Service on a Stigmatized Board,Social Capital,and Change in Number of Directorships

This article seeks to develop a nuanced understanding about the relationship between service on a stigmatized board and reduced opportunities for future directorships on other boards by examining the moderating effects of different dimensions of director social capital on this relationship. Evidence based on a unique sample of firms with boards that were viewed as being stigmatized by a group of corporate governance experts suggests that while serving on a stigmatized board is related to a reduction in future number of directorships held, this relationship is significantly mitigated for directors of upper‐class origins. However, social capital related to affiliations with other elite institutions does not appear to mitigate reduction in future number of directorships held by outside directors who serve on a stigmatized board. Implications and future directions in research on class‐based influence in the corporate community and stigmatization and devaluation of elites associated with corporate failures are discussed.     

Why Do Board Members Receive Excess Compensation?

This paper examines compensation to the boards of directors and supervisors for a sample of 656 firms over the period 1999–2008. I find in Taiwan that about 53.21% of firms pay excess compensation to their boards and 13.72% of the boards are overpaid by more than 50%. This paper conjectures that firms reward directors and supervisors in order to retain their valuable human capital and notes a robust positive effect of excess compensation on future firm performance. Because directors and supervisors are rewarded for future success, their excess pay may not be considered all that bad. Copyright © 2015 John Wiley & Sons, Ltd.     

A strategic human resource perspective of firm competitive behavior

Embedded within firms are unique stores of intangible human assets that likely influence the way firms compete. We argue that the human and social capital of a firm, particularly at the upper echelon and board of director (BOD) levels, contribute to the firm's awareness of the competitive environment and its motivation and ability to undertake numerous, complex, and forceful competitive actions. We also suggest that the firm's executive compensation systems moderate the effects of these intangible human assets on firm competitive behavior. By examining how human capital, intra-firm social capital, and executive compensation influence firm competitive behavior, we advance a strategic HRM perspective of firm competitive behavior and outline several implications for future research.     

Who's the Boss at the Top? A Micro‐Level Analysis of Director Expertise,Status and Conformity Within Boards

In this paper we address how director expertise impacts a director's social status and conformity within the board. Our results, derived from two unique multi‐source datasets of peer ratings on director status and conformity of non‐executive directors from Dutch organizations, indicate that industry‐specific expertise and financial expertise differently impact directors’ social status and influence within the board. We find that directors’ individual performance orientation – the motivation to demonstrate expertise – acts as an important contingency for expertise to increase directors’ status within the board. Additional analyses using archival data and interviews with non‐executive directors substantiate our findings and provide additional insight into the dynamics operating within boards. This study extends existing research on boards of directors and provides unique micro‐level insights into the boardroom dynamics that connect director expertise to director status and conformity within boards.     

Social Capital and Social Influence on the Board of Directors

It is often assumed that directors with human capital such as prior management experience or independence from the company are the most influential board members. By contrast, in a survey of all the board members in 14 companies we found that ties to others in a network of strong ties among those who meet outside of board meetings were more important predictors of social influence than human capital or ties across boards. These ties within the board represent the social capital of members in the form of prior relationships with other directors, ties to others on the board, and membership in cliques within the board's network of ties. These results support a social capital perspective on influence that emphasizes relationships with others on the board as important factors in the social dynamics of board decision-making.     

Gender and management on Spanish SMEs: an empirical analysis

Few studies have investigated the presence of women on the boards of directors of companies. Those that have been done have focused on large firms. In this study we analyzed the gender diversity of a sample of Spanish small and medium enterprises. These firms are of great importance in terms of their number, the employment they provide, and their sales. Furthermore, there is an open debate in Spain about gender equality after the passing of several laws against gender discrimination. We found that women's presence on boards generates a negative impact on firm performance and this result may be due to less risky strategies implemented by women directors. This finding is interesting because it sheds light on how women can affect the functioning of a board. We also found that family firms and firms with a financial institution as the main shareholder tend to have more women on the board. Finally, we show that firms with less debt, more assets, and larger boards have more women as directors.     

Pay for Talk: How the Use of Shareholder‐Value Language Affects CEO Compensation

The language that signals conformity to a prevailing norm can contribute to the appearance of managerial competency and organizational legitimacy. We argue that top corporate managers’ use of language that is congruent with a prevailing norm leads the boards of directors to evaluate the managers more favourably and to grant a higher level of compensation. We test this argument by analysing the letters to shareholders from 334 US firms and examine the CEOs’ expression of the shareholder value principle, which is a prevailing model of corporate governance in the USA. We found that the use of shareholder‐value language is significantly related to a higher level of CEO compensation and that the effect of shareholder‐value language is greater when shareholder activism is stronger.     

