How Does Legitimacy Operate in Emerging Capital Markets? Investigating the Moderating Effects of Premium Listings and Firm Size on Risk

Drawing on an institutional theoretical perspective, we investigate the impact of the origins of organizational legitimacy on systematic risk using a sample of 358 Brazilian companies between the years 2002 and 2007. We regard three origins of legitimacy—formal–regulatory (presence in premium listings), cultural–cognitive (board of directors), and normative legitimacy (reputation)—to empirically investigate how a company's size and adherence to premium lists moderate other sources of legitimacy. Our results indicate that only under apparently better quality corporate governance conditions—presence in premium listings—do corporate reputation and the board of directors reduce systematic risk. In addition, we show that the effect of reputation on risk is positively moderated by firm size. Copyright © 2018 ASAC. Published by John Wiley & Sons, Ltd.     

Does gender diversity on corporate boards increase risk‐taking?

We study the impact of board gender diversity on firm risk‐taking in a developing market. Our study is drawn from a sample of 30 Tunisian‐listed firms between 1997 and 2010. First, we found that women have a risk perception that leads to risk avoidance behaviour: the presence of women directors, even when there is one woman director, is positively associated with cash ratio. Second, we showed no significant relationship between board gender diversity and the propensity to take strategic or financial risk‐taking. Third, the presence of state officer/bureaucrats and/or politically connected women have a positive effect on cash holding and investment opportunities. Finally, we found that foreign investors do not invest in firms with gender‐diverse boards. We conclude with a discussion of contributions to scholarship and practice, and present avenues for future research. Copyright © 2015 ASAC. Published by John Wiley & Sons, Ltd.     

Growth Intentions and Board Composition in High‐Growth Firms

This paper examines the influence of board composition on growth intentions of high‐growth firms. We hypothesize that gender diversity and a high proportion of independent directors on the board will reduce a firm's growth intentions, whereas founder duality will increase a firm's growth intentions. Using survey data from 773 high‐growth Norwegian firms, we find that gender diversity has a negative effect on growth intentions. A high proportion of independent directors do not facilitate further growth in high‐growth firms. Furthermore, our results indicate that the founder's presence in the decision‐making group increases a firm's growth intentions.     

Female directors,board committees,and firm performance: Time-series evidence from Turkey

We study the relationship between female representation on boards and firm value and profitability in Turkey from 2011 to 2018, relying on hand-collected data covering the vast majority of listed firms. We build several proxies of female representation on boards and find no evidence that female directors predict firm value and profitability using broad measures that are typically required or mandated by regulators. However, we find that female directors predict higher firm value when they have a more active role in board governance through board committee memberships and when they are represented in these committees in relatively large numbers. The presence of female directors, who are members of controlling families is associated with higher firm value. The presence of female independent directors is associated with higher profitability. We also study three potential channels through which female directors might influence firm outcomes and find that the presence of female directors on boards and board committees (i) facilitates the production of financial statements of higher quality; (ii) may lead to lesser incidence of violations of capital market laws and regulations, and (iii) reduces the hoarding of negative news and the related stock price crash risk. We also compare female directors to their male counterparts and find limited evidence for systematic differences.     

湖北省城乡居民收入偏低的结构性原因及调整

人均收入偏低构成当前湖北省提高消费支出比重和转变经济发展方式的＂瓶颈＂。基于经济结构决定就业结构进而决定收入水平的逻辑,湖北省城乡居民收入偏低的结构性原因在于：创业环境不佳造成了创业和就业的畸轻畸重;产业结构偏重工业化制约了社会就业总量扩大;所有制结构偏国有制拉大了部门间的工资差距;城镇化水平不高阻碍了城乡居民的收入协调增长。因此,提高湖北省城乡居民收入需要进一步调整经济结构：营造良好的创业环境,提高经营性收入比重;调整产业结构,提高非重工业部门的就业总量;调整所有制结构,提高非国有部门的工资水平;发展农业产业化经营,提高农民经营性收入;消除城镇化的体制和政策障碍,提高城镇化水平。     

