Search

Motivation: Numerous international studies have been conducted to determine the effect of board composition on tax aggressiveness, and ultimately the effective tax rate (ETR) of firms, but to the best of the author's knowledge, no similar research from a South African perspective has been conducted. Purpose: This study explores the association between board composition and the ETR of South African Johannesburg Stock Exchange (JSE)-listed firms for the period 2012 to 2021 to obtain an understanding of how corporate governance attributes affect the ETR of firms. Design and methodology: A sample of 40 firms is purposively selected from the top 200 JSE-listed firms based on market capitalisation on 31 December 2021. The study employs a quantitative approach by applying the panel data multivariate regression model. Main findings: The study shows that board size, as a corporate governance attribute, is a determinant of the ETR of South African JSE-listed firms. Additionally, other board composition-related corporate governance attributes such as independence, gender diversity, and director shareholding showed no substantial association with the ETR. Practical implications: The results of this study indicate that the board of directors – specifically its composition – is successful in its role of ensuring that the firm is, and is seen to be, a responsible corporate citizen by paying its fair share of taxes. Novelty: This study is the first to offer empirical evidence linking board composition to South African JSE-listed firms' ETRs. The result of the study therefore fills a research gap and has the potential to guide board governance committees and increase directors' awareness of their tax-related roles. [ABSTRACT FROM AUTHOR]

This study aims to develop a comprehensive, multistage theoretical framework and investigate the impact of board composition, its effectiveness, and its strategic and control roles on small and medium-sized enterprises' (SMEs) financial and social performance. This research is based on primary data obtained by conducting a telephone survey or personal interviews with a single respondent from the executive management team of 63 SMEs. Data collection took place over six months, from February to August 2024, filling out the questionnaire to measure the relationships between independent variables, such as board composition and roles, and dependent variables, including financial and social performance outcomes. The results confirm that board composition—including size and independence—does not explain SME performance. Instead, human capital on board significantly affects board positions and performance. Besides, the study reveals that the board's strategic role is more important than its control role, underscoring the significance of forward-thinking strategies. The study eventually indicates the most important theoretical, practical and policy implications of a successful board, which depend on real results like better financial performance and finding strategic opportunities. It also measures how effective boards are by looking at how much they contribute to the overall performance of the company, both financially and socially. [ABSTRACT FROM AUTHOR]

The chief marketing officer (CMO) is typically held accountable for generating firm revenue growth, but it is unclear whether current top management team (TMT) compensation practices, focused on an external benchmarking process, best align CMO behavior with this outcome. Drawing on equity theory, we explore how CMO pay (i.e., salary), relative to external and internal referents, impacts revenue growth. Using over 20 years of data for 457 public U. S. firms, we find that CMO-CFO relative pay (i.e., the Chief Finance Officer) positively relates to firm revenue growth, but CMO pay relative to the industry median does not. Further examination reveals an asymmetry in the effect for CMO-CFO relative pay—when CMOs are paid above the CFO, there is no impact on revenue growth, but when CMOs are paid below the CFO, there is a strong association to revenue growth (i.e., hampering growth), as such pay inequity can be particularly demotivating. Moderation analysis using CMO tenure provides support for this mechanistic pathway. Weaker evidence is found for the effect between CMO-highest paid TMT member relative pay and revenue growth, and no relationship between CMO-CEO relative pay and revenue growth is observed. Findings support the CFO as a key CMO pay referent and indicate that the common practice of using predominantly external benchmarks to determine CMO pay is not optimal, providing valuable insight and guidance to better align CMO pay and firm growth. [ABSTRACT FROM AUTHOR]

The aim of this paper is to analyse which factors explain the effectiveness of internal audit in providing assurance about cybersecurity risk management. On the basis of neo‐institutional theory, we hypothesize that coercive (cybersecurity regulation), normative (professionalization of internal auditors and Boards) and mimetic forces (outsourcing of cyber security assurance services) positively contribute to cybersecurity audit (CSA) effectiveness. As these forces do not come about in an interest free model, we study the role of and the interaction with other actors who shape the CSA practices—Boards and security experts. We hypothesize that Board's support to CSA and the level of internal auditors' cooperation with the first and the second line of defence positively affect CSA effectiveness. To test our hypothesis, we conducted a survey involving IT auditors and Chief Audit Executives from various industries, organizations of different sizes and countries. We examined the hypothesized relationships in a series of regression analyses. We find that normative forces (professionalization of the internal auditors and Boards' competences), Board's support to CSA and cooperation between the internal audit function (IAF) and the first two line of defence significantly explain the CSA effectiveness. We find no support for the effect of regulation as a coercive force and outsourcing as a mimetic force. We discuss potential reasons for our findings and their implications. The paper is an original analysis that advances our understanding of key drivers of CSA effectiveness and their relationships. [ABSTRACT FROM AUTHOR]

