The role of the board and the audit committee in corporate risk management

This paper examines the impact of corporate governance on corporate risk-management activities in S&P 500 firms over the period 2004–2010 by measuring the characteristics of the board directors and audit committee. Our results show that the board of directors, especially the audit committee, plays an important role in the firm’s hedging decisions, including whether to hedge and to what extent. Such evidence is even stronger in high-leveraged firms with large risk-shifting incentives. These results are robust to the consideration of endogenous concerns, a board corporate governance index, and industrial effects. Our study contributes to the literature by showing the influential role of the audit committee on corporate risk management.     

企业税收保值信息披露与社会责任履行的实证分析

公司治理结构是决定企业行为最重要的影响因素,公司治理结构是实现社会责任分担的微观基础。本文选取代表企业社会责任和公司治理两个范畴的若干指标作为代理变量,通过这些代理变量之间的相关性对我国企业社会责任履行进行实证分析。研究发现:我国上市公司国家股、法人股比重与其税收、保值等社会责任履行有显著的正相关关系,与公司违规行为有显著的负相关关系,高管持股比重增加有利于公司履行法定社会责任,抑制违规等不良企业行为;公司董事会规模结构状况与其税收、保值和信息披露等社会责任履行有显著的关系,董事会中独立董事的人数及比重增加有利于公司社会责任的履行和抑制公司违反社会责任的行为。     

The Impact of Board Structure on Corporate Social Responsibility: A Temporal View

Time plays an important role in corporate social responsibility (CSR) decisions. In the context of time and the boardroom, the consideration of CSR can be affected by board structure. For example, because of considerable short‐term pressures, this study posits that insiders on the board are less likely to prioritize the longer‐term time horizons needed to affect CSR. Following this perspective, a hypothesis is put forth that insiders generally have temporal orientations that are more short term in nature and that they therefore have a negative effect on CSR. A study of 300 of Australia's largest firms confirmed this hypothesis. However, when inside director compensation linked to environmental and social metrics and inside director CSR training are introduced as moderating variables, their interactive effects lead to positive results: both positively moderate the negative insider–CSR relationship in environmental and social dimensions. The study contributes to a temporal view of boards of directors, as well as to corporate governance and CSR. Copyright © 2016 John Wiley & Sons, Ltd and ERP Environment     

Do board sustainability committees contribute to corporate environmental and social performance? The mediating role of corporate social responsibility strategy

The purpose of this study is to investigate the impact of board sustainability committees on environmental and social performance and to examine the mediating effect of corporate social responsibility (CSR) strategy on the relationship between the presence of board sustainability committees and corporate sustainability performance. Using data of U.K. listed firms for the period of 2009–2016, the study employs panel regression analysis and bootstrapping techniques to test study hypotheses. The results suggest that the presence of a sustainability committee improves the effectiveness of CSR strategies. The results also indicate that firms with effective CSR strategies exhibit better environmental and social performance. Further, the empirical results show that the effectiveness of CSR strategy explains the positive relationship between board sustainability committees and corporate environmental and social performance, thus supporting the theoretical framework of the study. The findings of the study shed new light on this research direction and could be of interest to board members, managers, practitioners, investors, policy makers, and regulators that plan to promote sustainability practices and strategies needed for sustainable development.     

公司治理与代理成本——来自上市公司的经验证据

本文利用上市公司的数据,分析了公司治理与代理成本之间的关系。结果发现:股权集中度国家股比例、董事会规模、监事会规模、治理环境、公司透明度、企业规模与代理成本显著负相关;股权制衡度、领取报酬的董事比例、领取报酬的监事比例、董事会会议次数、股东大会会议次数与代理成本显著正相关;高管持股、独立董事比例、监事会会议次数、两职分离与代理成本无显著关系;财务杠杆率与代理成本的关系是混合的;国有上市公司和民营上市公司的公司治理与代理成本之间的关系与总样本基本一致。     

Do Board's Corporate Social Responsibility Strategy and Orientation Influence Environmental Sustainability Disclosure? UK Evidence

