Academic literature on the topic 'Corporate governance ; Board duties'
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Journal articles on the topic "Corporate governance ; Board duties"
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Soana, Maria Gaia, and Giuseppe Crisci. "Duties and responsibilities of the nominating committee." Corporate Ownership and Control 15, no. 1 (2017): 246–52. http://dx.doi.org/10.22495/cocv15i1c1p8.
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Many corporate governance codes and reports emphasize the importance of creating nominating committees within boards. Focusing on banks, the Basel Committee on Banking Supervision (2015) recommends that boards of directors should create an internal nomination/human resources/governance committee. In this context, we have analysed the presence and main characteristics of this committee in the 30 systemically important banks (G-SIBs). To the best of our knowledge, this is the first paper describing in depth the activities of the nominating committees. Our analysis shows that the nominating committee is often also a “governance committee”. Its main responsibilities towards the full board of directors usually include identifying individuals qualified to become board members, guiding the board in its annual review, reviewing succession plans and, occasionally, monitoring education programs for directors. Most charters also entrust the appointment committee with the role of identifying members, and/or reviewing the composition, of board committees and, in a minority of cases, reviewing the suitability of the charters adopted by each board committee. The nominating committee is also frequently required to oversee for the board corporate governance policies and occasionally required to review policies relating to public/strategic issues, relationships with external entities affecting the bank’s reputation and ESG matters. Many charters also entrust the appointment committee with reviewing/appointing directors to the boards of important subsidiaries (9 out of 29) and reviewing/appointing managers (14 out of 29). The nominating committees of G-SIBs are primarily composed of independent directors. The male gender is the most represented. In 2016, the effective average number of meetings of nominating committees in was seven.
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Rix, Mark. "The new Australian system of corporate governance: Board governance and company performance in a changing corporate governance environment." Corporate Law and Governance Review 1, no. 2 (2019): 29–41. http://dx.doi.org/10.22495/clgrv1i2p3.
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This paper investigates the changing duties and responsibilities of boards and directors of Australian public companies. The corporate governance environment in Australia is currently going through a period of significant transformation raising the question of whether in this fluid and shifting environment company and board performance can still be assessed largely on the basis of profit, share price and dividends generated over the short term. These almost certainly will continue for some time to be the key metrics of company and board performance and it is hard to see how it could be otherwise. Nevertheless, a growing chorus of influential stakeholders is calling for the introduction of a more balanced and comprehensive suite of performance indicators that better reflect the realities of corporate governance early in the Twenty-first Century. The paper examines how these stakeholders are reshaping corporate governance in Australia and also calling for a reconsideration of the way in which performance is assessed.
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Seng, Dyna, and Justin Findlay. "Corporate governance and earnings management in New Zealand." Corporate Ownership and Control 10, no. 2 (2013): 40–55. http://dx.doi.org/10.22495/cocv10i2art4.
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This paper examines the relation between corporate governance mechanisms and earnings management. Using data collected from New Zealand listed companies for the financial year ending in 2005, the results show that the size of the board of directors is significantly positively associated with earnings management. This suggests that larger boards seem to be ineffective in their oversight duties relative to smaller boards. On the other hand, the independence of the board of directors, the independent role of the board chair and chief executive officer, and the independence of audit committees are not significantly associated with earnings management. Thus, these three corporate governance mechanisms are ineffective at monitoring the discretionary choices of management. The lack of effective corporate governance in New Zealand, particularly with regard to boards of directors, is mainly due to the lack of “experience and skills required to oversee the scale, complexity, and characteristics of finance operations” (Ministry of Economic Development, 2009, p.8)
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Atkins, Jill, Mohamed Zakari, and Ismail Elshahoubi. "Implementing the board of directors’ mechanism – An empirical study of the listed firms in Libya." Corporate Board role duties and composition 14, no. 1 (2018): 22–33. http://dx.doi.org/10.22495/cbv14i1art2.
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This paper aims to investigate the extent to which board of directors’ mechanism is implemented in Libyan listed companies. This includes a consideration of composition, duties and responsibilities of the board directors. This study employed a questionnaire survey to collect required data from four key stakeholder groups: Boards of Directors (BD), Executive Managers (EM), Regulators and External Auditors (RE) and Other Stakeholders (OS). The results of this study provided evidence that Libyan listed companies generally comply with the Libyan Corporate Governance Code (LCGC) requirements regarding the board composition: the findings assert that most boards have between three and eleven members, the majority of whom are non-executives and at least two or one-third of whom (whichever is greater) are independent. Moreover, the results indicate that general assemblies in Libyan listed companies are practically committed to the LCGC’s requirements regarding the appointment of board members and their length of tenure. The findings provide evidence that boards in Libyan listed companies are carrying out their duties and responsibilities in accordance with internal regulations and laws, as well as the stipulations of the LCGC (2007). Furthermore, the stakeholder groups were broadly satisfied that board members are devoting sufficient time and effort to discharge these duties and responsibilities properly. This study helps to enrich our understanding and knowledge of the current practice of corporate boards as a significant mechanism of corporate governance (CG) by being the first to address the board of directors’ mechanism in Libyan listed companies.
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Profumo, Giorgia. "Editorial: Advancing research on good corporate governance practices: The role of the board." Corporate Board role duties and composition 16, no. 2 (2020): 4–6. http://dx.doi.org/10.22495/cbv16i2editorial.
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The latest issue (volume 16, issue 2) of the journal Corporate Board: Role, Duties and Composition is exploring the topics of board director benchmarking information, board gender and risk-taking, board structure and firm performance, corporate veil and innovation governance. Overall, the articles in the present issue are dealing with timely topics and their results call for further research as, in some cases, they are challenging traditional corporate governance theories.
