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This study aims to explore the evolutionary trajectory of American corporations and their governance over the past few centuries, using a multidisciplinary investigative approach. The research focuses on the American business landscape because it has played a pivotal role in shaping the field of corporate governance theory and practice.

The author thoroughly investigates archival records, legal documents, academic publications, reputable databases and pertinent literature to unearth valuable insights into the key events that have influenced the evolutionary path of American corporations and their governance throughout history.

Delving into the evolutionary journey of American corporations and their governance reveals a multifaceted narrative, enhancing our comprehension of the impact of the external socio-economic environment, and the effectiveness and limitations of established corporate governance paradigms in addressing such transformations. This introspection establishes the groundwork for ongoing discussions concerning how corporate governance should adapt to meet the evolving needs and expectations of stakeholders and society as a whole, with a specific focus on the pivotal role that boardrooms could play in this regard.

The insights gained from this analysis offer practitioners a foundational resource to understand corporate governance in a complex business landscape. Armed with this understanding, practitioners can better align governance strategies with both historical context and contemporary requirements.

The research has significant social implications in the sense that history highlights the importance of the society in influencing corporate governance practices. It specifically emphasizes the need for the board of directors to consider both shareholder value and social responsibility, while also fostering public trust and confidence.

Many corporate governance concepts are often used with limited understanding of their initial intent, resulting in their unquestioned adoption. In this paper, the author offers a contextual exploration of historical events that have contributed to the development of these diverse corporate perspectives. To the best of the author’s knowledge, there are exceedingly few, if any, papers that present comparably insightful and multidisciplinary insights into the evolutionary path of corporations and their governance, especially within a dynamic and influential market like that of the USA.

The aim of this study is to approach the way in which corporate governance influences the occurrence of financial fraud, as expressed by the M-Beneish score. In order to get further into the topic, we have first computed a corporate governance score based on the comply-explain statement and then selected a few elements that are part of the corporate governance reporting: equilibrium of board members (EQUIL), independence of board members (INDEP), selection of the board members (NOM), remuneration policy (REM), audit committee (AUDIT) and the proportion of female directors on boards (GenF). They were tested, one by one, using the financial fraud score to see the way in which they interact.

The study is conducted on a sample of 65 companies listed on the Bucharest Stock Exchange (BSE) for the 2016–2022 period. The data were processed using three-stage general least square [general least squares (GLS), with iteration, igls and option] with a common first-order panel-specific autocorrelation correction, so as to explain how a poor adoption of the corporate governance score and its elements has a negative implication for the M-Beneish score, controlling for the auditor opinion, type of auditing company and if the company is privately owned.

The results support most of our research hypothesis, revealing that a poor adoption of the corporate governance score and its components – AUDIT, EQUIL, INDEP and GenF – negatively influences the M-Beneish score, i.e. a low corporate governance score will lead to an increase in financial fraud. This is an encouraging aspect, for an improved adoption of the corporate governance principles reduces the occurrence of financial fraud.

This is a study that concerns the relationship between corporate governance and financial fraud for the case study for Romania.

The study highlights the importance of adopting the corporate governance code applied to the Romanian business environment. By measuring the presence of financial fraud appearance through the M-Beneish score, we have managed to outline the negative relationship between the two components. Thus, it is an important aspect of which companies should take account, so they will have long-term benefits and ensure the continuity of the business.

The policy implications of this project are for policymakers, so that they will understand how a good corporate governance mechanism will enhance high-performing businesses. Different aspects regarding corporate governance were validated and are in the process of being validated. Managers can extract and try to understand and apply the good characteristics of corporate governance for the well-being of their companies. At a broader level, the macroeconomic environment will increase its own well-being while encouraging market players to enhance qualitative corporate governance reporting. There is no doubt that corporate governance has a positive impact on businesses.

The study highlights the importance of adopting the corporate governance code as applied to the Romanian business environment. By measuring the occurrence of financial fraud using the M-Beneish score, we have managed to outline the negative relationship between the two components. Therefore, this is an important aspect that companies should take into account in order to have long-term benefits and ensure the continuity of their business.