When Elites Forget Their Duties: The Double‐Edged Sword of Prestigious Directors on Boards

Previous research indicates that the performance effect of prestigious directors is ambiguous. Our study addresses this issue by integrating the theoretical lens of board capital and the institutional perspective. We argue that prestigious directors can bring benefits as well as costs. We claim that the emergence of these costs depends on the institutional context, specifically the institutional characteristics of the country's corporate elite circle which is characterized by the elite cohesion and the elite exclusiveness. Our empirical results with a 15‐country sample covering the period of 2005 to 2014 provide evidence for the overall existence of a positive performance effect of prestigious boards. However, our results also indicate that these beneficial effects of prestigious boards are mitigated in countries with high elite exclusiveness. Hence, under these certain institutional conditions, the elite‐favouring behaviour of prestigious directors also brings costs.     

What have we learnt about board gender diversity as a business strategy? The appointment of board subcommittees

This paper explores whether a board's gender diversity influences the voluntary formation of its board subcommittees. Female board directorship may become a business strategy for firms if it affects the appointment of board subcommittees. We hypothesize that the voluntary creation of board subcommittees is affected by the presence of female directors on boards; the presence of independent, executive, and institutional female directors; and the proportion of shares held by female directors on boards. Board gender diversity has been measured as a proportion and with Blau's index. The results show that independent female directors are positively associated with the likelihood of voluntarily setting up all or some of the committees and a supervision and control committee. The presence of executive female directors negatively influences the probability of forming all or some of the committees, an executive committee and a supervision and control committee. The percentage of shares held by female directors has a positive effect on the voluntary creation of an executive committee. The findings also report that women directors and institutional female directors do not contribute to the voluntary creation of board subcommittees. Our evidence shows that female board directorship impacts the demand of internal control mechanisms such as board subcommittees, suggesting that firms should take it into account as a business strategy. The main implications derived from this research are relevant for Spanish policymakers and researchers because board gender diversity may play a significant role in the decision‐making processes of firms and may influence firms' outcomes.     

Who Appoints Them,What Do They Do? Evidence on Outside Directors from Japan

Although reformers often claim Japanese firms appoint inefficiently few outside directors, the logic of market competition suggests otherwise. Given the competitive product, service, and capital markets in Japan, the firms that survive should disproportionately be firms that tend to appoint boards approaching their firm‐specifically optimal structure. The resulting debate thus suggests a test: do firms with more outsiders do better? If Japanese firms do maintain suboptimal numbers of outsiders, then those with more outsiders should outperform those with fewer; if market constraints instead drive them toward their firm‐specific optimum, then firm characteristics may determine board structure, but firm performance should show no observable relation to that structure. We explore the issue with data on the 1000 largest exchange‐listed Japanese firms from 1986 to 1994. We first ask which firms tend to appoint which outsiders to their boards. We find the appointments decidedly nonrandom. Firms appoint directors from the banking industry when they borrow heavily, when they have fewer mortgageable assets, or when they are themselves in the service and finance industry. They appoint retired government bureaucrats when they are in construction and sell a large fraction of their output to government agencies, and they appoint other retired business executives when they have a dominant parent corporation or when they are in the construction industry and sell heavily to the private sector. Coupling OLS regressions with two‐stage estimates on a subset of the data, we then ask whether the firms with more outside directors outperform those with fewer, and find that they do not. Instead, the regressions suggest—exactly as the logic of market competition predicts—that firms choose boards appropriate to them.     

Ethnic diversity on top corporate boards: a resource dependency perspective

This paper examines the presence of ethnic minority (EM) directors on FTSE 100 company boards, following the 2003 Higgs Review, which strongly recommended that more efforts should be made to find talented non-executive directors with diverse backgrounds, including EM individuals. The 20 companies with EM directors are significantly more likely than other boards to have higher market capitalization, a larger workforce and a larger, more independent and gender-diverse board. Their sectors are banking and life assurance, media, pharmaceuticals, energy, chemicals, mining, telecoms, and food and beverage production. The 27 EM directors hold 28 seats, representing 2.4 per cent of all FTSE 100 directorships, almost the same as in 2001, indicating little impact of the 2003 Higgs recommendations. Next, drawing on resource dependency theory, this paper considers the human and social capital of EM directors. They have high levels of human capital, particularly advanced education and considerable social capital from connections to important resources. Even executive directors provide links to public bodies and community influence. Boardroom expertise and linkages acquired through these appointments fit well with challenges faced by companies in the sectors where EM directors have been appointed, particularly relating to globalization, post-colonialism, increased regulation, importance of CSR, reputation, learning and increased connectedness, supporting the resource dependency explanation.     

The Effect of Founding Family Influence on Firm Value and Corporate Governance

We examined a sample of 120 Norwegian, founding family controlled and non‐founding family controlled firms, to address two important research questions: (1) is founding family control associated with higher firm value; and (2) are there unique corporate governance conditions under which a founding family controlled firm can be more valuable? We find a positive association between founding family control and firm value for four alternative definitions of founding family control. We find that the association between founding family CEOs and firm value is stronger among younger firms, firms with smaller boards, and firms with a single class of shares. However, the impact of founding family directors on firm value is not affected by corporate governance conditions such as firm age, board independence, and number of share classes. We also find that the relation between founding family ownership and firm value is greater among older firms, firms with larger boards, and particularly when these firms have multiple classes of shares. Our results imply that founding family controlled firms are more valuable and governed differently than firms without such influence. Furthermore, our results also suggest that founding family CEOs can enhance firm performance when family influence does not create shareholder entrenchment or when their cash flow rights are more aligned with their control rights.     