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Clarke, Thomas. "Dangerous frontiers in corporate governance." Journal of Management & Organization 20, no. 3 (May 2014): 268–86. http://dx.doi.org/10.1017/jmo.2014.37.
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AbstractThe historical evolution of corporate governance is considered, highlighting the different eras of governance, the dominant theoretical and practical paradigms, the reformulation of paradigms and counter paradigms. Two alternative and sharply contrasting theorizations, one collective and collaborative (the work of Berle and Means), the other individualistic and contractual (agency theory and shareholder value) are focused upon. The explanatory potential of Blair and Stout's team production theory is elaborated, and its conception of the complexity of business enterprise, with a mediating hierarch (the board of directors) securing a balance between the interests of different stakeholders. The potential for reform of corporate purpose, corporate governance and directors’ duties is examined with reference to the UK Modern Company Law Review. The impact of the intensification of the financialization of corporations is analysed, with the increased emphasis upon short-termism. The origins of the global financial crisis in shareholder value orientations and the continuing reverberations of the crisis are explored. Finally, the imperative of the advance of sustainable enterprise is argued, and the critical changes necessitated in corporate purpose and directors’ duties.
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Bavoso, Vincenzo. "Editorial." Corporate Board role duties and composition 14, no. 2 (2018): 4–5. http://dx.doi.org/10.22495/cbv14i2_editorial.
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The recent issue of the journal “Corporate Board: Role, Duties and Composition” is devoted to the issues of interlocking directorates, corporate governance, social network analysis, corporate networks, power structure, financial distress, sustainability, liquidation, corporate law, decision making, cognitive science, behavioural finance, executive compensation, firm performance, commercial banks, board of directors etc.
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Arora, Jaskiran. "Corporate governance: a farce at Volkswagen?" CASE Journal 13, no. 6 (November 13, 2017): 685–703. http://dx.doi.org/10.1108/tcj-09-2016-0078.
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Synopsis This case on “Corporate governance: a farce at Volkswagen (VW)” is set in September of 2015. The precipitating events, which started with the Emissions scandal and tampering of the technology, unfold a history of threatening organizational culture, deliberate cheating, and failure of good governance. The case presents that though the outgoing CEO took the responsibility for the event but said that he was shocked by the event and stunned that the misconduct of such a scale could occur in the VW Group. Given the roles and responsibilities of board of management and the supervisory board, how could the scandal of such magnitude go unnoticed? Were robust corporate governance practices being not followed at VW? Research methodology The case is based on the material available in the public domain, records, press reports, published books, interviews published by key board members of Volkswagen and the company website. Relevant courses and levels This case can be used for undergraduate senior classes or graduate and executive education level courses in corporate governance and ethical practices. This case will sync best with the topics around Board Composition and size, Board Independence, fiduciary duties of supervisory board, board duality and leadership and its impact on organizational culture.
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Kgarabjang, Tshegofatso. "Evaluation of governance challenges associated with the exercise of fiduciary duties by the board members of the state-owned entities." Corporate Law and Governance Review 2, no. 1 (2020): 8–17. http://dx.doi.org/10.22495/clgrv2i1p1.
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There are fundamental challenges encountered by the non-executive directors (board members) of state-owned entities in a course of exercise of fiduciary duties. These challenges are, inter alia, conflict of interests, failure to uphold the fundamental principles of corporate governance, lack of necessary skill and competencies, and this impact on the ultimate performance of the company. The article seeks to evaluate the potential challenges encountered by board members of state-owned entities in the course of exercise of their fiduciary duties. The results indicate that failure to comply with fiduciary duties may have drastic effects on a state as a shareholder and may lead to a decline in corporate governance of state-entity. The article will make a brief reference to fiduciary duties in terms of common law, the Companies Act, PFMA and King IV, secondly examine potential challenges and thirdly conduct a comparative approach with the international instruments with the aim of making recommendations/best practices. The article makes reference to various case laws dealing with fiduciary duties, journal articles, internet sources and textbooks, common law and legislations.
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Kurniawanto, Hudi. "The Effect Board Characteristics On Enterprise Risk Management Disclosures: Evidence from State-Owned Enterprise In Indonesia." Archives of Business Research 8, no. 12 (January 15, 2021): 230–37. http://dx.doi.org/10.14738/abr.812.9525.
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The purpose of this study is to examine the effect of corporate governance, namely board characteristics on enterprise risk management disclosure. The research object of State-Owned Enterprises listed on the Indonesia Stock Exchange in 2018-2019, with a total sample of 40 annual reports with purposive sampling technique and multiple regression analysis. The results of this study prove that board size no effect on enterprise risk management disclosure, while board independence effect enterprise risk management disclosure. This shows that the commissioners understand and carry out their duties as an independent party in supervising, directing, and evaluating the implementation of corporate governance and corporate strategic policies so that Board Independence in State-Owned Enterprises in Indonesia functions properly.
Dissertations / Theses on the topic "Corporate governance ; Board duties"
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Gkliatis, Ioannis P. "An examination of board director's roles and the impact of the external environment and board characteristics." Thesis, Brunel University, 2014. http://bura.brunel.ac.uk/handle/2438/11032.