This study provides comprehensive evidence on the link between boardroom diversity and reduction of carbon emissions. Analyzing data from a sample of 344 UK-listed non-financial and unregulated firms over the period from 2005 to 2021, our findings indicate that task-oriented (i.e., tenure) and structural (i.e., insider/outsider) board diversity are important for reducing corporate carbon emissions while relational diversity does not appear to be useful. Furthermore, the study explores the role of external carbon governance, such as the Paris Agreement, on firms with weaker internal governance structures. The findings reveal that external governance plays a critical role in curbing emissions when internal governance is not effective. Overall, our research offers valuable insights for management and regulatory bodies on the interplay between various governance mechanisms internal and external to a firm. This knowledge could guide them in determining the right mix and degree of diversity in the boardroom to achieve environmental goals. [ABSTRACT FROM AUTHOR]

Purpose: The purpose of this paper is to investigate the relationship between board gender equality and environmental, social and governance (ESG) performance in the European banking sector. The study examines whether and how the presence of women on the board of directors (BoD) influences ESG dimensions. Design/methodology/approach: The authors analyzed a sample of 72 European Union banks for the period 2015–2021 and developed an econometric model applying unbalanced panel data regression with firm fixed effects and controls per year. To test the research hypotheses, the authors considered gender equality in terms of female participation on the BoD and measured ESG dimensions by using the ESG score provided by Refinitiv. Findings: The findings suggest a significant positive relationship between the number of women on BoD and the ESG performance of European banks only up to a certain threshold of female directors (at least three women). The study also explores how the proportion of women on BoD influences the individual ESG pillars. The results show that the percentage of female directors has a positive and statistically significant impact on the social dimension of the ESG framework. Research limitations/implications: The investigation is highly relevant to investors considering ESG issues in their decision-making process. The overall findings support policymakers and regulators on how to improve ESG performance through the design and the application of corporate governance (CG) mechanisms. From a managerial perspective, the study suggests that managers and CEOs should focus their efforts on establishing the right gender combination of directors on bank BoDs. Originality/value: This paper offers an in-depth examination of the CG practices of banks, and it attempts to bridge the gap in prior literature on the determinants of ESG issues in the European banking industry. To the best of the authors' knowledge, this study is the first that investigates the relationship between the representation of women on BoDs and the ESG dimensions measured by the Refinitiv Eikon score. The use of critical mass theory adds a fresh perspective to the literature on ESG in Europe since the influence of board gender diversity on ESG performance of the European banks is still unaccounted for. This study addresses this pressing research issue drawing on resource dependence, agency and legitimacy theories. [ABSTRACT FROM AUTHOR]

Purpose: This paper aims to explore the effect of female's presence in corporate governance structures to reduce agency conflicts, using a quantile regression approach. Design/methodology/approach: The research investigates the relationship between company performance and boardroom gender diversity using quantile regression methods. The study uses annual data of 111 companies listed on the Johannesburg Stock Exchange from 2010 to 2020. Findings: The study reveals that women on the board impact firm return on assets and enterprise value, varying across performance distribution. This contrasts fixed effect findings but aligns with two-stage least squares. However, quantile regression indicates that female executives and independent non-executive directors have notably negative impacts in high and low-performing companies, highlighting non-uniformity in the board gender diversity effect compared with previous assumptions. Practical implications: The empirical findings suggest that companies with no women directors on the board are generally more likely to experience a decrease in performance and enterprise value relative to companies with women directors on the board. As recommended through the King Code of Corporate Governance, it is thus valuable to companies to ensure gender diversity on the board of directors. Originality/value: The research confirms through rigorous statistical analyses that corporate governance policies, principles and guidelines should include gender diversity as a requirement for a board of directors. [ABSTRACT FROM AUTHOR]

