Independent directors in Asian firms: An integrative review and future directions

Asian firms started to adopt independent directors (InDs) to boards only in the late 1990s after the Asian financial crisis. Despite its relatively short history, Asian firms’ practice of appointing InDs has yielded interesting research findings that may shed new light on the corporate governance literature and management research. However, the literature on InDs in Asian firms has been presented in a piecemeal fashion, which calls for researchers to review and synthesize the disparate findings and identify paths for future research. In this review paper, we identify and systematically analyze 65 articles related to InDs in the Asian context that were published in 21 leading academic journals from 2001 to 2016. Based on this analysis, we developed a framework with four links to map out the Asian InDs-related literature. We also discuss the limitation of the existing research and suggest future research direction on InDs in Asia.     

Facing Constraints to Growth? Overseas Chinese Entrepreneurs and Traditional Business Practices in East Asia

Overseas Chinese entrepreneurs in East Asia have achieved notable success in a number of traditional, slow growth industries. This success has been ascribed to distinctive aspects of Chinese business culture that favor alacrity, adaptability, networking, and close control of firm operations. Recently, some have suggested that the same characteristics that have promoted these firms' success in slower growth sectors may hinder firm success in faster growth sectors of the economy. To explore this proposition, we conducted in-depth interviews with forty-one entrepreneurs, venture capitalists, and government officials all working with fast growth entrepreneurial firms in East Asia. The results suggest that, in general, Overseas Chinese entrepreneurial firms also follow many of the traditional business practices associated with Overseas Chinese firms. Most venture capitalists and government officials in the sample expressed concern that these practices are hindering the building of firms that can be taken public and experience the high growth consistent with vibrant entrepreneurial firms. The results also showed that the Overseas Chinese entrepreneurs sampled are aware that some of these characteristics may be creating constraints to faster growth and, at the behest of venture capitalists and government officials, are sometimes making the changes thought necessary to create faster growth firms.     

Alternative Corporate Governance Systems in Japanese Firms: Implications for a Shift to Stockholder-Centered Corporate Governance

In Asia, the recent catastrophic decline in regional stock markets, continuing currency crisis and failures of major financial institutions and industrial corporations have increased domestic and international interest in corporate governance. Nowhere is this greater than in Japan where financial institution reform has catapulted this to the fore. In this paper, we use agency theory and institutional theory, together with comparative case examples, to derive some propositions on the dynamics of changing corporate governance systems in Japanese firms. We argue for the co-existence of stakeholder and shareholder-centered corporate governance systems in Japan. This argument has an important implication for corporate governance research and agency theory. Namely, changes in ownership structure and institutional expectations would force firms to focus on maximizing shareholder value even where the interests of stakeholders are more emphasized. It suggests an environmental selection mechanism to ensure the emergence of appropriate corporate governance mechanisms to solve the agency problem. Further, the loss of competitiveness and the prolonged poor performance of firms can change the institutional norms to emphasize asset efficiency and transparency rather than stability and business ties.     

Turnaround in East Asian firms: evidence from ethnic Overseas Chinese communities

Research done primarily in the United States has shown that firms in decline enjoy better odds of returning to health when strong measures are taken. The culture of the Overseas Chinese of East Asia has helped to shape the region's prior commercial success but it also impacts responses to firm decline and turnaround. This research provides the first empirical investigation of the turnaround strategies of Overseas Chinese firms in East Asia. The evidence gathered shows that the utility of the predominantly U.S. model of firm turnaround has limits in East Asia. In particular, the role of strong owner‐managers and the importance of relationships among business people constrain the applicability of prior U.S. research to East Asia. Copyright © 2003 John Wiley & Sons, Ltd.     

Corporate Governance and Firm Capabilities: A Comparison of Managerial, Alliance, and Personal Capitalisms

Incentive structures embodied in different systems of corporate governance produce firms with inclinations towards the development of particular capabilities and strategic assets and disinclinations towards the development of others. To the extent that there is an excessive dependence upon any particular type of governance, an economy as a whole will be endowed with both its benefits and costs. As such, governance reform in East Asian economies may be better aimed at cultivating alternative governance institutions alongside existing relational institutions, rather than in converting these governance systems into facsimiles of the so-called Anglo-American model.     

