Regulatory Sanctions on Independent Directors and Their Consequences to the Director Labor Market: Evidence from China

We investigate the regulatory sanctions imposed on independent directors for their firms’ financial frauds in China. These regulatory sanctions are prima-facie evidence of significant lapses in business ethics. During the period 2003–2010, 302-person-time independent directors were penalized by the regulator (the China Securities Regulatory Commission—the CSRC), and the two stock exchanges. We find that the independent directors with accounting experiences are more likely to be penalized by the CSRC, though they do not suffer more severe penalties than do the other sanctioned independent directors. We also find that independent directors suffer less severe penalties than do the insider directors. These results are consistent with the hypothesis that the sanctions on independent directors are tied to their assumed ethical and legal responsibilities. Following a regulatory sanction, penalized independent directors experience a significant decline in the number of other board seats held. However, they can gain board seats in better quality firms. We find that interlocked firms that share penalized independent directors with the fraud firm do not suffer from a valuation decline. Overall, our results suggest that regulatory sanctions have not triggered further sanctions on the penalized directors in the labor market but they have, instead, created a disincentive for these directors to serve on the company boards of high-risk firms.     

Doing Good Business by Hiring Directors with Foreign Experience

Using a manually collected dataset on the overseas experiences of directors of Chinese listed firms, we examine the effects of returnee directors on firms’ corporate social responsibility (CSR) engagement. Our results show that returnee directors significantly improve their firms’ CSR engagement. The positive relationship between the percentage of returnee directors and CSR engagement is more significant when a firm is in a competitive industry, when a firm has no government ownership, when a firm’s CEO is not politically connected, and when a firm’s CEO is older. Furthermore, we find that only long-term foreign professional or academic experience matters, whereas short-term visiting experience does not. Finally, our results are robust after controlling for endogeneity. Therefore, this paper offers clear policy implications by suggesting that hiring more returnees as corporate directors is an efficient way to enhance firms’ CSR, which may be of particular interest to regulators in emerging markets.     

Corporate Name Change and the Market Valuation of Firms: Evidence from an Emerging Market

Investors’ responses to a firm’s name change and the determinants of their response are scantly explored areas in the field of behavioral finance. Based on a sample of 415 Indian firms from 2005 to 2014, this study suggests that investors respond positively to the announcement of firm name changes. Furthermore, the study indicates that when firms do not indicate geographical specificity in the name and have a specific rather than generic name, then the firm will experience greater abnormal returns. Also, when firm names are fluent and are associated with the owner’s family name, again, abnormal returns generated are positive. Nevertheless, as a firm ages and investors gain more information about it, then abnormal returns due to name change decrease.     

Are entrepreneurs special? Evidence from board appointments

As shown in previous studies, founder-led firms perform better than those run by professional managers. Does this reflect the special relation of founders to their firms or do entrepreneurs possess attributes and experiences that are valuable even at firms not founded by them? Drawing on the resource-based view of the firm, we study this question by evaluating the effect of entrepreneurs who serve as outside directors of other firms. We find that the stock market reacts positively to appointments of outside entrepreneur directors and that firms with these directors have higher long-term value as measured by Tobin's q. Entrepreneur directors are also associated with increased R&D investment and higher sales growth, and their effect on firm value is larger among firms in R&D-intensive and competitive industries. We conclude that outside entrepreneur directors enhance firm value through their propensity to take risk and their ability to anticipate demand patterns and create new markets.     

We need to talk about strategy: How to conduct effective strategic dialogue

As researchers and consultants, we have spent the last few years helping a dozen major public and private organizations understand what went wrong with their strategic planning. We discovered that executives have a hard time with strategy because they are at a loss when the time comes to engage in strategic dialogue. Either their teams debate the organization’s values and goals when such issues should be settled, or they waste time on the details of specific projects that have yet to receive the green light. But whether the conversation is too broad or too narrow, strategy stays out of view. Drawing on recent developments in strategy-as-practice and decision-making literature, we propose a model that executives can follow to take control of strategy meetings and keep their teams on track. We ask them to focus on the right decision purpose, adjust the meeting’s communication style, and cast the right leader for the job. When these three simple rules are followed, the pillars of successful dialogue are aligned, and executives can finally talk about what matters most to them: strategy.     