In the article there is a detailed analysis of the national legal regulation of the composition and activities of the board of directors, which in a one-tier corporate governance structure can be broadly characterized as a management and control body. It also analyses the fundamental principles governing the operation of such a collegial corporate body. The research aims to analyse the national regulation of a one-tier corporate governance structure with the intent to identify the primary and supplementary principles of the board of directors' operation, uncover their essence, evaluate their role, and elucidate the legal nature of the board's decisions. To achieve this goal, the study uses various scientific methods, including technical-legal analysis, synthesis, analogy, modeling, comprehensive research, structuralfunctional analysis, comparative legal method and others. The article identifies the following as the core principles of the board of directors' operation: collegiality, majority, equality of board members, accountability, regulation of the board's activities, and prevention of conflicts of interest. Additional principles include transparency, propriety, and the competence of board members. The author pays particular attention to a detailed analysis of the provisions of the Law of Ukraine № 2465-IX «On Joint Stock Companies», which defines the composition of the board of directors, the decision-making procedure, the possibility of other persons participating in meetings with an advisory vote, and the principles of organizing the board's work. The article examines the legal nature of the board of directors' decisions to determine whether they should be classified as normative or non-normative acts. The author demonstrates that the decisions of the board of directors cannot always be regarded as the result of normmaking. Decisions of the board that do not establish new legal norms and address specific individual cases, such as appointing a Chief Executive Officer, have a non-normative nature. Conversely, decisions that set general rules of conduct have a normative nature. The author concludes that decisions of the board of directors to approve internal regulations or implement external standards, even if they merely activate existing norms, are themselves normative acts, as they establish the binding nature of these norms within the corporation. [ABSTRACT FROM AUTHOR]

In the article there is an analysis of the non-executive director's legal status and functions, including independent one, within the one-tier corporate governance structure in Ukraine. The study aims to examine the powers of non-executive directors, the scope of their functions, and the criteria for independence, to provide a clear understanding of their role in corporate governance in Ukraine. Author establishes that a director in a one-tier corporate governance structure is an individual elected by the general meeting of shareholders to the board of directors and assumes the official from the moment of election, regardless of the title. The article defines non-executive directors as members of the board of directors who perform control and risk management functions regarding the corporation's activities and those of the executive directors. The fulfilment of these functions by non-executive directors contributes to balanced corporate governance. Author explores that the independence of a non-executive director involves the absence of any relationship with the corporation and compliance with other independence criteria determined by legislation, the corporation's charter, and/or board regulations. Author also concludes that a shareholder can be elected to the position of a non-executive director, if this does not contradict the corporation's charter, and/or board regulations. Author examines the conditions and criteria under which a shareholder elected as a non-executive director can be considered independent. The study demonstrates that the text of Law № 2465-IX contains an error technicus, which complicates the ability of shareholders within a one-tier structure to correctly apply the legal norms regarding independence criteria. Finally, risk management is identified as a key function of non-executive directors, which includes several stages: risk identification, analysis, evaluation, the implementation of risk mitigation measures, and monitoring the effectiveness of these measures. This ensures compliance with legislation and the protection of shareholders' rights, including minority shareholders, and other stakeholders of the corporation. The article significantly contributes to a better scientific understanding of the role and functions of nonexecutive directors. [ABSTRACT FROM AUTHOR]

Copyright of Journal of Commercial & Intellectual Property Law (TFM) / Ticaret ve Fikri Mülkiyet Hukuku Dergisi is the property of Ankara Yildirim Beyazit University, Facult of Law and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

We explore whether employee interests affect the evaluation of acquisition offers by target boards of directors. Exploiting changes in state unemployment insurance (UI) as sources of exogenous variation in worker unemployment costs, we find that lower unemployment costs increase acquisition activity. The adoption of state constituency statutes strengthens this relation. Boards of target firms having high labor intensity, low short-term institutional ownership, headquartered in low population or high social capital counties, and with female independent directors, more often strongly weight employee interests. Higher UI levels are also associated with larger postacquisition layoffs. Our evidence supports theories rationalizing target boards' consideration of employee interests. This paper was accepted by Victoria Ivashina, finance. Supplemental Material: The online appendix and data files are available at https://doi.org/10.1287/mnsc.2022.01379. [ABSTRACT FROM AUTHOR]

Copyright of Journal of Research in Finance & Accounting is the property of Journal of Research in Finance & Accounting and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

