Search results for: aspiring corporate directors

Authors: Vijay Marisetty, Poonam Singh

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Research on the effect of director's network connections on investor welfare is inconclusive. Some studies suggest that directors' connections are beneficial, in terms of, improving earnings information, firms valuation for new investors. On the other hand, adverse effects of directorial networks are also reported, in terms of higher earnings management, options back dating fraud, reduction in firm performance, lower board monitoring. From regulatory perspective, the role of directorial networks on corporate welfare is crucial. Cognizant of the possible ill effects associated with directorial networks, large investors, for better representation on the boards, are building their own database of prospective directors who are highly qualified, however, sourced from outside the highly connected directorial labor market. For instance, following Dodd-Frank Reform Act, California Public Employees' Retirement Systems (CalPERs) has initiated a database for registering aspiring and highly qualified directors to nominate them for board seats (proxy access). Our paper stems from this background and tries to explore the chances of outside directors getting directorships who lack established network connections. The paper is able to identify such aspiring directors' information by accessing a unique Indian data sourced from an online portal that aims to match the supply of registered aspirants with the growing demand for outside directors in India. The online portal's tie-up with stock exchanges ensures firms to access the new pool of directors. Such direct access to the background details of aspiring directors over a period of 10 years, allows us to examine the chances of aspiring directors without corporate network, to enter directorial network. Using this resume data of 16105 aspiring corporate directors in India, who have no prior board experience in the directorial labor market, the paper analyses the entry dynamics in corporate directors' labor market. The database also allows us to investigate the value of corporate network by comparing non-network new entrants with incumbent networked directors. The study develops measures of network centrality and network degree based on merit, i.e. network of individuals belonging to elite educational institutions, like Indian Institute of Management (IIM) or Indian Institute of Technology (IIT) and based on job or company, i.e. network of individuals serving in the same company. The paper then measures the impact of these networks on the appointment of first time directors and subsequent appointment of directors. The paper reports the following main results: 1. The likelihood of becoming a corporate director, without corporate network strength, is only 1 out 100 aspirants. This is inspite of comparable educational background and similar duration of corporate experience; 2. Aspiring non-network directors' elite educational ties help them to secure directorships. However, for post-board appointments, their newly acquired corporate network strength overtakes as their main determinant for subsequent board appointments and compensation. The results thus highlight the limitations in increasing board diversity.

Keywords: aspiring corporate directors, board diversity, director labor market, director networks

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Authors: Henriette Scholtz

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Excessive executive directors’ remuneration remains a major concern for many stakeholders and are some of the factors to blame for the recent global financial crisis. The objective of this study was to examine whether certain firm characteristics are an effective way of protecting shareholders’ interests with respect to executive directors’ remuneration. To achieve this, an ordinary least squares model was used to test the relationship between the remuneration of executive directors and a number of firm and corporate governance characteristics to determine whether these characteristics have an influence on executive directors’ remuneration of large listed companies in South Africa. It was found that corporate governance reforms relating to institutional ownership, shareholder voting on the remuneration policy and the number of remuneration committee meetings acts as an effective governance tool to protect shareholder’s interests with regard to executive remuneration. There is no evidence that the number of non-executive directors on the remuneration committee has an influence on the executive directors’ remuneration.

Keywords: executive directors’ remuneration, agency theory, corporate governance, remuneration committee, directors’ shareholding, institutional ownership

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Authors: Tomotaka Yanagida

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The Corporate Governance Code, revised in 2015, requires firms listed within the first and second sections of Japan’s Tokyo stock exchange to select two or more independent outside directors (the Corporate Governance Code4-8). Therefore, Japanese listed firms must do this or explain the reason why they are not able to do so. This study investigates how the Corporate Governance Code affects Japanese listed firms. We find that the Corporate Governance Code increases the ratio of outside directors by nearly 8.8% for a sample of Japanese firms comprising nearly 4,200 firm-year observations from 2014 to 2015 using a difference-in-differences approach. This implies that they felt it would have been difficult to explain why it was not appropriate to have an outside director at the annual shareholders' meeting. Moreover, this suggests that they appoint outside directors as defined by the Corporate Governance Code, but maintain board size. This situation shows that compliance in Japan may simply be 'window dressing,' that is, more form than substance.

