Search results for: Board of Directors

Authors: Lara Al-Haddad, Mark Whittington

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This paper aims to examine the impact of two influential internal corporate governance mechanisms, namely board characteristics and ownership structure on the use of real activities-based and accrual-based earnings management by Jordanian public firms. Using panel data from Jordanian public firms after the introduction of the Jordanian Corporate Governance Code (JCGC) in 2009, the study finds both institutional ownership and managerial ownership constrain the use of real and accrual earnings manipulations. On the other side, both independent directors and largest shareholders are found to exaggerate the incidence of using real and accrual earnings management. The study also examines the trade-off between real and accrual earnings management and found that Jordanian firms use a combination of real and accrual-based earnings management to obtain the greatest effect on earnings reporting strategies. For the purpose of this study, three types of real earnings management are considered: sales manipulation, overproduction, and the abnormal reduction of discretionary expenditures. The abnormal discretionary accrual is considered for accruals management. While for the internal corporate governance mechanisms; board characteristics are examined by using board independence, board size, and CEO-duality; and ownership structure is examined by using managerial ownership, institutional ownership, foreign ownership and largest shareholder ownership. To the best knowledge of the researchers, this study is the first to examine the relationship between board characteristics and real earnings management in Jordan. Further, it is the first to examine the relationship between corporate governance mechanisms and discretionary accruals after the introduction of the Jordanian Corporate Governance Code in 2009. Thus, the findings of this study have important policy implications for policymakers, regulators, standard setters, audit professional, and investors in their attempts to constrain the practice of earnings management, whether real or accrual, and to improve the financial reporting quality in Jordan.

Keywords: board characteristics, Jordan, ownership structure, real earnings management

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Authors: Pei-Gi Shu, Yin-Hua Yeh, Chao-Ting Chen

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Using a dataset consisting of 7,120 firm-year observations from the Taiwan stock market over the 2007-2011 sample period, we find a significantly negative relationship between board external connectedness and firm diversification. We propose a learningeffect hypothesis indicating that an externally connected board member’s experiences in other companies directly affect his recommendations regarding the underlying firm’s diversification. The partial correlation between diversification and the performance of firms with externally connected board members is used as a proxy for the learning effect. The empirical results show that the learning effect is asymmetrically embedded in firm diversification, with negative experiences having a greater effect on firm diversification than positive experiences. Externally connected board members are associated with reduced diversification in one firm after they learn that diversification is detrimental to value in other companies. Moreover, the diversification of a firm due to board external connectedness is moderated by the controlling owner’s interest alignment and entrenchment.

Keywords: board, external, connectedness, diversification

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Authors: Suphap Sikkhaphan, Muwanga Zake, Johnnie Wycliffe Frank

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The purposes of the study included a) investigating the authentic and transformational leadership model of the directors of tambon health promoting hospitals b) evaluating the relation between the authentic and transformation leadership of the directors of tambon health promoting hospitals and the effectiveness of their hospitals and c) assessing the invariance test of the authentic and transformation leadership of the directors of tambon health promoting hospitals. All 400 southern tambon health promoting hospital directors were enrolled into the study. Half were males (200), and another half were females (200). They were sampled via a stratified method. A research tool was a questionnaire paper containing 4 different sections. The Alpha-Cronbach’s Coefficient was equally to .98. Descriptive analysis was used for demographic data, and inferential statistics was used for the relation and invariance tests of authentic and transformational leadership of the directors of tambon health promoting hospitals. The findings revealed overall the authentic and transformation leadership model of the directors of tambon health promoting hospitals has the relation to the effectiveness of the hospitals. Only the factor of “strong community support” was statistically significantly related to the authentic leadership (p < .05). However, there were four latent variables statistically related to the transformational leadership including, competency and work climate, management system, network cooperation, and strong community support (p = .01). Regarding the relation between the authentic and transformation leadership of the directors of tambon health promoting hospitals and the effectiveness of their hospitals, four casual variables of authentic leadership were not related to those latent variables. In contrast, all four latent variables of transformational leadership has statistically significantly related to the effectiveness of tambon health promoting hospitals (p = .001). Furthermore, only management system variable was significantly related to those casual variables of the authentic leadership (p < .05). Regarding the invariance test, the result found no statistical significance of the authentic and transformational leadership model of the directors of tambon health promoting hospitals, especially between male and female genders (p > .05).