Effects of corporate governance on risk taking in Taiwanese family firms during institutional reform

Can internal corporate governance mechanisms (such as boards of directors) and external corporate governance mechanisms (such as institutional reform) promote risk-taking behavior in family firms? This paper argues that conflicts between majority and minority owners, known as principal–principal conflicts, and cronyism in the board of directors affect firm risk taking. Moreover, institutional corporate governance reform to appoint outside directors may not have an immediate effect on reducing these problems. Based on a sample of family firms in Taiwan, we find that outside directors reduce the negative relationship between family ownership/involvement and risk taking. However, when their influence is examined further, it is found that in those sample firms that went public after institutional reform, outside directors did not improve the relationship between family ownership/involvement and risk taking.     

Outside directors and firm performance during institutional transitions

Do outside directors on corporate boards make a difference in firm performance during institutional transitions? What leads to the practice of appointing outside directors in the absence of legal mandate? This article addresses these two important questions by drawing not only on agency theory, but also resource dependence and institutional theories. Taking advantage of China's institutional transitions, our findings, based on an archival database covering 405 publicly listed firms and 1211 company–years, suggest that outsider directors do make a difference in firm performance, if such performance is measured by sales growth, and that they have little impact on financial performance such as return on equity (ROE). The results also document a bandwagon effect behind the diffusion of the practice of appointing outsiders to corporate boards. The article not only highlights the need to incorporate multiple theories beyond agency theory in corporate governance research, but also generates policy implications in light of the recent trend toward having more outside directors on corporate boards in emerging economies. Copyright © 2004 John Wiley & Sons, Ltd.     

Corporate governance and Asian companies

While prominent differences in corporate governance exist across the Asia Pacific region, there are common concerns about controlling shareholders expropriating wealth from minority shareholders at the expense of overall wealth creation, as well as about the roles and qualifications of managers in Asian companies. The contributors to this Special Issue of the Asia Pacific Journal of Management address these concerns and provide new evidence on their empirical relevance, as well as the factors conditioning that relevance. They also provide cautionary insight into the merits of specific proposals to reform Asian corporate governance. An important theme emerging from this Special Issue is that one needs to understand the institutional framework in which organizations operate in order to understand the rationale for and consequences of specific corporate governance models, as well as the likelihood that specific governance reforms will be adopted and prove effective. In this context, informal institutions are often more important than formal institutions. In addition to advancing our understanding and appreciation of the linkages between formal and informal institutions, corporate behavior, and performance, as well as the prospects for corporate governance reform, the papers in this Special Issue also suggest challenging and potentially fruitful areas for future research.     

Principal-principal conflicts during crisis

This paper explores principal-principal conflicts in corporate governance during times of economic crisis. We address the question: What external and internal governance mechanisms can best protect minority shareholders? Drawing on 877 publicly listed large corporations with concentrated ownership in seven Asian countries and regions, we compare different control structures between family firms and non-family firms during crisis. We find that family firms tend to choose certain control structures associated with potential principal-principal conflicts. However, these choices can be constrained by external and internal governance mechanisms. Specifically, legal institutions and presence of multiple blockholders serve as useful external and internal governance mechanisms, respectively, to constrain potential expropriation of minority shareholders.     