Board Composition and Corporate Social Responsibility: An Empirical Investigation in the Post Sarbanes-Oxley Era

Although the composition of the board of directors has important implications for different aspects of firm performance, prior studies tend to focus on financial performance. The effects of board composition on corporate social responsibility (CSR) performance remain an under-researched area, particularly in the period following the enactment of the Sarbanes-Oxley Act of 2002 (SOX). This article specifically examines two important aspects of board composition (i.e., the presence of outside directors and the presence of women directors) and their relationship with CSR performance in the Post-SOX era. With data covering over 500 of the largest companies listed on the U.S. stock exchanges and spanning 64 different industries, we find empirical evidence showing that greater presence of outside and women directors is linked to better CSR performance within a firm’s industry. Treating CSR performance as the reflection of a firm’s moral legitimacy, our study suggests that deliberate structuring of corporate boards may be an effective approach to enhance a firm’s moral legitimacy.     

Resignation of officials as independent directors and firm performance

In 2013, the Chinese government implemented Rule No. 18, which suspended the directorships of incumbent government officials and precluded those who retired within the past three years from serving as independent directors for listed firms. The surprise implementation of Rule No. 18 triggered a wave of resignations among official independent directors (OIDs). The event provided a unique opportunity to examine the impacts of the political connections of board members on firm performance. We applied a difference-in-difference technique to empirically investigate the effect of OID resignations on firm performance from the perspectives of resource dependence theory and social capital theory. The results indicate that the resignation of OIDs had a significantly negative effect on firm performance, as measured by Tobin’s Q and firm leverage. This also confirmed the importance of independent directors’ political connection on firm performance, as discovered in prior research. However, this influence varied across OIDs’ heterogeneity, external environment and firm ownership. The results indicate that political connections may not be necessary channels for firms to achieve success.     

Do Independent Directors Improve Firm Value? Evidence from the Great Recession

The literature offers no clear evidence on the effect of independent directors on firm value. We argue that, during stressful times, firms may need more and better expert advice to navigate a crisis. Outside independent directors can provide such advice. So, the role of independent directors may be more pronounced during a stressful time. Consistent with this notion, we find that independent directors significantly improved firm value during the Great Recession of 2008. Specifically, a rise in the percentage of independent directors by one standard deviation would have improved firm value by 4.29% during the Great Recession. Outside the crisis period, however, our results do not show that independent directors increase firm value. Further analysis confirms the results, including random‐effects regressions, propensity score matching, instrumental‐variable regressions, as well as falsification tests. Our results are crucial as they demonstrate that the role of independent directors is different during stressful times than it is during normal times.     

Aligning strategic processes in pursuit of firm growth

Strategy formation mode refers to the way organizations devise their strategies. While some organizations do so through an explicit, formalized, and planned method, other organizations unintentionally create patterns in their strategic decisions—a strategy formation route that is more emergent in nature. This research explores the relationship between strategy formation mode and firm growth. Further, this article explores two strategic processes—forecasting and long-range objective setting—and their efficacy in association with particular strategy formation modes. Primary and secondary data collected from 103 manufacturing firms were used to test the hypotheses. Results indicate that the relationship between strategy formation mode and firm growth is curvilinear (inverted-U shape). Further, a three-way interactive effect is found between strategy formation mode, forecasting, and long-range objective setting on firm growth.     

Mitigating the dual liability of newness and foreignness in capital markets: The role of returnee independent directors

Foreign firms undergoing an initial public offering in developed economies face a dual liability of newness and foreignness that can negatively impact the firm’s ability to access capital. In this study, we examine the ability of returnee independent directors to overcome such a liability among 232 foreign listings in the U.S. We find that returnee independent directors positively impact the price premium of the foreign IPO. We also find that this relationship is contingent on the level of ownership retained by non-independent directors, the level of ownership retained by venture capitalists, and investor protection in the firm’s country of origin.     

