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In the 1990s various committees (Cadbury, Greenbury, Hempel) reported on governance issues, including the role played by non‐executive directors in promoting “best practice”. Following public concern at cases of “excessive” pay awards to executive directors and financial irregularities the government has recently appointed the Higgs Committee to review again the contribution of non‐executive directors. This paper presents an empirical study of the involvement of non‐executives in large UK companies, assesses the extent to which these companies now “conform” to the recommendations of “best practice” proposed by the earlier committees and looks at the general and specific controversies surrounding the employment of non‐executives as part of companies corporate governance structures.

This paper aims to investigate the incidence of remunerating Australian Securities Exchange (ASX)-listed non-executive directors (NEDs) with options and to determine whether companies that fail to adhere to NED remuneration recommendations share a common corporate governance profile. Despite corporate regulators condemning the practice of remunerating NEDs with stock options, there is a paucity of evidence regarding its prevalence in Australia.

Focusing on ASX400 companies during 2008, a series of hypotheses relating NED stock option remuneration and corporate governance are tested using logistic regression.

The study shows that the prevalence and quantum of NED option payments during 2008 was considerable with 73 of the ASX400 companies, including options in NED remuneration (option payers). Comparison of the corporate governance characteristics of option payers to that of a matched control group (non-option payers) highlighted both the existence and independence of the remuneration committee as critical in ensuring NED remuneration practices comply with regulator recommendations.

These results provide regulators and stakeholder groups with additional evidence to continue to call for corporate governance reforms to ensure that corporate remuneration practices are in the best interest of shareholders.

This study is the first to highlight the extent to which Australian-listed company NED remuneration practices fail to comply with regulator recommendations and adds to the limited research on remuneration committee effectiveness.

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 examine the relationship between board diversity and total directors’ remuneration in Malaysia. The authors have operationalised two variables to represent board diversity: the proportion of women directors on the board, to present gender diversity and the proportion of Bumiputras directors, to represent ethnic diversity.

This study has used a panel least squares to test the relationship between board diversity and total directors’ remuneration.

Based on a 1,094 firm-year sample from 2007 to 2009, the authors found a positive and significant relationship between gender-diverse boards and remuneration, but a negative and significant relationship between ethnically diverse boards and remuneration. The interaction between gender and ethnically diverse boards results in a weaker negative relationship between ethnically diverse boards and remuneration with an increased presence of women directors. Finally, the authors found a positive and significant impact on remuneration when there are at least three women and three Bumiputras directors. The findings are robust after controlling for corporate governance variables, institutional variables and firm characteristics.

The main implication of this finding is the positive effect of firms hiring more women in top management roles on remuneration. In addition, the negative effect of Bumiputras suggests that their role is to offer political expedience to the board and thus provide economies of scale through their status to the country.

This study tests the effect of both gender and ethnicity simultaneously on directors’ remuneration.

The main aim of this study is to examine the effect of investment in outside governance monitoring (IOGM), through non-executive directors' remuneration (NEDR) and external audit fees (AFEE), on real earnings management (REM) in an emerging market in the Southeast Asia region, Malaysia.

The data comprises 1,056 observations from manufacturing companies listed on Bursa Malaysia for the four-year period, 2013 to 2016. The study tests IOGM individually and aggregately with REM. Feasible generalized least squares (FGLS) regression is used to test the hypotheses.

The results show that NEDR is negatively and significantly associated with REM. Likewise, AFEE is significantly associated with lower REM. Aggregate IOGM significantly mitigates REM. Additional tests conducted show consistent findings.

This evidence supports agency theory and signaling theory, that a high level of investment in governance monitoring signals a high demand for monitoring and fewer agency problems. It justifies more investment in outside scrutiny and monitoring to limit the existence of managers' opportunistic behavior in concentrated markets. This study relies on an aggregate measure of REM and focuses on manufacturing companies in Malaysia; thus, the results may not be the same using other measurements and samples.

The study, to the best of the researchers' knowledge, is the first to document evidence in an emerging market suggesting that higher NEDR and AFEE are individually and aggregately associated with lower REM. Policymakers, shareholders and researchers may consider investment in these two mechanisms as a proxy of high-quality monitoring that mitigates REM.

This study aims to explore the effect of the board of directors on the capital structure of listed non-financial firms on the Pakistan Stock Exchange (PSX).