Keywords: board structure, comply or explain, corporate governance code, soft law

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Authors: Norazlan Alias, Mohd. Hasimi Yaacob

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This study examines the impact of governance structure via corporate restructuring decision on selected firm characteristics and performance. Results of selected ratios that represent corporate decision, governance structure and performance in pre and post restructuring are analyzed for some conclusions. This study uses annual data of companies that are consistently listed on the Main Board of Bursa Malaysia and announced completed corporate restructuring. The results show that only debt ratio is significantly different before and after asset restructuring. This study concludes that firms do not view corporate restructuring namely asset restructuring as an opportunity to simultaneous enhance governance structure that could also contribute enhance firm performance and board of directors’ structure subsequent to asset restructuring only has significantly influence on changing capital structure but not on firm performance.

Keywords: board of directors, capital structure, corporate restructuring, performance

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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: V. Naciti, L. Pulejo, F. Cesaroni

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This study empirically analyzes whether the composition of the board of directors (BoD) enhances sustainability performance, in order to understand how the BoD contribute to the integration of Sustainable Development Goals (SDGs) in their businesses. Hypotheses are developed based on the agency theory and stakeholder theory. Using a system generalized method of the moment (SGMM) two-step estimator, with data from Sustainalytics and Compustat databases for 362 firms in six regions, we find that firms with more diversity on the board and a separation of chair and CEO roles have higher sustainability performance. Moreover, our findings provide that a higher number of independent directors is negatively associated with sustainability performance. This study contributes to the literature on corporate governance and the firm’s performance by demonstrating that the composition of the board of directors contributes to a better sustainability performance: by the implementation of a particular corporate governance mechanism, it is possible to integrate SDGs in the corporate strategy.

Keywords: sustainable development goals, corporate governance, board of directors, sustainability performance

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Authors: Bita Mashayekhi, Farzaneh Jalali, Alemeh Yazdanian

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This study contributes to identifying the corporate governance indices in previous researches by using content analysis on relevant papers published in 20 top accounting journals according to Google Scholar ranking, dated from 1990 to 2016. For this purpose, 65 papers are scrutinized deeply, and the concepts of corporate governance are coded and categorized. Then extracted indices are clustered into 10 and 51 categories and subcategories, respectively; and their frequencies are determined. Results show that the board of directors’ characteristics is employed more frequently in reviewed papers, and the board of directors’ independency is the most frequent index within the 97 percent of our sample. Duality, board size, and ownership structure have more frequencies in comparison with other extracted corporate governance indices.

Keywords: corporate governance, content analysis, corporate governance index, top accounting journals

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Authors: Aliyu Aminu Baba, Yahaya Danjuma, Ahmad Sule Liman-Katagum

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This paper examines the effects of the board of directors’ diversity on firm performance. We investigate the relationship between the number of women directors on the board and important board committees and financial performance measured as return on assets. Our statistical analysis supports the theoretical position of the effect diversity on financial performance. These studies enhanced the previous studies on the board of director’s gender diversity, board committees, and its impacts on firm financial performance. The study uses data from eighteen (18) Nigerian commercial banks. The study finds that banks with a higher number of females directors on board and board committees have higher Earning per share(EPS)) and Return on Assets (ROA). It also finds that some banks did not even have a single female on its corporate board. Evidence imply that decisions concerning the appointment of women to corporate boards should be on criteria and financial performance. It is recommended that banks can enhance their financial performance by having more female directors on their corporate board.

