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The purpose of this study is to show that social relations in a corporate governance platform between members of supervisory boards and between members of supervisory and executive board tiers can serve as an alternative viewpoint for understanding mechanisms of social selection in corporate governance networks. The study shows that through the lenses of social network analysis, it is possible to identify and understand how the process of corporate governance member selection unfolds within companies and how that selection process may have been potentially influenced by the cross-board relations, such as interlocking directorships.

To estimate network parameters and attribute effects of network tie emergence, this study has used exponential random graph models (ERGMs) on corporate governance data of Danish publicly listed companies. Econometric models are applied to estimate parameter statistics which serve further to explain tendencies of tie emergence.

The results of this study reveal that the process of selection of both supervisory boards and executive directors is interdependent. Also, the study showed that board members are more likely to select popular supervisory board members and top managers who have their expertise gained through multiple companies affiliated with multiple industries. However, these conditions for CEO selection apply only to the extent to which they have their experience gained from multiple companies but not multiple industries.

On one hand, this study demonstrates that being a dynamic practitioner who is exposed to diverse corporate environments by being affiliated with different companies belonging to different industries generally increases practitioners visibility in the corporate governance network, and therefore their attractiveness to boards of directors. On the other hand, the results show that the research on board assemblage, nowadays, should be rather observed through the methodology of social network analysis as the method gives an opportunity to understand structures through relations, from which the executive tier should not be exempted as well.

Looks at the unique way Germany’s trade unions work, by the use of workers’ participation with elected representatives, which uses works councils in conjunction with management. Briefly sketches the structure and function of these very different and apposite ends of the spectrum.

The purpose of this paper is to shed light on the formal and informal governance mechanisms of state-owned enterprises operating in a post-transitional economy of Poland.

The study combines legal analysis of Polish regulations in force, review of literature on the Poland’s institutional legacy, and a statistical analysis, based on a data set of 204 management board members, 180 external supervisory board members, and 114 state officials supervising Polish SOEs in 2011.

Legally designed relationships among the management board, supervisory board, and the state treasury, represented by the minister and ministry officials, constitute the key formal governance mechanisms in Polish SOEs. They are, however, complemented by relationships between SOEs and their stakeholders and distorted by other informal phenomena, including informal noninstitutional behavior, mechanisms grounded in cognitive and normative institutions, and perception of the relationship structure by the actors themselves. As a result, key corporate governance actors differ in their perception of governance influences upon SOEs.

This study contributes to policymaking by helping authorities gain a better understanding of the governance challenges in SOEs.

This paper is one of the first and few empirical studies investigating the issue of formal and informal governance mechanisms in SOEs in post-transitional economies of CEE.

In this chapter, we explore the legal framework of AGMs in seven Member States (Austria, Belgium, Germany, France, Ireland, the Netherlands, and the United Kingdom) of shareholder decision-making rights. We find that, since only a small part of the decision-making rights is harmonized at the European level, there are numerous differences in shareholder rights among national laws. These decision-making rights are usually about the topics director (re-)elections, pay matters, share capital, amendments to articles of association, annual accounts, etc. To be able to conduct empirical research in the remaining chapters, we develop a categorization framework of 15 voting items.

This paper aims to investigate the relationship between board interlocks and monitoring effectiveness for listed German companies in a context of risk governance. While agency-theory and resource-dependence-theory suggest a positive association between board interlocks and monitoring effectiveness, reasons such as limited temporal resources of busy board members may suggest a negative association.

By using panel data regression, the authors examined the association between board interlocks and monitoring effectiveness, which was approximated by excessive management compensation, pay-for-performance-sensitivity and CEO turnover-performance-sensitivity. The data set comprises 3,998 directorships for 132 listed German companies covering the period 2015-2017.

The authors find that board interlocks are associated with not only a more excessive management pay and less performance-sensitive turnover but also a higher pay-for-performance-sensitivity.

The study examines the impact of multiple directorships based on a German panel data set that includes both multiple appointments of members to national supervisory boards and all other appointments to national and international executive and supervisory bodies. The authors compile three measures to operationalize monitoring effectiveness.

This study uses conceptualizations and models of service quality and behavioural intentions from the service marketing and audit quality literature to investigate the influence of supervisory board members’ perceptions about various dimensions of audit quality on their behavioural intentions. These dimensions pertain to auditor’s technical competence, functional (service) quality and auditor independence.

A survey of supervisory board members of large and medium companies in The Netherlands is made to identify audit quality dimensions. The multivariate analysis is used to identify the quality dimensions influencing supervisory board members’ behavioural intentions.

