Board Governance in Canadian Universities

In response to increasing fiscal pressure, Canadian universities have turned towards managerialism, that is, applying managerial tools of business with the objectives of improving operating efficiency, raising the institution's marketability, and generating commercial revenue. In addition to employing the services of professional administrators to enhance the institution's economic performance, universities appear to be switching from a collegial model of shared governance to a corporate model of governance. An objective of this exploratory study is to examine the current state of board governance in Canadian universities. Results of a survey from 133 board members of 28 universities indicate, by and large, that board members seem to have a good understanding of their roles and responsibilities. The boards are involved in setting strategic directions, goals, and objectives, and are making operating and capital resource allocation decisions. They are also monitoring the performance of the university and the president, and are involved in recruiting, succession planning, and determining the president's compensation package. The respondents report that the board committee structure and the support provided to board members allow them to discharge their responsibilities as board members properly. There is, however, room for improvement, especially in the board's participation in defining and reviewing the institution's strategic directions, plans, goals, and objectives, as well as monitoring the performance of the university and senior administrators. Other areas for possible improvement include continuing education on matters within the board's purview as well as providing better information for decision making to board members.     

Length of Board Tenure and Outside Director Independence

I posit and test two competing views on the significance of outside director tenure lengths; the expertise hypothesis suggesting that extended board service time is a sign of director commitment, experience, and competence and the management‐friendliness hypothesis suggesting that extended board service time marks directors who befriend management at the expense of shareholders. I find evidence that Senior directors, defined as directors with twenty or more years of board service, are almost twice as likely to occupy a 'management‐affiliated' profession compared to the rest, and that they are also more likely to staff the firm's nominating and compensation committees. Senior director participation in the compensation committee is associated with higher pay for the CEO, especially when the CEO is more powerful in the firm. These results are consistent with the management‐friendliness hypothesis, and highlight a need for setting term limits for directors.     

Does powerful executive holding a dual post as the board secretary reduce nonpunitive regulation?

To test whether powerful executives serving concurrently as board secretary can influence nonpunitive administrative supervision, this paper employs a sample of 2014–2020 Chinese A-share listed companies for empirical analysis. Results show that firms with powerful executives serving concurrently as the board secretary are more likely to be questioned by the Exchanges. The mechanism test shows that powerful executives serving concurrently as the secretary can increase agency costs and reduce information quality. Further findings illustrate that for companies with powerful executives holding a dual post, the issues mentioned in the comment letters are more serious, and the probability of a late reply is higher. Moreover, the concurrent appointment of the vice president or director is more likely to cause the company to be questioned, while this is not the case for the CFO. This paper shed new insights on the evaluation of the economic consequences of the powerful executives holding a dual post as the board secretary based on comment letter data.     

Oil and wasser

It was supposed to be an amicable "merger of equals," an example of European togetherness, a synergistic deal that would create the world's second-largest consumer foods company out of two former competitors. But the marriage of entrepreneurial powerhouse Royal Biscuit and the conservative, family-owned Edeling GmbH is beginning to look overly ambitious. Integration planning is way behind schedule. Investors seem wary. But for Royal Biscuit HR head Michael Brighton, the most immediate problem is that he can't get his German counterpart, Dieter Wallach, to collaborate on a workable leadership development plan for the merged company's executives. And stockholders have been promised details of the new organizational structure, including a precise timetable, in less than a month. The CEO of the British company--and of the postmerger Royal Edeling--is furious. It's partly a culture clash, but the problems may run deeper than that. The press is harping on details that counter the official merger-of-equals line. For instance, seven of the ten seats on the new company's management board will be held by Royal Biscuit executives. Will the clash of cultures undermine this cross-border merger? Commenting on the fictional case study are Robert F. Bruner, the executive director of the Batten-Institute at the University of Virginia's Darden Graduate School of Business Administration in Charlottesville; Leda Cosmides and John Tooby, the codirectors of the Center for Evolutionary Psychology at the University of California, Santa Barbara; Michael Pragnell, the CEO and director of the board for the agribusiness firm Syngenta, based in Basel, Switzerland; and David Schweiger, the president of the Columbia, South Carolina--based management consulting firm Schweiger and Associates.     

The retention of directors on the audit committee following an accounting restatement

Prior research suggests that corporate directors suffer the loss of outside board positions following a financial reporting failure. This loss of board positions, however, does not occur at the same rate for all outside directors. To examine this apparent discrepancy between director actions and consequences, I examine whether the retention of individual directors on the audit committee is related to director characteristics and/or CEO influence over the board of directors. Results indicate that the retention of directors on the audit committee is positively related to the influence of the CEO and weakly related to the qualitative characteristics of the audit committee member. I then classify my sample of restatements based on their underlying cause and re-examine the retention of audit committee members at restating firms. Results suggest that the involvement of the CEO in the nominating process can affect the composition of the audit committee at firms where restatements are the result of intentional misapplications of GAAP.     

