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.     

Board gender diversity,environmental committee and greenhouse gas voluntary disclosures

We explore the impact of gender diversity and environmental committees on greenhouse gas (GHG) voluntary disclosures utilising a sample of 215 firms, which are listed on the London Stock Exchange market. We provide strong evidence for a strong positive association between GHG voluntary disclosures and gender diversity, which constitutes an important input to the ongoing debate about the role of women in the boardroom. The governance mechanism of environmental committees is not found to significantly affect GHG disclosures. This adds to the growing empirical evidence in the literature that questions the effectiveness of the current board structures in serving the wider needs of stakeholders and in addressing the relevant issues on climate change. Overall, our results suggest that by being diverse and open to a mixed‐gender governance approach, a firm can better serve the demands of stakeholders and legitimise their green credentials, thus gaining more trust from a broad range of stakeholders other than their shareholders. The noneffectiveness of the environmental committees in enhancing GHG voluntary disclosures demonstrates that firms may not have to directly link the relevant governance mechanism to their disclosure decisions and practices.     

Corporate social and environmental disclosure as a sustainable development tool provided by board sub-committees: Do women directors play a relevant moderating role?

The aim of this research is to examine the impact of three audit committee characteristics on corporate social and environmental responsibility (CSR) disclosure: the existence of an audit committee, audit committee independence, and audit committee financial expertise. Moreover, this research analyzes the moderating effect of board gender diversity between these audit committees' attributes and CSR reporting. The results of analyzing 13,178 firm-year observations of non-financial companies show that the presence of an audit committee and audit committee financial expertise are positively associated with CSR disclosure. However, a higher proportion of non-executive directors in audit committees has a negative effect on the disclosure of CSR information. These findings suggest that some audit committees' features play an important role in ensuring the reporting of environmental, social, and economic information. Our evidence also indicates that the presence of female directors on boards increases the positive impact of financial expert membership of audit committees on CSR disclosure, while women directors moderate any negative effect of the percentage of independent directors on audit committees on CSR reporting by increasing the latter. In addition, female directors moderate the positive impact of the existence of an audit committee on the disclosure of CSR information by reducing the latter.     

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.     

Can environmental governance lower toxic emissions? A panel study of U.S. high‐polluting industries

Firms have increasingly adopted environmental governance mechanisms in the form of environmental compensation and environmental board committees. The current study examines the argument that such environmental governance mechanisms contribute to lower toxic emissions in high‐polluting industries. The sample comprises firms that were part of the S&P 500 from the years 2006 to 2011 and were mandated to report toxic emissions to the U.S. Environmental Protection Agency under the Toxic Release Inventory program. A panel regression model with propensity score matching was employed to minimize endogeneity bias. The results indicate that environmental compensation is a compelling incentive to motivate managers to invest in long‐term and highly uncertain environmental projects. Likewise, the presence of an environmental board committee appears to be significant, suggesting that directors contribute to a firm's strategy with their expertise and political influence. This research also found evidence supporting the cumulative adoption of both environmental governance mechanisms in enhancing environmental performance and the firm's legitimacy.     

Toward sustainable corporate behavior: The effect of the critical mass of female directors on environmental,social, and governance disclosure

Boards of directors have recently become more attentive to their stakeholders' concerns, providing more transparent information and adopting more sustainable business strategies. This study investigates the influence of a critical mass of women on boards on the environmental, social, and governance (ESG) disclosure score and its three components separately. Using a sample of the FTSE-MIB listed companies in the 2005–2017 period, we show that reaching a critical mass of female board members—going from one or two women to at least three—enhances the level of ESG disclosure. The results also show that the critical mass of female board members has a positive influence on every component of the ESG score, with the highest contribution of women reaching the governance score. These findings provide insights to shareholders and policymakers and suggest that a critical mass of female board members is particularly effective in improving transparency, and it can be seen as a mechanism to transit to stakeholder governance, fostering more sustainable behavior in firms.     

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。     

Corporate governance practices that address climate change: an exploratory study

This exploratory study sought to investigate how well 98 firms in three industries, across 10 countries, are addressing climate change through five specific governance practices. The findings suggest that non‐US firms demonstrate higher performance on the governance dimensions than their US counterparts. Further, by separating firms into low versus high performers on the governance dimensions, some board structure variables, such as number of directors and an independent board chair, were associated with higher performing firms. The study contributes both to institutional and agency theory. For example, coercive isomorphisms in regions of the world, such as Europe, might be driving firms to demonstrate that they are addressing climate change at the governance level in order to gain legitimacy. As for agency theory, this study offers both confirmatory and contradictory results regarding board independence. For example, firms who separated the CEO–board chair role achieved better governance on climate change, while at the same time firms who demonstrated lack of independence with respect to the inside versus outside director ratio also achieved better governance on climate change. This paves the way for additional research in understanding how board structure influences organizational phenomena. Copyright © 2009 John Wiley & Sons, Ltd and ERP Environment.     

