UNITARY BOARDS AND MUTUAL FUND GOVERNANCE

A unique governance structure for mutual funds is unitary board—one board overseeing all funds in the entire family. We find strong evidence for unitary board as an effective governance mechanism. Funds with unitary boards are associated with lower fees, are more likely to pass the economies of scale benefits to investors, are less likely to be involved in trading scandals, and rank higher on stewardship. In contrast, funds with larger or more independent boards charge higher fees and rank lower on stewardship. Our findings indicate that unitary boards of small size, rather than independent boards, may be more beneficial to fund shareholders.     

Financial constraints,board governance standards,and corporate cash holdings

This study examines whether financial constraints and board governance play substitution roles in lowering agency concerns in corporate cash holdings. Using four firm-specific characteristics of financial constraints and 28 forward-looking board governance standards, we find that board governance mitigates agency concerns in cash holdings more significantly for financially less-constrained firms. Consistently, financially less-constrained firms increase the level of board governance and adopt more board governance standards. A natural experiment with the 2007 financial crisis provides robustness to our findings. Our evidence suggests that financial constraints interrelate with the effectiveness of board governance on corporate cash holdings.     

Bank board structure and performance: Evidence for large bank holding companies

The subprime crisis highlights how little we know about bank governance. This paper addresses a long-standing gap in the literature by analyzing the relationship between board governance and performance using a sample of banking firm data that spans 34 years. We find that board independence is not related to performance, as measured by a proxy for Tobin’s Q. However, board size is positively related to performance. Our results are not driven by M&A activity. But, we provide new evidence that increases in board size due to additions of directors with subsidiary directorships may add value as BHC complexity increases. We conclude that governance regulation should take unique features of bank governance into account.     

What Questions Do Board Members in Public Service Organizations Ask about Executive Compensation?

The purpose of this study is to investigate the governance questions that board members in public service organizations ask as they go about fulfilling their responsibilities for the oversight of executive compensation. We investigate the usage and perceived importance by board members of the 24 questions proposed by the Canadian Institute of Chartered Accountants that directors should ask about executive compensation. The study is based on a usable sample of 47 board members from public service organizations who attended a Canadian director training program. Our results suggest that the recommended executive compensation governance questions are not being asked with the same frequency or considered equally important by board members of public service organizations. Furthermore, the correlation between a question’s usage frequency and its perceived importance was not perfect. However, there appears to be a significantly positive relationship among the number of executive compensation governance questions asked and selected elements of a board’s governance structure.     

Do co-opted boards strategically choose LGBT-supportive policies?

This study contributes to the underexplored literature: corporate governance responsibilities towards internal stakeholders (the employees). We investigate (a) whether the co-opted board, that is, the proportion of directors appointed after the current CEO takes office, influences firms' adoption of Lesbian, Gay, Bisexual and Transgender (LGBT)-supportive policies, (b) if so, what motivates the co-opted boards to do so, and (c) how these relationships change at times of limited economic resources and heightened governance. Based on 4850 firm-year observations of 1081 firms over the sample period of 1996–2010, we find (a) firms with co-opted boards are more inclined towards LGBT-supportive policies, that address stakeholders internal to the firms, (b) management of co-opted boards that adopt LGBT-supportive policies experience a higher increase in compensation than management of co-opted boards that do not adopt LGBT-supportive policies, and (c) during the global financial crisis (GFC), when firms aimed to survive economically under tighter governance, co-opted boards have lower tendency to adopt LGBT-supportive policies. This study offers insights to regulators interested in promoting board structures that address stakeholders. Despite the positive benefits documented in the literature on inclusive policies such as LGBT-supportive policies, the adoption of such policies may have a dark side to it.     