Gender Diversity in Corporate Governance and Top Management

This article examines whether and how the participation of women in the firm’s board of directors and senior management enhances financial performance. We use the Fama and French (1992, 1993) valuation framework to take the level of risk into consideration, when comparing firm performances, whereas previous studies used either raw stock returns or accounting ratios. Our results indicate that firms operating in complex environments do generate positive and significant abnormal returns when they have a high proportion of women officers. Although the participation of women as directors does not seem to make a difference in this regard, firms with a high proportion of women in both their management and governance systems generate enough value to keep up with normal stock-market returns. These findings tend to support the policies currently being discussed or implemented in some countries and organizations to foster the advancement of women in business.     

商业银行公司治理结构与经营绩效研究

选取九家银行为研究样本,使用面板数据的时间固定效应模型,本文分析了商业银行的股权结构、董事会特征、监事会特征、高管激励制度、境外战略投资者的引进,对银行盈利能力和风险控制能力的影响,认为我国商业银行的内部治理结构并不能对银行盈利能力造成显著影响,但是却能显著地影响银行的信贷风险控制能力;股权集中度较高、独立董事所占比例较高,高管激励制度较健全、境外战略投资者所持股份比例较高的银行,信贷风险控制能力较强,银行的不良贷款率较低。     

Understanding the Determinants of RiskMetrics/ISS Ratings of the Quality of UK Companies' Corporate Governance Practice

We examine the determinants of RiskMetrics/ISS Ratings of the quality of UK companies' corporate governance practice and investigate whether corporate governance mechanisms and firm specific characteristics affect these ratings. We also investigate the association between firms' financial distress and these ratings. Using data for nonfinancial Financial Times Stock Exchange (FTSE) 250 firms over the 2003 to 2009 period, we find that board independence, managerial ownership, institutional ownership, firm size, and profitability are associated with firms' corporate governance ratings. In addition, we find that more independent directors on the board, more institutional ownership, and larger size lead to a high level of board‐related ratings. Finally, we find no association between corporate governance ratings and financial distress. Copyright © 2012 ASAC. Published by John Wiley & Sons, Ltd.     

Consequences of the halloween nightmare: analysis of investorsõ response to an overnight tax legislation change in the canadian income trust sector

On October 31, 2006, the Canadian federal government announced increased taxation of income trusts, beginning in 2011. Using discounted cash flow analysis, we investigated timing of the market adjustment. Energy, utility, and business trust prices dropped by predicted amounts, indicating a rational market response. Following the announcement, however, affected sectors reacted differently: Energy and utility trusts were more likely to merge within their sectors while business trusts became private equity targets. The income trust case is a classic example of a natural event, and our results underscore the efficiency of Canadian capital markets. Copyright © 2010 ASAC. Published by John Wiley & Sons, Ltd.     

我国上市公司独立董事制度若干特征分析

From three different perspectives, namely, the basic characteristics of independent directors, the percentage of independent directors on board and its relation to company performance, and the remuneration for independent directors and its relation to company performance, we could summarize implementation characteristics of the independent director institution in China: the age distribution of independent directors is relatively even and the majority of them are academic staff and researchers with business administration backgrounds; a positive relationship between the independent director’s remuneration and company performance, as well as between the number of independent directors on board and the company performance. Translated from Guanli Shijie 管理世界 (Management World), 2003, (6): 110–121     

Diversity, outside directors and firm valuation: Korean evidence

This paper examines the relationship between the diversity of independent outside directors and the valuation of Korean firms after Korea's 1998 corporate-governance reforms. First, the study finds consistent positive relationships between firm valuation and the proportion of independent outside directors with government experience, but finds negative relationships between firm valuation and the proportion of independent outside directors who are accountants. Second, the study finds that the diversity of independent outside directors' academic majors or age has consistently positive effects on firm valuation. This result implies that not only the quantity but also the quality of independent outside directors affects the valuation of Korean companies.     