This paper aims to investigate the impact of the revised Code of Corporate Governance 2017 (CCG-2017) clauses pertaining to board independence, mandatory inclusion of female directors, audit committee (AC) chair independence and directors’ expertise on earnings manipulation.

Using an unbalanced panel of 323 listed companies from 2015 to 2019, this study uses panel data regression models with a robust methodology called difference-in-differences to tackle the potential endogeneity.

This study’s findings show that, as compared to the pre-CCG-2017 period, board- and AC-related variables increased significantly in the post-CCG-2017 period. Furthermore, financial experts on the board and board independence have a negative effect on discretionary accruals (DAs), whereas female directors and DAs are positively related, as is real activity manipulation. The AC-related variables, such as AC independence, expertise in AC, and AC chair independence, are significantly different from the preperiod to the postperiod, whereas their relationship is not according to the hypotheses of the study. Moreover, these results are robust to additional analysis of the alternative proxies for female directorship and the endogeneity problem.

The findings of this study have implications for regulators and practitioners who are concerned with the functions of the board of directors (BOD). The findings of this research study show that earnings management (EM) may be reduced by independent and expert directors. However, board gender diversity is not reducing the EM. Therefore, the decision to appoint female directors to the board should be based on their business and professional attributes rather than simply filling quotas or blindly adhering to regulations. Moreover, the findings of this research may assist the regulator in encouraging listed firms to enhance board governance via independence, diversity and competency, which are useful for effective monitoring.

This study fills a gap in the literature by providing the first evidence of country-specific regulation (CCG-2017), concerning the BOD and AC-related clauses on EM in Pakistan, which is missing in the relevant literature general and in Pakistan in particular.

The paper aims to craft a non-parametric composite value for the board quality of Indian banks where the weights can be assigned endogenously.

The study employed a non-parametric data envelopment analysis (DEA)-based novel extension known as the benefit of doubt approach. To measure the strength of the Indian bank corporate board in terms of board efficiency (BEF), the study used a mixed approach, i.e. first, the study calculates the percentile ranks of the five attributes that the study assumes are the characteristics of the strong board including board size, number of outside directors, frequency of meetings, non-duality leadership and board gender diversity. Thereafter, the study performs the benefit-to-doubt approach to finally measure the efficiency of the board.

The findings of the study establish that the methodological framework present in the study to measure the strength of the board in terms of BEF has been a much superior method over the other weighted and non-weighted linear average methods.

This methodology aids the shareholders, investors and regulatory bodies in rating the Indian banks based on their strength in terms of better monitoring boards and ensuring a smooth agent–owner relationship.

The benefit of doubt approach has been a unique and novel methodology to craft the composite value for any multidimensional phenomenon. One of the major benefits of using this approach is that it assigns the weights endogenously to each dimension and thereafter collectively determines the efficiency of such a phenomenon.

This study aims to examine whether the presence of advisory directors affects firm discretionary accruals (DACC), a widely used proxy for financial reporting quality. The authors argue that the advisory director weakens the board monitoring role and impairs the firm financial reporting quality by increasing DACC.

The sample consists of listed firms on the Australian Stock Exchange from 2001 to 2015 using 7,649 firm-year observations. The authors perform descriptive statistics, regression and propensity score matching analyses to examine the research hypothesis.

The research evidence that firms with a higher presence of advisory directors have more DACC, indicating poor financial reporting quality. Furthermore, the authors categorize the DACC and find that the firm has higher income-increasing DACC in the presence of higher advisory directors. The findings are robust concerning endogeneity issues.

The research evidence that firms with a higher presence of advisory directors have more DACC, indicating poor financial reporting quality. Furthermore, the authors categorize the DACC and find that the firm has higher income-increasing DACC in the presence of higher advisory directors. The findings are robust concerning endogeneity issues.

The research contributes valuable insights for regulators and policymakers seeking to comprehend the implications of firms using more advisory directors. Additionally, the authors recognize the potential significance of the findings for the institution of directors, as they can provide a nuanced understanding of the specific roles played by advisory directors in organizational dynamics.