The Public Accountability Value of a Triple Bottom Line Approach to Performance Reporting in the Water Sector

Global water resources are subject to increasing supply constraints. We respond by exploring how novel public sector performance reporting can service public accountability. Here our focus is an exploration of the drivers and utility of a unique ‘sustainability’‐focused, publicly disclosed, performance reporting initiative undertaken by a water agency in Australia. Semi‐structured interviews were conducted with a range of individuals from 2013 to 2014. A disclosure index was also constructed to assess the quality of the disclosures. While the key purpose of the reports was to provide managerial accountability with intra‐governmental stakeholders, they were also drawn on to serve a secondary public accountability purpose with external stakeholders. We argue that the prioritisation of internal stakeholders could threaten utility for public accountability purposes. However, in this case, the reports were also found to be largely relevant to the general public. The study demonstrates that reporting developed for managerial accountability purposes can be designed and targeted also to contribute usefully to ancillary public accountability objectives. Our engagement with the public sector to explore the role and effectiveness of novel reporting strategies in support of sustainability and accountability objectives is topical, and contributes to understanding potential solutions in other contexts.     

Corporate social responsibility and stakeholder governance around the world

In this paper, we examine the impact of stakeholder governance on corporate social responsibility (CSR) around the world to determine whether CSR is employed as a mechanism to mitigate conflicts of interest between managers and diverse stakeholders, or used as managerial perquisites. To examine this relation properly, we not only employ a large and extensive sample of international firms, but also control for endogeneity by using dynamic panel generalized method of moments (GMM), propensity score matching, and difference-in-difference approach. Our results suggest that stakeholder governance positively influences firms’ CSR engagement with a greater magnitude than board governance after controlling for endogeneity and other confounding factors of traditional corporate governance mechanisms, firm characteristics and national factors. Stakeholders’ influence in CSR engagement is more prevalent when investor protections and board governance are relatively weak.     

Risk management,corporate governance,and bank performance in the financial crisis

The recent financial crisis has raised several questions with respect to the corporate governance of financial institutions. This paper investigates whether risk management-related corporate governance mechanisms, such as for example the presence of a chief risk officer (CRO) in a bank’s executive board and whether the CRO reports to the CEO or directly to the board of directors, are associated with a better bank performance during the financial crisis of 2007/2008. We measure bank performance by buy-and-hold returns and ROE and we control for standard corporate governance variables such as CEO ownership, board size, and board independence. Most importantly, our results indicate that banks, in which the CRO directly reports to the board of directors and not to the CEO (or other corporate entities), exhibit significantly higher (i.e., less negative) stock returns and ROE during the crisis. In contrast, standard corporate governance variables are mostly insignificantly or even negatively related to the banks’ performance during the crisis.     

Does Effective Corporate Governance Facilitate Continuous Market Disclosure?

The focus of this study is the role of corporate governance in ensuring exchange listed companies meet their continuous disclosure (CD) obligations. In doing so it attempts to address a deficiency in the generic corporate disclosure literature by investigating the ability of corporate governance to ensure quality corporate disclosure. Despite acknowledging that disclosure is adversely affected by agency conflict and that corporate governance is an effective control of that conflict, few studies have attempted to provide empirical evidence of a link between corporate governance and corporate disclosure quality. The results of this study show that a company's corporate governance does impact on its CD performance. In particular, it provides evidence that the likelihood of a company failing its CD obligations decreases as the proportion of independent directors on the board increases. This likelihood also decreases for firms that segregate the roles of CEO and board chair. In addition, the study also shows that declining company profitability increases the risk of CD failure. These results provide an important link between the corporate governance literature and the disclosure literature. The results of this study should provide regulators and company stakeholders with evidence to continue to demand corporate governance improvements as an important tool in improving market efficiencies.     