Regulatory Sanctions on Independent Directors and Their Consequences to the Director Labor Market: Evidence from China

We investigate the regulatory sanctions imposed on independent directors for their firms’ financial frauds in China. These regulatory sanctions are prima-facie evidence of significant lapses in business ethics. During the period 2003–2010, 302-person-time independent directors were penalized by the regulator (the China Securities Regulatory Commission—the CSRC), and the two stock exchanges. We find that the independent directors with accounting experiences are more likely to be penalized by the CSRC, though they do not suffer more severe penalties than do the other sanctioned independent directors. We also find that independent directors suffer less severe penalties than do the insider directors. These results are consistent with the hypothesis that the sanctions on independent directors are tied to their assumed ethical and legal responsibilities. Following a regulatory sanction, penalized independent directors experience a significant decline in the number of other board seats held. However, they can gain board seats in better quality firms. We find that interlocked firms that share penalized independent directors with the fraud firm do not suffer from a valuation decline. Overall, our results suggest that regulatory sanctions have not triggered further sanctions on the penalized directors in the labor market but they have, instead, created a disincentive for these directors to serve on the company boards of high-risk firms.     

Lost in translation? Corporate governance,independent boards and blockholder appropriation

Emerging economies are oftentimes characterized by state capitalism, concentrated ownership and constrained resources, where firms face underinvestment due to resource misappropriation. The adoption of Anglo-American corporate governance practices may result in sub-optimal outcomes. We draw on the multiple agency perspective and research on cross-national governance to examine how independent directors, as agents with multiple roles, might mitigate blockholder appropriation. Using unique panel data from Russian publicly traded firms where the government and the business elite are predominant blockholders, we find that independent directors in private firms are less effective in mitigating blockholder appropriation than in state-owned enterprises. We further investigate board independence effects driven by the exposure to three international governance boundary conditions, namely Russian Multinational Enterprises, foreign listings of Russian firms, and foreign independent directors on Russian boards. Our study focuses on the agents that might assuage principal-principal conflicts, explores when ineffective governance can be minimized, and contributes to research on how governance practices developed in advanced economies get translated in emerging market economies.     

基于工作角色视角的独立董事尽责机理与实证检验

简单、程序化的工作流程以及严重的信息不对称,使得独立董事有意无意地远离了“诚实信用,勤勉尽责”的工作信条。如何才能让独立董事尽责履职发挥应有的价值,成为一个非常值得关注的理论焦点和实务难题。本文基于工作角色视角对独立董事进行了再认识,简述了其尽责的微观机理过程,并基于工作角色对企业绩效影响进行了实证研究。研究发现独立董事明确的工作角色,无论是强调其协调性、监督性还是专业性,都能降低独立董事的角色混淆和角色冲突感知,有利于提高企业绩效。更进一步,独立董事的监督性和专业性主要通过角色混淆影响企业绩效。因此提升独立董事的专业水平、协调水平和监督意识,能减少其不作为或不独立现象,有利于提高绩效。     

董事会特征与公司成长性关系的实证研究——基于创业板上市公司经验数据

以创业板上市公司2010-2013年为研究区间,以主营业务收入增长率为公司成长性指标,选择董事会规模、独立董事比例、董事长与总经理两职设置、董事学历水平、董事薪酬变量作为反映董事会特征的变量,建立多元线性回归模型,对创业板上市公司董事会特征与公司成长性惯性进行实证分析。研究表明:创业板上市公司董事会规模与公司成长性线性负相关,董事薪酬与公司成长性正相关,而独立董事比例、董事长与总经理两职合一、董事学历水平与成长性没有相关性。为进一步完善创业板上市公司董事会治理机制,提高董事会治理效率,我国应控制董事会规模,进一步完善薪酬体系和激励制度,持续完善独立董事制度,以期提高创业板上市公司的成长能力。     