The environmental implications of corporate economic activities have led to growing demands for firms and their boards to adopt sustainable strategies and to disseminate more useful information about their activities and impacts on environment. This paper investigates the impact of board's corporate social responsibility (CSR) strategy and orientation on the quantity and quality of environmental sustainability disclosure in UK listed firms. We find that effective board CSR strategy and CSR‐oriented directors have a positive and significant impact on the quality of environmental sustainability disclosure, but not on the quantity. Our findings also suggest that the existence of a CSR committee and issuance of a stand‐alone CSR report are positively and significantly related to environmental sustainability disclosure. When we distinguish between firms with high and low environmental risk, we find that the board CSR/sustainability practices that affect the quantity (quality) of environmental sustainability disclosure appear to be driven more by highly (lowly) environmentally sensitive firms. These results suggest that the board CSR/sustainability practices play an important role in ensuring a firm's legitimacy and accountability towards stakeholders. Our findings shed new light on this under‐researched area and could be of interest to companies, policy‐makers and other stakeholders. Copyright © 2017 John Wiley & Sons, Ltd and ERP Environment     

Determinants and Economic Consequences of Non-financial Disclosure Quality

This paper examines the determinants and economic consequences of non-financial disclosure quality, which is measured according to the ratings of corporate social responsibility (CSR) disclosure provided by the Ministry of Economic Affairs in the Netherlands. We find that firms with better CSR performance, greater external financing needs, and stronger corporate governance tend to provide higher quality CSR disclosures. In return, these firms gain greater analyst coverage, higher levels of institutional ownership, greater stock liquidity, higher valuations in SEOs, and lower yields to maturity in bond issuances. These benefits apply largely to firms with strong CSR performance. Collectively, our findings suggest that higher quality CSR disclosures deliver economic benefits.     

Agency costs and corporate philanthropic disaster response: the moderating role of women on two-tier boards – evidence from People's Republic of China

Prior research evidence shows that strategic and managerial utility motivation explains corporate philanthropic contribution efficiently in western countries. An important question arises, however, regarding whether the corporate philanthropic contribution model is equally appropriate for all types of corporate social responsibility (CSR) (e.g. donation) in all business settings (e.g. Chinese listed firms' philanthropic responses to disaster). In this paper, we consider the unique two-tier board structure of Chinese listed firms and argue that firms with women on the board of directors (BOD) and the supervisory board (SB) are able to challenge this model. Data collected from Chinese listed firms' philanthropic responses to disaster extended the finding that the agency theory with moderators explains corporate philanthropic disaster response much better in the Chinese context. Specifically, the relationship between agency costs and corporate philanthropy (e.g. the likelihood of donation and extent of corporate contributions) weakens in listed firms with a higher vs. lower number of women on the SB. However, women on BODs do not have a similar effect. This constructive replication provides the first examination of the moderating role of women on BODs and SBs on corporate philanthropic behavior. In addition, the findings have important managerial implications for how to enact CSR.     

Real effects of social trust on firm performance during COVID-19

This study uses a difference-in-differences estimation method to address potential endogeneity between corporate social responsibility (CSR) and firm performance using a natural experiment of COVID-19, with a cross-country sample of 80,454 firm-quarter observations across 51 countries. We find that high-CSR firms show better performance, raise more debt, and invest more during COVID-19. The positive effect of CSR on firm performance is more pronounced in countries with better governance and among non- International Financial Reporting Standards adopters. Our findings suggest that when trust in firms and markets falls during an economic crisis, the trust established between a firm and its stakeholders via socially responsible behavior pays off.     

Outside Directors on Korean Boards: Governance and Institutions

Drawing on institutional theory, this study examines the factors that pressured Korean firms to appoint outside directors to their boards. While this practice could be considered to be a management innovation in Korea, in the Anglo‐American corporate governance system it has long been used as one of several mechanisms to mitigate agency costs between management and shareholders. As such, this response by Korean firms, following the 1997–98 currency crisis in Asia, could be seen as an example of corporate governance convergence on the Anglo‐American model, where higher levels of outside director representation on the board are the norm. We examine the antecedents of having a higher proportion of outside directors on Korean boards. Our findings indicate that larger firms that are under stricter control by the government have higher representation of outside directors on the board. We also find a positive and significant relationship between the proportion of outside directors and business group affiliation, poor prior firm performance, higher levels of debt and foreign ownership.     