Keywords: board of directors, gender diversity, board committees, financial performance

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Authors: Anocha Rojanapanich

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This research investigates the effect of financial accounting information and non-financial accounting reports on corporate credibility via strength of board of directors and market environment volatility as moderating effect. Data in this research is collected by questionnaire form non-financial companies listed on the Stock Exchange of Thailand. Multiple regression statistic technique is used for analyzing the data. Results find that firms with greater financial accounting information reports and non-financial accounting information reports will gain greater corporate credibility. Therefore, the corporate reporting has the value for the firms. Moreover, the strength of board of directors will positively moderate the financial and non-financial accounting information reports and corporate credibility relationship. And market environment volatility will negatively moderate the financial and nonfinancial accounting information reports and corporate credibility relationship and the contribution of accounting information reports on corporate credibility is generated to the corporate image. That is the corporate image has affected by corporate credibility.

Keywords: corporate credibility, financial and non-financial reports, firms performance, corporate image

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Authors: Chih-Lin Chang, Tzu-Ching Weng

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The purpose of this study is to explore the relationship between corporate political ties and independent directors' functions. With reference to the literature variables such as the characteristics of the relevant board of directors in the past, a single comprehensive function indicator is established as a substitute variable for the function of independent directors, and the impact of political connection on the independent board of directors is further discussed. This research takes Taiwan listed enterprises from 2014 to 2020 as the main research object and conducts empirical research through descriptive statistics, correlation and regression analysis. The empirical results show that companies with political connections will have a positive impact on the number of independent directors; political connections also have a significant positive relationship with the functional part of independent directors, which means that because companies have political connections, they have a positive impact on the seats or functions of independent directors. will pay more attention and increase their oversight functions.

Keywords: political, connection, independent, director, function

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Authors: María-José Palacin-Sanchez, Filippo Di Pietro, Reyes Samaniego-Medina

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This article examines, in an institutional context such as Spanish one, the corporate board structure characteristics and determinants in entrepreneurial firms to go public. Specifically, it explores these issues through all the initial public offerings in the Spanish Alternative Equity Market (MAB), which is a market segment for smaller growing companies. The results show that: a) firm size, age of the company, and the reputation of the auditor and the nominated advisor and Corporate Governance Code favour a larger and more independent board structure that enhances its monitoring functions; and b) leverage, opportunities of growth, sector risk and ownership by executive directors all lead towards a smaller broad of directors where the role of entrepreneurship provided by executive directors remains crucial. This reflects the delicate balance of power between small-business entrepreneurs and financial equity market forces, which demand more transparency and monitoring in the companies.

Keywords: board composition, board size, corporate governance, IPO, SMEs

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Authors: Vithaya Intaraphimol

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This research investigates the effect of financial accounting information and non-financial accounting reports on corporate credibility via strength of board of directors and market environment volatility as moderating effect. Data in this research is collected by questionnaire form non-financial companies listed on the Stock Exchange of Thailand. Multiple regression statistic technique is chosen for analyzing the data. The empirical results find that firms with greater financial accounting information reports and non-financial accounting information reports will gain greater corporate credibility. Therefore, the corporate reporting has the value for the firms. Moreover, the strength of board of directors will positively moderate the financial and non-financial accounting information reports and corporate credibility relationship. Whereas, market environment volatility will negatively moderate the financial and nonfinancial accounting information reports and corporate credibility relationship.

Keywords: corporate credibility, financial and non-financial reports, firms performance, economics

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Authors: Abdulaziz Abdulsaleh

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This study aims at identifying the practices that should be taken into consideration by audit committees as a tool of corporate governance in Libyan commercial banks by investigating various perceptions on this topic. The study is based on a questionnaire submitted to audit committees ‘members at Libyan commercial banks, directors of internal audit departments as well as members of board of directors at these banks in addition to a number of external auditors and academic staff from Libyan universities. The study reveals that the role of audit committees has to be shifted from traditional areas of accounting to a broader role including functions related to financial reporting, audit planning, support the independence of internal and external auditors, acting as a channel of communication between external auditors and board of directors, reviewing external audit, and evaluating internal control systems. Although the study is a starting point in developing a framework of good audit committees’ practices in Libya, it is believed that the adoption of its results can result in enhancing the corporate governance practices not only in the banking sector but also in the entire corporate sector in Libya.