Entrepreneurial orientation and firm performance in family SMEs: the moderating effects of family,women, and strategic involvement in the board of directors

Entrepreneurial success in family SMEs is largely determined by the knowledge, skills, and new ideas contributed by board directors, the most important actors in the formulation of corporate strategy and decision making. The composition of family SME boards has traditionally been homogeneous, as such boards usually comprise male family members. Boards’ contributions, however, depend on their level of diversity and strategic involvement. This study analyzes the moderating effects of two main sources of board diversity in family firms, family involvement level and gender diversity, as potential means of enhancing family firms’ success when exploiting entrepreneurial initiatives. This study also explores whether these two potential moderators depend on the strategic involvement of the board directors. Based on a sample of 230 Spanish family firms, we found that the link between entrepreneurial orientation and performance is stronger in firms with lower levels of family involvement and higher levels of gender diversity in the board. Moreover, the board’s high strategic involvement may strengthen the positive impact of gender diversity and change the moderating influence of family involvement from negative to positive.     

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     

Intra-Industry Capital Structure Dispersion

Why do firms in some industries exhibit very similar debt ratios, while firms in other industries do not? This paper examines the dispersion in leverage ratios among firms within an industry, and relates this dispersion to industry characteristics. We find that more concentrated industries and industries where the use of leasing is more intense exhibit greater intra‐industry dispersion. We also document greater dispersion in industries where firms use less incentive compensation, sit more insiders in their boards, are older, and have larger capital expenditures in relation to their assets.     

Human Capital and CEO Compensation during Institutional Transitions

Firms appoint CEOs with different types of human capital in order to manage resource dependencies. How CEOs are compensated thus can be conceptualized as a valuation process of how boards view the value of CEOs' human capital. Two types of human capital – international experience and political ties – have emerged as potential drivers of CEO compensation during institutional transitions. But how they impact CEO compensation has remained unclear. We develop a resource dependence‐based, contingency framework to focus on the external and internal factors that enable or constrain human capital to impact CEO compensation. Because of the tremendous regional diversity within China, externally, we focus on the level of marketization of the region in which firms are headquartered. Internally, we pay attention to two corporate governance mechanisms: politically connected outside directors and compensation committee. Data from 10,329 firm‐year observations at 94 per cent of listed firms in China largely support our framework. Overall, our study contributes to resource dependence research by extending this research to the context of institutional transitions with a focus on how human capital impacts CEO compensation.     

Board composition in small enterprises

This paper reports the results of three empirical studies of boards of directors in small enterprises in Norway. Most studies of boards of directors are concerned with the situation in large corporations. This article provides insights into board attributes and board functions in small firms. The Studies reported found that board composition is an important factor in describing and analyzing directorates. They also found that the composition of the board of directors is a function of company size and ownership structure, and that board composition varies with industry. The studies found differences in the board's strategy involvement between industries.     

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.     

On the determinant of bank loan contracts: The roles of borrowers’ ownership and board structures

Given the worldwide economic importance of bank loan financing, we empirically investigate the roles of borrowers’ ownership and board structure in bank loan terms through a comprehensive dataset, which includes the complete history of individual bank loan contracts for firms publicly listed in the Taiwan Stock Exchange (TWSE). We find that firms with smaller deviation in shareholder voting and cash flow rights, larger non-retail shareholding, fewer shares pledged by the board of directors, independent directors, and firms without dual boards are more likely to borrow from banks at lower spread. In addition, good governance practices are also associated with larger loan size or longer loan period, suggesting that banks take into account borrowers’ governance practices when designing loan contracts. This fact is consistent with the agency cost and information risk explanations of Bhojraj and Sengupta (2003). Furthermore, this study uncovers that the beneficial effect of good governance practices on bank loan contracting is more pronounced in borrowers with high leverage and poor rating, which implies that the monitoring role of governance is more crucial in risky firms. Our findings are robust to the various characteristics of firms and loans.     

Board internationalization and corporate social responsibility

This study examines the association between board internationalization and firms’ corporate social responsibility (CSR) performance in China during 2009–2019. Using a large dataset of director nationalities and CSR scores, we find that foreign directors promote CSR performance as evidenced by higher CSR scores. We further document that this relationship is more pronounced among government-controlled firms, firms with better corporate governance, and firms operating under stricter institutional environments. These findings remain valid after sequential robustness checks. Overall, our findings imply that foreign directors motivate the board of directors and their firms to actively pursue and practice social responsibility. Our study enriches the literature on the outcomes of board internationalization and determinants of CSR and provides the internationalization of corporate governance mechanisms a reasonable basis.