On the demand for independent and active audit committees

We extend the literature on director independence and the role of the board by focusing on the importance of audit committees in the contracting process. We find that the demand for independent and active audit committees is positively related to the demand for accounting certification. In particular, we find that the likelihood of a firm having a completely independent and active audit committee is negatively related to firm growth opportunities and managerial ownership and positively related to firm size and leverage. Our results suggest that audit committees are an important organizational construct related to the demand for accounting certification.     

CEO Involvement in the Selection of New Board Members: An Empirical Analysis

We study whether CEO involvement in the selection of new directors influences the nature of appointments to the board. When the CEO serves on the nominating committee or no nominating committee exists, firms appoint fewer independent outside directors and more gray outsiders with conflicts of interest. Stock price reactions to independent director appointments are significantly lower when the CEO is involved in director selection. Our evidence may illuminate a mechanism used by CEOs to reduce pressure from active monitoring, and we find a recent trend of companies removing CEOs from involvement in director selection.     

Micromanager

George Latour considers himself a good leader. As CEO of Retronics, George has a mandate to grow revenues with an eye toward taking the software-engineering firm public by 2006. At the behest of the chairman of the board, he has hired a new marketing director, Shelley Stern--"a thoroughbred" who, the chairman insists, just needs a little training in the business. George does his best to bring his new hire up to speed. He has Shelley sit in on developers' meetings, has her accompany the sales force on client calls, and even has the CFO explain the company's cash flow situation to her. He also takes pains to help her correctly position marketing and press materials. But Shelley never seems to really take the bit. In fact, Shelley considers George's hands-on management style oppressive, and she's dreadfully unhappy. What George sees as efforts to bring her up to speed, like making her go on those sales calls when she has other work to do, she views as signs that he doesn't trust her judgment. What's more, Shelley is spread too thin. Yet when she asks for help--if not additional staff, at least an outside contractor--George asks for a list of everything she's working on and tells her he'll help her prioritize. In this fictional case, a he-said, she-said debate erupts over competing management styles. Four commentators--Jim Goodnight, the CEO of SAS Institute; Mark Goulston, a psychiatrist and the senior vice president at Sherwood Partners; J. Michael Lawrie, the CEO of Siebel Systems; and Craig Chappelow, the senior manager of assessment and development resources at the Center for Creative Leadership--offer their perspectives on the problem and how to solve it.     

The Nature of Board Nominating Committees and Their Role in Corporate Governance

This study examines the association between the employment and composition of nominating committees with board and ownership characteristics. First, the results suggest that the likelihood of using a nominating committee is inversely related to the level of inside ownership and positively weakly, related to the independence, but not the number, of outside board members. Second, the percentage of insiders participating in the committee is positively related to inside ownership, and negatively related to proxies for outside director quality. Finally, outside directors are more likely to serve on the nominating committee the more outside directorships they hold, and the longer their tenure in the firm. The likelihood of insider committee membership rises with a director's equity investment, with board tenure, and with other committee memberships. Taken together, the results are consistent with nominating committees substituting inside ownership in controlling management, mostly improving board quality, and being staffed with independent, experienced, and knowledgable members.     

董事会独立性、股权制衡与财务信息质量

财务信息作为信息披露的主体,其质量高低直接关系到资本市场的有效运作,引入独立董事制度,彰显董事会的独立性以提高公司的透明度是监管机构改善公司治理结构的重要举措,但在我国一股独大,股权缺乏制衡的制度背景下,独立董事制度的实际运作效果不仅实务界缺乏统一的认识,而且学术界也没有提供可以判断的经验证据。本文利用中国资本市场的数据检验了股权缺乏制衡是否影响财务信息的质量,董事会的独立性是否有助于解决股权制衡的问题,提高公司的透明度。研究结果证实,股权缺乏制衡对财务信息质量有负面影响,董事会独立性在股权缺乏制衡的环境中能发挥监督制约作用,提高财务信息的有用性。     

Cao Guowei, New CEO of Sina.com

On May 10th, 2006, the first Chinese gateway, Sina.com, proclaimed formally to the public that its administrative team will be adjusted. Wang Yan will not hold the post of CEO any more and he was transferred to be the vice board chairman of Sina.com. The primary president and CFO, Cao Guowei, will be promoted to be president and CEO as well as the member of the board of Sina.com.     