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Purpose: The thesis aims to explore the roles that board directors undertake and understand whether there is an impact of the external organisational environment as well as several board characteristics on these roles. Design/ Methodology Approach: Building on existing literature a model is developed to test hypothesized relationships—i.e. directors’ roles with external environment and board characteristics. Measurements are designed—withdrawing them from the literature—to collect quantitative data from directors of UK organisations. The responses were collected from 115 directors working in UK organisations. Principal component analysis is conducted to reduce the data and propose a set of directors’ roles and correlation as well as regression analyses are utilised in order to test the hypothesised relationships. Findings: The results of the principal component analysis propose a set of six distinct roles for board directors, providing a new framework for future researchers. In addition, it is found that both the external environment and the board characteristics have some impact on what directors do, extending the limited empirical evidence found in the literature. However, the theoretical framework needs further examination and research. Limitations/Future Recommendations: The current thesis is evidenced by various limitations. Firstly, additional constructs can be added as determinants of the directors’ roles. Secondly, the response rate in the survey is low, which is regarded as a limitation, although there are limited studies offering quantitative results from board members.
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Giani, Anton Louis. "Corporate governance : power, duties, responsibilities and functions of the board : practical guidelines for Agricol Beherend Limited." Thesis, Stellenbosch : Stellenbosch University, 2004. http://hdl.handle.net/10019.1/49896.
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Thesis (MBA)--Stellenbosch University, 2004.ENGLISH ABSTRACT: Corporate governance has become the latest business "buzz-word" during the last number of years. It is almost being used as an excuse for too many things that go wrong with, or within, companies. However, the word is not going to disappear from business lexicon, it has come to stay. Too many companies and investors have suffered due to the greed of individuals, appointed to lead and manage the business that have misused their position of trust and enriched themselves in many ways. This could have been brought about by many reasons: • Directors who have not been trained properly for their fiduciary duties and other duties and responsibilities. • Directors who have not been evaluated on their performance as a board or individually. • No formal governance structures within the organisation. • No culture of accountability within the organisation. • Simple greed. This study concentrates on some of the literature, ranging from the Cadbury report released in 1992, the OECD principles and international trends, to the South African King II Report, released in 2002. From the literature, and the recommendations from it, there can be no doubt that the pressure to improve governance structures will become fiercer around the globe. Investors are taking it seriously and are willing to pay a premium for shares in a properly governed enterprise. Directors will have to sharpen their skills in being the primary instrument in preventing further corporate scandals. The importance of their accountability towards the company will be measured when board evaluation no longer is an exception, but the rule, in creating effective boards. Agricol Beherend Limited should be no exception. Although not required to formally comply with the recommendations of the King II Code, it can only be advantageous in striving to long-term sustainability. It is further concluded that entrepreneurship is at the heart of capitalistic society, the sphere in which businesses operate in creating wealth for their investors. This is where the influence and leadership abilities of non-executives play a vital role in creating the environment and culture for enterprises to flourish in. They have to determine the equilibrium between conformance and performance in keeping the entrepreneurial spirit alive, yet complying with best practice principles of corporate governance.
AFRIKAANSE OPSOMMING: Korporatiewe bestuur, of beheer, het oor die laaste aantal jare die nuutste gebruikswoorde in die besigheidsomgewing geword. Dit word feitlik as verskoning gebruik vir alles wat met, of binne-in, organisasies verkeerd loop. Desnieteenstaande, die woorde gaan nie van die algemene besigheidsspreektaal verdwyn nie, dit het gekom om te bly. Te veel maatskappye en beleggers het gely onder die hebsug van individue wat aangestel is om maatskappye te lei en te bestuur, maar wat hulle vertrouensposisie misbruik het om hulself op verskeie maniere te verryk. Dit kon deur 'n verskeidenheid van redes teweeggebring gewees het: • Direkteure wat nie behoorlik opgelei is in hulle fudisiëre pligte, asook ander pligte en verantwoordelikhede nie. • Direkteure wat nie behoorlik geëvalueer is op hulle prestasie as 'n raad of op individuele basis nie. • Geen behoorlike formele korporatiewe bestuursstrukture binne die maatskappy nie. • Geen kultuur van verantwoording binne die maatskappy nie. • Eenvoudige hebsug. Die studie konsentreer op sekere gedeeltes van die literatuur wat strek van die Cadbury verslag wat in1992 vrygestel is, die OECD beginsels en internasionale tendense, tot by die Suid-Afrikaanse King II verslag wat in 2002 verskyn het. Uit die literatuur, en die aanbevelings daarin vervat, kan daar geen twyfel wees dat die druk om korporatiewe beheerstrukture te verbeter in die toekoms, wêreldwyd, slegs groter sal word nie. Beleggers is besig om ernstig daarna op te let en is selfs bereid om 'n premie te betaal vir aandele in 'n organisasie wat behoorlike korporatiewe bestuur toepas. Direkteure sal hulle vaardighede moet opknap, aangesien hulle die primêre instrument is om verdere korporatiewe skandale te voorkom. Die belangrikheid van hulle verantwoording teenoor die maatskappy sal gemeet word wanneer die evaluering van direksies nie meer die uitsondering is nie, maar die reël, in die samestelling van effektiewe direksies. Agricol Beherend Beperk behoort geen uitsondering te wees nie. Alhoewel dit nie verlang word om formeel aan die aanbevelings van die King II Kode te voldoen nie, kan dit slegs tot voordeel wees in die strewe na langtermyn volhoubaarheid. Die verdere gevolgtrekking is dat entrepreneurskap die kern vorm van 'n kapitalistiese bestel, die ruimte waarin besighede opereer om welvaart vir beleggers te skep. Dit is waar die invloed en leierskapsvaardighede van nie-uitvoerende direkteure 'n belangrike rol speel in die skepping van 'n omgewing en kultuur waarbinne besighede kan floreer. Hulle moet die ekwilibrium bepaal tussen voldoening en prestasie, deur 'n gees van entrepreneurskap, terwyl daar voldoen word aan beste korporatiewe bestuursbeginsels.
