Boards of Directors and the Adoption of a CEO Performance Evaluation Process: Agency — and Institutional — Theory Perspectives

Using both agency and institutional theories, we examined factors associated with the board's adoption of a formal process for evaluating the performance of the corporation's chief executive officer (CEO). Our sample was drawn from the hospital industry. Results show that an independent board chairperson, the level of market competition and the degree of managed care penetration were significant predictors of whether or not the board had adopted a formal CEO evaluation process. These findings imply that initiatives to improve governance effectiveness based on agency theory should take into account the institutional environment of corporate boards.     

Boardroom Strategizing in Professional Associations: Processual and Institutional Perspectives*

abstract This study examines strategic decision‐making at the boardroom level of two non‐profit professional associations, penetrating directors' strategic orientations, discourse and decisions in their holistic context. In comparison with the predominantly survey and interview based literature on board level strategy behaviour, this study employs a longitudinal complete member researcher, participant observer methodology. Its findings are analysed from an institutional theory perspective and reveal selective championing of strategies by directors, the evaluation of strategic proposals and progress in predominantly financial resource/outcome terms, and directors' attention to navigating strategic initiatives through organizational politics. Also revealed are private sector philosophies imported into the non‐profit boardroom, the predominantly ceremonial role of formal strategic plans, and an informally enacted strategic discourse. This study offers a unique insider view of strategizing at the highest organizational level.     

制度视角下中国OFDI区位选择的路径研究 ——基于模糊集的定性比较分析(FsQCA)

以2015年为基期,将54个国家的中国对外直接投资(OFDI)存量作为样本,利用模糊集定性比较分析法(FsQCA),从东道国制度环境、东道国与中国之间的制度距离以及双边投资协定(BIT)三个方面考察了制度视角下中国OFDI区位选择的路径。选择了5个指标作为前因变量——母国与东道国文化距离、经济制度距离、政治制度距离、双边投资协定以及东道国制度环境,分析前因变量之间的何种组态可以最终导致结果变量——中国对东道国高OFDI投资规模的产生。研究结果表明:中国与东道国之间的文化距离小是中国对其进行OFDI投资的必要条件;东道国与中国之间签订的双边投资协定与两国之间较小的正式制度距离,包括政治制度距离和经济制度距离存在替代性;良好的东道国制度环境会对中国对其OFDI规模产生正向的影响。     

A Comparison Between One‐Tier and Two‐Tier Board Structures in France

French companies operate in a unique environment characterized by the strong involvement of block shareholders such as families and banks. Furthermore, the French legal system allows firms to choose between a one‐tier or a two‐tier board structure. This study investigates whether this choice can affect the firm's operating and stock performance. Our regression results provide strong evidence that ownership and board structures are used together as corporate governance tools. In particular, the agency cost of debt is strongly affected by their interaction when institutional investors are also bank lenders. Our test results show that while family control has a negative impact on corporate governance, French institutional blockholders play a positive role as monitors of one‐tier structures. In contrast, they are more likely to misuse the two‐tier board system by promoting interlocked directorship, board opacity and their own interests as creditors. Our regression analysis reveals that foreign institutional investors do not have any impact on firm performance, regardless of board structure. Finally, we do not find any inverse relationship between board size and efficiency in France.     

New career models in UK professional service firms: from up-or-out to up-and-going-nowhere?

In this paper, we empirically examine how professional service firms are adapting their promotion and career models to new market and institutional pressures, without losing the benefits of the traditional up-or-out tournament. Based on an in-depth qualitative study of 10 large UK based law firms we find that most of these firms do not have a formal up-or-out policy but that the up-or-out rule operates in practice. We also find that most firms have introduced alternative roles and a novel career policy that offers a holistic learning and development deal to associates without any expectation that unsuccessful candidates for promotion to partner should quit the firm. While this policy and the new roles formally contradict the principle of up-or-out by creating permanent non-partner positions, in practice they coexist. We conclude that the motivational power of the up-or-out tournament remains intact, notwithstanding the changes to the internal labour market structure of these professional service firms.     

董事会结构与技术创新绩效的关联性研究——来自中国中小上市公司的经验证据

结构合理且运作良好的董事会应当以公司的长远发展为主旨,更加偏好于公司成长的科学决策.因此,对于技术创新这类长期投资,中小上市公司的董事会治理也起到较为显著的作用.本文运用2007～ 2010年中国中小上市公司面板数据,对董事会结构与技术创新水平的关联性进行实证检验得出,董事会规模与技术创新投入与产出均具有显著的倒U型关系,董事会独立性、两职合一与技术创新产出之间存在显著的正相关关系.因此,中小上市公司应保持合理董事会规模,在董事会多样化与决策效率之间找寻平衡点,同时加强董事会独立性,并强化独立董事监督的积极性.     

