What do boards really do? Evidence from minutes of board meetings

We analyze a unique database from a sample of real-world boardrooms — minutes of board meetings and board-committee meetings of eleven business companies for which the Israeli government holds a substantial equity interest. We use these data to evaluate the underlying assumptions and predictions of models of boards of directors. These models generally fall into two categories: “managerial models” that assume boards play a direct role in managing the firm, and “supervisory models” that assume that boards monitor top management but do not make business decisions themselves. Consistent with the supervisory models, our minutes-based data suggest that boards spend most of their time monitoring management: approximately two-thirds of the issues boards discussed were of a supervisory nature, they were presented with only a single option in 99% of the issues discussed, and they disagreed with the CEO only 2.5% of the time. Nevertheless, at times boards do play a managerial role: Boards requested to receive further information or an update for 8% of the issues discussed, and they took an initiative with respect to 8.1% of them. In 63% of the meetings, boards took at least one of these actions or did not vote in line with the CEO. Taken together our results suggest that boards can be characterized as active monitors.     

Corporate Governance and the Cost of Capital: Evidence from Australian Companies

The authors examine a sample of large Australian companies over a 10‐year period with the aim of analyzing the role that firm‐level corporate governance mechanisms such as insider ownership and independent boards play in explaining a company's cost of capital. The Australian corporate system offers a unique environment for assessing the impact of corporate governance mechanisms. Australian companies have board structures and mechanisms that are similar in design to Anglo‐Saxon boards while offering a striking contrast to those of German and Japanese boards. At the same time, however, the Australian market for corporate control is much less active as a corrective mechanism against management entrenchment than its U.S. and U.K. counterparts, making the role of internal governance mechanisms potentially more important in Australia than elsewhere. The authors report that greater insider ownership, the presence of institutional blockholders, and independent boards are all associated with reductions in the perceived risk of a firm, thereby leading investors to demand lower rates of return on capital. In so doing, the study provides evidence of the important role of corporate governance in increasing corporate values.     

Board of Directors and CSR in Banking: The Moderating Role of Bank Regulation and Investor Protection Strength

This paper brings together research on boards of directors as the backbone of corporate governance and corporate social responsibility (CSR) practices in the banking industry. The underlying idea is that some characteristics of bank boards, in particular independence and gender diversity, may impact the CSR commitments of banks. By making use of a sample of 159 banks in nine countries during the period 2004–2010, our empirical evidence suggests that banks with more independent directors and more female members on their boards incline toward socially responsible behaviour. Our results also suggest that institutional factors play a significant role in these effects. They show that in greater regulatory and stronger investor protection environments, board independence and gender diversity have more influence on the social behaviour of banks.     

Diverse boards: Why do firms get foreign nationals on their boards?

Corporate boards are the focal points for strategy and investment related firm decisions, and hence they embody the key features of production and management. In this paper, using a unique dataset of listed firms, we examine the determinants of board diversity based on directors' nationalities and ask whether the presence of foreign directors on boards contributes in some way to firm governance and performance. Our results show that boards containing diverse nationalities are positively and significantly associated with shareholder heterogeneity and the firm's international market operations. Nationality diversity is also positively related to operating performance. Moreover, as we find, institutions relating to investor engagement play an important role in influencing the nature and consequences of board diversity.     

The impact of board size on firm performance: evidence from the UK

We examine the impact of board size on firm performance for a large sample of 2746 UK listed firms over 1981–2002. The UK provides an interesting institutional setting, because UK boards play a weak monitoring role and therefore any negative effect of large board size is likely to reflect the malfunction of the board's advisory rather than monitoring role. We find that board size has a strong negative impact on profitability, Tobin's Q and share returns. This result is robust across econometric models that control for different types of endogeneity. We find no evidence that firm characteristics that determine board size in the UK lead to a more positive board size–firm performance relation. In contrast, we find that the negative relation is strongest for large firms, which tend to have larger boards. Overall, our evidence supports the argument that problems of poor communication and decision-making undermine the effectiveness of large boards.     

Private Equity vs. PLC Boards in the U.K.: A Comparison of Practices and Effectiveness

The consistently higher returns generated by the most successful private equity firms have been attributed in part to their willingness to take on high levels of debt and their ability to exit from their investments at attractive multiples. But recent research suggests that the largest contributor to the superior performance of the best PE firms has been their ability to improve the operating performance of the companies they buy. And as the authors of this article argue, a key source of such improvements are fundamental differences in the way boards function in the public and private realm.
Using in-depth interviews with 20 executives who have served on both PE and plc boards of relatively large U.K. companies, the authors provide a number of suggestive insights into such differences:
Perhaps the most visible of these differences is the "single-minded" focus of PE boards on "value creation," as contrasted with the focus of plc boards on issues of "governance" and "compliance."
Whereas PE boards view their role as "leading" the strategy of the firm and overseeing its execution by top management, plc boards are described as "monitoring" or "accompanying" strategies that are proposed and executed by management.
Whereas PE boards report near-complete alignment of objectives between executive and non-executive directors, plc boards are described as having multiple commitments to and priorities that are divided among multiple stakeholders.
Finally, whereas PE board members undergo an intensive "due diligence" process when joining boards, have frequent ongoing contacts with management, and focus heavily on the cash-generating capacity of the business, initiations of plc board members are much more formal and ceremonial, their dealings with operating management are few and limited, and the information provided them has an "accounting" orientation and covers a broad range of subjects and corporate "responsibilities."     