The effects of board structure on corporate performance: Evidence from East African frontier markets

The effectiveness of the well-known corporate governance practices may not be universal due to fundamental differences in the environments under which firms operate. By using hand-collected data from all the non-financial firms listed on the unexplored East African frontier markets (i.e., Kenya, Tanzania and Uganda), we examine the effect of board characteristics on the performance of firms. Our results show that board size has a negative and significant effect on firm performance. The presences of foreigners and civil servants on the board play positive roles on financial performance, where the agency and resource dependence theories apply. Further, we find that board members with higher education also contribute to firm performance. These findings still hold when we consider the 2008–2009 financial crisis period. Overall, we show that in a business climate where ownership is largely dominated by few shareholders, the conventional governance mechanisms do not work effectively.     

我国开征不动产税与增强地方政府公共服务能力的思考

在物质生活基本得到满足的情况下．老百姓对医疗、教育、社会保障、公共安全以及环境保护等公共产品和公共服务的需求越来越突出，对地方政府的目标要求也不再是发展经济这一单一目标，而是更加强调其公共服务的能力。地方政府的公共服务能力在很大程度上取决于其收入能力。本文将探讨不动产税改革将如何在增强地方政府公共服务能力中发挥作用，并针对开征不动产税过程可能遇到的难点问题，提出相关对策建议。     

董事网络、独立董事治理与高管激励

独立董事的治理行为受到所处社会网络的影响。基于"董事在董事会同时任职的直接或间接联结关系"而形成的董事网络,本文利用社会网络分析方法检验了独立董事的网络特征对其发挥在促进高管激励有效性影响中的作用机理。结果发现:公司独立董事网络中心度越高,高管薪酬-业绩敏感性越强;与非国有上市公司相比,国有上市公司中独立董事网络中心度与高管薪酬-业绩敏感性的正相关关系更弱;进一步研究发现,用独立董事网络中心度解释的高管薪酬部分对未来业绩有促进作用。结论丰富了"网络和治理"研究的证据。     

Board Monitoring and Earnings Management Pre- and Post-IFRS

In this paper, we address the question of whether the board of directors is more effective in constraining earnings management after the mandatory application of IFRS. Specifically, we explore how two board characteristics — board independence and (2) the existence of an audit committee impact earnings management. Our empirical results suggest that board independence and audit committees play an important and effective role in reducing earnings management after the introduction of IFRS and that the accounting regulatory framework significantly contributes to the effectiveness of the two corporate governance mechanisms. Our findings also confirm that a company's corporate governance characteristics remain an important determinant of earnings quality; therefore, an analysis of the effects of new regulations must consider firm-level determinants.     

Persistent public management reform: an egregore of liberal authoritarianism?

This paper explores how we may better understand public administration and public sector management reform. We often interpret our world through stories and this allows us to mentally map where we have been and where we are going to. The paper explores developments in understanding public awareness and that of policy-makers and its impact on policy. It uses the financial crisis and reforms implemented 10 years on to illustrate the points and explore the use of the term ‘egregore’ as a tool for understanding change. A mature free economy requires a strong state to balance deregulation for economic growth with regulation for the public good, necessitating improved policy capacity and good governance. It also needs public administrations staffed with competent, honest officials skilled in the art of statehood. The story of the financial crisis, and how we got there, conveys how to avoid future dangers.     

Clawback provision adoption,corporate governance,and investment decisions

We examine the effect of corporate governance on the likelihood of clawback provision adoption, and its consequences in terms of corporate investment practices and risk‐taking behavior. We find that firms with strong governance (as proxied by board independence, diligence, and size) are positively associated with the firm's adoption of a clawback provision; whereas firms with weak governance (as proxied by management entrenchment, i.e., CEO duality status and tenure) are negatively associated with clawback provision adoption. Using the propensity‐score matching, difference‐in‐differences research design, and inverse Mills ratio to mitigate omitted variables and self‐selection biases, we find that after adopting a clawback provision, firms’ abnormal investment decreases and the firms’ investments are less risky.     

