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We investigate the association between attributes of the audit committee of a firm and the likelihood of negative events occurring in the firm’s life in Israel. The mandate of the audit committee in Israel is substantially different from its mandate in the US. The responsibilities of the committee in the US are divided between two committees in Israel, one of which deals with reviewing the financial statements and the other one, titled “audit committee,” is in charge of the remaining tasks of the US-type audit committee. This allows us a unique opportunity to focus on the roles of the audit committee other than reviewing the financial statements. Using hand-collected data on firms traded on Tel Aviv Stock Exchange in 2010–2014, we find that the larger the audit committee size, the larger the likelihood of negative events, consistent with the cumbersome workings and potential conflicts of interests characterizing a large committee. The percentage of directors with accounting and financial expertise on the audit committee is associated with a lower likelihood of negative events, in line with the value of such experts in tasks beyond reviewing the financial statements. The fraction of independent directors on the audit committee is not found to be significantly related to the likelihood of negative events. This is consistent with the notion that some independent directors are independent in form but not necessarily in substance, which is surprising in light of the comprehensive regulation regarding audit committee independence imposed by the Israeli regulator.

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.

The purpose of this paper is to investigate how venture capital (VC) backing influences the board size and independence and how VC backing and board structure impact firm performance in China.

Using hand-collected data from 924 initial public offering (IPO) prospectuses covering the period from January 2004 to December 2012, the authors investigate the impact of VC backing on board size, board independence and firm market performance through regression analysis. A two-stage approach is also used to address the endogeneity issue.

The authors find robust evidence that VC-backed IPOs have more independent boards, after controlling for CEO and firm characteristics, and the potential endogeneity concerns. Furthermore, firms backed by VCs with management political ties (PTs) have more independent directors with industry relevant expertise than other firms. While no significant relationship is found between board independence and firm performance, the authors present some evidence that IPOs which have a larger percentage of independent directors with industry relevant expertise exhibit higher long-term stock returns, and VCs with management PTs also improve IPO long-run stock performance.

Although VC is new in China and the Chinese capital market has relative poor corporate governance and weak minority shareholder protection, the authors find support in this paper that VC backing is valuable to IPO firms in China not only through providing funding but also by providing political ties and industry experience. However, Chinese regulatory and institutional settings have strong impact on test results and they change rapidly, so the results may not apply to other period in Chinese markets.

This paper sheds lights on the influences of VC backing on corporate governance and firm performance in a transitional and emerging economy. It discovers the value of VC investors in a transitional economy as of providing political ties and industry experience. The new definition of independent directors suggested by Suchard (2009) is first used by our paper in the Chinese context.

This study aims to explore the role of board gender diversity in mitigating chief executive officer (CEO) luck. CEOs are “lucky” when they receive stock option grants on days when the stock price is the lowest in the month of the grant, implying opportunistic timing.

This study uses a logistic regression analysis and an instrumental-variable analysis. The sample consists of 3,249 firm-year observations from 2010 through 2015.

The results show that female directors significantly deter the opportunistic timing of option grants. This study finds that gender diversity – as measured by the percentage of women on the board, the percentage of female independent directors and the percentage of female directors on the compensation committee are likely to reduce the odds that CEOs receive opportunistically timed lucky grants. The results are consistent with those in prior research that documents the benefits of board gender diversity.

The research findings are beneficial to policymakers and regulators, as it allows them to assess the importance of diversity on boards in the monitoring of the managers, particularly as it pertains to the design of CEO compensation packages. Furthermore, these findings have implications for Ibero-American countries as they shed light on the importance to undertake measures and reforms to promote board effectiveness by the introduction of gender diversity.

While prior research has examined the effect of board gender diversity on firm performance, the study is the first to investigate the effect of female directors on the opportunistic timing of option grants, using a rigorous empirical framework that explicitly accounts for endogeneity.

Este estudio busca explorar el papel de la diversidad de género en la junta directiva para mitigar la suerte del CEO. Los directores ejecutivos tienen “suerte” cuando reciben subvenciones de opciones sobre acciones en los días en que el precio de las acciones es el más bajo en el mes de la subvención, lo que implica un momento oportunista.

Empleamos un análisis de regresión logística, así como un análisis de variables instrumentales (IV). La muestra consta de 3249 observaciones de las firmas desde 2010 hasta 2015.

Nuestros resultados muestran que las directoras disuaden significativamente el momento oportunista de la concesión de opciones. Descubrimos que la diversidad de género, medida por el porcentaje de mujeres en la junta directiva, el porcentaje de directoras independientes y el porcentaje de directoras en el comité de compensación probablemente reduzcan las probabilidades de que los directores ejecutivos reciban subvenciones afortunadas en el momento oportuno. Nuestros resultados son consistentes con los de investigaciones anteriores que documentan los beneficios de la diversidad de género en la junta.