Keywords: audit committees, corporate governance, commercial banks, Libya

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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: Jeroen De Ceuster

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This study is the first empirical analysis of the link between corporate governance and European Union competition law. Although competition law enforcement is often studied through the lens of competition law, we offer an alternative perspective by looking at a number of corporate governance factor at the level of the board of directors. We find that undertakings where the Chief Executive Officer is also chairman of the board are twice as likely to violate European Union competition law. No significant relationship was found between European Union competition law infringements and gender diversity of the board, the size of the board, the percentage of directors appointed after the Chief Executive Officer, the percentage of independent directors, or the presence of corporate social responsibility (CSR) committee. This contribution is based on a 1-1 matched peer study. Our sample includes all ultimate parent companies with a board that have been sanctioned by the European Commission for either anticompetitive agreements or abuse of dominance for the period from 2004 to 2018. These companies were matched to a company with headquarters in the same country, belongs to the same industry group, is active in the European Economic Area, and is the nearest neighbor to the infringing company in terms of revenue. Our final sample includes 121 pairs. As is common with matched peer studies, we use CLR to analyze the differences within these pairs. The only statistically significant independent variable after controlling for size and performance is CEO/Chair duality. The results indicate that companies whose Chief Executive Officer also functions as chairman of the board are twice as likely to infringe European Union competition law. This is in line with the monitoring theory of the board of directors, which states that its primary function is to monitor top management. Since competition law infringements are mostly organized by management and hidden from board directors, the results suggest that a Chief Executive Officer who is also chairman is more likely to be either complicit in the infringement or less critical towards his day-to-day colleagues and thus impedes proper detection by the board of competition law infringements.

Keywords: corporate governance, competition law, board of directors, board independence, ender diversity, corporate social responisbility

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Authors: Lucy Novianti

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The purpose of this study is to determine the effect of corporate governance, ownership structure, and cash holdings on firm value, either direct or indirect through profitability as an intervening variable for non-financial companies listed on the Indonesia Stock Exchange during 2006 to 2014. Samples of 176 firms are chosen based on purposive sampling method. The results of this study conclude that profitability, the size of Audit Committee, audit quality, and cash flow have positive effects on firm value. This study also shows that the meeting frequency of the Board of Directors and free cash flow have negative effects on firm value. In addition, this study finds that the size of the Board of Directors, Independent Commissioner, and ownership structure do not have significant effects on firm value. In this study, the function of profitability as an intervening variable can only be done on the impact of the meeting frequency of the Board of Directors and cash flow on firm value. This study provides a reference for management in decision making concerning the application of corporate governance, cash holdings, and financial performance. Moreover, it can be used as additional information for investors in assessing the feasibility of an investment. Finally, it provides a suggestion for the government regarding the regulation of corporate governance.

Keywords: cash holdings, corporate governance, firm value, ownership structure, profitability

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Authors: jihen ayadi sellami

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The rapid evolution of the global financial landscape has led to increased attention to corporate tax policies and the need to understand the factors that influence their tax behavior. In order to mitigate any residual loss for shareholders resulting from tax aggressiveness and resolve the agency problem, appropriate systems that separate the function of management from that of controlling are needed. In this context of growing concerns to limit aggressive corporate taxation practices through governance, this study discusses. Its aims is to examine the influence of six key characteristics of the board of directors (board size, diligence, CEO duality, presence of audit committees, gender diversity and independence of directors), given a governance mechanism, on the tax decisions of non-financial corporations in the United State. In fact, using a sample of 90 non-financial US firms from S&P 500 over a period of 4 years going from 2014 to 2017, the results based on a multivariate linear regression highlight significant associations between these characteristics and corporate tax policy. Notably, larger board, gender diversity, diligence and increased director independence appear to play an important role in reducing aggressive taxation. While duality has a positive and significant correlation with tax aggressiveness, that can be explained by the fact that the manager did properly exploit his specific position within the company. These findings contribute to a deeper understanding of how board characteristics can influence corporate tax management, providing avenues for more effective corporate governance and more responsible tax decision-making

Keywords: tax aggressiveness, board of directors, board size, CEO duality, audit committees, gender diversity, director independence, diligence, corporate governance, united states

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Authors: Francesco Venuti, Simona Alfiero

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The aim of this paper is to develop an empirical research on the nature and consequences of corporate governance on Eurozone Insurance Industry risk taking attitude. More particularly, we analyzed the effect of public ownership on risk taking with respect to privately held Insurance Companies. We also analyzed the effects on risk taking attitude of different degrees of ownership concentration, directors compensation, and the dimension/diversity of the Board of Directors. Our results provide quite strong evidence that, coherently with the Agency Theory, publicly traded insurance companies with more concentrated ownership are less risky than the corresponding privately held.