Using a panel data set of 208 financial Pakistani enterprises from 2015 to 2020, regression analysis is employed to examine the data utilizing independent variables such as board size, outside directors, directors' remuneration and managerial ownership to evaluate board characteristics and the total debt ratio for capital structure.

The results show that the board size positively impacts the debt ratio. However, outside directors, directors' remuneration and managerial ownership are negatively connected with the capital structure. The empirical findings indicate that corporate governance mechanisms play an important role in the capital structure decision of Pakistani non-financial companies.

This research contributes to the literature by addressing the function of the board of directors in the governance of Pakistani enterprises.

Few studies in Pakistan focus on board characteristics and those that do utilize different variables. This research aims to fill a critical gap by investigating the effect of the board of directors' attributes and the capital structure of the listed non-financial sector of Pakistan.

To help companies find ways of reducing costs when an executive director leaves an organisation because of poor performance or at the end of a contract.

The author has conducted research in organizations that have executives on contracts for three to five years, identifies how executive directors are heavily rewarded when their contract ends voluntarily or involuntarily. Researches in organisations have shown that if you sign a contract as an executive director there is no incentive for excellent performance because most contracts of executives are designed in such a way that poor performance can be rewarded indirectly.

Very few executives in Zimbabwe work through their contracts up to the end especially in parastatals due to what is perceived as poor performance but they are always met with a “golden handshake” as they call it though they have not contributed much except the demise of the organisation.

Ways are provided for organisations to follow and try to mitigate the costs of paying executives when they leave organisations unceremoniously or when their contracts end without renewal.

This paper gives practical advice from situations in organizations and helps organisations to take into account the costs implications involved when an executive director leaves the organisation before the end of contract or poor performance.

This paper aims to investigate the joint effect of board characteristics on financial performance. Most of the existing literature implicitly assumes that the relationship between either board composition, or board leadership structure and financial performance is direct.

The generalized least squares method was performed as a panel data analysis on a sample of 40 Egyptian listed firms during the period from 2008 to 2010.

The results demonstrated that under board leadership structure that assigns the duties of the CEO and chairman to the same person, increasing the proportion of non-executive members to the total number of directors has a negative impact on firm financial performance.

First, corporate governance structures do not operate in a vacuum, and therefore, corporate governance mechanisms must be considered and assessed altogether. Second, failure to understand the underlying interdependency among corporate governance mechanisms may result in arguments that blame some corporate governance designs for poor financial performance. Third, there is no single board governance mechanism that can be considered ideal, but there are combinations of these mechanisms that are preferred.

The paper adds to the corporate governance literature by providing empirical evidence from the emerging market of Egypt. The evidence shows that the relationship between board characteristics and financial performance is not a monotonic relationship. Consequently, these findings imply that existing evidence explaining the relationship between board characteristics and financial performance needs to be interpreted with some caution.

The purpose of this paper is to look inside the “black box” in corporate governance (CG) measurement, and shed some light on how to construct a transparent, reliable and valid index, considering equally both the academics and practitioners’ perspectives.

A synthesized literature review is presented and a CG index is developed combining the strengths of three different methodologies: the Delphi method, the classical test theory (CTT) and the analytic hierarchy process (AHP). This approach helps authors to break the process into separate steps and to select the appropriate techniques to support their decision regarding the norms, the criteria, the variables and the weights that someone should use to construct a CG index.

The authors’ analysis indicates that a well-designed CG index requires a combination of research methods to identify the best options to solve several methodological issues in index construction. For the application of this multi-methodology in Greece, the authors used two equal and independent samples to explore the different perspectives regarding the importance of the index criteria and sub-criteria. This process provides evidence that the opinion of academics and practitioners in Greece tend to converge. Moreover, it is found that this multi-methodology produces the highest variation in CG scores and ranking orders, as opposed to a traditional approach, in measuring CG disclosure, an important issue with econometric implications.

The limitations of this study are associated with the methods used.

This paper provides practical implications for investors and commercial vendors. For the former, it highlights the need to be more cautious and/or suspicious when they use CG ratings, meaning that they should comprehend the base of the ratings models, and for the latter, it demonstrates the importance of enhancing the transparency in CG indices construction.

The value of the paper lies in improved understanding of the methodological issues in constructing CG indices. This is quite interesting because this approach could serve as a roadmap for other researchers.