Keywords: authentic leadership, transformational leadership, tambon health promoting hospital

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Authors: Y. Karbhari, A. Benamraoui, A. Fahmi Sheikh Hassan

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The study applies role theory to investigate the quality of the compliance review in Malaysia, which is perceived to have the most advanced Islamic banking governance framework in the Islamic world. Drawing from the questionnaire survey and semi-structured interviews, our study reveals the existence of a well-established structure for compliance reviews which is found to be regulatory driven and contingent upon the level of commercial activity of individual Islamic bank’s. However, the compliance review process was found to be ceremonial and inadequately undertaken by some SBs with greater prominence placed on its advisory role. In particular, the study provides evidence of a lack of understanding on accounting issues when undertaking the compliance review. Problems in communication between SBs, board of directors and management were also reported to exist. Our findings raise concern over the quality and thus the credibility of the religious compliance assurance communicated in Islamic Banks annual reports.

Keywords: Islamic banks, religious compliance, Sharia board assurance, role theory

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Authors: Saad Bin Nasir

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The research will examine the role of corporate governance (CG) practices on firm’s financial performance. Population of this research will be manufacture sector of Pakistan. For the purposes of measurement of impact of corporate governance practices such as board size, board independence, ceo/chairman duality, will take as independent variables and for the measurement of firm’s performance return on assets and return on equity will take as dependent variables. Panel data regression model will be used to estimate the impact of CG on firm performance.

Keywords: corporate governance, board size, board independence, leadership

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Authors: Chananporn Areekul

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The purpose of this study was to study the experimental result of using board games for enhancing the active citizen of the undergraduate students. The research methodology of this study was the quasi experimental research. The sample was 30 undergraduate students that were chosen by the purposive sampling. The instruments were board games for enhancing the active citizen and the questionnaire for measuring the active citizen levels. The result of the mean difference test was found that there were statistically significant differences at the .05 level (t = 2.028, p = 0.047) between before and after using board game for enhancing the active citizen of undergraduate students.

Keywords: active citizen, board game, learning innovation, undergraduate students

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Authors: Han Yan, Jieren Luo, Qiuhui Yan, Xiaoqing Li

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The thermal conductivity of porous materials is closely related to the thermal and moisture environment and the overall energy consumption of the building. The study of thermal conductivity of porous materials has great significance for the realization of low energy consumption building and economic construction building. Based on the study of effective thermal conductivity of porous materials at home and abroad, the thermal conductivity under a variety of different density of polystyrene board (EPS), plastic extruded board (XPS) and polyurethane (PU) and phenolic resin (PF) in wet state through theoretical analysis and experimental research has been studied. Initially, the moisture absorption and desorption properties of specimens had been discussed under different density, which led a result indicates the moisture absorption of four porous materials all have three stages, fast, stable and gentle. For the moisture desorption, there are two types. One is the existence of the rapid phase of the stage, such as XPS board, PU board. The other one does not have the fast desorption, instead, it is more stabilized, such as XPS board, PF board. Furthermore, the relationship between water content and thermal conductivity of porous materials had been studied and fitted, which figured out that in the wake of the increasing water content, the thermal conductivity of porous material is continually improving. At the same time, this result also shows, in different density, when the same kind of materials decreases, the saturated moisture content increases. Finally, the moisture absorption and desorption properties of the four kinds of materials are compared comprehensively, and it turned out that the heat preservation performance of PU board is the best, followed by EPS board, XPS board, PF board.

Keywords: porous materials, thermal conductivity, moisture content, transient hot-wire method

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Authors: David Abad, M. Encarnación Lucas-Pérez, Antonio Minguez-Vera, José Yagüe

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We examine explicitly the relation between the gender diversity on corporate boards and the levels of information asymmetry in the stock market. Based on prior evidence that suggests that the presence of women on director boards increases the quantity and quality of public disclosure by firms, we expect firms with higher gender diversity on their boards to show lower levels of information asymmetry in the market. Using a Spanish sample for the period 2004-2009, proxies for information asymmetry estimated from high-frequency data, and a system GMM methodology, we find that the gender diversity on boards is negative associated with the level of information asymmetry in the stock market. Our findings support legislative changes implemented to increase the presence of women on boards in several European countries by providing evidence that gender diverse boards have beneficial effects on stock markets.

Keywords: corporate board, female directors, gender diversity, information asymmetry, market microstructure