The Effect of Board Characteristics on a Firm＇s Strategic Change

The purpose of this study is to identify the relationship between the characteristics of the board of directors and strategic change of a firm in the Chinese context. In this study, strategic change is defined as strategic deviation relative to industry norms and strategic variation relative to historical experiences. The size, independence and leadership structure of the board of directors are defined as the board characteristics. We then propose hypotheses on the effects of board characteristics on a firm＇s strategic change. This study takes strategic resource allocation profile as measure to calculate strategic deviation and strategic variation, and then empirically tests and verifies the hypotheses using data from Chinese publicly listed companies in the information technology industry from the year 2006 to 2010. We find that the size, independence and leadership structure of the board of directors significantly affect both strategic deviation and strategic variation. Therefore, we conclude that board characteristic affects a firm＇s strategic change. The conclusion of the study indicates that moderate reductions in the size of the board, increasing the proportion of independent directors and separating the roles of chairman and chief executive officer can facilitate promoting the process of strategic change for a firm in a dynamic environment. Through this study we re-examine the role and significance of the board of directors in strategic decision-making for a firm, and provide useful suggestions on how to form a board that can meet the needs for strategic change for a firm in a dynamic business environment.     

董事会特征、盈余管理动机与非流动资产处置

本文以沪深两市2007-2014年发生非流动资产处置损益的A股上市公司为样本,分析处置非流动资产的盈余管理动机以及公司董事会特征对真实盈余管理的抑制作用。研究结果表明：上市公司为了实现扭亏的目标,存在利用非流动资产处置收益实施盈余管理的行为;董事会治理机制中,董事长与总经理两职合一、独立董事比例和董事会开会次数与真实盈余管理水平显著负相关;相对于民营上市公司,国有上市公司真实盈余管理动机更强,其董事长与总经理两职合一和独立董事比例抑制盈余管理的功能优于民营上市公司,而民营上市公司的董事会开会次数的监督功能更为有效。     

Why and how should SHE make her way into the family business boardroom?

The most successful and longest-enduring family firms are progressively encouraging the active presence of women on their corporate boards. Why is the presence of women on boards so important for family firms? And how can policy makers and controlling owners encourage the active presence of women on family business corporate boards? By integrating the literature on women in governance and the goals of family businesses, we take a step toward increasing shareholder awareness of the economic and noneconomic benefits that women can bring to the family business boardroom. Using theory and empirical evidence, we show that the presence of women on corporate boards can be instrumental for the controlling owners of a family business to achieve prosperity and success, to preserve family cohesion, and to improve the reputation of the family and business simultaneously. Furthermore, we discuss the socioemotional and economic ramifications of excluding women from the family business board of directors. We conclude with four practical recommendations for encouraging the active presence of women on family business boards.     

浙江省上市公司董事会组成与公司绩效研究

利用浙江省上市公司的数据,应用SPSS统计软件,选择净资产收益率和每股收益作为被解释变量,选择董事会规模、独立董事比例、董事长与总经理的两职是否分离和控股股东担任董事比例四个指标作为解释变量,建立回归模型,对浙江省上市公司董事会组成与公司绩效关系进行实证分析。结果显示,控股股东成员担任的董事比例与浙江省上市公司业绩正相关,而且,董事长与总经理分设是现代公司治理的发展趋势。     

Commitment of independent and institutional women directors to corporate social responsibility reporting

This paper examines how independent and institutional women directors on boards affect corporate social responsibility (hereafter CSR) reporting. Most of the previous empirical evidence has shown a linear association between female directors and CSR disclosure, but to the best of our knowledge, no research has investigated the individual effect of independent and institutional female directors on CSR reporting. Therefore, the analysis of how the disclosure of CSR information is affected by independent and institutional women directors in a separate way merits our attention. Thus, we posit that there is a nonlinear association, concretely quadratic, between independent and institutional female directors on boards and CSR reporting. Our results demonstrate that, in line with the monitoring hypothesis, as the presence of independent and institutional women directors on boards increases, the CSR disclosure improves, but when their presence on boards reaches a tipping point (20.47% and 13.32%, respectively), CSR reporting decreases, which is consistent with the collusion hypothesis. This research contributes to the existing literature on the relationship between board gender diversity and CSR disclosure by suggesting that board structures formed by institutional and independent female directors have an effect on CSR reporting. Hence, female directors play a relevant role on boards since they may influence the CSR disclosure.