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I test empirically the hypothesis that the monitoring role of the board of directors depends on the severity of the agency problems and the amount of information needed to monitor. I show that in high growth firms, where the agency conflicts are low and managers are likely to reveal more information to get advice, boards are more independent but less likely to monitor, while in low growth firms, boards are less likely to be independent, but the relationship between firm value and board independence is strong. Overall, boards become more independent but monitor less as firms’ growth opportunities increase, suggesting that managers trade off the amount of information released to the board to get a better advice and to mitigate the monitoring role of the board.

Agency theorists diagnosed the economic malaise of the 1970s as the result of executive obsession with corporate stability over profitability. Management swallowed many of the pills agency theorists prescribed to increase entrepreneurialism and risk-taking; stock options, dediversification, debt financing, and outsider board members. Management did not swallow the pills prescribed to moderate risk: executive equity holding and independent boards. Thus, in practice, the remedy heightened corporate risk-taking without imposing constraints. Both recessions of the new millennium can be traced directly to these changes in strategy. To date, regulators have proposed nothing to undo the perverse incentives of the new “shareholder value” system.

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.

Through an inductive approach, I examine the process in which autonomy is exercised in the board-executive director relationship. A further contribution of the current study is the exploration of the antecedents of the delegation process.

Utilizing the benefits of semi-structured critical incident interviews, and analysis of organizational documentation, I study the process in which autonomy is exercised in the board-executive director relationship.

Evidence is found within organizations of times when it is clear that board members understand that there are boundaries to their role, respecting this autonomy, and times when board members overstep their role. Next, in the current study, I explore the antecedents of the delegation process, including identification of role boundaries, role clarity, clear expectations, trust in the executive director, and trust in the governance control systems.

Autonomy has historically been examined within seemingly paradoxical frameworks; this has included investigating autonomy as part of the definition of laissez faire leadership, as a key feature of transformational leadership and as one component of the jobs characteristics model, while others have characterized it as a stream of shared leadership. In the current project, the process of providing autonomy takes on characteristics consistent with both vertical leadership and distributed leadership. The executive director similarly plays a role in maintaining previously defined role boundaries, which is evidence of bidirectional influence. However, the board plays a disproportionately larger role in delineating and maintaining role boundaries – characteristics I demonstrate as being consistent with transformational leadership.

In this chapter, I provide a refreshing divergence from typical board prescriptions, in that I examine the board-executive director relationship through a behavioural lens. A clear understanding of the mutual influence and antecedents of autonomy are important to practitioners seeking to enhance performance through the delineation of roles.

Purpose – This study explores the probability of expropriation of minority shareholders by controlling shareholders in the form of CEO compensation under an imperfect governance institution by using a novel Chinese dataset over 2001–2010.

Design/methodology/approach – We use a direct method to gauge controlling shareholders’ tunneling and expropriation of minority shareholders, and we present a simple model to link corporate governance and the degree of entrenchment by the largest shareholder. We use both Logit and Probit models to predict the likelihood of tunneling and use two-stage least square (2SLS) regression to address the endogeneity issues.

Findings – There are significant deterioration effects between controlling shareholder's tunneling and firm performance. Firms with more tunneling activities typically have larger controlling ownership, greater evidence of state control, less balance of power among large shareholders, and weaker board characteristics.

Research limitations/implications – The positive relationship between controlling shareholders’ tunneling and executive compensation implies that the controlling shareholder might divert personal benefits from the public firms at the expense of minority shareholders.

Originality/value – We focus on the effects of corporate governance restructuring on executive compensation and controlling shareholders’ tunneling in the Chinese context, and we also investigate whether these effects are stronger with the involvement of state ownership. We empirically address the issues between executive compensation and expropriation of minority shareholders.