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Authors: Ijaz Ahamad Tatlah

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The justification of this study was to identify about physical facilities as encouragement to Quality Assurance Practices (QAP) in the Universities of Pakistan concerning the views of students, teachers and Directors of Quality Enhancement Cells’ (QEC’s) and to differentiate the views of students, teachers and Directors of QECs in relation to physical facilities about quality assurance practices in the universities of Pakistan. It was a quantitative and qualitative research study. This study was conducted on a sample of 28 universities (public and private sector) of Pakistan by using random and purposive sampling technique. Questionnaires and semi-structured interviews were planned to gather information from students, teachers and Directors of QECs in relation to physical facilities about quality assurance practices in the universities of Pakistan. The data was analyzed by using Descriptive, inferential statistics, and thematic coding. The study revealed that students, teachers and Directors of QEC’s faced a lot of problems and issues without physical facilities. Quality assurance Agency (QAA), Quality Assurance Department (QAD) and Higher Education commission (HEC) all are relevant Pakistani Agencies, which are working consistently of both sectors i.e. public and private to supervise, guide and facilitate the universities of Pakistan for developing quality assurance practices. Majority of the students teachers and Directors’ of QECs opined that books, research journals, manuals for use of science laboratories, equipment for experiments and update computers were available for teachers and students’ in the universities. It was suggested by the students teachers and Directors of QECs of universities that Quality Assurance Practices (QAP) can be accelerated by thinking the following steps: provision of sufficient resources, add the latest software for computers laboratories and new edition of books.

Keywords: physical facilities, quality assurance practices, library, laboratory

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Authors: Bahram Soltani, Louai Ghazieh

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The responsibility has a big importance further to the financial crisis and the various pressures, which companies face their duties. The main objective of this study is to explain the variation of mechanisms of the responsibility of the manager in the company among the advanced capitalist economies. Then we study the impact of these mechanisms on the performance and the value creation in European companies. To reach our goal, we established a final sample composed on average of 284 French, British and German companies quoted in stock exchanges with 2272 annual reports examined during the period from 2005 to 2012. We examined at first the link of causalities between the determining-mechanisms bound to the company such as the characteristics of the board of directors, the composition of the shareholding and the ethics of the company on one side and the profitability of the company on the other side. The results show that the smooth running of the board of directors and its specialist committees are very important determinants of the responsibility of the managers who impact positively the performance and the value creation in the company. Furthermore, our results confirm that the presence of a solid ethical environment within the company will be effective to increase the probability that the managers realize ethical choices in the organizational decision-making. At the second time, we studied the impact of the determining mechanisms bound to the function and to the profile of manager to know its relational links, his remuneration, his training, his age and his experiences about the performance and the value creation in the company. Our results highlight the existence of a negative relation between the relational links of the manager, his very high remuneration and the general profitability of the company. This study is a contribution to the literature on the determining mechanisms of company director's responsibility (Accountability). It establishes an empirical and comparative analysis between three influential countries of Europe, to know France, the United Kingdom and Germany.

Keywords: leaders, company’s performance, accountability mechanisms, corporate governance, value creation of firm, financial crisis

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Authors: Gunay Imanguliyeva

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Burnout is one of the concerning issues in education. The present paper aimed to explore the concept of burnout among program directors and faculty working in three higher education institutions (HEIs) in Azerbaijan and identify the factors contributing to burnout and the possible consequences of this syndrome on research participants’ professional and personal life. The researcher believed that if the concept of burnout was defined precisely and explored among more faculty, administration, and educational institutions, university leadership may have looked for the ways to support program directors and faculty, which would increase job satisfaction and decrease turnover. An exploratory qualitative research design was chosen for this study. The conceptual framework of this study was based on the Maslach Burnout Inventory. The instruments of the research were semi-structured interviews, observation, and document review. Three EFL (Teaching English as a Foreign Language) instructors and three program directors of the English Language Department working in three higher educational institutions in Azerbaijan participated in this study. The major findings of this study showed that both program directors and faculty suffered from burnout. Though they were aware of the factors that caused burnout, they did not know how to deal with this feeling. While research participants had high feeling of Emotional Exhaustion and Depersonalization, they had a low feeling of Personal Accomplishment. The researcher suggests that further research is important to measure the level of burnout and to enable HEIs to increase the productivity of program directors’ and faculty’s work as well as decrease the rate of retention in future. Also, in order to help program directors and faculty to cope with burnout, the research recommends the university leadership to meet their psycho-social needs, emotional-physical needs, and personal-intellectual needs. Keywords: burnout, emotional exhaustion, factors, well-being, higher education

Keywords: burnout, well-being, higher education, factors

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Authors: Ellisha Iling, Dayang Siti Hazimmah Ali

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Experimental composite boards were fabricated using oil palm (Elaeis guineensis Jacq) fronds particles by applying hot press pressure of 5MPa, 6MPa and 7MPa respectively. Modulus of rupture (MOR) and internal bond strength (IB) of the composite boards made with target density of 0.80 g/cm³ were evaluated. Composite board fabricated under hot press pressure of 5MPa had MOR and IB values of 16.27 and 4.34 N/mm² respectively. Corresponding values for composite board fabricated under hot press pressure of 6MPa were 16.76 and 5.41 N/mm² respectively. Whereas, the MOR and IB values of composite board fabricated under hot press pressure of 7MPa were 17.24 and 6.19 N/mm² respectively. All composite boards met the MOR and IB requirement stated in Japanese Industrial Standard (JIS). Based on results of this work, the strength of mechanical properties of composite board increased with increase of hot press pressure. This study revealed that the selection of applied pressure during fabrication of composite board is important to improve mechanical properties of composite boards.