Keywords: agency theory, corporate governance, insurance companies, risk taking

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Authors: Isabel Acero, Nuria Alcalde

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The economic crisis and notorious corporate scandals have caused social indignation and sparked the debate concerning the underlying rationality of the compensation that directors receive. In this context, this study examines the determinants of the remuneration of directors in listed Spanish companies using individualized data. A multilevel methodology appropriate for this type of data has been used that allows us to differentiate between inter-company variations and intra-company variations. The results show that company size is the variable (at the company level) that exerts the greatest influence on the level of director´s compensation. One surprising finding is that the presence of independent directors on the board has a positive influence on remuneration. At the individual level, tenure and experience have a significant influence on the level of compensation, while the director´s level of education does not appear to have an effect on it.

Keywords: board of directors, compensation, experience, multilevel, tenure

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Authors: Gladie Lui

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The global credit crisis of 2008 aroused renewed interest in the effectiveness of corporate governance mechanisms to safeguard investor interests. In this paper, we measure the effect of the crisis from 2008 to 2009 on the stock performance of 976 Hong Kong-listed companies and examine its link to corporate governance mechanisms. It is evident that the crisis and the economic downturn affected different industries. Empirical results show that firms with an independent board and a high concentration of ownership and management ownership had lower abnormal stock returns, but a lower price volatility during the global financial crisis. These results highlight that no single corporate governance mechanism is fit for all types of financial crises and time frames. To strengthen investors’ confidence in the ability of companies to deal with such swift financial catastrophes, companies should enhance the dynamism and responsiveness of their governance mechanisms in times of turbulence.

Keywords: board of directors, capital market, corporate governance, financial crisis

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Authors: Opemiposi Adegbulu

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The research investigates the existence of a public interest consideration or rationale for the management of directors’ conflicts of interest within large public corporations. This is conducted through extensive literature review and theories on the definition of conflicts of interest, the firm and purposes of the fiduciary duty of loyalty under which the management of these conflicts of interest find their foundation. Conflicts of interest is an elusive, diverse and engaging subject, a cross-cutting problem of governance which involves all levels of governance, ranging from local to global, public to corporate or financial sectors. It is a common issue that affects corporate governance and corporate culture, having a negative impact on the reputation of corporations and their trustworthiness. It is clear that addressing this issue is imperative for good governance of corporations as they are increasingly becoming and are powerful global economies with significant power and influence in the society. Similarly, the bargaining power of these powerful corporations has been recognised by international organisations such as the UN and the OECD. This is made evident by the increasing calls and push for greater responsibility of these corporations for environmental and social disasters caused by their corporate activities and their impact in various parts of the world. Equally, in the US, the Sarbanes-Oxley Act like other legislation and regulatory efforts made to manage conflicts of interest linked to corporate governance, in many countries indicates that there is a (global) public interest in the maintenance of the orderly functioning of commerce. Consequently, the governance of these corporations is tremendously pivotal to the society as it touches upon a key aspect of the good functioning of society. This is because corporations, particularly large international corporations can be said to be the plumbing of the global economy. This study will employ theoretical, doctrinal and comparative methods. The research will make use largely of theory-guided methodology and theoretical framework – theories of the firm, public interest, regulation, conflicts of interest in general, directors’ conflicts of interest and corporate governance. Although, the research is intended to be narrowed down to the topic of conflicts of interest in corporate governance, the subject of company directors’ duty of loyalty and the management of conflicts of interest, an examination of the history, origin and typology of conflicts of interest in general will be carried out in order to identify some specific challenges to understanding and identifying these conflicts of interest; origin, diverging theories, psychological barrier to definition, similarities with public sector conflicts of interest due to the notions of corrosion of trust, the effect on decision-making and judgment, “being in a particular kind of situation”, etc. The result of this research will be useful and relevant in the identification of the rationale for the management of directors’ conflicts of interest, contributing to the understanding of conflicts of interest in the private sector and the significance of public interest in corporate governance of large corporations.

