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Open Access
Article
Publication date: 29 September 2022

Kumiko Nemoto

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this…

2748

Abstract

Purpose

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this study aims to examine Japanese IR managers’ perceptions of the influence of foreign shareholders on Japan’s corporate governance reform and stakeholder-based system. The paper examines tensions, conflicts and collaborations among different stakeholders involved in corporate governance changes in Japan, especially in the areas of firm ownership, employment relations and boards of directors. The paper explains why convergence does not happen in some large Japanese companies by investigating Japanese managers’ responses to and perceptions of foreign shareholders in multiple corporate contexts.

Design/methodology/approach

The author conducted in-depth interviews with ten IR managers at large, listed Japanese companies in Kyoto and Tokyo and two managers at foreign investment banks in Tokyo, between 2018 and 2021.

Findings

This paper explores five themes that emerged from my interviews: Chief executive officers’ (CEOs’) mixed perceptions of foreign investors, the effectiveness of CEO compensation and outside directors, managers’ reluctance to accept stock price-driven business strategies, foreign investors’ engagement vs investments in index funds and gender patterns, including the effectiveness of token female outside directors. The Japanese companies the author looked at incorporated foreign shareholders as consultants and adopted a few major shareholder-based customs, such as CEOs communicating with investors, having outside directors, increasing CEO compensation and slimming down unprofitable parts of the business via restructuring and downsizing. Simultaneously, they resisted a few major shareholder-based practices. Foreign shareholders’ pressure revealed tensions and contradictions between the Japanese stakeholder system and shareholder primacy-based customs.

Originality/value

This paper is one of the few qualitative studies that explores Japanese IR managers’ responses to and perceptions of foreign shareholders in corporate governance reform, with a particular focus on ownership, employment relations and board members. This paper provides examples of tension, conflict and cooperation between Japanese managers and foreign investors, as seen through the eyes of Japanese IR managers. Examining changes in Japan’s stakeholder-based system of corporate governance reform enables us to better understand the processes by which, with vigorous pressure from government and foreign shareholders, a non-western country like Japan may adopt shareholder-based customs and how such a change may also lead to institutional changes.

Details

Corporate Governance: The International Journal of Business in Society, vol. 23 no. 3
Type: Research Article
ISSN: 1472-0701

Keywords

Open Access
Article
Publication date: 24 August 2021

Jinnatul Raihan Mumu, Paolo Saona, Hasibul Islam Russell and Md. Abul Kalam Azad

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.

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Abstract

Purpose

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.

Design/methodology/approach

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.

Findings

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.

Practical implications

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.

Originality/value

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.

Details

Journal of Asian Business and Economic Studies, vol. 28 no. 4
Type: Research Article
ISSN: 2515-964X

Keywords

Open Access
Article
Publication date: 8 December 2022

Minna Martikainen, Antti Miihkinen and Luke Watson

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…

3266

Abstract

Purpose

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.

Design/methodology/approach

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.

Findings

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.

Originality/value

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).

Details

Journal of Accounting Literature, vol. 45 no. 1
Type: Research Article
ISSN: 0737-4607

Keywords

Content available
Article
Publication date: 28 June 2022

Iman Harymawan, Mohammad Nasih, Nadia Klarita Rahayu, Khairul Anuar Kamarudin and Wan Adibah Wan Ismail

This study aims to examine the relationship between CEO busyness and financial reporting quality in a country which implements a two-tier board system.

1186

Abstract

Purpose

This study aims to examine the relationship between CEO busyness and financial reporting quality in a country which implements a two-tier board system.

Design/methodology/approach

This study includes firms listed on the Indonesian Stock Exchange during the 2010–2018 period. This study employs an ordinary least squares regression, the propensity score matching procedure, and a Heckman two-stage regression in testing the hypothesis.

Findings

This study finds that firms with busy directors have a higher financial reporting quality, and these results are robust to a battery or sensitivity analysis. The additional analyses also find that a busy CEO is negatively associated with the firm's financial reporting quality with decreasing income.

Practical implications

This paper provides implications for policy-makers in the emerging market on devising policies on CEOs' appointments, especially when involving multiple directorships. Despite the general belief on the detrimental workload effects of busy directors, this study offers evidence supporting the opposite effect.

Originality/value

As many previous studies focused on the effect of director busyness on firm’s performance, this study focusses on the effect of CEO busyness on financial reporting quality. To the best of our knowledge, this study is the first to investigate this issue in an emerging market.

Details

Asian Review of Accounting, vol. 30 no. 3
Type: Research Article
ISSN: 1321-7348

Keywords

Open Access
Article
Publication date: 4 June 2018

Hien Tran

The purpose of this paper is to examine how and why disclosure of corporate social responsibility (CSR) information was influenced by independent directors in Japan and the USA.