Keywords: composite board, Elaeis guineensis Jacq. Fronds, hot press pressure, mechanical properties

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Authors: Saad Bin Nasir

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This research will examine the impact of corporate governance on firm performance in family and non-family owned firms in Pakistan. For the purpose of this research, corporate governance mechanisms which included are board size, board composition, leadership structure, board meetings are taken as independent variable and firm performance taken as dependent variable and it will be measured with return on asset and return on equity. Firm size and firm’s age will be taken as control variables. Secondary data will collect from audited annul reports of companies and panel data regression model will applied, to check the impact of corporate governance on firm performance.

Keywords: board size, board composition, Leadership Structure, board meetings, firm performance, family and non-family owned firms

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Authors: Shilpa Sharma, Lakshmi Ganesh, Mantra Gurumurthy, Shweta Sharma

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Board games provide affordances of 21st-century skills like collaboration, critical thinking, and strategy. Board games such as chess, Catan, Battleship, Scrabble, and Taboo can enhance learning in these areas. While board games are popular in informal child settings, their use in formal K-12 education is limited. To encourage teachers to incorporate board games, it's essential to grasp their perceptions and tailor professional development programs accordingly. This paper aims to explore teacher attitudes toward board games and propose interventions to motivate teachers to integrate and create board games in the classroom. A user study was conceived, designed, and administered with teachers (n=38) to understand their experience in playing board games and using board games in the classroom. Purposive sampling was employed as the questionnaire was floated to teacher groups that the authors were aware of. The teachers taught in K-12 affordable private schools. The majority of them had experience ranging from 2-5 years. The questionnaire consisted of questions on teacher perceptions and beliefs of board game usage in the classroom. From the responses, it was observed that ~90% of teachers, though they had experience of playing board games, rarely did it translate to using board games in the classroom. Additionally, it was observed that translating learning objectives to board game objectives is the key factor that teachers consider while using board games in the classroom. Based on the results from the questionnaire, a professional development workshop was co-designed with the objective of motivating teachers to design, create and use board games in the classroom. The workshop is based on the principles of gamification. This is to ensure that the teachers experience a board game in a learning context. Additionally, the workshop is based on the principles of andragogy, such as agency, pertinence, and relevance. The workshop will begin by modifying and reusing known board games in the learning context so that the teachers do not find it difficult and daunting. The intention is to verify the face validity and content validity of the workshop design, orchestration and content with experienced teacher development professionals and education researchers. The results from this study will be published in the full paper.

Keywords: board games, professional development, teacher motivation, teacher perception

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Authors: Xiaohui Wang, Liwei Sun, Guilin Zhang

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Printed circuit board (PCB) is the carrier of electronic components. Its coating is the first barrier for protecting itself. If the coating is damaged, the performance of printed circuit board will decrease rapidly until failure. Therefore, the coating plays an important role in the entire printed circuit board. There are common four kinds of coating of printed circuit board that the material of the coatings are paryleneC, acrylic, polyurethane, silicone. In this paper, we designed an accelerated degradation test of humid and heat for these four kinds of coating. And chose insulation resistance, moisture absorption and surface morphology as its test indexes. By comparing the change of insulation resistance of the coating before and after the test, we estimate failure time of these coatings based on the degradation of insulation resistance. Based on the above, we estimate the service life of the four kinds of PCB.

Keywords: printed circuit board, life assessment, insulation resistance, coating material

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Authors: Susana F. Casla

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Talent Gaming is an innovative methodology based on a large research done for years about how table board games can be used to empower teams. This methodology was developed thinking about the efficiency of facilitating team coaching sessions and the importance of bringing out the best of individuals when working as a team. The fact that more senses are involved in playing a board game, linked with the psychological element of space and “permission to play”, help us travel to earlier stages of our life when our authenticity was at its heights. By being focused on playing the board game, the individual does not direct their consciousness in a particular way and is rather focused in winning the board game. By doing this, his or her inner talents and authenticity surfaces and the fact that all the senses are involved impacts enormously his behaviors and attitudes. All of this combined results in an arena where our talents show up and our decision making process is not impacted by other elements, such as appearances, status or hierarchy.