Stepping across for social approval: Ties to independent foundations' boards after financial restatement

Research Summary: Integrating research on independent philanthropy and organizational misconduct, we argue that affiliations with independent foundations provide social approval benefits for firms that restate their financials. We use a panel of S&P 500 companies from 2004 to 2011 to investigate the addition of foundation board ties by restating firms. CEOs of restating firms add more new foundation board ties than CEOs of non‐restating firms, while existing corporate philanthropy and greater corporate reputation diminish this effect. We also find that new ties to foundations boards influences media tenor for restating firms more than it does for non‐restating peers. Our study offers a nuanced analysis of the post‐crisis actions of restating firms relative to non‐restating peers and highlights the relevance of ties to nonprofit boards for corporate governance. Managerial Summary: Firms oftentimes fire their top executives in the aftermath of misconduct, but such response is itself disruptive for the firm's operations. Instead, we suggest that forging ties to independent foundations can help firms in such contexts without unsettling effects. Our results show that, after a restatement event, CEOs of misconduct firms are especially likely to join new foundation boards as trustees and thus seem to be aware of the benefits of these associations. CEOs from firms with existing in‐house philanthropy or a high reputation do not join as many new foundations' boards of trustees. We also find that new firm‐foundation links are promptly and positively evaluated by the media, thus helping misconduct firms regain social approval.     

The strategic impetus for social network ties: reconstituting broken ceo friendship ties

Research on organization–environment relations has focused primarily on formal linkages between organizations such as board interlock ties as a strategy for managing resource dependence. This study examines whether top corporate executives may maintain more informal ties to executives of other firms in order to manage uncertainty arising from resource dependence. Our point of departure is prior research on boards of directors that has examined whether so‐called ‘broken board ties’ (i.e., ties that are disrupted due to executive turnover) tend to be reconstituted, and whether resource dependence explains the likelihood of reconstitution. These studies have generally provided little evidence that corporate board ties are used to manage resource dependence. We draw from theory and research on social embeddedness and friendship to suggest that, as a strategy for managing dependence, the maintenance of friendship ties between top executives provides benefits that are comparable to the supposed benefits of board cooptation, while imposing fewer constraints on the organization. Our theory leads to the contention that, despite limited prior evidence that resource dependence determines the formation of formal board ties, corporate leaders may nevertheless reconstitute informal (i.e., friendship) ties to leaders of other firms that have the power to constrain their firms' access to needed resources when those ties have been disrupted (e.g., due to turnover of the CEO's friend). We test our hypotheses with a unique dataset that includes survey data from U.S. corporate leaders collected at two points in time, thus permitting an assessment of whether top executives reconstitute broken social ties to leaders of other firms, and whether various sources of resource dependence predict the likelihood of reconstitution. We discuss implications for strategic perspectives on inter‐organizational relations and the sociological literature on embeddedness. Copyright © 2006 John Wiley & Sons, Ltd.     

资源逼迫与经济增长模式提升

本文指出,马克思笔下的由粗放经营向集约经营的转化,彭慕兰所阐述的18世纪之后西欧与东亚经济发展的大相径庭,以及迈克尔·波特所讲的一些自然资源短缺的国家,反倒在更高的层次上经济发展良好的事实,都是因为在资源逼迫之下选择了具有创新功能的、高技术含量的经济增长模式。文章强调,具有创新功能的、高技术含量的经济增长模式的选择,除了资源逼迫之外,还必须具有能够激励创新的制度安排,并为此进行了历史上西欧和东亚的对照分析。论文所阐述的观点对我国当代经济发展极具现实意义:我国经济发达地区,不应当陶醉于传统的比较优势,而应当适时地提升经济增长模式,增强国际竞争力。论文还探讨了在我国适时提升经济增长模式的制度安排及与此相关的改革。     

上市公司董事会专业委员会的设立及其在中国的现状分析

董事会作为公司治理的核心,一直是国内外学者研究的热点。由于董事会本身的内生性缺陷,因此在董事会下设立相应的专业委员会作为常设机构来弥补董事会的自身不足成为公司治理的重要构架。在中国股份制改革下．许多上市公司的董事会依然欠缺独立性,而且专业能力不足。文章在介绍董事会专业委员会基本理论及有关国家经验的基础上,分析了董事会专业委员会在我国的发展现状．并提出了完善我国董事会专业委员会制度的建议。强调为强化上市公司董事会功能,设置专业委员会是必要之措施。     