While the extensive body of literature on corporate governance and financial reporting quality has been well-established, a noticeable void exists in academic research delving into the relationship between advisory directors and DACC management. This study seeks to fill this gap, making a distinctive and original contribution to the existing literature on corporate governance.

This paper aims to analyze the thematic content of research addressing the relation between board of directors (BoD) and business transformation (BT) to obtain better understanding of status and to derive future areas of study.

This paper reviews literature through a bibliometric analysis based on co-occurrence of articles published in Web of Science Core Collection ™ (WoS) between 1990 and 2022, identifying key concepts, setting network of relations and identifying the strategic importance of clusters of concepts. Findings and implications are discussed, future lines of research are presented and limitations are noted.

Thematic research on boards addressing transformation shifted from the analysis of individuals' traits to an organizational approach with majority of research centered on the role of boards under different theories and the consequences of strategic changes on firm's performance. Further research is around gender diversity, sustainability and the moderating role of ownership structure and business culture.

Some limitations are also noted. This analysis considered articles indexed by WoS for Q1+Q2 publications as source of literature, while including others such as Scopus would increase knowledge base. Also, to identify main streams of research, the authors considered keywords with cumulative occurrence spanning from 30% to 40% while increasing this percentage would add terms that might improve precision to the connections among keywords. Other techniques could have been used such as co-citation or bibliographic coupling, although the authors find these as better suited to investigate the basic structure behind the foundational knowledge of the topic while the authors’ intention was to understand the positioning of study fields regarding the degree of research progress.

This paper presents some practical implications for future researchers. Those who wish to leverage previous evidence to address new research questions might look into principal themes covering BoD dynamics and composition to exert CG, and the relation between strategic decisions and performance measured by different variables. Those who wish to position their research as new findings to shed light on dilemmas, might find opportunities in the fields of climate change-sustainability, R&D for growth and innovation under the perspective of intangible assets.

This paper, is the first to the best of the authors’ knowledge, to identify research clusters for the intersection of boards and transformation and to determine their stage of development.

本文旨在分析探討董事會與業務轉型之間的關係的學術研究的專題內容，以能對有關課題的研究狀況有更深入的了解，並擬從分析中取得未來可供研究的範疇。

本文透過科學計量分析法來進行文獻探討。方法乃基於在1990年至2022年期間在Web of Science Core Collection 刊載的學術論文的共現分析而進行; 透過這個研究方法，研究人員建立了聯繫的網絡，並確認了各個概念群組的策略重要性。在本文中，研究結果和研究結果帶來的啟示會被討論，未來的研究領域和方針也會得到說明，研究的局限也會被認定和記錄下來。

探討董事會而又涉及業務轉型的專題研究，由當初集中探討董事個人的特質、轉移到現在研究整體的組織理念和處事取向，而就後者來說，大部份的研究都集中於在不同的理論框架裡董事會所扮演的角色，以及因策略上的改變而為公司的業績帶來的影響。進一步的學術研究都是圍繞著性別多元化、可持續性、所有權結構所扮演的緩和角色和商業文化的研究。

盡我們所知，本文乃為首篇學術論文，去鑑定關於董事會與業務轉型之間的關聯的研究集群，也是首篇學術論文，去確定這些研究集群的發展階段。

The purpose of the study is to examine the relation between board structure and firm performance variability in an international setting. The authors further explore the effect of national culture in shaping such relations.

The authors’ international sample contains 4,911 firms across 49 countries over the 2002–2017 period. The authors use national culture values on individualism and power distance developed by Hofstede (1980, 2001, 2011). The authors focus on within-firm, over-time variability of firm performance and estimate multivariate linear regressions with fixed effects. The authors address the endogeneity concern using the instrumental variable approach, and the authors’ results are robust to alternative measures of variables and different subsamples.

The authors find that firms with larger board size, greater board independence and less powerful CEOs have less variable performance. Individualism has a magnifying effect while power distance has a mitigating effect in shaping such relations.