Keywords: talent, team, board game, business psychology, coaching teams at work

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Authors: Sewe Silvanus Odhiambo

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Globally, many governments have publicly recognized private security firms as essential services providers. The private security firms face a lot of challenges, but the COVID-19 situation also has exacerbated them to another level. This paper locates its relevance in the post-coronavirus era. The COVID-19 pandemic has redefined the world operation, which shows a higher impact on the security field. Accordingly, the purpose of the study was to examine the role of corporate governance on the performance of private security firms in a post-covid pandemic era in Kenya. The study employed a descriptive research design, which included a quantitative approach and secondary data. The study was carried in the month of July 2021 from the registered private security firms. After targeting all private security firms, only 54 firms had disclosed their annual report by the time of conducting the study. The results depicted that pandemic has affected the performance of private security firms measures unfavorably. Further, boards of directors show a positive association with security firm performance. The study recommends that there is need board of directors to enhance management’s risk assessments in the midst of COVID-19; ensure that there are business continuity plans; there is organizational resilience; there is need for the development of new digital strategies; enabling the digital workforce in the firms and have effective communication plans with both internal and external stakeholders to deal with uncertainties and develop more post-COVID practices for boards of directors to improve performance of private security firms in Kenya. The practical implications of the study are that the research outcomes might assist regulatory bodies, investors, policymakers, and the security sector in general in their formulation of public and corporate governance strategies concerning future emergency preparedness and responses. This study also provides a unique contribution to the literature of COVID-19 and security firm performance in emerging economies context.

Keywords: COVID-19, corporate governance, firm performance, private security firms

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Authors: Synthia Atas Sari, Engkos Achmad Kuncoro, Haryadi Sarjono

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The purpose of this paper is to examine the impact of reward system which is determined by government over the work of Board of Commissioners in implementing good corporate governance in Indonesian state-owned enterprises. To do so, this study analyses the adequacy of the remuneration, the job attractiveness, and the board commitment and dedication with the remuneration system. Qualitative method used to examine the significant features and challenges to the government policy over the remuneration determination for the board of commissioners to their roles. Data are gathered through semi-structure in-depth interview to the 21 participants over 10 Indonesian stated-owned enterprises and written documents. Findings in this study indicate that government policies over the remuneration system is not effective to increase the performance of board of commissioners in implementing good corporate governance in Indonesian state-owned enterprises due to unattractiveness of the remuneration amount, demotivate active members, and conflict interest over members of the remuneration committee.

Keywords: reward system, board of commissioners, state-owned enterprises, good corporate governance

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Authors: Kazi Rizvan, Yamin Rekhu

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Due to high competitiveness in industries throughout the world, every industry is trying hard to utilize all their resources to keep their productivity as high as possible. Many tools have been being used to ensure smoother flow of an operation, to balance tasks, to maintain proper schedules for tasks, to maintain proper sequence for tasks, to reduce unproductive time. All of these tools are used to augment productivity within an industry. Kanban board is one of them and of the many important tools of lean production system. Kanban Board is a visual depiction of the status of tasks. Kanban board shows the actual status of the tasks. It conveys the progress and issues of tasks as well. Using Kanban Board, tasks can be distributed among workers and operation targets can be visually represented to them. In this paper, an example of Kanban board from the aspects of Brothers Furniture Limited was taken and how the Kanban board system was implemented, how the board was designed and how it was made easily perceivable for the less literate or illiterate workers. The Kanban board was designed for the packing section of Brothers Furniture Limited. It was implemented for the purpose of representing the tasks flow to the workers and to mitigate the time that was wasted while the workers remained wondering about what task they should start after they finish one. Kanban board subsumed seven columns and there was a column for comments where if any problem occurred during working on the tasks. Kanban board was helpful for the workers as the board showed the urgency of the tasks. It was also helpful for the store section as they could understand which products and how much of them could be delivered to store at any certain time. Kanban board had all the information centralized which is why the work-flow got paced up and idle time was minimized. Regardless of many workers being illiterate or less literate, Kanban board was still explicable for the workers as the Kanban cards were colored. Since the significance of colors can be conveniently interpretable to them, colored cards helped a great deal in that matter. Hence, the illiterate or less literate workers didn’t have to spend time wondering about the significance of the cards. Even when the workers weren’t told the significance of the colored cards, they could grow a feeling about their meaning as colors can trigger anyone’s mind to perceive the situation. As a result, the board elucidated the workers about what board required them to do, when to do and what to do next. Kanban board alleviated excessive time between tasks by setting day-plan for targeted tasks and it also reduced time during tasks as the workers were acknowledged of forthcoming tasks for a day. Being very specific to the tasks, Kanban board helped the workers become more focused on their tasks helped them do their job with more perfection. As a result, The Kanban board helped achieve a 8.75% increase in productivity than the productivity before the Kanban board was implemented.