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Abstract

Purpose

The purpose of this paper is to examine how and why disclosure of corporate social responsibility (CSR) information was influenced by independent directors in Japan and the USA.

Design/methodology/approach

The author used a pooled cross-sectional data set of 498 Fortune Japanese and American firms between 2006 and 2011 and fixed effects estimation method. The author analysed the results by employing a comparative approach between the two national contexts.

Findings

This study found that independent directors in Japanese firms had a significant positive effect on CSR disclosure whilst no evidence was found in the US firms, although the proportion of independent directors on American boards traditionally and largely outnumbers that of the Japanese counterparts.

Originality/value

The study results offer an insight that independent directors could be evaluated in terms of effectiveness and efficiency in CSR disclosure. The findings support the stakeholder theory in Japanese globalised companies while challenging the theory in the US context, thereby calling for further research into the stakeholder engagement models, particularly in the USA.

Details

Journal of Asian Business and Economic Studies, vol. 25 no. 1
Type: Research Article
ISSN: 2515-964X

Keywords

Open Access
Article
Publication date: 31 August 2022

Ilaria Galavotti and Carlotta D'Este

Building on behavioral agency theory, the authors explore the role played by corporate governance characteristics as drivers of the diversification strategies of family firms…

Abstract

Purpose

Building on behavioral agency theory, the authors explore the role played by corporate governance characteristics as drivers of the diversification strategies of family firms. Specifically, this study aims to investigate the effects of board size and board gender diversity on the likelihood that family firms will execute a diversifying acquisition vis-à-vis a related acquisition. Furthermore, the authors investigate the contingency effects played by foreign directorship and the firm’s listing status.

Design/methodology/approach

The hypotheses are tested on an original sample of 213 cross-border acquisitions executed by Italian family firms between 2008 and 2021.

Findings

The findings suggest that both large board sizes and greater gender diversity positively affect the diversification of family firms. While the presence of foreign directors magnifies the positive effect of board size, gender diversity discourages diversification in the case of listed firms.

Originality/value

The originality of this study is twofold. First, while prior literature has mostly focused on the family vs nonfamily dichotomy, this paper contributes to an emergent line of research investigating the heterogeneity among family firms’ corporate strategy decisions. Second, by exploring the corporate governance-diversification link in the context of family business, the authors answer to recent calls that diversification by family firms deserves further investigation in light of its highly controversial nature in terms of socioemotional wealth implications and potential mismatch among multiple objectives.

Details

Corporate Governance: The International Journal of Business in Society, vol. 23 no. 3
Type: Research Article
ISSN: 1472-0701

Keywords

Open Access
Article
Publication date: 18 July 2019

Fabrizia Sarto, Sara Saggese, Riccardo Viganò and Marianna Mauro

The purpose of this paper is to provide insights into the implications of board human capital heterogeneity for company innovation by focusing on the educational and the…

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Abstract

Purpose

The purpose of this paper is to provide insights into the implications of board human capital heterogeneity for company innovation by focusing on the educational and the functional background of directors. Moreover, it examines the moderating effect of the CEO expertise-overlap within the innovation domain on the relationship between board human capital heterogeneity and firm innovation.

Design/methodology/approach

The hypotheses are tested through a set of ordinary least squares regressions on a unique dataset of 149 Italian high-tech companies observed between 2012 and 2015.

Findings

Findings show that the educational and the functional background heterogeneity of directors increase both the innovation input and output. However, results highlight that these relationships are negatively moderated by the CEO expertise-overlap within the innovation domain.

Practical implications

The paper emphasizes the importance of appointing directors with different and specific educational and functional backgrounds to foster the company innovation.

Originality/value

The paper fills a gap in the literature as it has devoted limited attention to the performance implications of board human capital heterogeneity in the high-tech industry where knowledge and skills are the primary sources of value. Moreover, the paper integrates the research on the CEO-board interface by shedding light on how the CEO expertise within the innovation domain affects the contribution of heterogeneous boards to company innovation.

Details

Management Decision, vol. 58 no. 5
Type: Research Article
ISSN: 0025-1747

Keywords

Content available
Book part
Publication date: 21 August 2019

Apu Manna, Tarak Nath Sahu and Arindam Gupta

Abstract

Details

Governance-Led Corporate Performance: Theory and Practice
Type: Book
ISBN: 978-1-78973-847-6

Content available
Article
Publication date: 7 September 2010

Marta Peris‐Ortiz and Fernando J. Peris Bonet

371

Abstract

Details

Management Decision, vol. 48 no. 8
Type: Research Article
ISSN: 0025-1747

Keywords

Content available
Article
Publication date: 15 February 2011

241

Abstract

Details

Strategic Direction, vol. 27 no. 3
Type: Research Article
ISSN: 0258-0543

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