Antecedents and consequences of corporate governance reform: the case of Germany

The paper examines the antecedents and consequences of the voluntary adoption of corporate governance reform in firms embedded in a relationship‐based governance system with less protection of minority shareholders. In such locations, ownership structure should be a key determinant of governance reform. Firms with dispersed ownership are likely to face agency problems but may lack sufficient ownership power in the hand of external owners for adoption to occur. Extensive ownership by external parties facilitates adoption but decreases the need and motivation to adopt governance reform. We examined the adoption of stock‐based incentive plans and transparent accounting regulations (e.g., greater disclosure to shareholders) among large German firms (DAX 100) during the late 1990s. We found an inverse ‘U’‐shaped relationship between ownership concentration and governance reform. In addition, we found that firms adopting governance reform were more likely to engage in corporate divestitures and achieve higher levels of market performance than firms not adopting governance reform. Copyright © 2003 John Wiley & Sons, Ltd.     

Business groups in East Asia: Post-crisis restructuring and new growth

Business groups played an important role in the economic development of East Asian countries. Yet business groups in East Asia face an uncertain future. Following the Asian Crisis, foreign creditors and investors have demanded that business groups have more transparent operations and stronger corporate governance. At the same time, as governments in East Asia have loosened trade barriers, business groups have become subject to intense competition in domestic markets. This paper argues that business groups can survive or even prosper by taking initiatives in corporate restructuring. This paper also highlights some areas for further research on business groups in this region.

Subprime governance: Agency costs in vertically integrated banks and the 2008 mortgage crisis

Research summary: This study uses the 2008 mortgage crisis to demonstrate how the relationship between vertical integration and performance crucially depends on corporate governance. Prior research has argued that the vertical integration of mortgage origination and securitization aligned divisional incentives and improved lending quality. We show that vertical integration improved loan performance only in those firms with strong corporate governance and that this performance‐integration relationship strongly decreases and actually reverses as governance quality decreases. We interpret these findings as suggesting that the additional control afforded by vertical integration can, in the hands of poorly monitored managers, offset gains from aligned divisional incentives. These findings support the view that corporate governance influences the strategic outcomes of a firm, in our case, by influencing the effectiveness of boundary decisions. Managerial summary: One of the unanswered questions of the 2008 mortgage crisis is why some firms produced toxic mortgages and others did not. Many have argued that vertically integrated banks—banks that both originated and securitized mortgages—had incentives to monitor themselves and thereby avoid overaggressive lending and outright fraud. Yet many of the worst lenders, such as Washington Mutual and New Century Financial, were in fact integrated. This study shows that the behavior of these firms critically depended on their corporate governance. We find that poorly monitored executives used their additional control over the integrated businesses to issue low quality loans that supported short‐term growth. Our results suggest that governance is a crucial prerequisite for financial services, particularly for firms whose managers control multiple, interrelated businesses. Copyright © 2015 John Wiley & Sons, Ltd.     

Familial capitalism in global institutional contexts: Implications for corporate governance and entrepreneurship in East Asia

Many of the world’s firms have a familial dimension; including some of the most dynamic and emerging markets of East Asia. However, this important aspect of organizing economic activity remains understudied and misunderstood. A central theme of this article is that while families matter in economic activity throughout the world, they matter in different ways depending on the institutional context. To illustrate this theme a varieties of capitalism perspective is used to develop a rudimentary global comparative framework. Institutional context is portrayed as a key determinant of the degree and type of family governance that typify national economies. Implications for corporate governance and entrepreneurship in East Asia are discussed.

环境约束与家族企业上市时机选择

家族企业上市问题成为最近几年学术界和实业界人士共同关心的热点问题.本文认为,考虑到中国目前的制度环境约束,家族企业争取上市资格可能并非明智之举.其原因在于：一个有效率的治理结构安排是外部社会制度环境的函数,治理结构的有效性更多地体现在对外部环境的适应性方面,治理结构的变迁应该有相应的制度环境相配套,否则,家族企业进行强制性的制度变迁可能会带来企业总剩余的损失.本文还依据相关研究文献,提出了测量家族企业上市时机选择的社会环境阈值.