Keywords: color, Kanban Board, Lean Tool, literacy, packing, productivity

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Authors: Elizabeth Snyman-Van Deventer

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Numerous corporate scandals, which included investment scams, corporate malfeasance, unethical conduct and conflicts of interest, contributed to the collapse of WorldCom, Global Crossing, Xerox, Tyco, Enron, Sprint, AbbVie and Imclone and led to alarmed investors abandoning public securities markets and the tumbling of U.S stock markets. These companies suffered significant financial losses due to substantial and fraudulent misstatements and other illegal, corrupt or unethical practices. Executives were convicted of fraud and sentenced to prison. The corporate financial scandals, governance failures, and the ensuing public outcries led to mandatory legislation, e.g. the Sarbanes-Oxley Act in the USA. In European corporate scandals such as Parmalat, Royal Dutch Ahold, Vivendi, Adecco and Elan, the boards missed financial misrepresentations. In South Africa, Steinhoff is the most well-known example of corporate collapse, but now we can also add Tongaat Hulett. It seems as if fraud and corruption may be the major sources of these corporate collapses. In most instances, there is either the active involvement of the directors and managers in these fraudulent or corrupt practices, or there is a negligent or even intentional failure to act by directors to prevent these activities. However, besides directors and managers, auditors and lawyers failed in most of these companies to fulfil their professional duties. In most of these major collapses, the ethics of especially auditors and directors could be questioned. This paper will first provide a brief overview of corporate collapses. Secondly, the reasons for these collapses, with a focus on unethical conduct, will be discussed.

Keywords: professional duties, corporate collapses, ethical conduct, legal ethics, directors, auditors

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Authors: Synthia Atas Sari

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The purpose of this paper is to examine the impact of reward system which determine by government over the work of Board of Commissioners to implement good corporate governance in Indonesian state-owned enterprises. To do so, this study analyzes the adequacy of the remuneration, the job attractiveness, and the board commitment and dedication with the remuneration system. Qualitative method used to examine the significant features and challenges to the government policy over the remuneration determination for the board of commissioners to their roles. Data gathered through semi-structure in-depth interview to the twenty-one participants over nine Indonesian stated-owned enterprises and written documents. Findings of this study indicate that government policies over the remuneration system is not effective to increase the performance of board of commissioners in implementing good corporate governance in Indonesian stated-owned enterprises due to unattractiveness of the remuneration amount, demotivate active members, and conflict interest over members of the remuneration committee.

Keywords: reward system, board of commissioners, stated-owned enterprises, government policy

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Authors: Hermanus J. Moolman

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The COVID-19 pandemic had a severe impact on the society and companies in South Africa. This raises questions about the position of creditors of companies facing financial distress and the actions that directors should take to cater to the interests of creditors. The extent to which directors owe their duties and consideration to creditors has been the subject of debate. The directors of a solvent company owe their duties to the company in favour of its shareholders. When the company becomes insolvent, creditors are the beneficiaries of the directors’ duties. However, the intermittent phase between solvency and insolvency, otherwise referred to as the realm of insolvency, is not accounted for. The purpose of this paper is to determine whether South African company law appropriately addresses the duties that directors owe to creditors and the extent of consideration given to creditors’ interests when the company is in the realm of insolvency and has started business rescue proceedings. A comparative study on South Africa, the United States of America, the United Kingdom and international instruments was employed to achieve the purpose statement. In the United States of America and the United Kingdom, the focus shifts from shareholders to the best interests of creditors when business recue proceedings commence. Such an approach is not aligned with the purpose of the Companies Act of 2008 that calls for a balance of interests of all persons affected by a company’s financial distress and will not be suitable for the South African context. Business rescue in South Africa is relatively new when compared to the practices of the United States of America and the United Kingdom, and the entrepreneurial landscape in South Africa is still evolving. The interests of creditors are not the only interests at risk when a company is financially distressed. It is recommended that an enlightened creditor value approach is adopted for South Africa, where the interests of creditors, albeit paramount, are balanced with those of other stakeholders. This approach optimises a gradual shift in the duties of directors from shareholders to creditors, without disregarding the interests of shareholders.

Keywords: business rescue, shareholders, creditors, financial distress, balance of interests, alternative remedies, company law

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Authors: Mary David, Denis Basila

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This study assessed the Impact of Board Composition on the Performance of Listed Deposit Money Banks in Nigeria. A sample of ten (10) deposit money banks formed the sample of this study. Board size, gender diversity, and board independence were used as the independent variables, and firm size as a control variable, whiles the bank performance was proxy with Tobin’s Q (TQ) as the dependent variable. Secondary data was collected from secondary source through the annual report and account of the banks and was analyzed through the support of STATA 14 versions. Descriptive statistics, correlation matrix, and OLS multiple regression model were adopted for the study. Breusch and pagan lagrangian multiplier test for random effect was conducted. The findings of the study reveal that board size has positive and significant impact on Tobin’s Q, gender diversity has positive and significant impact on Tobin’s Q, while board independent had a negative and nonsignificant influence on the Tobin’s Q, Similarly, firm size was found to have a negative and nonsignificant impact on Tobin’s Q of the study banks. This study recommended that policy makers, stakeholders, and corporate managers of deposit money banks of Nigeria and related industries are encouraged to adopt board sizes and gender diversity that impact positively on bank performance.