Fetching better deals from creditors: Board busyness,agency relationships and the bank cost of debt

In a cross-country setting, we document that busy boards of directors (i.e., outside directors with multiple directorships) enhance a bank's financing capacity by lowering its cost of debt, which is consistent with the signalling quality hypothesis. Our analysis further reveals that this negative association is more pronounced in conventional banks than their Islamic counterparts. Possibly owning to the distinctive governance structure and the complexity of the Islamic business model, which requires closer monitoring, Muslim debtholders might depreciate a busy board of directors as it is likely to associate with lower scrutinising effectiveness. Our results provide a positive counterpoint to the negative relationship that exists between busy directors and firm performance, and contributes to understanding the indispensable role busy boards play in debt financing.     

What's Different About Public and Non-Profit 'Turnaround'?

This article reconstructs the literature on corporate turnaround in terms of its recurring features. It then tests these against the experience of four very different cases of the turnaround or attempted turnaround of public and non-profit organizations. It concludes that while some concepts from the corporate literature usefully highlight important aspects, other critical complicating features of what is needed to achieve a turnaround in public and non-profit contexts would be overlooked or poorly treated if the situation were considered simply in these terms. These complicating features deserve the attention both of practitioners and researchers.     

Theme: Whole of government accounting— international trends

This article reconstructs the literature on corporate turnaround in terms of its recurring features. It then tests these against the experience of four very different cases of the turnaround or attempted turnaround of public and non-profit organizations. It concludes that while some concepts from the corporate literature usefully highlight important aspects, other critical complicating features of what is needed to achieve a turnaround in public and non-profit contexts would be overlooked or poorly treated if the situation were considered simply in these terms. These complicating features deserve the attention both of practitioners and researchers.     

A '3Rs' Strategy for Public Service Turnaround: Retrenchment, Repositioning and Reorganization

Problems of public service 'failure' are high on the political agenda in the UK, and many national and local organizations are searching for effective turnaround strategies. Although little research on turnaround in the public sector has been undertaken, there is a substantial number of studies of decline and recovery in private firms. Evidence from these studies suggests that turnaround is more likely in companies that pursue retrenchment, repositioning and reorganization. The relevance of this '3Rs' strategy to the public sector is analysed, and the potential consequences for public service improvement are evaluated. This article will help managers to think more clearly about turnaround strategies that could work in their organizations.     

The Role of Leadership in the Turnaround of a Local Authority

This article examines leadership behaviour during a successful turnaround in a public services organization. Using findings from recent research on leaders in the public services, this article sets out a number of propositions about leadership behaviour. Then a case study of Newham Council from 1996 to 1999 is analysed to show that effective public services leaders do not simply work through visions, communications and empowerment. Successful leadership appears to be much more complex in turnaround situations than is suggested by much of the literature on visionary and transformational leaders.     

Organizational Failure and Turnaround: Lessons for Public Services from the For-Profit Sector

As the performance of public services is increasingly scrutinized, it is now commonplace for some schools, hospitals, local authorities and other public organizations to be deemed ‘failing’ and for attempts to be made at creating a turnaround in their performance. This article explores the literature on failure and turnaround in for-profit organizations, presents a number of models or frameworks for describing and categorizing failure and turnaround, and examines the relevance and transferability of theoretical and empirical studies in the for-profit sector to the emerging field of failure and turnaround in public services.     

Organizational Failure and Turnaround: Lessons for Public Services from the For-Profit Sector

As the performance of public services is increasingly scrutinized, it is now commonplace for some schools, hospitals, local authorities and other public organizations to be deemed 'failing' and for attempts to be made at creating a turnaround in their performance. This article explores the literature on failure and turnaround in for-profit organizations, presents a number of models or frameworks for describing and categorizing failure and turnaround, and examines the relevance and transferability of theoretical and empirical studies in the for-profit sector to the emerging field of failure and turnaround in public services.     

Intervention or Persuasion? Strategies for Turnaround of Poorly-Performing Councils

This article provides early results from a long-term evaluation of the turnaround strategies by poorly-performing local authorities in England. The history and theory behind central government interventions into local government is reviewed, focusing on the Comprehensive Performance Assessment (CPA). The journeys taken by 10 local authorities, after being labelled as 'poor' or 'weak', are described and these responses are located within the literature on theories of turnaround and public sector service improvement. The authors conclude by setting out a research agenda for the future.     