Keywords: conflicts of interest, corporate governance, corporate law, directors duty of loyalty, public interest

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Authors: Luisa Unda, Kamran Ahmed, Paul Mather

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We examine the effect of board characteristics on the performance and asset quality of credit unions in Australia, using a large sample covering the period 2004-2012. Credit unions are unique in that they are customer-owned financial institutions and directors are democratically elected by members, which is distinctly different from other financial institutions, such as commercial banks. We find that board remuneration, board expertise, and attendance at board meetings have significantly positive impacts on credit union performance and asset quality, while board members who hold multiple directorships (busy directors), have a significant negative impact on credit union performance. Financial performance also improves with larger boards and long-tenured directors in credit unions. All of these relations hold after we control for alternative measures of performance, credit union characteristics and endogeneity problem.

Keywords: credit unions, corporate governance, board of directors, financial performance, Australia, asset quality

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Authors: Kari Huhtala, Iiro Jussila

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The supervisory board is assumed to use power in the governance of a firm, but the actual use of power has been scantly investigated. The research question of the paper is “How does the supervisory board use power in the selection of the board of directors”. The data stem from 11 large Finnish agricultural cooperatives. The research approach was qualitative including semi-structured interviews of the board of directors and supervisory board chairpersons. The results were analyzed and interpreted against theories of social power. As a result, the use of power is approached from two perspectives: (1) formal position-based authority and (2) informal power. Central elements of power were the mandate of the supervisory board, the role of the supervisory board, the supervisory board chair, the nomination committee, collaboration between the supervisory board and the board of directors, the role of regions and the role of the board of directors. The study contributes to the academic discussion on corporate governance in cooperatives and on the supervisory board in the context of the two-tier model. Additional research of the model in other countries and of other types of cooperatives would further academic understanding of supervisory boards.

Keywords: board, co-operative, supervisory board, selection, director

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Authors: Zahra A. Al Nasser, Domenico Campa

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This paper investigates board of directors and firms’ ownership structure on non-financial companies listed in Gulf Cooperation council (GCC) countries using data from 2009 to 2013. The overall result of the study is that board size and board meeting have increased over years. Additionally, all combined committee variables have improved as well as audit committee size, audit committee meeting and audit committee experience have improved over the years. Furthermore, Oman is the only country that has not shown any statistically significant change in value of its associated variables.

Keywords: corporate governance, GCC countries, board of directors, ownership structure

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Authors: Vishwa Nath Maurya, Rama Shanker Sharma, Saad Talib Hasson Aljebori, Avadhesh Kumar Maurya, Diwinder Kaur Arora

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Present paper deals with problems of determining the relationship between the variables of corporate governance and financial performance of Islamic banks. Here, we dealt with the corporate governance in the banking sector, where increasing the importance of corporate governance, due to their special nature, as the bankruptcy of banks affects not only the relevant parties from customers, depositors and lenders, but also affect financial stability and then the economy as a whole. Through this paper we dealt to the specificity of governance in Islamic banks, which face double governance: Anglo-Saxon governance system and Islamic governance system. In addition, we focused our attention to measure the impact of corporate governance variables on financial performance through an empirical study on a sample of Islamic banks during the period 2005-2012 in the GCC region. Our present study implies that there is a very strong relationship between the variables of governance and financial performance of Islamic banks, where there is a positive relationship between return on assets and the composition of the Board of Directors, the size of the Board of Directors, the number of committees in the Council, as well as the number of members of the Sharia Supervisory Board, while it is clear that there is a negative relationship between return on assets and concentration ownership.