Reputation and Corporate Social Responsibility Aberrations,Trends, and Hypocrisy: Reactions to Firm Choices in the Stock Option Backdating Scandal

Drawing on strategic corporate social responsibility (CSR) and reputation theory, this paper examines the market reaction to firm disclosures of involvement in the US stock option backdating scandal. We examine how a firm's prior signals regarding ethical behaviour and values, as demonstrated through CSR initiatives, may both ameliorate and exacerbate market reactions. CSR initiatives may buffer a firm against general wrong‐doing but expose it to greater scrutiny and sanction for related wrong‐doing. Our results show that firms with enhanced overall reputations for CSR are partially buffered from scandal revelations. However, we find that when firms possess an enhanced reputation for CSR associated with corporate governance, violations pertaining specifically to governance are viewed as hypocritical and more harshly sanctioned. We also find lower and negative market reactions for firms that delay but self‐disclose their involvement in the scandal. The study extends the emergent, related literatures on strategic CSR and reputation management, and documents dynamics in the relationship between corporate social and financial performance.     

Boards of directors in Russian publicly traded companies in 1998–2014: Structure,dynamics and performance effects

This article provides new evidence on the structure, dynamics and performance effects of corporate boards in publicly traded companies in Russia. It takes advantage of a new and unique longitudinal dataset of virtually all Russian companies whose shares were traded in the RTS/MICEX/MOEX over 1998–2014. The analysis highlights a number of strong trends in the evolution of boards of directors, such as a declining participation of insider directors and an increasing participation of foreign and female directors. It also shows that board characteristics are linked to company performance (market-to-book ratio, Tobin’s Q, ROE and ROA), suggesting that boards of directors play a non-trivial role in corporate governance in Russia. Testing for structural breaks in the relationship between board composition and firm performance provides some evidence of the changing role of corporate boards over time.     

独立董事制度与公司业绩的相关性分析：来自沪市A股的实证研究

独立董事制度是近年来我国上市公司为完善公司治理结构而从西方引入的一项重要措施。本文以沪市A股上市公司为研究对象 ,主要分两部分对独立董事展开讨论。其一 ,对独立董事的设立情况、薪酬现状、来源等问题进行分析 ;其二 ,对独立董事制度及其在董事会中所占的比例和公司业绩的相关性进行研究。分析发现 ,公司设立独立董事前后 ,公司业绩有显著性差异 ,但是公司业绩与独立董事在董事会中所占比例无关 ,而且引入独立董事后 ,公司业绩似乎变得更糟。     

Corporate governance and lesbian,gay, bisexual,and transgender‐supportive human resource policies from corporate social responsibility,resource‐based,and agency perspectives

Corporate boards are responsible for ensuring that managers enact policies that are in shareholders' best interests, and managers are responsible for implementing strategies that are not only profitable but also responsive to changing legal and societal demands and the resource needs of the firm. In this paper, we use the theoretical lenses of corporate social responsibility (CSR), the resource‐based view, and agency theory to investigate the relationship between corporate governance structure and the implementation of supportive lesbian, gay, bisexual, and transgender (LGBT) policies. We analyze 10,233 firm‐year observations and 1,594 unique firms, and our results demonstrate that LGBT‐supportive policies are positively associated with firm performance. We also offer new insight into why not all firms adopt such policies. We exploit the passage of the Sarbanes‐Oxley Act as an exogenous shock that increased board independence, and our difference‐in‐difference estimation shows that firms forced to raise board independence in 2002 were less likely to invest in LGBT‐supportive policies. Results suggest that human resource management (HRM) policies can be guided by CSR and resource‐based views in the pursuit of wealth maximization, but agency conflict may also be a concern for external majority boards. We discuss implications for HRM research practice and corporate governance regarding LGBT policies in organizations.     