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Junior, Mario Engler Pinto. "O Estado como acionista controlador." Universidade de São Paulo, 2009. http://www.teses.usp.br/teses/disponiveis/2/2132/tde-17112011-111844/.
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O presente trabalho acadêmico procura construir um referencial teórico baseado no ordenamento jurídico brasileiro para definir o papel da empresa estatal no mundo contemporâneo. Trata-se do ponto de partida para compreender a atuação do Estado como acionista controlador e as regras de convivência com acionistas privados em posição minoritária e com outros grupos de interesse afetados pela atividade empresarial. A abordagem do tema apóia-se na idéia central de que toda empresa estatal está investida de uma missão pública, explícita ou implicitamente incorporada no objeto social, que varia conforme a natureza da atividade exercida e está sujeita a adaptações ao longo do tempo. A missão pública coexiste com a finalidade lucrativa inerente ao modelo de companhia e serve para condicionar a ação do Estado enquanto acionista controlador e dos administradores, dando conteúdo a seus deveres fiduciários.This dissertation aims at establishing a theoretical framework according to Brazilian law to identify the role of state-owned enterprise in contemporary world. This is the first step to understand what the governments behavior should be as a controlling shareholder and the legal rules applied to its relationship with equity investors and others stakeholders. The approach is based on the assumption that every state-owned enterprise has a public mission implicitly or explicitly included in its bylaws objectives. The public mission varies according to the nature of the business and should be redefined from time to time to keep adherence to the external environment. The public mission coexists with the companys profit scope and guides the States actions, as well as those of directors and officers. For that reason the public mission is embedded in their fiduciary duties.
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Djäken, Johan. "Doing Good While Being Good : A study of the relationship between Corporate Social Responsibility and the Swedish Companies Act." Thesis, Uppsala universitet, Juridiska institutionen, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-306630.
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This thesis investigates the current interrelationship between the provisions contained in the Swedish Company Act (2005:551) and activities related to Corporate Social Responsibility (CSR) pursued by companies listed at Nasdaq Stockholm. The focal point of this thesis could be argued to be of particular relevance in this day and age, as companies listed at Nasdaq Stockholm continue to perform at the top of the league in global sustainability performance measurements, and Swedish and European legislators have intensified their efforts to encourage businesses to operate in a way that does not incur unacceptable social costs to society. Thus, most companies, particularly those with a vested interest in the private consumer market, seem to recognise the importance of fostering long-term relationships with a wide sphere of stakeholders. The purpose of the thesis has been to contribute to the steadily increasing body of legal research that discusses to what extent Swedish companies, without breaching corporate law, could involve themselves in CSR investments. Since I, initially, conclude that Swedish publicly listed companies seem to increasingly invest in activities related to CSR, the thesis also discusses whether the relevant provisions of the SCA need to change to better adapt to companies’ involvement in CSR activities. In brief, I argue, that current business research on CSR coupled with the aforementioned relevant provisions of the SCA allow boards and managing directors to pursue practically any CSR investments, and that shareholders are mostly restricted to rely on relatively blunt ex post actions against a board and/or managing director that has pursued an ill-considered CSR investment, including the obvious choices of voting to replace the board or selling their shares. And since current business research has not consistently proven the positive impact of CSR policies on the financial performance of businesses there are reasons to suspect that the law practically, due to the shielding force of the business judgment rationale and the legislator’s wish to protect most transactions, cannot be effectively applied to stop CSR investments, even if these are nothing but costs for the business. On the other hand, the findings of the thesis also suggest that the occurrence of such unwise CSR investments is not necessarily a proliferating problem, since many companies listed at Nasdaq Stockholm nowadays have powerful and short-sighted institutional owners. The situation might therefore very well be the opposite and that executives struggle to manage for the long-term, as the logic of the market tell them to do otherwise.Den här examensuppsatsen utforskar förhållandet mellan några av aktiebolagslagens regler och det engagemang som bolag noterade på Nasdaq Stockholm uppvisar i frågor rörande Corporate Social Responsibility (CSR). Ämnet kan sägas vara särskilt relevant då såväl det samtida näringslivet som lagstiftaren tycks präglas av en ökad medvetenhet kring CSR-frågor. Den ökade medvetenheten i näringslivet förefaller alltmer inverka på affärsbeslut, ett faktum som inte minst avspeglas i de svenska bolagens topplaceringar i globala index som mäter bolags arbete med hållbarhetsfrågor. Samtidigt speglas lagstiftarens ökade medvetenhet av allt fler svenska som europeiska regulatoriska initiativ på området och vars yttersta syfte är att uppmuntra och stimulera hållbara företag som inte pådyvlar samhället oacceptabla sociala kostnader. Det är således inte särskilt anmärkningsvärt att bolagen, i synnerhet de med intressen anknutna till konsumentmarknaderna, tycks erkänna vikten av att bygga och underhålla långsiktiga relationer med en vidare krets av intressenter än deras aktieägare. Det är min förhoppning att den här uppsatsen kommer att bidra till den ständigt växande del av den aktiebolagsrättsliga diskursen som diskuterar till vilken grad bolag, utan att handla i strid med ABL:s bestämmelser, kan företa åtgärder kopplade till CSR. Eftersom jag inledningsvis anför att bolagen på Nasdaq Stockholm tycks ägna sig allt mer åt CSR diskuterar också uppsatsen om några av ABL:s bestämmelser bör förändras för att bättre hantera dessa företags allt större engagemang i CSR-frågor. Sammanfattningsvis argumenterar jag för att nuvarande företagsekonomisk forskning kring CSR tillsammans med de aktuella bestämmelsernas juridiska innebörd innebär att såväl bolagsstyrelser som verkställande direktörer kan företa i princip vilken investering relaterad till CSR som helst. Aktieägare är i praktiken hänvisade till att söka åstadkomma långsiktigt lönsamma satsningar på hållbarhet genom sanktioner ex post, exempelvis genom att sälja sina aktier eller rösta bort styrelsen. Detta innebär å ena sidan i praktiken, med tanke på att nuvarande företagsekonomisk forskning kring CSR:s inverkan på bolags vinster är tvetydig, att de relevanta bestämmelserna i ABL såsom de nu är utformade utgör en trygg hamn även för många av de transaktioner relaterade till CSR som är direkt värdeförstörande. Å andra sidan argumenterar jag i uppsatsen för att problemet med överinvesteringar i CSR inte nödvändigtvis behöver vara särskilt utbrett då bolagen och deras bolagsstyrning allt mer kommit att präglas av kortsiktiga investeringsperspektiv.