Overall, the author’s results indicate that the quality dimensions identified in this study have significant influence mainly in the supervisory board members’ intention to refer their auditors to an acquaintance. In this regard, the salient determinants are the functional quality dimensions and auditor independence. The technical quality dimensions are not found to be crucial. In contrast, most of the quality dimensions are not significant determinants of supervisory board members’ intention to retain or recommend the purchase of non-audit services from the auditor albeit having a minor influence. The results have some implications for regulators and audit firms.

The author’s results are limited by the low response rate that did not allow us to conduct factor analysis on all the functional and technical variables at the same time.

This paper is the first to integrate service quality and behavioural intentions concepts from the marketing literature and auditing literature and apply it in a corporate governance setting.

The purpose of this paper is to analyse the reasons for non‐compliance by Polish listed companies with elements of the Polish code of corporate governance Best Practices in Public Companies 2005.

Based on 250 publicly available compliance statements filed in 2005 by companies listed on the Warsaw Stock Exchange (WSE) content analysis is used to classify the explanations provided for non‐compliance with those corporate governance principles that attract high levels of non‐compliance.

The data analysis reveals that, despite a high level of overall compliance, three out of 50 code principles attract high levels of non‐compliance. These principles concern the independence of supervisory board members, the composition of supervisory board committees and the appointment of auditors. The most contentious principle concerns the independence of supervisory board members, due to the presence of many majority‐owned companies on the Warsaw Stock Exchange.

The paper sheds light on the operation of the “comply or explain” approach to corporate governance in Poland and provides suggestions for improving the level and quality of compliance with the revised corporate governance code Best Practices for WSE Listed Companies, applicable from 2008 onwards.

The paper provides an empirical investigation of the reasons given by Polish companies for non‐compliance with the most controversial corporate governance principles. It highlights a tendency for some companies to report compliance that is conditional, suggesting that reported compliance under‐represents the true level of compliance. We suggest that establishing a monitoring committee tasked with evaluating the quality of explanations for non‐compliance and reducing ambiguities in the wording of code principles will improve the quality of Polish corporate governance in the long term.

This study seeks to explore how non-executive directors address governance problems on Dutch two-tier boards. Within this board model, challenges might be particularly difficult to address due to the formal separation of management boards' decision-management from supervisory boards' decision-control roles.

Semi-structured interviews and a questionnaire among non-executive directors provide unique insights into three major challenges in the boardrooms of two-tier boards in The Netherlands.

The study indicates that non-executive directors mainly experience challenges in three areas: the ability to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors. The qualitative in-depth analysis reveals the complexity of the contributing factors to problems in the boardroom and the range of process and social interventions non-executive directors use to address boardroom issues with management and the organization of the board.

While policy makers have been largely occupied with the “right” board composition, the results highlight the importance of adequately addressing operational challenges in the boardroom. The results emphasize the importance of a better understanding of board processes and the need of non-executive directors to carefully manage relationships in and around the boardroom.

Whereas most studies have focussed on regulatory initiatives to improve the functioning of boards (e.g. the independence of the board), this study explores how non-executive directors attempt to enhance the effectiveness of boards on which they serve.

Many large companies in Europe include mainly men in supervisory boards and the women quota is often lower than 20%. In Germany an optional women quota of 30% in supervisory boards was proposed for capital-market-oriented companies in 2016. Some assume that without a gender quota the earnings of enterprises would shrink as male and female members in supervisory teams do not work in such a harmonized and structured way. Others think that a women quota in supervisory boards should be requested by law and should not remain optional. In this context, conducting research and analyzing the impact of the women’s presence in supervisory boards on the success of companies appear as a necessary topic. The present chapter looks at the companies of EURO STOXX 50 in the year 2015 and their success and tries to establish whether this success can be related to the percentage of female members in supervisory positions. It replicates in this way the study of Binder, Alonso-Almeida, and Bremser (2016) which analyzed the relationship between female’s representation in the management board (executive board) and firm performance (measured by earnings before taxes – EBT) of the EURO STOXX 50 companies in 2014. It is in the same time an extension of the original study as the supervisory board is brought under scrutiny.

This study aims to elucidate the role of social ties in facilitating the career progress of senior officers within public companies in an emerging market.

The authors followed the career track of 2,151 senior officers serving on management and supervisory boards of Polish public companies. The authors used multivariate econometric modeling to investigate the factors shaping their career progress.

The authors document an increasing impact of officers’ social networks on the likelihood of assuming multiple consecutive senior positions. It takes progressively less time for incumbent senior officers to find a subsequent/concomitant board position with a network of social ties from prior workplaces facilitating career progress and prior experience being negatively associated with multiple positions. Officers’ social ties at the senior level are also shown to be positively associated with total compensation and with the likelihood of cross-industry career transition in both executive and supervisory roles.

Social network appears to play a more salient role in accelerating careers of supervisory board members even though executives also benefit therefrom. Finally, the network of social ties with former or incumbent supervisory board members exercises a more pronounced positive impact on career progress than ties with former or incumbent executives.