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.     

Institutional distance,host country and international business experience,and the use of parent country nationals

This study examines how the institutional distance between a host country and a home country influences foreign subsidiary staffing, and how overseas business experience moderates the effect of institutional distance. Hypotheses regarding the effect of institutional distance on foreign subsidiary staffing are empirically tested using a sample of 2,980 foreign subsidiaries of Japanese firms. This study shows that although the ratio of parent country nationals to subsidiary employees decreases when firms face greater institutional distance, the absolute number of parent country nationals assigned to the subsidiary increases. This study also shows that firms with more overseas business experience replace host country nationals with parent country nationals when there is greater institutional distance.     

Board size,social trust,and corporate risk taking: Evidence from China

This paper examines the relationship between board size and corporate risk taking, as well as the moderating effects of regional‐level social trust. Results show that larger boards have greater difficulty in achieving consensus on extreme decisions and thus tend to reduce firm risk taking in a Chinese context. Moreover, social trust had a significant moderating effect on the relationship between board size and corporate risk taking. This study contributes to the risk taking literature by testing the board size‐risk taking linkage in a Chinese context and offering an explanation based on internal board governance and external informal institution heterogeneity.     

欧美国家第二住宅政策及其对中国的启示

本文以欧美国家为例，通过建立制度环境、地方影响和第二住宅政策分析框架来说明第二住宅是在特定制度环境下的产物，并针对第二住宅的不同影响程度提出相应的政策，指出借鉴欧美国家的第二住宅政策必须要考虑制度环境的差异，以及地方影响程度的差异和政策作用机制。文章还分析了中国的制度环境和第二住宅的地方影响，以及现有政策的演变和存在的问题，提出了相应的政策建议。     

Institutional Path Dependence in Competitive Dynamics: The Case of Paper Industries in Finland and the USA

Prior research on competitive dynamics has failed to offer tools to understand distorted patterns of competition that emerge from distinct institutional and historical contexts. Our analysis suggests that a joint effect of institutional rules, governance structures, and shared cognition plays a pivotal role in firm‐level competitive behavior and capability development. We show how globally significant market positions can result from specific institutional arrangements between firms and governments, especially if coupled with interfirm contractual commitments. Our results call for more attention to these interfirm commitments that are built on formal rules and governmental support, but whose impact they yet exceed. Copyright © 2016 John Wiley & Sons, Ltd.     

PLANNING AND GOVERNANCE IN A POSTCOLONIAL CONTEXT: A Historical Institutionalist Approach to Land Use Planning in Morocco

This study is concerned with the way colonial land use planning practices have persisted within local institutional structures in the former French colony of Morocco. We use a historical institutionalist approach to reevaluate Morocco's land use planning history and identify key feedback mechanisms that support the continuity of colonial practices within the Moroccan planning institutional structure. We used institutional mappings to identify key actors involved in planning and examined the formal power relations between them. Interviews were used to discuss the effect of informal interactions on the development of land use plans. We argue that aspects of French colonial planning that persisted within the Moroccan local institutional structure have created constraints for Moroccan land use planning. We focus in particular on how a centralist formalization of planning institutions has hampered the effectiveness of decentralization reforms and explain how institutional patterns deriving from the French paternalist approach to colonial rule have persisted in the form of a duality in modern planning structures. Finally, we argue that this path dependence has been strengthened by the creation of the derogation system as a potential way out for actors who are most capable of inducing change.     

Corporate governance and stock price crash risk: Evidence from Taiwan

Managers are likely to withhold negative news to protect their own interests. When they can no longer withhold such news, extreme negative returns and a stock price crash (SPC) follow. This study explores whether a favorable corporate governance (CG) mechanism helps reduce SPC risk. The findings reveal that CG affects SPC risk. Moreover, the effects of institutional ownership, board size, and disclosure violation frequency are particularly significant in family-owned businesses. We also examine the effectiveness of CG evaluation (CGE) in Taiwan and discover that companies with high rankings are substantially less likely to encounter an SPC. This study verifies that CGE can be considered an indicator of SPC risk.     

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.     