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Zhao, Yuan. "Corporate governance and board independence." Thesis, University of Strathclyde, 2010. http://oleg.lib.strath.ac.uk:80/R/?func=dbin-jump-full&object_id=12400.
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In recent decades, board independence has become high on the agenda of corporate governance reform, resulting in a dramatic change of composition and structure of boards of publicly traded companies. Debate nevertheless continues: the inefficiency of independent directors has been regularly explored by commentators, and the current financial crisis appears to reinforce the doubts about the contribution of board independence. In this thesis, the author stands with independence proponents, firmly backing the movement of encouraging more independent directors to join the boards of listed companies. However, this thesis intends to bring a more systematic analysis, which many previous academic studies have ignored, to a number of questions, e.g. what specific functions are expected of independent directors; how these functions can fit with the unitary board structure; why independent directors are seen as an inherent demand of corporate governance; whether they can be compatible with other governance mechanisms; how their value can be better appreciated; and how mainstream company law is applied to independent directors. On the other hand, the author accepts some critical findings about the difficulties which independent directors face in practice. In response, the author offers a series of solutions, which critics have rarely mentioned, for the purpose of eliminating those obstacles. In general, this dissertation seeks to fuse together two sides of academy, i.e. the advocates and critics of independent directors, and chart a course through which independent directors can better serve the goal of improving the system of corporate governance.
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Van, Heerden Lodewyk. "Corporate governance - appraising board performance." Thesis, Stellenbosch : Stellenbosch University, 2005. http://hdl.handle.net/10019.1/50305.
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Thesis (MBA)--Stellenbosch University, 2005.ENGLISH ABSTRACT: Picture the scene: It's Monday morning and the main article in Business Day is headlined ·Company X Board is under investigation for not diclosing the truth about its financial wellbeing". In recent times life has been very messy and difficult for many boards, but many of them are in a better position to direct their organisation and to add real shareholder value. A sequence of events triggered board changes in organisations. Many boards have realised over the last few years that the rules for direction-giving have changed. The need for accountability is high, the status quo needs to be challenged and sound strategic thinking is critical in their decision-making. Boards need to establish a performance culture with the correct people, equipped with the necessary competencies and capabilities. Leading shareholders demanded board appraisals to evaluate the continuous underperformance of board structures and processes. Some of the questions asked are, if the board is effective as a group to meet the organisation's purpose and if they can monitor the external and internal environment effectively. It is also asked whether the skills and competencies of individual members are sufficient to enable them to fulfill their risk assessment and decision-making director roles sufficiently. Board members must understand their roles to evaluate their personal development and board needs. Boards must ensure a process for appropriate development plans for their individual directorial duties. They need to define which essential strategic decisions are made during the various administrative and information sharing meetings. The annual cycles of boards are important, as is the need to check that all accountabilities are on track. This feedback does not merely concern financial matters. It is important to evaluate strategic decisions to ensure that they are carefully measured against the targets set at the beginning of the year. Many boards have adopted a triple bottom line approach, measuring their financial performance, physical environment and social responsibility reports against agreed targets. These targets need to be incorporated in a board scorecard which will graphically depict the board's value-adding activities. These scorecards will give any board an indication of its effectiveness. Boards have accepted evaluation processes and have gone through a steep learning curve in developing and implementing them. There are numerous approaches to evaluate board performance. Each board must decide whether it is better to do a peer level evaluation, outside evaluation or follow the bottom-up approach. Formal board evaluations have given boards more credibility and have helped to identify gaps in the development of board members. Boards must be developed to become more competent at direction-giving, ultimately in order to contribute to the effectiveness of the organisation. Boards must continue to drive the organisation ahead, while keeping it under control. Board members must realise that their ultimate tests are business effectiveness, in that they must add shareholder value to the balance sheet, and business efficiency, referring to the improvement realised on the profit and loss accounts.