This paper investigates the composition of REIT board committees in terms of the real estate expertise of the directors, type of director, gender, and tenure and the impact of these characteristics on REIT performance. The sample comprises data at the director level for 65 U.S. equity REITs during the period of 2010-2019. Using chi-square tests and logistic panel regressions, I provide evidence that the profile of REIT board members varies depending on their assignment to different committees and that, overall, the average REIT director does not match the expected director profile of having significant real estate expertise or long board tenure. I also find that finance and investment committee members are directors with very different characteristics despite tat these committees are function-related advisory committees and real estate expertise is associated with investment committee membership only. Furthermore, using panel fixed effects regressions, I find that the composition of REIT committees matters for REIT performance, especially in the case of investment committees for which the presence of outside and inside directors with real estate expertise and long tenure is associated with higher REIT performance. To the best of my knowledge, this is the first study that investigates the composition of REIT board committees and its impact on REIT performance. The findings are of interest to researchers and practitioners as they show the key characteristics of directors for REIT monitoring and advisory committees and their effect on REIT performance, and this information can assist in the understanding of REIT board functioning and the designing of the optimal REIT board. [ABSTRACT FROM AUTHOR]

Copyright of Jurnal Ilmu Hukum, Humaniora dan Politik (JIHHP) is the property of Dinasti Publisher and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Competition law infringements have been theorised to be a consequence of flawed monitoring by the board of directors. The focus of European Union competition law on sanctioning undertakings, rather than individuals, offers a particularly interesting context to empirically test this theory. The study uses agency theory for this purpose to analyse the relationship between a number of characteristics of the board of directors and European Union competition law infringements. It encompasses all listed undertakings that have committed a European Union competition law infringement since 2003, irrespective of their nationality. After controlling for temporal, geographic and industry-related effects, it finds that both CEO/Chair duality and gender diversity are associated with an increased likelihood of committing an EU competition law infringement. No relationship was found between European Union competition law infringements and the ratio of non-executive directors, the ratio of directors appointed after the CEO, board tenure, CEO tenure, CEO compensation or the size of the board. The results indicate that future governance initiatives aimed at increasing gender diversity and separating the functions of CEO and chairperson might also be relevant for competition law policy. [ABSTRACT FROM AUTHOR]

Purpose: In today's interconnected world, social capital has emerged as a crucial business competence, drawing significant attention in recent literature. Using social network analysis, this study aims to investigate the impact of network centrality, established by a firm through its board members (i.e. boardroom networks), on corporate cash holdings. Design/methodology/approach: This study uses extensive panel data comprising 36,963 firm-year observations of firms listed on the Australian Securities Exchange, spanning a 22-year period (2001–2022). The study uses firm fixed-effect regression along with several alternative specifications and an instrumental variable approach to ensure the robustness of the results. Boardroom network centrality is quantified by five measures that capture different perspectives on networks as viable conduits for resource exchange and information flow: degree, two-step reach, closeness, eigenvector and betweenness. Findings: The authors find evidence for the benefits of board networks. Firms with well-connected boards (central firms) are more likely to have smaller cash holdings. The findings also reveal distinct effects stemming from local and global properties of centrality, with local network measures playing a more pronounced role in shaping cash-holding decisions. Overall, the evidence reflects the ability of connected directors to enhance governance by limiting managerial discretion over cash reserves, thus reducing agency conflicts associated with cash holdings. Research limitations/implications: This study offers important insights for regulators, investors and practitioners, highlighting the potential for connected directors to effectively curtail managerial autonomy in deploying corporate cash holdings. Originality/value: This study contributes to the ongoing discussion about the advantages and drawbacks of board networks, which constitute a vibrant and burgeoning area of research in the finance literature. It also complements scanty network-based studies on firm cash holdings. Importantly, this study extends prior work by providing robust evidence and a comprehensive analysis of the nuanced roles that board networks play in affecting the level of cash reserves. [ABSTRACT FROM AUTHOR]

Purpose: Companies board at the top of every company and play key parts in every system of corporate governance. As a result, this issue makes the board of directors the current focal point of various efforts to improve corporate governance Therefore, corporate governance experts have been looking for a long time to improve the composition of the board of directors and evaluate them with new models; In this way, the boards of directors can act more effectively. Therefore, the purpose of this research is to present the local model for selecting the board members in Subsidiaries of Bonyad Ta'avon Vedja Organization.Methodology: In this research, the mixed approach of theme analysis, factor analysis and fuzzy Delphi method was used to identify themes. In the sample group in thematic analysis, 8 semi-structured interviews were conducted with faculty members, board members and major stakeholders. In the fuzzy Delphi sample group, 15 people were selected as experts to answer the questions of the questionnaire. In the quantitative approach of factor analysis, a sample group of 200 people has been used.Findings: The results of the board selection checklist showed 84 primary codes that were classified into 6 organizing themes. The main organizing themes of the board members selection checklist are: intelligence, skill, psychological, experience, literacy and structural and demographic.Originality/Value: Therefore, the results show that the selection of board members based on the themes identified according to the identified checklist will have a better performance ahead.