The determinants of board composition: An agency theory perspective

This study examines the interrelation between board composition and variables that capture various agency and financial dimensions of the firm. The agency literature suggests that outside directors on the board provide important monitoring functions in an attempt to resolve, or at least mitigate, agency conflicts between management and shareholders. The agency literature indicates that other mechanisms such as managerial equity ownership, dividend payments, and debt leverage also serve as important devices in reducing agency conflicts in firms. This study argues and documents that an inverse relationship exists between the proportion of external members on the board and managerial stock ownership, dividend payout, and debt leverage. This is consistent with the hypothesis that individual firms choose an optimal board composition depending upon alternative mechanisms employed by the firm to control agency conflicts. Board composition is also found to be systematically related to a number of other variables including institutional holdings, growth, volatility, and CEO tenure.     

董事网络、公司中心度与投资效率

本文使用2000—2013年沪深A股的董事会数据,借鉴社会网络研究方法,构建上市公司的董事网络,探索公司的董事网络与投资效率的关系。研究发现,公司在董事网络中的中心度越高,投资效率越高。结合地区市场化进一步分析发现,市场化程度低的地区,连锁董事网络对投资效率的促进作用越显著。同时,两者的相关关系主要体现在国有企业中,在非国有企业中不显著。本文的研究不仅丰富连锁董事的研究,并且验证了在市场的正式制度不够完善的情况下,公司的社会网络是一种重要的资源配置方式。     

CORPORATE BOARD SIZE, COMPOSITION AND CORPORATE FAILURES IN RETAILING INDUSTRY[1]

In recent years some activists have advanced proposals to reform corporate boards, notably their structure and process, to assure desirable corporate governance. the empirical question, however, is whether such formal board changes would guarantee good governance. This paper examines this issue by studying the differences in the board size and board composition of 21 pairs of failed and non-failed firms. the results suggest that the non-failed retailing firms, as compared to failed ones, tend to have bigger boards within the size range suggested by the activists. the differences in the percent of outsider directors and multiple offices held by C.E.O.s between the failed and non-failed firms were not significant. Implications of the results for the evaluation of board reforms are discussed.     

The influence of ownership structure and board independence on the cost of debt in BRIC countries

Agency theory predicts that the default premium on debt is determined by the intensity of agency conflicts since they affect the risk of debtholders. This effect is especially important in emerging countries with high ownership concentration and low protection of minority owners. This paper presents an empirical analysis of the influence of ownership structure and board independence on the cost of debt in BRIC countries over the period 2007–2020. The main finding of the study is the presence of significant country-specific effects of ownership structure on the cost of debt measured with the G-spread on corporate bonds, as well as the absence of effects of board independence. According to our results, concentrated ownership and state ownership increase the cost of debt in Brazil and Russia, while decreasing it in China. We reveal that institutional investors help mitigate the risks of debtholders in China, while insider ownership decreases the default risk in Brazil.     

Change and development in pluralistic settings: an exploration of HR practices in Chinese township and village enterprises

Very few systematic studies have been conducted on the managerial practices of Chinese Township and Village Enterprises (TVEs) despite their increasing contributions to China's economic development. Focusing on the HRM practices in ten different TVE organizations in a new city in Southeastern China, this study aims at filling a gap in the literature by exploring the general HRM practices in those organizations. Results show that HRM practices in TVEs, although still relatively primitive compared to those in state-owned enterprises (SOEs), have been much more formalized recently. Employees are now mostly selected rather than referred by existing employees or ' guanxi ' as they were previously. New employees in many large TVEs are now trained through formal procedures rather than through apprenticeships, and pay is tightly linked to performance and skill levels. However, in smaller TVEs, HR practices are less formalized. The study points out that the firm size may be an institutional factor affecting the implementation of formal HRM practices. Yet, regardless of the form of personnel management, HRM practices are shown to be a very important factor in the economic success of TVE firms. Further studies are necessary to understand HRM and other managerial practices in TVEs and to test the relationships between HRM practices and firm performance among the TVEs.     

The salient role of institutions in Women’s entrepreneurship: a critical review and agenda for future research

Institutions play an important role in women’s and men’s entrepreneurial behaviors. This article provides a systematic review of institutions and women’s entrepreneurship literature through an institutional lens, with a particular focus on informal and formal institutions. The article sets out to explore institutions for women’s entrepreneurship, illustrating why having an institutional perspective of women’s entrepreneurship contributes to a deeper understanding of the phenomenon. To reach this aim, we analyze and classify the scholarship by explanatory factors and type of informal and formal institutions. The article suggests that gender roles, as an informal institution, influence the creation of both informal and formal institutions, and in turn, the women’s entrepreneurial behaviors is based on gender roles. Finally, a theoretical model is developed, which allocates women’s entrepreneurship in the center and shows the role of institutional environment in their decision to start new ventures. Implications for future research are finally discussed.