Independent directors’ human and social capital,firm internationalization and performance implications: An integrated agency-resource dependence view

Despite the importance of internationalization for many firms and the substantial roles of independent directors as monitors and resource providers in corporate strategic orientation, few, if any, studies have investigated how independent directors with human and social capital contribute to firm internationalization. Drawing upon agency and resource dependence theories, this study argues that independent directors with human and social capital provide firms with strategic advice and adequate resources for internationalization, thereby increasing firm willingness to internationalize. Using 173 Taiwanese electronics firms and a weighted linear fixed-effects regression approach, the results indicate that independent directors’ industry-specific experience, international experience and interlocking directorate ties are positively associated with internationalization and that an inverted-U relationship exists between independent directors’ tenure overlap and internationalization. One implication is that international firms may consider appointing independent directors with human and social capital to the board because they will provide firms with resources necessary for successful internationalization.     

Gender Diversity in Corporate Governance and Top Management

This article examines whether and how the participation of women in the firm’s board of directors and senior management enhances financial performance. We use the Fama and French (1992, 1993) valuation framework to take the level of risk into consideration, when comparing firm performances, whereas previous studies used either raw stock returns or accounting ratios. Our results indicate that firms operating in complex environments do generate positive and significant abnormal returns when they have a high proportion of women officers. Although the participation of women as directors does not seem to make a difference in this regard, firms with a high proportion of women in both their management and governance systems generate enough value to keep up with normal stock-market returns. These findings tend to support the policies currently being discussed or implemented in some countries and organizations to foster the advancement of women in business.     

Developing a model of antecedents to consumers' perceptions and evaluations of price unfairness

Drawing on previous research in pricing, we propose three broad antecedents to perceptions of price unfairness. Consumers perceive price unfairness when (1) they feel that the firm is making excessive profits, (2) they are not able to understand the pricing structure applied, and (3) they sense the firm is acting in an immoral or unethical manner. Survey data were collected from 969 consumers to understand their perceptions of price unfairness. In the survey, respondents were asked to provide their perceptions of pricing practices for fifteen products or services. A content analysis of consumers' comments confirms a wide array of drivers of price unfairness discussed by researchers and uncovers a few under-researched antecedents.     

Translating strategy into action: The importance of an agile mindset and agile slack in international business

There is growing recognition that agility, the ability to respond quickly, is essential for international business (IB) in times of daunting challenges. Drawing on the resource-based view, we argue that agility is more than a capability and therefore should be investigated from a broader perspective. The current study offers insights for the IB literature by introducing agile resources (mindset and slack) as drivers of marketing strategy effectiveness capability. An agile mindset drives firms to seek out and introduce new management methods and approaches by encouraging their members to be alert to new and innovative ways of doing things. Agile slack refers to unutilized resources that can be quickly deployed in new strategic initiatives. An analysis of survey data from 179 managers via structural equation modeling shows that an agile mindset and agile slack strongly drive marketing strategy effectiveness capability. Marketing strategy effectiveness is a crucial driver of international performance. Nevertheless, the results suggest that while agile resources are important drivers of marketing strategy effectiveness, they do not influence performance directly. Hence, a firm’s ability to exploit resources through capabilities is critical, and to be truly agile, firms must invest in agile slack resources. Managers are advised to improve their firm’s effectiveness and performance by adopting an agile mindset while relying on agile slack resources.     

Strategic Implications of Keeping Product Value Secret from Competitor’s Customers

Customers can sometimes learn unanticipated or hidden use value of a firm’s product whereas the non-customers remain uninformed about that extra value. A monopolist will increase its profit by informing the non-customers of its product’s hidden value. However, our analysis reveals that this may not be true when the firm faces competition in the market—the firm may actually make a higher profit if it keeps its hidden value secret from its competitor’s customers even if advertising to inform those customers is costless. This is because no advertising leads to information heterogeneity among consumers about the existence of the firm’s hidden value, which gives an incentive for both firms to continue targeting their own existing customers rather than poaching each other’s customers, alleviating price competition and increasing firms’ profits. This beneficial strategic effect of keeping some product value secret from the competitor’s customers can persist even when the firms anticipate the hidden value and compete more aggressively for customers in the early period. Our research suggests that firms can benefit from an “under-promise and over-deliver” strategy if they refrain from communicating their extra value to the competitor’s customers. Moreover, positive word of mouth about a firm’s product will not necessarily benefit the firm and can in fact make all firms worse off.     

