situations the financial expert is not independent. Remuneration committee members are found more likely to be members of the audit committee. This may be a result of their power and influence or be due to the skills they bring. The number of years that directors serve on the board, the number of other directorships they hold, and the number of shares they own in the company are not related to audit committee membership.