AFRIKAANSE OPSOMMING: Stel jouself voor : Dit is Maandagoggend en die hoofartikel in Business Day is as volg: "Daar is 'n ondersoek gelas na Maatskappy X se kredietwaardigheid rakende hulle finansiele welstand." Direksies oor die laaste paar jare was in 'n warboel. Ons vind tans dat organisasies beter gelei word en dat welvaart geskep word vir alle aandeelhouers. Heelwat faktore het aanleiding gegee dat direksies verander het. Die reels om leiding te gee het verander: direksies moet meer aanspreeklikheid neem, die status quo word meer bevraagteken en goeddeurdagte strategiese denke is almal bydraende faktore. Direksies moet streef om 'n prestasie-kuItuur te vestig met lede wat oor die nodige vaardighede en vermoens beskik. Aandeelhouers dring aan dat direksies se prestasie beoordeel moet word. Tipiese vrae wat gevra word is: is die direksie effektief as 'n groep om die organisasie se primere doel na te streef en kan hulle die interne en eksterne faktore effektief monitor? Individuele direksielede moet oor die nodige bevoegdhede beskik om voldoende risk-analise en direksie-besluitnemings uit te voer. Direksielede moet hulle onderskeie ontwikkelingsrolle verstaan. Dit moet duidelik gedefinieer word watter kritiese strategiese besluite word by watter vergaderings geneem. Jaarlikse siklusse vir direksies is belangrik, dit stel hulle in staat om te evalueer of al die strategiese besluite wat geneem is, uitgevoer is teenoor die ooreengekome doelwitte. Direksies evalueer meestal hulle finansiele prestasie, fisiese omgewing en sosiale verantwoordelikheid teenoor ooreengekome doelwitte. Hierdie doelwitte word meestal ingesluit in die organisasie se telkaart. Die doel van die telkaart is om vir direksies 'n aanduiding te gee of hulle effektief is of nie. Baie direksies het een of ander vorm van evaluasie geimplimenteer. Daar is verskeie benaderings om direksie-prestasie te evalueer. Elke direksie moet self besluit watter benadering is die mees geskikte - eksterne evaluering of "peer to peer" evaluering. Formele evaluering gee meer kredietwaardigheid aan die proses en help ook met die identifisering van ontwikkelingsmoontlikhede. Direksies moet fokus op ontwikkeling sodat hulle meer bevoeg kan raak om beter leiding te gee in die organisasie. Direksies moet onthou dat die bepalende toets is besigheideffektiwiteit, waar aandeelhouer-waardetoevoeging gemeet word en of daar verbeterde besigheidsdoeltreffendheid op die wins en verliesrekening is.
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Gibbs, David. "Non-executive directors' self-interest : fiduciary duties and corporate governance." Thesis, University of East Anglia, 2014. https://ueaeprints.uea.ac.uk/49712/.
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The board of directors at a company usually comprises both executive and non-executive directors. Their role is to run and direct the company for its benefit since it is incapable of acting by itself. Where there is a separation of ownership and control it is recognised that there is a risk that those in control may use their power for self-interested means. Attention is often focused on the executive directors and how legal controls and governance mechanisms can reduce the possibility of self-interest in the performance of their functions. However, seldom are non-executives the focus of this problem yet they are playing an increasingly important role in the running and governance of the company. This thesis is an investigation in to whether the legal rules and governance mechanisms are suitable in reducing the possibility of self-interest amongst non-executive directors. The study uses multiple directorships as a proxy for non-executive self-interest to demonstrate whether the controls and incentives are suitable. It begins by examining the nature of a nonexecutive’s fiduciary liability to the company focusing on the nature and purpose of the duty to identify when and why the duty is owed. Identifying the nature and purpose of the duty will allow the thesis to demonstrate that existing authority and academic literature on the scope of a non-executive’s fiduciary duty is an unsuitable interpretation based on the company’s current objects and reanalyses it from the perspective of the non-executive’s undertaking on the board. Whilst the analysis concludes that this interpretation would offer a suitable scope in deterring self-interest the thesis continues by examining the enforcement of fiduciary duties by considering the new statutory derivative claim. This analysis reveals that enforcement is low and may reduce the deterrence the fiduciary duties themselves might have. With low levels of enforcement the thesis turns its attention to ex ante incentives, particularly corporate governance mechanisms, which can “nudge” the non-executive in to acting for the benefit of the firm. This analysis contains a review of the corporate governance theories and an empirical study to identify the ways non-executive self-interest may be reduced. The theoretical analysis considers the ways boards may be structured to reduce the potential for self-interested behaviour. Using multiple directorships as a proxy for self-interest the empirical analysis provides evidence as to whether they are in fact perquisite consumption and identifies possible means of control. It is considered herein that there are insufficient controls and incentives on non-executive behaviour, which may lead to increased self-interest to the detriment of the company.
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Žilková, Alena. "Corporate Governance." Master's thesis, Vysoká škola ekonomická v Praze, 2009. http://www.nusl.cz/ntk/nusl-11230.
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Definition and basic theoretic information about Corporate Governance of big industry company Description and Analyse of corporate Management, the functions of Top Management Members, their role in relationship to owners / shareholders (describtion of used tools for internal control of government, investment and tools for financial analyses)
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Alawi, Suha Mahmoud. "Corporate governance and cartel formation." Thesis, University of Bath, 2013. https://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.665372.
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A firm’s participation in cartel depends upon the potential problems that may arise due to price fixing and the incentives provided to the management. The top levels of management such as the board of directors and the CEO are responsible for deciding if the firm will participate in the cartel and manage the corporate governance activities of collusive price fixing agreements. This study aims to identify which characteristics of the participating firms’ boards of directors and CEOs are associated with cartel formation. It analyses the empirical investigation of cartel participation of firms, taking into account corporate governance characteristics as such as board of directors’ characteristics, ownership structure, CEO characteristics, and CEO compensation scheme. The study is focused on UK cartel firms which has the highest representation in the sample. A total number of 150 cartel firms in 52 cases from all around the world between the years 1990 to 2008 are involved in this study, of which 114 are UK firms. Therefore, this study is dominated by UK firms. The challenge of this study is that the personal attributes of CEOs and boards can make a significant contribution to the risk profile of a cartel being formed. This indeed would be to ‘diagnose’ organisational culture in a quite radical direction. The study suggests and finds that some corporate governance attributes are associated with cartel formation. The results reveal consistency with prior researches, that cartel firms have different corporate governance relative to a control sample in the three years prior to cartel formation. Specifically, the study concludes that UK-based cartel firms characterised by having larger board size compared to non-cartel firms; lower percentage of independent directors (non-executive); higher average of board remuneration; less likely that cartel is formed by family-owned and controlled firm (large shareholders); having older CEOs represented on the board; having CEO who served a less number of years as a director; less likely to have a female CEO represented; more likely to have CEOs who’s combined CEO-chairman position; and a higher average of CEOs bonuses and compensation packages.