How well-run boards make decisions

In the aftermath of seismic debacles like those that toppled Enron and WorldCom, corporate boards have been shaken up and made over. More directors are independent these days, for instance, and corporations now disclose directors' salaries and committee members' names. Research shows that most of the changes are having a positive effect on companies' performance. They are primarily structural, though, and don't go to the heart of a board's work: making the choices that shape a firm's future. Which decisions boards own and how those calls are made are largely hidden from the public. As a result, boards are often unable to learn from the best governance practices of their counterparts at other companies. This article pulls back the curtain and provides an inside look. Drawing on interviews with board members and executives at 31 companies, along with a close examination of three boardroom decisions, the author identifies several formal processes that can help companies improve their decision making: creating calendars that specify when the board and the standing committees will consider key items; drafting charters that define the decisions committees are responsible for; and developing decision protocols that divvy up responsibilities between directors and executives. The author also identifies a number of informal decision-making principles: Items that are strategically significant and touch on the firm's core values should go to the board. Large decisions should be divided into small pieces, so the board can devote sufficient attention to each one. Directors must remain vigilant to ensure that their decisions are effectively implemented. The CEO and either the nonexecutive chair or the lead director should engage in ongoing dialogue regarding which decisions to take to the full board and when. And directors should challenge assumptions before making yes-or-no decisions on management proposals.     

Confessions of a trusted counselor

Advising CEOs sounds like a dream job, but doing so can be perplexing and perilous. At times, the questions you must ask yourself-about your own motivations and loyalty-can be thornier than the organizational problems that clients face. David Nadler knows, because he has been asking himself such questions for a quarter century while advising the chiefs of more than two dozen corporations. If you're an adviser to CEOs, recognizing the pitfalls of your role may help you sidestep them. And understanding a problem's nuances and implications may help you uncover a solution. The challenges facing consultants include the following: The loyalty dilemma: Is my ultimate responsibility to the CEO, who pays for my services, or to the institution, which pays for his? Today's shorter CEO tenures and greater board oversight have diminished the top leader's power and autonomy; it's now routine for a CEO adviser to have conversations with directors about the CEO's performance. To defuse loyalty issues, the adviser should raise them with the executive at the outset of the relationship. The overidentification dilemma: How do I immerse myself in the CEO's worldview without making it my own? CEOs can be enormously persuasive, but if you don't push back, you're not doing your job. The trick is to ask probing questions without shaking the CEO's confidence that you fully comprehend the forces that shape her views. The friendship dilemma: If the CEO and I like each other, can we-should we-become friends? A successful, long-term advisory relationship with a CEO requires a strong personal connection; in some cases, that becomes a friendship. But the best relationships are characterized by the participants' clear-eyed recognition of each other's frailties-tempered, of course, by genuine affection and easy rapport.     

沉着指挥 严密组织 深切关怀——中国工商银行党委领导抗震救灾纪实

突如其来的“5·12”汶川大地震，是对整个中国的一次大检验，也是对中国工商银行的一次大检验。地震发生后，中国工商银行党委迅速决策、全面部署、沉着指挥、集中各方力量，全力组织抗震救灾。总行党委坚持以人为本，把受灾分行员工的生命安全放在首位。姜建清董事长．张福荣副行长．刘立宪纪委书记不辞辛劳，先后赶赴灾区一线慰问干部员工，现场指导抗震救灾；杨凯生行长坐镇北京，组织、指挥、协调全行全力以赴抗震救灾；李晓鹏副行长赴部队慰问解放军、武警官兵，现场解决对部队的金融服务问题……     

Corporate governance and firm value at dual class firms

This study explores whether corporate governance at dual class firms differs from that of their single class counterparts and whether firm value at dual class firms is associated with governance. Employing a sample of 1309 U.S. dual class firm‐year observations for the period 1996–2006, we show evidence that dual class firms are more likely to employ more shareholder rights provisions while exhibiting lower board and board committee independence than single class firms. The results also show that shareholder rights increase while board provisions decrease in wedge at dual class firms. Further findings underscore that firm value at dual class firms decreases in wedge, and increases in shareholder rights and in board‐related provisions, particularly in director independence. While strong board‐related governance at dual class firms is significantly positively related to firm value in a multivariate setting, shareholder rights are significantly associated with firm value only in instances of the weakest board provisions. Following unification, firms employ more antitakeover provisions while strengthening their board and board committee independence.     