上市公司审计委员会与年报风险信息披露——基于管理层信息操纵视角

上市公司年报风险信息是了解公司经营现状与预测未来发展的重要信息来源,它具有信息增量价值,但容易受到管理层信息操纵的影响。审计委员会作为公司治理的独立机制,对管理层具有内部监督作用。基于此,利用2010—2021年上市公司风险信息披露数据,实证检验了审计委员会对管理层信息操纵的治理作用。研究发现,审计委员会独立性、勤勉性和专业性越强,年报风险信息披露水平越高,且在不同性质市场环境中审计委员会的治理作用存在差异。机制检验结果表明,内部控制发挥了部分中介作用;此外,在内部治理环境较弱与外部监督压力较大时,审计委员会的治理作用更加显著。结论拓展了年报风险信息披露的影响因素研究,并通过构建不同维度的风险信息指标来综合衡量披露水平,证实了审计委员会对管理层信息操纵的治理效应,为审计委员会更好发挥监督效果以及监管部门进一步完善上市公司风险信息披露制度提供了重要支撑。     

Owners’ rule-based decision-making in family firm strategic renewal

We explore the process and consequences of family firm owners applying informal rules to decision-making in the context of later-generation family firms attempting strategic renewal. Based on the case studies of two firms in a Nordic country where the owners serve as non-executive board members, and following institutional action theory, we propose that informal rules – based on historical precedents and cumulative experience – applied to a family firm’s decision-making play many roles. They sustain family traditions over time, transfer experience over generations and depersonalise family members’ use of power. In addition, the rules on governance structure, governance processes and the content of the strategies form a hierarchy and can both facilitate and hinder the renewal.     

Balancing board? The effects of board independence and capital on firms offering work‐family benefits

While prior research demonstrates the strategic human resource (HR) advantages associated with offering work–family benefits (WFBs), firms continue to be reluctant in providing their employees with these benefits. Drawing on the corporate governance and stakeholder orientation literatures, this study examines the role of board independence and capital for WFBs being offered in publicly‐traded firms. Our results demonstrate that various director independence and capital attributes are related to the firm offering WFBs. Specifically, board directors who are outsiders, women, and holders of additional directorships, with their broad stakeholder orientation, increase the likelihood of WFBs being offered by the firm [Correction added on December 14, 2017, after first online publication: the preceding sentence has been updated to clarify the findings of the study.]. These findings are of importance to HR practitioners considering the influence that corporate boards can have on the firm's use of HR practices, such as WFBs, that affect all employees, not just the executives.     

Board gender diversity and carbon emissions: European evidence on curvilinear relationships and critical mass

The role of European businesses in addressing environmental issues and climate change has taken center stage with the European Green Deal. With increasing attention to the effect of board gender diversity (BGD) on firms' environmental performance, the question arises whether BGD has any influence on carbon emissions. Based on legitimacy and critical mass theory, this study empirically investigates the impact of BGD on firms' carbon performance (CP), based on total carbon emissions intensity. The paper relies on two-stage least squares (2SLS) regressions with instrumental variable (IV) and a two-step generalized method of moments (GMM) system approach to analyze a cross-country sample of 3123 observations from non-financial firms in the European STOXX600 index over the 2009–2018 period. Our findings add to the growing empirical evidence twofold: (1) there is a robust linear and positive relationship between BGD and CP, whereas some indication of a U-shaped relationship is found; and (2) we find that a critical mass of at least two women directors needs to be reached to increase CP. Our research results contribute to the current discussion on sustainable corporate governance, especially in the European capital market, and have implications for researchers, business practice, and regulatory issues alike.     

Research on the New Developments of Corporate Governance, Board of Directors and Management Accounting

Based on corporate governance, this paper concludes that the core of corporate governance is the board of directors of the listed company. It also analyses the function of the board of directors on preparing, applying and appraising the strategic planning. It draws a conclusion that the new development of management accounting is the application of the board of directors and its several committees.     