上市公司治理结构问题及其规范研究

本文认为上市公司治理结构失衡主要源于控股股东股权比率过大,股东大会股权结构不合理,董事会形成“内部人控制”,而监事会职责不清形同虚设。本文试图建立有效的上市公司治理结构,以规范上市公司的行为。     

Multiple directorships and the performance of mergers & acquisitions

The question of whether an outside director with multiple board seats creates value for a firm is a subject of continued debate in the corporate governance literature. Dozens of studies have investigated this linkage over the past decades. Unfortunately, the findings generated to date are inconclusive and contradictory. This study reconciles conflicting perspectives by synthesizing the existing insights and knowledge, and develops a new three-stage S-shaped curve proposition. We target firms’ merger and acquisition (M&A) activities to test this argument. The results show a consistent horizontal S-shaped relation between the number of directorships held per director and the wealth creation from corporate M&A investments before the enactment of the Sarbanes–Oxley Act of 2002. However, the negative relation at the highest directorship level turns insignificant in the post-SOX period, suggesting that the mandatory changes by SOX may mitigate the negative impact of overboarded directors. This study contributes to the on-going debate on the performance effect of multiple directorships by providing a more complete assessment of the full range of the advantages and disadvantages across different levels of directorships. The different association patterns found in the pre-/post-SOX periods further highlight the importance of factoring in regulative environmental change when making an inference about the effect of multiple directorships.     

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE GOVERNANCE1

Corporate social responsibility (‘CSR’) is often associated with hopes for improved corporate governance. As understood conventionally, however, CSR is conceptually incoherent, practically unworkable, and wholly unjustified. To be compatible with corporate governance, ‘CSR’ needs to be understood not as Counterproductive Stakeholder Regimentation, but as Conscientious Stakeholder Responsibility.     

上市公司独立董事制度实施效果实证研究

董事会是公司治理结构的重要内容之一,独立董事作为董事会的重要组成部分,其职能和工作效率也成为人们关注的重点。本文试图从独立董事总体工作情况、同城异地独立董事工作情况以及个别独立董事薪酬与工作情况关系的角度,考察我国独立董事制度对上市公司治理效果的影响,结果发现,实施独立董事上市公司治理结果有所改进,独立董事异地任职独立作用大。     

企业社会责任与财务绩效相关性研究

近年来社会责任问题受到了社会的普遍关注,本文通过对利益相关者理论演进过程的分析,提出了利益相关者模型。在此基础上,选用内部和外部主要利益相关者的财务数据,分等级评分衡量企业社会责任绩效表现,并选用盈利能力和成长能力指标衡量财务绩效进行实证研究,证明了企业社会责任和财务绩效存在正相关关系。     

What drives firms' commitment to fighting corruption? Evidence from the UK

The recent leak of the FinCEN files has highlighted the widespread presence of corruption in developing and developed economies, including the UK. Accordingly, this study aims to investigate the factors that drive companies to implement measures for preventing corruption in developed countries using FTSE 350 nonfinancial firms. Specifically, the research examines the influence of corporate social responsibility (CSR) commitments, board structure, and shareholding structure on adopting strategies, policies, and procedures aimed at countering corruption. Drawing upon agency, stakeholder, and legitimacy theories, our empirical evidence supports that CSR commitments and board independence positively influence firms' engagement in anticorruption measures. Conversely, institutional and managerial shareholdings are found to have a negative association with firms' efforts to combat corruption. In addition, the study shows that the effect of board characteristics became more pronounced following the enactment of the UK Bribery Act 2010, indicating risk-averse behavior. Various models, including cross-sectional and two-stage least squares (2SLS), are employed to analyze the data. Our findings have significant implications for understanding the complex relationship between CSR, corporate governance, and the ethical infrastructure of organizations. Ultimately, our results provide valuable insights for policymakers, companies, and other stakeholders in developing effective strategies, policies, and procedures to combat corruption activities.