The Face of the Brand: How Art Directors Understand Visual Brand Identity

This study interviewed 15 art directors to explore their understanding of visual brand identity. Art directors define visual brand identity as the holistic look and feel of a brand, manifest as consistency among the brand, its strategy, and all its individual visual elements, ongoing over time. Art directors search for “ownable” visual elements within the competitive space and rely on examples of previous brand advertising to start ideation. We identified four possible routes that visual brand identity construction can take, corresponding to whether existing visual brand identity is strong or weak, and whether many or few client mandatories are imposed. The interviews also indicated that conflicts with clients may arise because elements that contribute to a brand's visual identity may be selected, in part, based on art directors’ personal taste preferences and felt emotion. Implications for managing visual branding and for future research on brand identity are discussed.     

企业投资效率、财务报告质量与独立董事继任

本文以第一届任期已满并面临换届的独立董事为样本,对其任期中公司在投资效率与财务报告质量等方面表现是否影响他们的继任作出实证分析。研究发现,独立董事任期内企业投资效率与其留任的概率显著正相关。在非国有企业中,企业支付高薪且财务报告质量越差,独立董事留任的概率越大。进一步研究表明,继任独立董事在其两个任期内的财务报告质量没有显著差异,但在独立董事薪酬较高的企业中,同一独立董事在其第二个任期内的投资效率相对于第一个任期有所提高。本文结论对于上市公司独立董事作用评价及其留任选择具有一定的理论和现实意义。     

Are Demographic Attributes and Firm Characteristics Drivers of Gender Diversity? Investigating Women’s Positions on French Boards of Directors

In this article, we examine the factors determining the representation of women on boards of directors by considering three main questions. The first question deals with the relationship between characteristics of ownership and governance on one side, and female directorship on the other. The second major question concerns the demographic attributes of women directors, such as nationality, foreign experience, educational level, business expertise, and connections to external sources. The third important question refers to women in senior positions on French boards (e.g., as independent members or board subcommittee members) in relation to firm characteristics and women’s demographic attributes. Our study focuses on French large- and mid-capitalized companies belonging to the SBF120 stock market index during a 5-year period running from 2000 to 2004. First, our results give evidence that the appointment of women directors is strongly related to family ownership and board or firm size. Second, the appointment of women directors is related to their professional services, valuable skills, and network links. Furthermore, we show that women face a double glass-ceiling problem, and note that French firms rely more on the demographic attributes of their women directors when they are appointed to senior board positions. Our study sheds light on issues concerning the law that comes into force in 2016, which imposes quotas of women members on boards of directors in French companies.     

The Effect of Board Characteristics on a Firm＇s Strategic Change

The purpose of this study is to identify the relationship between the characteristics of the board of directors and strategic change of a firm in the Chinese context. In this study, strategic change is defined as strategic deviation relative to industry norms and strategic variation relative to historical experiences. The size, independence and leadership structure of the board of directors are defined as the board characteristics. We then propose hypotheses on the effects of board characteristics on a firm＇s strategic change. This study takes strategic resource allocation profile as measure to calculate strategic deviation and strategic variation, and then empirically tests and verifies the hypotheses using data from Chinese publicly listed companies in the information technology industry from the year 2006 to 2010. We find that the size, independence and leadership structure of the board of directors significantly affect both strategic deviation and strategic variation. Therefore, we conclude that board characteristic affects a firm＇s strategic change. The conclusion of the study indicates that moderate reductions in the size of the board, increasing the proportion of independent directors and separating the roles of chairman and chief executive officer can facilitate promoting the process of strategic change for a firm in a dynamic environment. Through this study we re-examine the role and significance of the board of directors in strategic decision-making for a firm, and provide useful suggestions on how to form a board that can meet the needs for strategic change for a firm in a dynamic business environment.     

Can Female Directors Enhance the Value of Private Firms? Evidence from China’s Listed Companies

Female directors have become common in private companies. Using data from private listed companies in China’s A-share stock market from 2000 to 2009, this paper analyzes whether the existence of female directors can enhance firm value. Results show that female directors have a significantly positive impact on firm value. Moreover, female directors promote enterprise value less significantly in regions with better institutional environment, which implies that there is a substitution relationship between female directors and institutional environment. Furthermore, we use 2SLS (two-stage least squares) and LEVOP (lag the explanatory variables one period) to control endogeneity, and the research conclusion remains robust. Our study provides additional empirical evidence for economic consequence of female directors, and expands research on the relationship between board structure and firm value.