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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.

Knight's Industrial Law Reports goes into a new style and format as Managerial Law This issue of KILR is restyled Managerial Law and it now appears on a continuous updating basis rather than as a monthly routine affair.

Founder’s syndrome is when one individual holds disproportionate power and influence in an organization. It is not limited to the founder of an organization and can be found particularly in dominant and charismatic organizational leaders. While the nonprofit leader in this case was not a founder, he was highly charismatic and was granted as much authority as a founder. He became reluctant to share power, even when it was clear he needed help to build the capacity of the organization. The board of directors did not feel it necessary to check the executive director’s power because he had been so successful in growing the organization up to a point. When it was discovered he was having an inappropriate affair with a subordinate employee, however, the board did ask him to resign. Yet it allowed him to name his successor, and accepted the executive director’s nomination of the employee with whom he had an affair. Board and staff of nonprofit organizations have obligations to act in good faith in the governance of the organization and to enforce the duties of care and obligation. This requires transparent communication. Without two-way symmetrical communication maintained throughout the organization, this executive director abused the power granted him for his own gain.

Recent corporate scandals such as WorldCom, Enron, and others suggest a failure of corporate governance, that is, of the allocation of power and its lawful use and accountability within the corporation.

This chapter presents a game theoretic model for analyzing the power dynamics among the three groups responsible for oversight in the Anglo-American corporate model – namely the Board of Directors through its audit committee, corporate management, and the external auditors.

The chapter shows, among other findings, that the current governance structure results in an extreme imbalance of power among the three groups that not only permits but even induces management to conceal necessary financial data and often to ignore the long-term interests of the firm.

The chapter also derives changes in principles of governance that can right such imbalances and prevent defalcations from taking place through institutionalizing effective ex-ante checks and balances of power in addition to the ex post measures that come into play only after a wrong has been committed and which are the case with recent exchange rules and Congressional enactments.

None.

No prior analysis along these lines.

The importance of CEOs (chief executive officers) is not to be underestimated and this paper seeks to identify the problems in law of definition and thus liability of CEOs.

This paper draws upon the legislative and judicial experiences of China and compares them to those of the USA.

Since an owner and a manager become “the principal‐agent relationship” in the enterprise, the manager's “moral venture question” is inevitable. With the development of corporate governance structure, CEOs appear, thus people begin to take care of CEOs’ legal status and legal liability. A CEO has not only a manager's authority of office, but also some part of authorities of board of directors and president, so a CEO's legal position is higher than that of a manager. Because the questions caused by CEOs are increasing, it is necessary for us to draw lessons from American Corporate Law Reform, to revise our Corporate Law, to make definite CEOs’ legal status and to strengthen CEOs’ legal liability.

The findings will hopefully influence reform and development in this area in China.

The purpose of this paper is to ascertain whether non‐executive directors (NEDs) in Malaysian public listed companies (PLCs) may be facing certain barriers in the performance of their roles.

A qualitative approach, consisting of a series of interviews with board members, was chosen. The sampling frame was made as large as possible and for the purpose of this study, consisted of board members who sit on the main board of Malaysian‐owned PLCs.

The interviews revealed that a majority of the interviewees perceived that the barriers were either non‐existent or at least manageable. There were indications however that NEDs in small firms might face some of the problems suggested. The culture effect may also mediate their effectiveness in performing their roles. When there are barriers present, the most difficult problem faced by the NEDs concern time available to spend with the company.

This research utilized interviews. Generalizations may be an issue when interviews are used as the method of inquiry. Also, the sample is not random, as access to many directors depended on recommendations. In addition, respondents were consciously selected in order to obtain various board positions that include independent and non‐independent directors.

Findings from this research suggest that investors should not be overly concerned with their investments in Malaysian PLCs, as the NEDs are able to strongly discharge their responsibilities in overseeing executives' conduct and protecting investors' interest. The NEDs did not appear to face problems and hostilities from their host companies and it would be an added benefit to everyone concerned if they were able to more properly manage their time.

There is a lack of work on studying barriers to NEDs' effectiveness in developing countries, as previous work and literature reviews have been predominantly based upon the experience of Western economies.

The Howard Shuttering Contractors case throws considerable light on the importance which the tribunals attach to warnings before dismissing an employee. In this case the tribunal took great pains to interpret the intention of the parties to the different site agreements, and it came to the conclusion that the agreed procedure was not followed. One other matter, which must be particularly noted by employers, is that where a final warning is required, this final warning must be “a warning”, and not the actual dismissal. So that where, for example, three warnings are to be given, the third must be a “warning”. It is after the employee has misconducted himself thereafter that the employer may dismiss.

This chapter describes how governments and regulators could introduce selective de-regulation based on exempting corporations from existing practices when they amend their constitutions to provide superior outcomes for investors and other stakeholders. An example is presented on how a company efficiently raised new equity through constitutional changes that also allowed the regulator to exempt it from the compliance processes and costs of changing auditors. System science is used to argue that the introduction of self-enforcing co-regulation based on outcomes rather than practices could introduce competition for developing the most efficient and effective regulation by both companies and regulators.

This paper aims to analyze the role of female directors on CSR disclosure. It assumes the existence of faultlines when studying gender diversity and classifies female directors into three categories: industry experts, advisors and community leaders. It also examines the influence of the power of female directors as a moderator on the association between female director categories and CSR disclosure.

The paper bases on a dynamic generalized method of moments panel estimator which allows controlling for the unobservable heterogeneity and endogeneity and reduces the estimation bias.

Results confirm the double-sided nature of gender diversity, noting different behavior among female directors according to their experience and backgrounds. Moreover, the dominating owner position of female directors can balance and moderate the effect of female directors appointed for their technical knowledge or political and social ties. The results also confirm the necessity to not consider all women directors as a homogeneous group and explore the influence and interrelations of female faultlines on CSR disclosure.

The paper highlights the need to consider the specific skills, expertise, and connections of female board members when analyzing the effect of board composition, and supports the view that firms should emphasize the unique human and social capital of directors to understand how boards impact on firm strategies. Specifically, the authors support the recommendations of the European Commission (2011) regarding the need to increase skills and expertise when selecting new non-executive female board members.

At a time when most governments are introducing active policies that require firms to nominate women to boards, the understanding of the consequences of women’s presence on boards and the interrelations between female power and the diverse categories of female directors is timely and important.

To the best of the authors’ knowledge, this is the first paper that provides empirical evidence to the scarcely studied area of the human and social capital of female directors’ roles in CSR disclosure, providing an alternative view of the role of women in corporate board effectiveness.

This study aims to analyze the connection between institutional isomorphic pressures and both women serving on boards and women’s influence on boards within large American firms.

This study examines a longitudinal panel data set of all Standard and Poor’s (S&P) 500 organizations across a seven-year period from 2009 to 2015.

The analyses affirm that institutional isomorphic pressures impact the prevalence and influence of women on boards. Evidence suggests that coercive and normative pressures strongly impact the number of women serving as corporate directors, whereas the power of women directors is linked only to mimetic pressures.

The research suggests that to increase the number of women serving as directors, the industry must first increase the overall number of women serving in senior management roles. Once women directors gain a critical mass of three women on the board, the association with the total number of women directors, the number of boards upon which they concurrently serve, the power of women directors being selected to board leadership and the influence of women directors increase.

This paper extends existing board diversity work by examining institutional pressures at the international, national and firm levels. By examining the relationship between coercive, normative and mimetic pressures on both the prevalence of women on boards and the influence of women on boards, the authors illuminate certain mechanisms that shape the likelihood of board appointment and placement in more powerful positions.