Keywords: board composition, performance, deposit money banks, nigeria

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Authors: Marisa Catarina da Conceição Dinis

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The commercial companies’ management has suffered an important material and legal transformation in the last years, mainly related to the changes in the Portuguese legal framework and because of the fact they were recently object of great expansion. In fact, next to the smaller family businesses, whose management is regularly assumed by partners, companies with social investment highly scattered, whose owners are completely out from administration, are now arising. In those particular cases, the business transactions are much more complex and require from the companies’ managers a highly technical knowledge and some specific professionals’ skills and abilities. This kind of administration carries a high-level risk that can both result in great success or in great losses. Knowing that the administration performance can result in important losses to the companies, the Portuguese legislator has created a legal structure to impute them some responsibilities and sanctions. The main goal of this study is to analyze the Portuguese law and some jurisprudence about companies’ management rules and about the conflicts between the directors and the company. In order to achieve these purposes we have to consider, on the one hand, the legal duties directly connected to the directors’ functions and on the other hand the disrespect for those same rules. The Portuguese law in this matter, influenced by the common law, determines that the directors’ attitude should be guided by loyalty and honesty. Consequently, we must reflect in which cases the administrators should respond to losses that they might cause to companies as a result of their duties’ disrespect. In this way is necessary to study the business judgment rule wich is a rule that refers to a liability exclusion rule. We intend, in the same way, to evaluate if the civil liability that results from the directors’ duties disrespect can extend itself to those who have elected them ignoring or even knowing that they don´t have the necessary skills or appropriate knowledge to the position they hold. To charge directors’, without ruining entrepreneurship, charging, in the same way, those who select them reinforces the need for more responsible and cautious attitudes which will lead consequently to more confidence in the markets.

Keywords: business judgment rule, civil liability of directors, duty of care, duty of care, Portuguese legal framework

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Authors: Angkawinijwong Sasiwan, Setthasakko Watchaneeporn

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This paper aims to gain an understanding of supporting factors and barriers to implementing eco-efficiency of automotive industry in Thailand. It employs in-depth interviews with key involved informants, including environmental managers, plant managers and environmental officers of six leading companies. It is found that board of directors, legislation and customers’ need are three main supporting factors in implementing eco-efficiency. Data collection and lack of awareness and knowledge about eco-efficiency are identified as barriers.

Keywords: eco-efficiency, supporting factors, barriers, automotive industry, Thailand

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Authors: Simona Ziukaite, Remigijus Ivanauskas, Gintaras Denafas

Abstract:

Market development of electrical and electronic equipment and a short life cycle is driven by the increasing waste streams. Gold Au, copper Cu, silver Ag and palladium Pd can be found on printed circuit board. These metals make up the largest value of printed circuit board. Therefore, the printed circuit boards scrap is valuable as potential raw material for precious metals recovery. A comparison of Cu, Au, Ag, Pd recovery from waste printed circuit techniques was selected metals leaching of chemical reagents. The study was conducted using the selected multistage technique for Au, Cu, Ag, Pd recovery of printed circuit board. In the first and second metals leaching stages, as the elution reagent, 2M H2SO4 and H2O2 (35%) was used. In the third stage, leaching of precious metals used solution of 20 g/l of thiourea and 6 g/l of Fe2 (SO4)3. Verify the efficiency of the method was carried out the metals leaching test with aqua regia. Based on the experimental study, the leaching efficiency, using the preferred methodology, 60 % of Au and 85,5 % of Cu dissolution was achieved. Metals leaching efficiency after waste mechanical crushing and thermal treatment have been increased by 1,7 times (40 %) for copper, 1,6 times (37 %) for gold and 1,8 times (44 %) for silver. It was noticed that, the Au amount in old (> 20 years) waste is 17 times more, Cu amount - 4 times more, and Ag - 2 times more than in the new (< 1 years) waste. Palladium in the new printed circuit board waste has not been found, however, it was established that from 1 t of old printed circuit board waste can be recovered 1,064 g of Pd (leaching with aqua regia). It was found that from 1 t of old printed circuit board waste can be recovered 1,064 g of Ag. Precious metals recovery in Lithuania was estimated in this study. Given the amounts of generated printed circuit board waste, the limits for recovery of precious metals were identified.