To the best of the authors’ knowledge, this study is among the first to answer the call of Adams, Hermalin and Weisbach (2010) for research on corporate boards in an international setting. It is also one of the few studies which examine the variability of firm performance, while the majority of existing literature focuses on the level of firm performance. Most importantly, to the best of the authors’ knowledge, this study is the first to explore the role of national culture in shaping boardroom interactions that affect the decision-making process of corporate boards, which, in turn, affects firm performance variability.

The US Federal Government awards contracts worth hundreds of billions of dollars each year. Many firms that rely on these contracts have appointed former government officials to their corporate boards in the hopes of securing government contracts. The purpose of this paper is to examine the relationship between these government experienced directors (GEDs) on boards and firms being awarded government contracts.

The paper compiles a panel data set from 2017 to 2020 for S&P 500 firms. This includes hand-collected data for government-experienced directors on boards. This is tested using both regression and analysis of variance methodologies.

Results find that former government officials on corporate boards increase the amount of government contracts secured by the firm, both in absolute terms and as a percentage of firms’ revenue. There are significant industry level effects for the health care and financials sectors. Government-experienced directors on boards are also positively related to firms receiving COVID contracts. Lobbying was not found to be related to the securing of regular government contracts but was positively related to firms obtaining COVID contracts.

This paper contributes to the literature by using panel data, an expanded definition of GEDs and data on COVID contracts. The “revolving door” between government and firms is paying off for companies.

This study aims to observe and discuss an emerging disintermediation in transportation, finance and health care, and explain how these three key areas depend on intermediary institutions that are the fruit of modern corporate governance conditions that find their roots in classical sociological theory.

The authors review and incorporate a diversity of research literature to explain the likelihood for the development and continuation of disintermediation.

The authors map two sociological perspectives (Emile Durkheim’s theory of interdependence and Herbert Spencer’s theory of contracts) to two modern corporate governance theories (resource dependence theory and agency theory). The authors then discuss the challenging social situation resulting from modern corporate governance and show how these conditions create the potential for a continuum of disintermediation across the specific and crucial economic sectors of transportation, finance and health care.

The implications of this theoretical integration can help organizational leaders navigate complex social and strategic issues and prepare for the consequences that may result from the emerging disintermediation.

The purpose of this paper is to investigate the relationship between CEOs' inside debt holdings (pension benefits and deferred compensation) and the operating leverage of the firms they manage, with the aim to examine whether CEO incentives play a role in corporate risk-taking.

The authors investigate the relation between CEO inside debt holdings (CIDH) (pension benefits and deferred compensation) and the operating leverage (DOL) of the firms they manage. Using a sample of 11,145 US firm-year observations over the period 2006–2017, the authors find a strong negative association between CIDH and DOL. Additional analyses reveal that the relationship between CIDH and DOL is more pronounced in firms with heightened agency issues, powerful CEOs and for CEOs with stronger professional networks. The results are robust to various sensitivity and endogeneity tests.

The authors find strong evidence confirming the expected negative association between CEO inside debt and DOL suggesting that firms with higher inside debt tend to maintain lower levels of operating leverage. These findings continue to hold with the alternative measure for the inside debt and operating leverage, and across a range of tests designed to rule out the possibility that the primary findings are in any way driven by potential endogeneity. In addition, the findings demonstrate that the presence of manager-shareholder agency conflicts can strengthen the inside debt–DOL relationship suggesting the strong role of inside debt in reducing firm risk.

Findings in this paper have implications for design of compensation structures so that corporate boards can establish incentives as a tool for risk management. A limitation of this study is that it is focused on one market, i.e. US listed companies, so the findings may not be applicable on a global scale.

To the best of the authors’ knowledge, this is the first study that links firm-level management of operating leverage through design of CEO inside debt incentives (two obvious choices for risk-reduction at the CEOs’ disposal include reducing financial risk through reduction of firm leverage and reducing operating risk through reduction of operating leverage). While use of firm leverage as an instrument of choice has been explored in the past, use of operating leverage to achieve risk reduction when CEO possess high inside holding, has received very little attention.