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Wang, Yuwei. "Two Essays on Corporate Governance." Scholar Commons, 2012. http://scholarcommons.usf.edu/etd/4415.
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This dissertation includes two related chapters that investigate corporate governance. In the first chapter, we examine the effectiveness of board monitoring on CEOs. It is widely believed that outsider boards are better monitors. In fact, regulations now require that the board of directors of publicly traded firms be composed of a majority of independent directors (or outsiders). However, this paper documents that an insider-dominated board can monitor the CEO just as well as an outsider board can when the firm's CEO is hired from outside. The results suggest that what matters is not so much as the structure of the board, but the "independence" between the board and the CEO it monitors. Specifically, we find that insider boards monitor more of their firms' CEOs if the CEO is hired from outside than from within. In addition, outsider boards monitor both inside and outside CEOs the same way. We also find little difference between insider and outsider boards when they monitor outside CEOs. The main contribution of this paper is to show that an insider board can be an effective monitor as long as it is independent of the CEO. In other words, what is important is board independence, not board structure per se.
In chapter two, we examine the relation between the change in a firm's value and its CEO selection sources: internal promotion versus external hire in both high and low product competition environments. Our results show that firms will be better off hiring an outside CEO (external hire) when the firms operate in a low product competition industry. Specifically, the evidence shows that hiring an outside CEO for a firm in a low product competition industry will increase the firm's value by about 3% for the entire tenure of the CEO. The main contribution of this paper is to show that product market competition is an important factor in CEO selection.
Books on the topic "Corporate governance ; Board duties"
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Neville, Mette, Karsten Engsig Sørensen, and Hanne Søndergaard Birkmose. Boards of directors in European companies: Reshaping and harmonising their organisation and duties. Alphen aan den Rijn, The Netherlands: Kluwer Law International, 2013.
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Sulaiman, Aiman Nariman Mohd. Directors' duties and corporate governance. Petaling Jaya, Selangor, Malaysia: Sweet & Maxwell Asia, 2001.
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Hilb, Martin. New Corporate Governance: Successful Board Management Tools. Berlin, Heidelberg: Springer Berlin Heidelberg, 2012.
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New corporate governance: Successful board management tools. Berlin: Springer-Verlag, 2005.
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Lindgren, Ulf. All above board: Creating the ideal corporate board. New York: Palgrave Macmillan, 2013.
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Tukur, Garba, and Mikailu Aminu S, eds. Board independence and firm financial performance: Evidence from Nigeria. Nairobi: African Economic Research Consortium, 2011.
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L, Bromilow Catherine, PricewaterhouseCoopers LLP, and Institute of Internal Auditors. Research Foundation., eds. Corporate governance and the board-- what works best. Altamonte Springs, Fla: Institute of Internal Auditors Research Foundation, 2000.
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Scotland, Commission for Local Authorities Accounts in. All above board: Corporate governance in the NHS. Edinburgh: Accounts Commission for Scotland, 1996.
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Board of directors corporate governance: Lapdog or watchdog? Leesburg, VA: Wycliff Pub., Inc., 2007.
Find full textBook chapters on the topic "Corporate governance ; Board duties"
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Ferreira, Daniel. "Board Diversity." In Corporate Governance, 225–42. Hoboken, NJ, USA: John Wiley & Sons, Inc., 2011. http://dx.doi.org/10.1002/9781118258439.ch12.
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Welge, Martin K., and Marc Eulerich. "Board Dynamics." In Corporate-Governance-Management, 87–112. Wiesbaden: Springer Fachmedien Wiesbaden, 2014. http://dx.doi.org/10.1007/978-3-658-08239-0_4.
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Raval, Vasant. "The Board in Action." In Corporate Governance, 141–56. Boca, Raton : CRC Press, 2020. |: Auerbach Publications, 2020. http://dx.doi.org/10.1201/9781003031796-10.
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Raval, Vasant. "Management and the Board." In Corporate Governance, 157–78. Boca, Raton : CRC Press, 2020. |: Auerbach Publications, 2020. http://dx.doi.org/10.1201/9781003031796-11.
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Raval, Vasant. "The Board of Directors." In Corporate Governance, 73–92. Boca, Raton : CRC Press, 2020. |: Auerbach Publications, 2020. http://dx.doi.org/10.1201/9781003031796-6.
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Padgett, Carol. "The Board of Directors." In Corporate Governance, 45–69. London: Macmillan Education UK, 2012. http://dx.doi.org/10.1007/978-0-230-35711-2_3.
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Tonello, Matteo. "Board Composition and Organization Issues." In Corporate Governance, 193–223. Hoboken, NJ, USA: John Wiley & Sons, Inc., 2011. http://dx.doi.org/10.1002/9781118258439.ch11.
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Rezaee, Zabihollah. "Board Subcommittees for Corporate Governance." In Corporate Governance, 243–62. Hoboken, NJ, USA: John Wiley & Sons, Inc., 2011. http://dx.doi.org/10.1002/9781118258439.ch13.
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Hilb, Martin. "Situative Board Dimension." In Integrierte Corporate Governance, 15–73. Berlin, Heidelberg: Springer Berlin Heidelberg, 2010. http://dx.doi.org/10.1007/978-3-642-15521-5_2.
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Hilb, Martin. "Strategische Board Dimension." In Integrierte Corporate Governance, 75–108. Berlin, Heidelberg: Springer Berlin Heidelberg, 2010. http://dx.doi.org/10.1007/978-3-642-15521-5_3.