Environmental Policy,Sustainable Development,Governance Mechanisms and Environmental Performance

We investigate the effects of environmental policy (Climate Change Act – CCA), sustainable development frameworks (Global Reporting Initiative – GRI; UN Global Compact – UNGC) and corporate governance (CG) mechanisms on environmental performance (carbon reduction initiatives – CRIs; actual carbon performance – GHG emissions) of UK listed firms. We use the generalized method of moments (GMM) estimation technique to analyse data consisting of 2245 UK firm‐year observations over the 2002–2014 period. First, we find that the CCA has a positive effect on CRIs, and this effect is stronger in better‐governed firms. Second, we find that the GRI‐based framework is positively associated with CRIs. Third, we find that firms with poor CG structures have lower actual carbon performance compared with their better‐governed counterparts. Overall, our evidence suggests that firms can symbolically conform to environmental policy (CCA) and sustainable development frameworks (GRI, UNGC) by engaging in CRIs without necessarily improving actual environmental performance (GHG emissions) substantively. Copyright © 2017 John Wiley & Sons, Ltd and ERP Environment     

Does the famine experience of board chair hamper innovation?

This study examines whether and how the famine experiences of board chairs influence the innovation of their firms. Results using a sample comprising 8882 firm-year observations from Chinese firms during the period 2003 to 2017 reveal that the board chair's famine experience has a negative effect on innovation. This negative effect is strengthened by famine intensity and high uncertainty. The obtained results are robust to alternative measures, endogeneity issues, omitted variables, and sample selection bias. Additional analyses showed that the relationship between board chair's famine experience and innovation is mediated by cash holdings and R&D investment. The overall results contribute to imprinting theory by explaining that early-life famine experiences of board chairs create survival threat imprints among them, eventually affecting their later-life behaviors. The findings also provide implications by highlighting how the early-life traumatic experiences of executives adversely influence their firms outcomes.     

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.     

Executive pay and performance: the moderating effect of CEO power and governance structure

This paper examines the crucial question of whether chief executive officer (CEO) power and corporate governance (CG) structure can moderate the pay-for-performance sensitivity (PPS) using a large up-to-date South African data-set. Our findings are threefold. First, when direct links between executive pay and performance are examined, we find a positive, but relatively small PPS. Second, our results show that in a context of concentrated ownership and weak board structures; the second-tier agency conflict (director monitoring power and opportunism) is stronger than the first-tier agency problem (CEO power and self-interest). Third, additional analysis suggests that CEO power and CG structure have a moderating effect on the PPS. Specifically, we find that the PPS is higher in firms with more reputable, founding and shareholding CEOs, higher ownership by directors and institutions, and independent nomination and remuneration committees, but lower in firms with larger boards, more powerful and long-tenured CEOs. Overall, our evidence sheds new important theoretical and empirical insights on explaining the PPS with specific focus on the predictions of the optimal contracting and managerial power hypotheses. The findings are generally robust across a raft of econometric models that control for different types of endogeneities, pay, and performance proxies.     

Determinants of board size in an emerging market

Drawing largely upon the selective adaptation paradigm, the resource dependence literature, and the capture argument, we examine determinants of board size using panel data set of Korean‐listed companies that have experienced dramatic changes in their governance system following the 1997 Asian crisis and regulatory reforms. Observing that the firm's compliance with statutory requirements reflects a strategic choice, our results also investigate the idea that the determinants of board size differ between firms actively and passively adapting to regulatory reforms. For actively adaptive firms, board size increases along with firm complexity but it varies inversely with the power of controlling shareholders (CSHs). In contrast, the roles of complexity and CSHs are not significant but seniority‐based promotion is an important factor to increase the size for the passive firms. Our results suggest that determinants of board size differ depending on corporate strategies to comply with statutory requirements in an emerging market where family business is dominant and corporate governance system has substantially changed.     

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     

Corporate governance, Sarbanes-Oxley, and small-cap firm performance

The recent debate on the onerous costs of compliance with the Sarbanes-Oxley Act has primarily focused on small firms. I study the effects of SOX compliance on such firms by comparing the performance of Canadian small-cap firms that are subject to SOX provisions with those that are not, while: (a) taking into account firms’ internal and external governance mechanisms, including the market for corporate control, and (b) accounting for the simultaneous interactions between alternative governance mechanisms and firm performance. Firms subject to Sarbanes-Oxley experienced an incremental increase in market valuation ranging between 15.7% and 34% depending on the measure of board independence used in the estimation. Some sub-optimal deployment of the endogenous governance mechanisms is observed, while the market for corporate control serves as a positive disciplining factor.