Multiple board directorships are a global phenomenon in the business environment and have come under intense debate from regulators, professionals, and academics alike. At the same time, sustainability has become a major challenge for firms in the current scenario. The main objective of this paper is to investigate whether multiple directorships lead firms to symbolic or substantive sustainability strategies. After performing different methodological approaches and robustness tests, our findings highlight that multiple directorships lead to symbolic sustainable development by significantly intensifying environmental, social and governance (ESG) reporting practices, although this is not supported by substantial ESG actions. This symbolic behaviour is even more evident in socially and environmentally sensitive industries. Given the ongoing regulatory and professional discussions concerning multiple board directorships, the ever-increasing importance of sustainability and the significant consequences of symbolic ESG strategies, our paper has direct implications for firms in the selection of board members, as well as for regulators and professionals when refining their legislation and recommendations concerning boards. [ABSTRACT FROM AUTHOR]

Family business groups (FBGs) typically control several member firms and can hire a single auditor or multiple auditors to audit their member firms. This article examines what type of auditor appointment strategy constrains intragroup value transfers within FBGs. Analyzing related-party transactions (RPTs) within FBGs in Hong Kong, this study provides evidence that FBGs with multiple auditors undertake more intragroup value transfers than FBGs with a single auditor. However, the adverse effect of multiple-auditor appointments is mitigated by a stronger board and higher financial reporting comparability among member firms. Using an alternative measure of intragroup value transfers, we also find that the market perceives multiple-auditor appointments as impairing audit effectiveness. Overall, our findings offer the new insight that controlling families can exploit the appointment of multiple auditors as a "divide and conquer" strategy which undermines the monitoring role of auditors against intragroup value transfers, but stronger corporate governance of member firms can mitigate the adverse effect. [ABSTRACT FROM AUTHOR]

Copyright of Contemporary Accounting Research is the property of Canadian Academic Accounting Association and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

By examining the nature of corporate personhood and the effects of AI, this paper expands on an existing argument for allowing corporations, as opposed to natural persons, to serve as independent board directors. While a corporation that serves as a director may enjoy limited liability and provide knowledge that a natural person cannot, the implications of such a situation are critical when viewed in combination with AI technology. Although AI does not have personhood in itself, corporations that own AI are given corporate personhood as a legal fiction. Human directors commonly obtain assistance from AI in making decisions, but they are open to being replaced by an AI-powered corporation when the latter has superior intelligence or when tasks are simple enough for automation. In this case, the existing requirement that boards comprise multiple people becomes unnecessary, because a single AI-powered director can provide a form of collective intelligence on its own. Such a corporation, with its lack of human intervention, is essentially a thing that consists of capital, in a transformation of the traditional view of a corporation as a combination of humans and capital.

Purpose – This study aims to analyse the political connections of Portuguese companies through the members of the board of directors, exploring how these connections influence, in particular, the composition and characteristics of the boards. Design/methodology/approach – The research used a strategy based on analysing the financial statements and curriculum vitae of the directors of Portuguese companies listed on Euronext Lisbon from 2014 to 2019. The political connections of board members were examined, considering the variables identified in the existing literature. Findings – The results indicate that companies with political connections maintain these relationships for long periods and have a greater number of members on the board of directors compared to companies without such connections. Directors with political experience tend to occupy non-executive positions, suggesting that companies may value political contacts more than the management skills of these directors. It was also found that there are politically connected directors who belong to multiple boards and that women appointed to the board are less likely to have a political background, reflecting male dominance in Portuguese politics. Research limitations/implications – The main limitations of this study include the small number of listed companies in the sample, which may affect the statistical robustness of the results, as well as the use of secondary sources, which may not capture all relevant policy linkages. In addition, the results are specific to the Portuguese context and may not be generalisable to other countries or other regions of the world. Originality/value – This study contributes to the understanding of political connections in Portuguese companies, offering valuable insights into how these connections influence board composition and can impact corporate strategy and governance. The findings of this study can be especially useful for business leaders looking to optimise the formation of their boards of directors.