Corporate Social Responsibility and NGO Directors on Boards

Journal of Business Ethics - In the years 2009 to 2016, approximately 35% of Standard & Poor’s (S&P) 500 firms had at least one director with a professional background in...     

Corporate Communication and Impression Management – New Perspectives Why Companies Engage in Corporate Social Reporting

This paper addresses the theoretical framework on corporate social reporting. Although that corporate social reporting has been analysed from different perspectives, legitmacy theory currently is the dominating perspective. Authors employing this framework suggest that social and environmental disclosures are responses to both public pressure and increased media attention resulting from major social incidents such as the Exxon Valdez oil spill and the chemical leak in Bhopal (India). More specifically, those authors argue that the increase in social disclosures represent a strategy to alter the public's perception about the legitimacy of the organisation. Therefore, we suggest using corporate communication as an overarching framework to study corporate social reporting in which corporate image and corporate identity are central.     

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.     

Non-executive directors in the Netherlands: another expectations gap?

Notwithstanding the importance of non-executives as a control mechanism to reduce the potential divergence between corporate management and shareholders and the increasing attention they receive from both regulators as well as the media, research concerning non-executives is still in its infancy. This dearth of knowledge may account for the unrealistic expectations the public is said to have of non-executive directors. However, no study has previously looked into possible expectations gaps regarding non-executive directors. This study fills that lacuna and reports the results of a survey sent to more than 1,000 non-executive directors, employee representatives, and institutional investors from the Netherlands. Although we do not find an expectations gap regarding nonexecutive directors' main function, gaps are found with respect to stakeholders' satisfaction with current functioning of non-executive directors and non-executives' roles concerning directors' remuneration. Furthermore, a gap is also present with respect to the interests non-executive directors should serve. The results indicate that, notwithstanding the Cadbury and Peters Committees, the public's confidence in corporate governance has not yet been fully restored.     

State Ownership,Socio-political Factors,and Labor Cost Stickiness

This article examines the effect of state ownership on the labor cost stickiness of firms in 22 European countries. States are more likely to interfere in the decision-making processes of state-owned enterprises (SOEs) and demand firm activities that are desirable from a socio-political perspective. For example, to win political support, politicians may instruct SOEs to avoid layoffs to minimize unemployment rates. The varied objectives of SOEs also make it more difficult to control managers' behavior, leaving more room for managerial discretion and the pursuit of self-interests through empire-building behavior. Both state intervention and managerial self-interest restrain managers from laying off employees or reducing employee wages when sales decrease, which may lead to greater labor cost stickiness. Data from 1993 to 2012 reveal that SOEs exhibit greater labor cost stickiness than private firms, and their labor cost stickiness also varies predictably with socio-political variables such as election years and left-wing governments.     

Say-on-Pay Votes: The Role of the Media

Abstract

We investigate the association between the media coverage of firms’ CEO pay packages and subsequent shareholder voting on say-on-pay resolutions, and find that negative media coverage is able to predict shareholder discontent over say on pay. When we divide media coverage into coverage in the financial and business press versus coverage in the general press, we find that shareholder voting on say-on-pay resolutions is mainly associated with the articles from the financial and business press. This suggests that the media cannot be considered a homogeneous information source that is equally able to predict shareholders’ voting behaviors. As such, our findings have important implications for studies on the role of the media in corporate governance.     

Does obfuscating excessive CEO pay work? The influence of remuneration report readability on say-on-pay votes

This paper assesses whether reducing ‘readability’ is an effective obfuscation strategy for influencing the level of shareholder say-on-pay voting dissent in firms with excessive CEO pay. Based on a sample of UK-listed firms, our results indicate that in cases of excessive CEO pay, a less readable remuneration report is associated with reduced say-on-pay voting dissent. However, the effect of the obfuscation strategy diminishes as institutional ownership increases. Using obscurely written remuneration reports may even backfire (i.e. associated with increased voting dissent) when a firm’s majority shares are held by institutional investors. Our results are robust to controlling for compensation contract complexity as well as other alternative explanations. The results are also robust to various controls for endogeneity including a two-stage instrumental variable approach and propensity-score matching. Our findings offer regulatory implications that regulators could minimize the use of ‘obfuscation’ in pay-related disclosures by prescribing how information is to be presented.     

Strangers on the board: The impact of board internationalization on earnings management of Nordic firms

The internationalization of firms has led to boards becoming more international as well. In this study, we investigate the consequences of board internationalization. In particular, by drawing on research on language and board dynamics, we identify theory-based reasons why board internationalization could increase, or decrease, earnings management practices. We use agency theory, stressing how board internationalization may positively or negatively affect monitoring quality of boards. Next to agency theory, we use theories explaining how language differences in the boardroom complicates communication and how differences in language structures (referred to as linguistic relativity in the literature) affect directors’ perception and detection of earnings management practices. Using a sample of 3249 firm-year observations representing 586 non-financial listed Nordic firms during 2001–2008, we find that the presence of non-Nordic foreign directors on the board is associated with significantly higher levels of earnings management. Our analysis indicates that this effect is driven by language-related factors, as well as by the level of foreign board members’ accounting knowledge.     

Letters to the shareholders: A content analysis comparison of letters written by CEOs in the United States and Japan

Previous studies suggest that letters to the shareholders are widely used in investors' decision-making processes. Letters to the shareholders, however, are unaudited and usually not subject to regulation. Hence, CEOs may use them strategically to manage the impressions shareholders have of the company. This paper focuses on letters to the shareholders from Japanese and U.S. companies. The research examines whether U.S. and Japanese CEOs explain the causes of good and bad news in different ways. The findings point to a number of interesting differences between the U.S. and Japanese letters to the shareholders, including: (1) that U.S. CEOs in particular emphasize good news; (2) that Japanese and U.S. letters are statistically indistinguishable with respect to the extent to which CEOs claim responsibility for good news; and (3) that while CEOs in general ascribe bad news to causes beyond their control, this tendency is particularly strong in Japanese letters. The implications of the study for both investors and regulators are discussed.