The impact of board of director oversight characteristics on corporate tax aggressiveness: An empirical analysis

This paper examines the impact of board of director oversight characteristics on corporate tax aggressiveness. Based on a 812 firm-year dataset of 203 publicly-listed Australian firms over the 2006–2009 period, our regression results show that if a firm has established an effective risk management system and internal controls, engages a big-4 auditor, its external auditor’s services involve proportionally fewer non-audit services than audit services and the more independent is its internal audit committee, it is less likely to be tax aggressive. Our additional regression results also indicate that the interaction effect between board of director composition (i.e., a higher ratio of independent directors on the board) and the establishment of an effective risk management system and internal controls jointly reduce tax aggressiveness.     

Effective board monitoring over earnings reports and forecasts: Evidence from CFO outside director appointments

Prior evidence that firms adjust their board structure following accounting restatements suggests that firms expect the board to effectively monitor the firm’s financial accounting system. However, little is known about signals firms use to identify monitoring weaknesses or the types of individuals firms appoint to improve the quality of monitoring. We expand on Ghannam, Bujega, Matolcsy, and Spiropolous (2019)’s evidence that firms appoint directors with accounting experience after financial fraud by investigating whether firms that file restatements or issue highly inaccurate earnings forecasts appoint individuals with CFO experience (i.e., a subset of accounting experts) to their audit committee. We find that firms are more likely to appoint an outside director with CFO experience to the audit committee when they have recently restated earnings and when they have higher prior management forecast error. We also find that the appointment of a CFO outside director to the audit committee is followed by a lower likelihood of restatement and more accurate management forecast. Together, our results suggest that firms respond to accounting failures by appointing outside directors with CFO experience. Thus, we provide insight into the signals firms use to identify weaknesses in the monitoring of the accounting function and the types of expertise firms value in addressing those weaknesses.     

Saving money, saving lives

In 1996, Duke Children's Hospital was in serious trouble. Its $11 million annual operating loss had forced administrators to make cutbacks. As a result, some caregivers felt that the quality of care had deteriorated. Parents' complaints were on the rise. Frustrated staff members were quitting. In this article, Jon Meliones, DCH's chief medical director, candidly describes how his debt-ridden hospital transformed itself into a vibrant and profitable one. The problem, he realized, was that each group in DCH was focusing only on its individual mission. Doctors and nurses wanted to restore their patients to health; they didn't want to have to think about costs. Hospital administrators, for their part, were focused only on controlling wildly escalating health care costs. To keep DCH afloat, clinicians and administrators needed to work together. By listening to staff concerns, turning reams of confusing data into useful information, taking a fresh approach to teamwork, and using the balanced scorecard method, Meliones and his colleagues brought DCH back to life. Developing and implementing the balanced scorecard approach wasn't easy: it took a pilot project, a top-down reorganization, development of a customized information system, and systematic work redesign. But their efforts paid off. Customer satisfaction ratings jumped 18%. Improvements to internal business processes reduced the average length of stay 21% while the readmission rate fell from 7% to 3%. The cost per patient dropped nearly $5,000. And DCH recorded profits of $4 million in 2000. This first-person account is required reading for any executive seeking to revitalize a sagging organization. Meliones shares the operating principles DCH followed to become a thriving business.     

What can Canada teach us about health care financing?

Canada now spends proportionally more on health care than any other country except the U.S., Sweden and the Netherlands - about 7.2% of its GNP or about $500 per capita. Almost all Canadians (99%) are insured against the cost of all hospital and physician expenses through government health insurance programs administered by the provinces. Hospitals are reimbursed by the government 26 times per year and must work within annual budgets formulated by the Ministry of Health. The fiscal restraints imposed upon hospitals have caused them to look at expansion of shared services, regionalization and a slowed rate of growth. As in the U.S., hospital administrators complain about government regulation on the grounds that individual physicians have a much greater influence over utilization than do hospital administrators. Further hospital cutbacks will have the effect of reducing services and therefore, costs. However, there is concern that these kinds of modifications will result in services among communities which would affect the very principle of universal health insurance for Canadians.     

A股民营公司独立董事制度的控股方效应研究

上市公司治理机制的核心在董事会,而董事会结构及其治理效果又受到控股方影响。本文利用A股民营公司的数据实证考察了控股方的控制结构对独立董事比例这～治理机制的影响。结果显示,A股民营公司独立董事比例仅处于满足监管数量要求的“达标”边界,控股方的控股比例越高,越不愿强化董事会独立性;若控股方直接担任董事长或总经理、抑或两职兼任,则愿引进更多独立董事。总的说来,A股民营公司的独立董事机制难以越出控股方的意图。