Keywords: leaching efficiency, limits for recovery, precious metals recovery, printed circuit board waste

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Authors: John Kong Shan Ho

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Senior executives’ remunerations of public companies have aroused much debate and attention in the media. In the aftermath of the Global Financial Crisis (GFC), excessive executive pay arrangements were blamed for contributing to excessive risk-taking, which caused the financial meltdown. Since then, regulators and lawmakers around the world have introduced regulations to strengthen the corporate governance of listed companies. A key aspect of such reform is by strengthening regulatory intervention over executives’ remunerations and increasing the transparency of such information. This article is written against such background and examines the recent proposal by the UK BEIS to ask the FRC to amend the UK Corporate Governance Code (UKCGC) to strengthen clawback provisions for directors’ remuneration in listed companies as part of its audit reform. The article examines the background and debates regarding the possible implementation of such a measure in the UK. Contrary to the BEIS’ proposal, it argues that implementing it through the UKCGC is unlikely to enhance overall corporate governance and audit quality. It argues that the UK should follow the footsteps of its US and Dutch counterparts by enacting legislation to claw back directors’ remunerations. It will also provide some recommendations as to the key factors that need to be considered in drafting such a statutory provision.

Keywords: company law, corporate governance, agency problem, directors' remunerations, clawbacks

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Authors: Emma Garcia-Meca, Jennifer Martinez-Ferrero, Camino Ramon Llorens

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This paper provides insights into how narcissistic Chief Executive Officers (CEOs) influence the presence of women in top management teams (TMT). We also study whether a CEO's power and gender and the gender diversity of the firm's board moderate the relationship between CEO narcissism and TMT gender diversity. Our results reveal that narcissistic CEOs are less likely to support women in TMTs, confirming that CEO personality traits influence team structure. Further results suggest that this aversion increases as the CEO's power grows when female representation on boards decreases and when the CEO is a woman. This paper integrates theories that use the social psychology and upper echelon theories, offering a greater understanding of how CEO personality traits influence the structure of firms. We also contribute to the knowledge about how different governance characteristics can moderate the influence of narcissistic CEOs on women in TMTs, highlighting the relevance of governance traits that increase the effect of narcissism. The results demonstrate different female behavior toward promoting TMT gender equality depending on the specific position of women in the firm's hierarchy and their psychological attributes. We find that women directors support social identity values, and narcissistic female CEOs act like queen bees.

Keywords: gender diversity, board, corporate governance, female CEO, management

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Authors: Synthia A. Sari

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The transparent nomination and selection process is the first step to obtaining qualified members of board. It is believed as the representative (agent) of the owners, members of the board must consist of competent and professional people. However, the development of transparent and ideal nomination and selection process in Indonesian State-owned enterprises (SOEs) has been based on relatively little research. Considering the relative importance attached by boards to conduct their roles in their principal’s interest in a variety of governance tasks in state-owned enterprises, the primary aim of this paper is to shed light on the extent of nomination and selection process impact performance of the board in implementing good corporate governance in Indonesian SOEs. The exploratory nature of this study led to the adoption of a qualitative research methodology which uses semi-structured interviews and publically available documents to collect a range of data pertaining board nomination and selection and the work of boards. Interviews were conducted with four informants from three Indonesian SOEs and Ministry of SOEs. Findings in this study demonstrate unclear job description and expectations board members as a result of unclear functions of the board in Indonesian SOEs make transparent and accountable nomination and selection process hard to conduct. This situation is vulnerable to the influences from political interest and that even the process itself can degenerate into situations of political interference. In the end, it leads to choosing the wrong person for membership of the board. This study makes a significant contribution to several fields; the human resource management, corporate governance, and Southeast studies by addressing the basic research gaps of board selection process issues in Indonesian SOEs. The gap is addressed by providing a more coherent framework for effective nomination and selection system which reflects more clearly the real experiences of those actually involved at board level.

Keywords: board selection and nomination process, Indonesian stated-owned enterprises, good corporate governance, political influence

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Authors: Patrick Velte

Abstract:

Sustainability reporting has become a central element of modern corporate governance practice. This paper is the first to recognize supervisory board independence, sustainable expertise and gender diversity in two European two tier countries and their impact on sustainability reporting quality. For a sample of 188 German and Austrian companies which are listed at the Prime Standard of the Frankfurt and Vienna Stock Exchange for the business years 2012-2013, descriptive findings show that CSR reporting quality is still low in both countries. Furthermore, multiple regressions state that independent and female members in the supervisory board do have a positive impact on CSR reporting quality in Germany and Austria. However, the existence of sustainable experts in the supervisory board both in Germany and Austria shows a positive but insignificant impact. Our findings suggest that the current European corporate governance regulations can be a useful instrument to increase the quality of modern CSR reporting for the stakeholders.

Keywords: sustainability reporting, corporate governance, gender diversity, board independence

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