Keywords: correlation analysis, parametric estimation, corporate governance, financial performance, financial stability, conventional banks, bankruptcy, Islamic governance system

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Authors: Murat Can Pehlivanoglu

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Historically, gender equality has been mainly defended in the legal arenas of constitutional law and employment law. However, social and economic progress has required corporate law to provide gender equality on corporate boards. Recently, following the trend in Europe, the State of California (United States) enacted a law requiring that every publicly traded corporation based in California should have women on its board of directors. Still, the legal, social and economic implications of this law are yet to be discovered. The contractarian view of corporate law is predominant in the U.S. jurisprudence. However, gender quota law may not be justified through contractarian theory grounds. Therefore, the conformity of gender quota law with the general principles of U.S. corporate law remains questionable, and the immunity of close corporations from the scope of gender quota legislation provides support for the discrepancy. The methodology employed in this paper in the discussion of the rule’s conformity with corporate law is doctrinal, and American case law and legal scholarship are the basis for this discussion. This paper uses the aforementioned California law as sample legislation to evaluate the gender quota laws’ conformity with the contractarian theory of corporate law. It chooses California law as the sample due to its newness and the presence of pending shareholder lawsuits against it. Also, since California is home to global companies, the effect of such law is expected to be wider. As alternative theories laid down by corporate law may already be activated to provide gender equality on boards of publicly traded corporations, enacting a specific gender quota law would not be justified by an allegedly present statutory deficiency based on contractarian theory. However, this theoretical reality would not enable shareholders to succeed in their lawsuits against such law on corporate law grounds, and investors will have limited options against its results. This will eventually harm the integrity of the marketplace. Through the analysis of the contractarian theory of corporate law and California gender quota law, the major finding of this paper is that the contractarian theory of corporate law does not permit mandating board room equality through corporate law. In conclusion, it expresses that the issue should be dealt with through separate legislation with a different remedial structure, to preserve the traditional rationale of corporate law in U.S. law.

Keywords: board of directors, gender equality, gender quota, publicly traded corporations

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Authors: Simphiwe Phungula

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In the past few years, the impact of Covid 19 in South Africa has given rise to the need for business rescue proceedings where businesses are financially distressed. Even more, the looting unrest and floods in certain parts of South Africa have also played an impact on businesses’ financial stress. To help financially distressed companies in South Africa, the Companies Act (“the Act”) has introduced a business rescue procedure aimed at helping those ailing companies. This mechanism is aimed at rehabilitating financially distressed companies so that they become solvent again and if it is not possible, results in a better return for the company’s creditors or shareholders than would result from the immediate liquidation of the company. Unfortunately, since the introduction of business rescue, evidence has shown that sometimes companies resort to business rescue proceedings to seek refuge from creditors even if the facts do not justify that the company should commence business rescue. In most cases, the abuse of business rescue is done by directors who pass a resolution that the company should embark on business rescue even if evidence shows that the company should not commence the proceedings. This is done notwithstanding the principles of King Code IV which requires ethics and good governance on the part of directors. This paper demonstrates how the abuse of business rescue can impact the principles of good governance and ethics of King Code IV. It argues that directors should rethink their corporate practices, and ethical standards when passing a resolution to commence business rescue proceedings.

Keywords: business rescue, king code, corporate governance, ethics

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Authors: Jennifer Martínez Ferrero, Emma García-Meca

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Despite substantial attention to the involvement of women directors in ESG matters, CSR, and sustainability engagement, there is limited understanding regarding the connection between corporate social irresponsibility CSI and the presence of females in leadership roles, including boards. This study contends that gender diversity is inversely correlated with corporate social irresponsibility, primarily due to attributes associated with feminine leadership styles, stakeholder focus, monitoring functions, ethical sensitivity, and risk aversion attitudes. Leveraging a dataset of non-financial European firms, our results offer insights into the effectiveness of gender diversity in preventing corporate social irresponsibility, contingent on women's visibility and legitimacy within the organization, thus supporting both tokenism and critical mass theories. Furthermore, our findings underscore the pivotal role of the institutional context, highlighting that women in board positions are only effective in curbing corporate social irresponsibility in countries where national policies are robust in combating gender inequality.