Impact of family dominance on monitoring of earnings management by audit committees: Evidence from Hong Kong

This study examines whether the establishment of audit committees by Hong Kong firms would constrain earnings management, especially in firms with family-dominated corporate boards, a condition unique to Hong Kong. The study uses the methodology of three-stage (3SLS) regression analyses to control for endogeneity among earnings management, voluntarily established audit committee, and corporate board size. The results of regression analyses based on 523 observations for the period of 1999-2000 when the audit committees were first established by Hong Kong firms show that overall audit committees play a significant role in constraining earnings management even in the business environment of higher ownership concentration. The effectiveness of audit committees is, however, significantly reduced when family members are present on corporate boards, especially when family members dominate the corporate board.     

The Use of Budget Reforms to Modernize Governance in German Local Government

This article provides early results from a long-term evaluation of the turnaround strategies by poorly-performing local authorities in England. The history and theory behind central government interventions into local government is reviewed, focusing on the Comprehensive Performance Assessment (CPA). The journeys taken by 10 local authorities, after being labelled as ‘poor’ or ‘weak’, are described and these responses are located within the literature on theories of turnaround and public sector service improvement. The authors conclude by setting out a research agenda for the future.     

Board governance and bank performance: A meta- analysis

Using a database of 56 studies on corporate governance in the banking industry that were published between 2007 and 2019, this study performs a meta-analytic review to examine the impact of board governance on bank performance. We investigate how board size, CEO duality, outside directors, and female directors on board play a role in determining bank performance. Variations in the relationship between board governance and bank performance that attribute to moderating effects of potential moderators, including the system of corporate governance, bank performance measures, the definitions of governance variables, publication quality, and endogeneity concerns, are also encapsulated. Our study shows that bank performance is positively associated with larger boards and a high proportion of outside and female directors, supporting the resource dependence theory. We find that the moderating variables considerably alter the link between board governance and bank performance. The study offers ways to enhance board effectiveness by enforcing governance practices in the banking systems based on each countries’ legal and institutional framework and suggests reconsidering mandates for smaller boards and duality on boards of banking firms.     

From Member of the Company to Registered Auditor: The Role of the External Auditor in Corporate Governance

Corporate governance has often been defined in a narrow way as comprising 'the range of control mechanisms that protect and enhance the interests of shareholders of business enterprises' ( Fama and Jensen 1983 ). In the corporate governance literature there has also been a general focus on the structure and functioning of boards of directors and the responsibilities of audit committees in relation to external auditing ( Rosenstein and Wyatt 1990 ; Shleifer and Vishny 1997 ). This article looks at the evolution of the role of external auditing in corporate governance. The role of the external auditor has changed through time, and consequently it should not be assumed that the role of external auditing is fixed or that it cannot be changed to meet societal needs and expectations. This observation leads to the primary argument of our article, which is that the role of the external auditor in corporate governance ought to be expanded in order to enhance the effectiveness of corporate governance for the benefit of a wider spectrum of stakeholders and society generally.     

The effect of strategic and operating turnaround initiatives on audit reporting for distressed companies

Empirical research on the effect of turnaround initiatives on audit reporting is scant. This paper addresses this gap by examining audit reporting for distressed companies and its association with a broad array of strategic and operating turnaround initiatives. In particular, we study the association between business risk information and going-concern decisions for distressed clients. Using a sample of distressed firms in the US manufacturing industry, we find that both short-term cash flow potential as well as strategic growth and hence long-term cash flow potential are necessary for strategic turnaround initiatives to have a mitigating impact on the auditor’s going-concern decision. Strategic turnaround initiatives for which only one of these two conditions holds and operating turnaround initiatives appear to function as going-concern risk factors as they are associated with a higher likelihood that a going-concern opinion will be issued. We also find that specialist and non-specialist auditors assess the mitigating potential of some but not all turnaround initiatives differently. Overall, our results suggest that auditors’ strategic risk assessment (typically done in a business risk auditing context) is associated with the outcome of the audit process (the opinion).     

Tracing back to the source: Understanding the corporate governance of boards of directors in Chinese SOEs

Based on the relevant theories of corporate governance and the special institutional background of Chinese state-owned enterprises (SOEs), this paper systematically reviews the literature on the independence and governance effect of SOE boards. We find that the governance effect of SOE boards is driven by the dual characteristics of SOEs: state involvement in ownership and market incentives. With the state involved in ownership, SOEs adhere to the leadership of the Communist Party of China (CPC), which results in an enhanced governance effect. Under market incentives, SOEs tend to have an optimal board structure that helps mitigate both the shareholder–management agency problem (Type I agency problem) and the controlling shareholder–minority shareholder agency problem (Type II agency problem). In terms of the governance effect of boards, directors appointed by non-controlling shareholders are effective in alleviating Type I and Type II agency problems, and this highlights the importance of mixed-ownership reforms in SOEs. Independent directors, especially those with a professional background, also play a role in improving corporate governance. However, independent directors in SOEs have relatively weak incentives to monitor, which limits their governance effect. This paper shows positive implications for promoting mixed-ownership reforms and improving board governance in SOEs.