Los resultados de la investigación son relevantes para los responsables de la formulación de políticas y los reguladores, ya que les permite evaluar la importancia de la diversidad en los directorios en el seguimiento de los gerentes, particularmente en lo que respecta al diseño de paquetes de compensación de los directores ejecutivos. Además, estos hallazgos tienen implicaciones para los países iberoamericanos, ya que arrojan luz sobre la importancia de emprender medidas y reformas para promover la efectividad de los directorios mediante la introducción de la diversidad de género.

Si bien investigaciones anteriores han examinado el efecto de la diversidad de género de la junta en el desempeño de la empresa, nuestro estudio es el primero en investigar el efecto de las directoras en el momento oportunista de las concesiones de opciones, utilizando un marco empírico riguroso que explica explícitamente la endogeneidad.

Este estudo busca explorar o papel da diversidade de gênero no conselho de administração para mitigar o destino do CEO. Os CEOs têm “sorte” de receber opções de compra de ações nos dias em que o preço das ações é mais baixo no mês de concessão, o que é um momento oportunista.

Foi utilizada uma análise de regressão logística, bem como uma análise de variáveis instrumentais (IV). A amostra é composta por 3.249 observações de empresas de 2010 a 2015.

Nossos resultados mostram que as diretoras inibem significativamente o momento oportunista de outorga de opções. Descobrimos que a diversidade de gênero, medida pela porcentagem de mulheres no conselho de administração, a porcentagem de conselheiros independentes e a porcentagem de diretoras no comitê de remuneração, provavelmente reduz as chances de CEOs receberem subsídios da sorte em tempo hábil. Nossos resultados são consistentes com pesquisas anteriores que documentam os benefícios da diversidade de gênero no conselho.

Os resultados da pesquisa são relevantes para os formuladores de políticas e reguladores, pois permitem que avaliem a importância da diversidade nos conselhos na gestão de gerentes, especialmente no que se refere ao desenho de políticas. Além disso, esses achados têm implicações para os países ibero-americanos, uma vez que lançam luz sobre a importância de empreender medidas e reformas para promover a eficácia dos conselhos por meio da introdução da diversidade de gênero.

embora a evidência científica prévia tenha examinado o efeito da diversidade de gênero do conselho no desempenho da empresa, nosso estudo é o primeiro a investigar o efeito das diretoras no momento oportunista de concessões de opções, usando uma estrutura empírica rigorosa que explica explicitamente a endogeneidade.

This study investigates the impacts of operational risks and corporate governance on bond yield spreads, examining their impacts on bond yield spreads during the COVID-19 pandemic. The results indicate that operational risks significantly raise yield spreads, especially for high-leverage firms. Moreover, a higher independent director percentage reduces debt costs. Furthermore, the results reveal more pronounced effects of operational risks on yield spreads during the COVID-19 pandemic, with these risks increasing the financing costs for large firms. When the effect of the independent director percentage on the yield spreads increases, this consequently raises the debt costs for large firms.

This study examines the relation between the likelihood of financial statement fraud and certain corporate governance requirements of the Sarbanes‐Oxley Act and the new rules of the NYSE and the NASDAQ stock markets. Results based upon a logit regression analysis on a sample of 111 fraud firms and 111 matched no‐fraud firms indicate that fraud likelihood is lower when audit committee is comprised solely of independent directors and when audit committee members have smaller number of directorships with other companies. Board of director independence, audit committee expertise and nominating committee independence are not significant variables in reducing fraud likelihood. The study also investigates several other corporate governance variables and finds that fraud likelihood is lower when audit committee has longer tenure and chief executive officer is not chairman of the board. These results highlight two new significant aspects of audit committee: the directorships of its members with other firms and the committee members' tenure. The results have direct implications for further improvement of corporate governance.

The purpose of this paper is to examine the association between directors’ remuneration and performance and corporate governance in the Malaysian banking sector, using panel data for 21 banks over the period 2003-2011.

The authors use multivariate regression analysis to examine the relationship between directors’ remuneration and performance and corporate governance. The authors also run Granger causality test to determine the existence of causality between directors’ remuneration and performance.

The authors find clear evidence of a positive association between directors’ remuneration and performance. Further, the causality test reveals that directors’ remuneration tends to Granger-cause performance. In terms of governance variables, the authors find that directors’ remuneration is positively related to the percentage of independent directors, and negatively related to board size, but unrelated to duality and percentage of director share ownership. The authors also find that remuneration is positively related to bank size and negatively related to capital ratio. The evidence also shows that foreign banks perform better than domestic banks despite the relatively lower pay received by their directors.

The findings imply that high-quality directors, as implied by their remuneration packages, are a significant determinant of performance.

The results of this study provide new evidence concerning the relationship between directors’ remuneration and performance in the banking sector in Malaysia.