Keywords: sustainability, board, corporate governance, ESG

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Authors: Freyedon Ahmadi

Abstract:

Corporate citizenship is considered as one of the most discussed topics in the developed countries, in which a citizen considers a Corporate just like a usual citizen with every civil right as respectful for corporate as for actual citizens, and in return citizens expect that corporate would pay a reciprocal respect to them. The current study’s purpose is to identify the impact of the current state of corporate citizenship along effective factors on its condition on industrial producing units, in order to find an accession plane for corporate citizenship development. In this study corporate citizenship is studied in four dimensions like legal corporate, economical corporate, ethical corporate and voluntary corporate. Moreover, effective factors’ impact on corporate citizenship is explored based on threefold dimensional model: behavioral, structural, and content factors, as well. In this study, 50 corporate of Food industry and of petrochemical industry, along with 200 selected individuals from directors’ board on Tehran province’s scale with stratified random sampling method, are chosen as actuarial sample. If based on functional goal and compilation methods, the present study is a description of correlation type; questionnaire is used for accumulation of initial Data. For Instrument Validity expert’s opinion is used and structural equations and its reliability is qualified by using Cronbach Alpha. The results of this study indicate that close to 70 percent of under survey corporate have not a good condition in corporate citizenship. And all of structural factors, behavioral factors, contextual factors, have a great deal of impression and impact on the advent corporate citizenship behavior in the producing Units. Among the behavioral factors, social responsibility; among structural factors, organic structure and human centered orientation, medium size, high organizational capacity; and among the contextual factors, the clientele’s positive viewpoints toward corporate had the utmost importance in impression on under survey Producing units.

Keywords: corporate citizenship, structural factors, behavioral factors, contextual factors, producing units

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Authors: Khalid Alshaikh

Abstract:

In recent years, leadership, Corporate Governance (CG) and Corporate Social Responsibility (CSR) have been under scrutiny in the Libyan society. Scholars and institutions have commenced investigating the possible resolutions they can arrange to alleviate the economic, social and environmental problems the war has produced. Thus far, these constructs requisite an in-depth reinvestigation, reconceptualization, and analysis to clearly reconstruct their rules and regulations. With the demise of Qaddafi’s regime, levels, degrees, and efforts to apply CG regulations have varied in public and private commercial banks. CSR is a new organizational culture that still designs its route within these financial institutions. Detaching itself from any notion of dictatorship and autocratic traits, leadership counts on transformational and transactional styles. Therefore, this paper investigates the extent to which the Board of Directors and Chief Executive Officers (CEOs) redefine these concepts and how they entrench CSR within the framework of CG. The research methodology used both public and private banks as a case study and qualitative research to interview ten Board of Directors (BoDs) and eleven Chief executive managers to explore how leadership, CG, and CSR are defined and how leadership integrates CSR into CG structures. The findings suggest that the CG framework in Libya still requires great efforts to be developed. Full CG code implementation appears daunting. Also, the CSR is still influenced by the power of religion. Nevertheless, the Islamic perspective is more consistent with the social contract concept of the CSR. The Libyan commercial banks do not solely focus on the economic side of maximizing profits, but also concentrate on its morality. The issue is that CSR activities are not enough to achieve good charity publicly and needs strategies to address major social issues. Moreover, leadership is more transformational and transactional and endeavors to make economic, social and environmental changes, but these changes are curtailed by tradition and traditional values dominating the Libyan social life where religious and tribal practices establish the relationship between leaders and their subordinates. Finally, the findings reveal that transformational and transactional leadership styles encourage the incorporation of CSR into the CG regulations. The boardroom and executive management have such a particular role in flagging up how embedded corporate Social responsibility is in organizational culture across the commercial banks, yet it is still important that the BoDs and CEOs need to do much more to embed corporate social responsibility through their core functions. They need to boost their standing to be more influential and make sure that the right discussions about CSR happen with the right stakeholders involved.

Keywords: board of directors, chief executive officers, corporate governance, corporate social responsibility

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