CEO's managerial power,board committee memberships and idiosyncratic volatility

Based on Upper Echelons Theory and Agency Theory, we explore the effect of CEOs' power through their tenure, board committee membership and other corporate governance factors on idiosyncratic volatility. Our study addresses the gap in the literature to find the direct link between the source of corporate governance practices and idiosyncratic volatility in stock price. We use a generalised method of moments in a panel analysis of Australian firms for 2004–2013 and a robust model that controls for firm size, firm age, trading volume, market-to-book ratio, dividend payout, the global financial crisis, product market competition and financial intermediaries. We find that CEOs who have stronger managerial power are associated with lower idiosyncratic volatility. This determining factor remains significant with the inclusion of widely-researched firm characteristics and external factors on idiosyncratic volatility in our robust analysis.     

Prudential,Pragmatic, and Prescient,Reform of Bank Resolution Schemes

This article examines current initiatives in respect of bank financial distress in response to the 2008‐2009 financial crisis, suggesting that there is considerably more work to be undertaken before bank regulatory oversight, bank corporate governance, and bank resolution regimes have the appropriate preventive safeguards, governance, and timely, efficient and fair responses to bank financial distress. The corporate governance of banks and other financial institutions differs from the governance of corporations because of prudential regulation, banks' significance to the financial system, the different nature of stakeholders with investments at risk, and the existence of deposit insurance. The article offers a number of policy options in respect of how banks and other financial institutions could enhance their prudential, prescient, and pragmatic oversight and governance in a way that protects creditors, deposit holders, and other stakeholders, as well as the public interest in a healthy and sustainable financial sector. Copyright © 2012 John Wiley & Sons, Ltd.     

Modeling board governance,environmental expertise,and social engagement effects on firm environmental performance: Panel data evidence

Prior research establishes that board governance quality measures positively impact firm environmental performance. In this study, we propose an empirical model using structural equation modeling (SEM) to explore additional enhancements to board governance, namely board environmental expertise (BEE) and board social engagement (BSE) and show that they incrementally improve firm environmental performance (EN). Our proposed latent construct measure, BEE, goes beyond traditionally dichotomous measures used in the literature. BEE has a total effect on firm environmental performance that is over two thirds the size of effects arising from traditional governance quality measures (GOV). The second enhancement of our model is the focus on BSE, a novel construct to the CSR literature. In addition to possessing environmental knowledge enabling expertise, we demonstrate that a board with a deeper commitment to society will further improve firm environmental performance. Using SEM, we find that the indirect effects of GOV, BEE, and BSE on EN represent a substantial portion of the total effects on EN. Hence, ignoring these indirect effects would result in substantial understatement of the effects of improvements to governance on environmental performance.     

Repoliticalization of accounting standard setting—The IASB,the EU and the global financial crisis

Since its inception, the IASB has been able to set standards with relatively little political influence in its governance or standard setting process. But this changed with the outbreak of the global financial crisis. Political bodies began to view accounting standards as a contributing factor that amplified the consequences of the crisis on banks, financial markets and the overall economy. Regaining control over accounting standard setting was seen as imperative. In this article, we investigate how the EU sought to gain control over the IASB and how the global standard setter responded to limit political influence. Our findings show that a re-balancing of power in favor of political interests has occurred between the stakeholders of international accounting standard setting. Further research in this area looks promising. We suspect that the heightened influence of political actors may lead to further power struggles and efforts to cope with on-going changes in the institutional environment.     

Corporate social responsibility and stakeholder governance around the world

This paper examines the impact of stakeholder governance on corporate social responsibility (CSR) to determine whether CSR is employed as a mechanism to mitigate conflicts of interest between managers and diverse stakeholders, or used as managerial perquisites. To examine this relation properly, we not only employ an extensive sample of international firms, but also mitigate endogeneity by using various econometric methods. We find that stakeholder governance positively influences firms' CSR engagement with a greater magnitude than board governance after controlling for confounding factors. Stakeholders' influence in CSR engagement is more pronounced when investor protections and board governance are relatively weak.