The purpose of this paper is to examine the gender diversity on boards and its effect on stock market liquidity in French boardrooms.

Using a sample of French firms between 2002 and 2012 listed on the Paris Stock Exchange (SBF120), the study uses ordinary least squares and three-stage least squares (3SLS) regressions to address endogeneity concerns on the board gender diversity.

The results show that stock market liquidity is positively and significantly associated with the presence of women directors. The authors find that investors’ decisions vary according to their positions in the board: women independent members decrease illiquidity costs, while the presence of female inside directors increases daily trading volume. In addition, the presence of female inside directors increases the firm’s ability to implement better strategies that cope with economic, social and environmental constraints which leads investors to positively react. Surprisingly, the presence of female independent directors reduces company involvement in sustainable development projects.

The empirical findings contribute to the current debate on the benefits of gender diversity on corporate boards and the effectiveness of gender-quota laws. It shows that appointing insider female’ directors incite investors to trade more stocks while appointing independents ones reduces their trading costs.

This paper shows that the benefits of female directors appointing depend on their independence of management team.

This study addresses the endogeneity between stock market liquidity, corporate governance and gender diversity. It is the first study to distinguish between the effects of women inside and independent directors on investors’ trading decisions.

Because of our limited understanding of the incidence and effect of board busyness globally, the mixed evidence of the effect of board busyness obtained in the USA and the divergence of international patterns of director busyness from that observed in the USA, the author contends that there is a strong need to examine board busyness from a global perspective. The literature, however, does not examine the effect of board busyness on reported earnings quality and certainly does not analyze it internationally. Consequently, the purpose of this study is to examine the effect of multiple board appointments on the quality of a firm’s reported earnings.

The research design for this study is empirical. It uses both univariate and multivariate statistical analysis to examine historical corporate accounting, finance and governance data.

Consistent with the busyness hypothesis of corporate governance, the author finds that firms with a higher proportion of busy independent directors or busy CEOs manage their earnings more extensively. Further, the findings of this study present that firms with a higher proportion of busy independent audit committee members have poorer financial reporting quality. Using a sample of American Depository Receipts (ADRs), this study determines that the ineffectiveness of busy boards regarding earnings management is mitigated by the listing regulations imposed by US exchanges.

The author believes that this study offers new and important evidence regarding the debate whether busy directors provide knowledge, skill and corporate connections, or whether they are overextended and, thus, unable to fully perform their monitoring duties. This study shows that firms with busy directors are associated with poorer financial reporting quality and, consistent with the busyness hypothesis, are less effective as managerial monitors.

This study provides useful guidance regarding board design and the kinds of policies that firms should adopt regarding multiple boarding.

The social implications focus on the public policy implications regarding the importance of effective corporate governance in the reporting of financial wealth, wealth creation and wealth management.

This is the first study that examines the relation between board/committee busyness and corporate earnings management using a comprehensive set of international firms. Second, the author expands the analysis of audit committee into a new dimension: committee quality as captured by the busyness of its independent members. This study also contributes to the ongoing debate in the corporate finance literature regarding the reputation and busyness hypotheses of multiple directorships.

The purpose of this paper is to empirically examine the effect of royal family members on firm performance of publicly listed companies in Saudi Arabia.

Using 491 firm-year observations of non-financial publicly listed firms in Saudi Arabia’s stock market between 2009 and 2013, the study employs, besides others, the advanced econometric technique GMM-system estimator. This allows the dynamic nature and control of the endogeneity problem to be accounted for in corporate governance and firm performance.

The main result is that the attendance of royal family members at board meetings negatively influences firm performance but does not have an influence on firm value. The results also show that firms with many independent royal family members on the board of directors have better firm performance and firm value. In addition, firms with a high number of royal family members presenting on the board have better firm performance.

This study offers guidance to assist the further investigation of the SA Royal Family’s BoD membership either in SA or in other monarchy countries. It is interesting to compare these results in order to further understand the different effects that the Royal Family’s BoD membership have in such countries. This study’s results suggest that independent members of SA’s Royal Family on the BoD have some influence on firm performance in both the short and long term. Thus, policymakers should encourage the members of SA’s Royal Family to become more involved in firms’ BoDs.

This study offers guidance for further investigation of royal family members in the region or in other monarchy countries. It will be interesting to compare these results. The study suggests that royal family members on the board have a partial influence on firm performance, especially the independent ones. Thus, the policymakers should encourage more involvement of independent royal family members on the board.

Foreign and minority investors, who invest in SA’s publicly listed firms, should note that when independent members of SA’s Royal Family are on the BoD their investment will benefit from the reduced risks and uncertainty.

To the best of the author’s knowledge, this is the first study undertaken to investigate empirically the influence a royal family’s presence on the board of directors has on firm performance. This study is based on both theories, namely the agency theory and resource dependence theory.