As there is inclusive evidence on relationship between board characteristics and firm performance in the Thai context, and mixed findings of this relationship are usually reported from previous studies, this study tries to clarify a reason for the mixed finding by determining the impact of board structures on different quantile levels of firm performance. Building on extant literature and using a developed econometric technique, the Quantile Analysis, on a sample of 446 listed firms in Thailand for a 15-year period ranging from 2000 to 2014, empirical evidence is provided which is consistent with prior studies that some characteristics of the board as the core mechanisms of corporate governance, i.e., board independence, board size, board meeting frequency, and dual role leadership on board, have significant influence on performance of Thai firms. In particular, when considering different quantile levels of firm performance, board structures are found to have different effects across quantile of performance distribution. Board independence and dual role leadership on board are found to have a significant influence on only moderate-performing firms, while board size and board meeting frequency are revealed as having significant impact on only firms with high-performance which need more effectiveness of the board in overseeing and supervising decision-making of the executives. Thus, these findings indicate that considering different quantile levels of firm performance for the board structures and performance relationship should be a reason of previous mixed findings. Moreover, the findings should be important information in encouraging better understanding an optimal governance system in Thailand for related stakeholders such as policymakers, corporate firms, and investors.

Defaults in corporations, financial institutions and semipublic organizations have resulted in (corporate) governance Codes and Law provisions that aim to improve governance, risk management and policy making by executive and non-executive directors of involved boards in The Netherlands and across the globe. The aim of this chapter is to discuss how semipublic organizations deal with public interest and the contribution of multiple stakeholder team production theory (MSTP) to effectively deal with the issue of how to include interests of different stakeholders and the general public interest in the governance of and policy making by boards of semipublic organizations. This includes the identification, raising awareness and analysis of various interests and their implications.

The authors use a literature review and their own experience.

Based on our literature review and experience converging in a case study design, we hold that a semipublic organization’s exposure to public interests and how it deals with that will remain a critical issue.

We develop a research approach for dealing with stakeholders’ and the public interest and conclude that a governance perspective grounded in team production theory allows for a much better focused incorporation of possibly conflicting stakeholder interests, including public stakeholder interests and stakeholder commitment and cooperation than the dominant control perspective that is currently prevailing.

We contribute to the literature by arguing that the combined MSTP approach offers a pre-eminent approach to influence and shape board behaviour, an increased awareness of interests of different stakeholders coalescing in the public interest and an alternative, complementary view on decision-making by boards viewed as a team.

To explore the importance of the board of director nomination process (that is, who nominates a given director for a position on the firm’s board) for the voting outcomes, disciplining of management, and overall monitoring quality of the board of directors.

We exploit a recent regulation passed by the US Securities and Exchange Commission (SEC) requiring disclosure of the board nomination process. In particular, we focus on firms’ use of executive search firms versus allowing internal members (often simply the CEO) to nominate new directors to serve on the board of directors.

We show that companies that use search firms to find board members pay their CEOs significantly higher salaries and significantly higher total compensations. Further, companies with search firm-identified independent directors are significantly less likely to fire their CEOs following negative performance. In addition, companies with search firm-identified independent directors are significantly more likely to engage in mergers and acquisitions (M&A) and see abnormally low returns from this M&A activity. We instrument the endogenous choice of using an executive search through the varying geographic distance of companies to executive search firms. Using this instrumental variable framework, we show search firm-identified independent directors’ negative impact on firm performance, consistent with firm behavior and governance consequences we document.

Given the recent law passage, we are the first to directly analyze the nomination process, and show a surprisingly large predictive effect of seemingly arm’s-length nominations. This has clear implications for thinking carefully through how independence is defined in the director nomination process.

Defining features of the American corporate apex have evolved in recent decades from a modest classwide coherence to a more dispersed amalgam of company-focused management and then to greater director engagement in company leadership. The rise of institutional investing had moved executives and directors to focus more on the specific interests of their own firms and less on their common concerns. More recently, the nation’s borders that have long defined its business elite have been giving way to an elite-ness transcending those boundaries. While the classwide sinews of the American business elite are diminishing within the United States, we find evidence that they have at the same time been strengthening with other national business elites to create a transnational informal network with a modicum of global coherence.

This article addresses gender imbalances in senior company board decision-making positions and analyses the effects of applying gender quotas in European countries, through comparative and interpretative data analysis.

The results clearly demonstrate that those countries implementing quotas not only return higher levels of female representation on their boards of directors – approximately 40% – but also register higher rates of growth over both countries without quotas and those with quotas but without sanctions. Results furthermore suggest that the success of any quota system deeply depends on its formulated terms, on a country's corporate culture, on social receptivity and, at the micro level, on the sector an organisation belongs to.