Full textConference papers on the topic "Corporate governance ; Board duties"
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Pichet, Eric. "Duties of independent directors in listed companies in 2019." In New Challenges in Corporate Governance: Theory and Practice. Virtus Interpress, 2019. http://dx.doi.org/10.22495/ncpr_28.
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Correia, Anacleto, and Pedro B. Água. "A corporate governance perspective on IT governance." In Corporate governance: A search for emerging trends in the pandemic times. Virtus Interpress, 2021. http://dx.doi.org/10.22495/cgsetpt19.
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IT governance encompasses the processes for aligning business and IT efforts to accomplish optimal value from the business by means of the implementation of effective IT control and accountability, performance and risk management. Despite IT governance awareness in recent years, there is a lack of a holistic view of the organization’s IT governance that could help board directors to have an overall map of the current situation and anticipate the further steps needed to raise its level of maturity. This text proposes a classification scheme for IT governance according to two orthogonal dimensions: the stakeholders’ perspective (from corporate board to end-users) as well as the primitives that are an object of IT governance. The proposed scheme, evolved from enterprise architecture research, is in line with other solutions aimed at aligning the business and IT within organisations
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Nadarajan, Santhirasegaran. "Corporate Governance: Board Size, Managerial Ownership and Operations Performance." In ISSC 2016 International Conference on Soft Science. Cognitive-crcs, 2016. http://dx.doi.org/10.15405/epsbs.2016.08.27.
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Khairani, Nadia, and Devianti Yunita Harahap. "Corporate Governance and Firms Value: From the Board Diversity and Board Compensation Perspective." In 2nd International Conference on Economic Education and Entrepreneurship. SCITEPRESS - Science and Technology Publications, 2017. http://dx.doi.org/10.5220/0006888104700478.
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Grau Grau, Alfredo Juan, and Inmaculada Bel Oms. "Big Data in Corporate Governance decision." In CARMA 2020 - 3rd International Conference on Advanced Research Methods and Analytics. Valencia: Universitat Politècnica de València, 2020. http://dx.doi.org/10.4995/carma2020.2020.11600.
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Progress in Big Data in recent years has grown exponentially, which hasallowed the detection and processing of a large amount of data. Until recently,this fact was unattainable by the lack of mechanization of the corporategovernance reports. This paper investigates the relationship betweencorporate governance decisions affect the indebtedness policies of 1,956industrial companies listed in Europe and the USA over the period 2016–2018(5,868 observations). To measure corporate governance decisions, we usedetailed information on the expertise of audit committees, the proportion ofindependent directors, board structures and women's presence on corporateboards. Our findings, which are based on a static panel data analysis, showthat there is a strong negative relationship between Audit Committeesexpertise and indebtedness level in European and North American companies.There are also evidence that European and American companies with a one-tier board structure and Audit Committees expertise are less likely to havelower level of indebtedness. Our results shed new light on corporategovernance in relation to the experience of audit committees and the influenceof their characteristics on indebtedness policy.
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Vacca, Andrea, Antonio Iazzi, and Monica Fait. "Corporate governance and firm efficiency: The role of board composition." In New Challenges in Corporate Governance: Theory and Practice. Virtus Interpress, 2019. http://dx.doi.org/10.22495/ncpr_46.
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Jiang Tao and Wang Huai-ming. "Board governance, ultimate controller and corporate social responsibility disclosures paper." In 2015 IEEE International Conference on Grey Systems and Intelligent Services (GSIS). IEEE, 2015. http://dx.doi.org/10.1109/gsis.2015.7301923.
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Alqatan, Ahmad. "The association between board diversity, earnings management and firm performance in Kuwait: A research agenda." In Corporate Governance: Search for the Advanced Practices. Virtus Interpress, 2019. http://dx.doi.org/10.22495/cpr19p14.
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Lepore, Luigi, Sabrina Pisano, Gabriella D’Amore, and Carmela Di Guida. "Board independence and voluntary financial disclosure: The moderating role of ownership structure." In New challenges in corporate governance: Theory and practice. Virtus Interpress, 2019. http://dx.doi.org/10.22495/ncpr_42.
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Ricci, Federica, Vincenzo Scafarto, Flaviano Moscarini, and Gaetano Della Corte. "The concept of board capital in corporate governance research: A structured literature review." In New Challenges in Corporate Governance: Theory and Practice. Virtus Interpress, 2019. http://dx.doi.org/10.22495/ncpr_44.
Full textReports on the topic "Corporate governance ; Board duties"
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Sadowski, Dieter. Board-Level Codetermination in Germany - The Importance and Economic Impact of Fiduciary Duties. Association Inter-University Centre Dubrovnik, May 2021. http://dx.doi.org/10.53099/ntkd4304.
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The empirical accounts of the costs and benefits of quasi-parity codetermined supervisory boards, a very special German institution, have long been inconclusive. A valid economic analysis of a particular legal regulation must take the legal specificities seriously, otherwise it will be easily lost in economic fictions of functional equivalence. At its core the corporate actor “supervisory board” has no a priori objective function to be maximised – the corner stone of the theory of the firm – but its objective function will only be brought about a posteriori – should negotiations result in an agreement (E. Fraenkel). With this understanding,the paper presents six recent quasi-experimental studies on the economic (dis) advantageousness of the German codetermination laws that try to follow the rules of causal inference despite the lack of random variation. By and large they refute the hold-up model of codetermination by showing positive or nonnegative effects even on shareholder wealth – and a far-reaching improvement of the well-being of the core workforce. In conclusion, indications are offered that the shareholder primacy movement has only weakened, but not dissolved the “Deutschland AG”.