Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?

Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director compensation between acquiring and control firms. Outside directors of acquiring firms earn more than twice as much as their counterparts in the matched-sample. S. Trevis Certo is an associate professor and Mays Research Fellow in the Mays Business School at Texas A&M University. He received his Ph.D. in Strategic Management from the Kelley School of Business at Indiana University. His research focuses on corporate governance (boards of directors, ownership structure, and CEO compensation), top management teams, initial public offerings (IPOs), and research methodology. Richard H. Lester is a clinical associate professor and Director of Academic Entrepreneurship Programs in the Mays Business School at Texas A&M University. He received his Ph.D. degree in Strategic Management from the Mays Business School at Texas A&M University. His current research interests focus on corporate governance, upper echelons and entrepreneurship. Catherine M. Dalton holds the David H. Jacobs Chair of Strategic Management in the Kelley School of Business, Indiana University. She also serves as Editor of Business Horizons, as Research Director of the Institute for Corporate Governance, and as a Fellow in the Randall L. Tobias Center for Leadership Excellence. She received her Ph.D. degree in Strategic Management from the Kelley School of Business, Indiana University. Professor Dalton's research is in corporate governance, with particular expertise in board composition, board leadership structure, executive and director compensation, and firms' ownership structures. Her research spans all types of organizations, including entrepreneurial firms, small businesses, large public corporations, and private organizations. Dan R. Dalton is the founding Director of the Institute for Corporate Governance, Dean Emeritus, and the Harold A. Poling Chair of Strategic Management in the Kelley School of Business, Indiana University. He is a Fellow of the Management in the Kelley School of Business, Indiana University. He is a fellow of the Academy of Management and an inaugural member of its Journals Hall of Fame. Professor Dalton is widely published, with over 280 articles in corporate governance, business strategy, law, and ethics. Additionally, his work has been frequently featured in the business and financial press including, Business Week, Wall Street Journal, Fortune, Economist, Financial Times, Boston Globe, Chicago Tribune, Los Angeles Times, New York Times, and the Washington Post. Professor Dalton regularly addresses public, corporate, and industry groups on corporate governance issues.     

The Effects of Fraud and Lawsuit Revelation on U.S. Executive Turnover and Compensation

This study investigates the impact of fraud/lawsuit revelation on U.S. top executive turnover and compensation. It also examines potential explanatory variables affecting the executive turnover and compensation among U.S. fraud/lawsuit firms. Four important findings are documented. First, there was significantly higher executive turnover among U.S. firms with fraud/lawsuit revelation in the Wall Street Journal than matched firms without such revelation. Second, although on average, U.S. top executives received an increase in cash compensation after fraud/lawsuit revelation, this increase is smaller than that of matched non-fraud/lawsuit firms. Third, fraud/lawsuit firms were more likely to change top executive when chief executive officer (CEO) was not the board chairman and CEO had been on the board for a short time. Fourth, fraud/lawsuit firms were more likely to reduce their executive cash compensation when profitability was low, firms were involved in fraud, the compensation committee size was small, and the board met more often. These findings indicate that although, in general, U.S. fraud/lawsuits firms did not reduce their executive cash compensation, those involved in fraud were more likely to reduce their executive cash compensation than to change their top executives. The finding, that ethical standards is not a significant factor for U.S. executive turnover nor compensation reduction, suggests that ethics appears to play no part in the board’s decisions, and that U.S. firms may have ethical standards in writing but they do not implement nor enforce the standards.     

Charisma and Compassion – Cheng Yen and the Buddhist Tzu Chi Movement by Huang,C. J.

The authors investigate the relationship between board ethnic diversity, ethnicity and market, and book measures of firm financial performance using Malaysian data. This represents a departure from prior studies that focused on White countries whose people remain culturally indistinct. Ethnic diversity is measured by the Herfindahl-Hirschman Index; ethnicity is the largest representation of a single race. Controlling for firm- and board-specific attributes, the authors find a significant positive relationship between ethnic diversity and firm financial performance and that financial performance of companies differ between ethnicities. The results suggest that despite modernization and homogenization, corporate Malaysia is still divided along racial lines.     

Organizational Ethics: Perceptions of Employees by Gender

As more women enter the work force and assume management positions in corporations, increasing attention is being given to employment diversity. In addition, studies suggest that females have more propensity for ethics than males. However, these results may be debatable and limited data are available to substantiate these claims or assess gender differences among employees. Ethics codes can aid in supporting policies and enhancing corporate diversity. To assist one company in the development of an ethics code, a survey of 4005 employees in one U.S. corporation was conducted to ascertain their opinions of the ethical environment of the company. The survey used the Ethics Environment Questionnaire (EEQ), consisting of twenty items on a 5-point Likert-type scale; reliability on Cronbach's alpha was 0.94. Response rate was 50%, with the sample paralleling the population in proportion of males and females. Respondents reported a profile of 3.18 out of the high of 5.0, but with several significant differences between the male and female employees, including differences on education and position. Males were more in agreement than females that the firm had an ethical environment. On some items, however, males and females were in strong agreement. Comparisons to prior studies were drawn, including suggestions for ways corporations could use an ethics survey to tailor in-service training, enhance diversity in the work force, and support the development of an ethics code.     

向上建言遭受同事消极对待：发生条件与机制研究

建言是促进组织发展的关键因素之一,然而组织中却能出现有员工向上建言被同事消极对待的现象。依据归因理论,文章构建了一个有调节的中介作用理论模型来分析这一现象。319名员工两时点问卷调查数据的分析结果很好地支持了该模型。研究发现:员工向上建言通过同事归因的中介作用间接正向影响该同事对自己的无礼行为,这种间接影响是否发生受到同事组织政治感的正向调节作用。具体而言,员工向上建言能被高政治感同事视为逢迎上司行为,并且这些同事会因为这种归因无礼对待建言员工。     

Relevance of Fundraising Charities’ Content-Marketing Objectives: Perceptions of Donors,Fundraisers, and Their Consultants

Many fundraising charities invest heavily in content marketing, often using consultants to direct their content-marketing efforts. Thus it is vital to establish whether certain key aims of content marketing suggested by literature in the field actually match the aspects of content marketing deemed most important by charity donors. This paper examines the significance attached by samples of charities, donors, and content-marketing consultancies to four possible major objectives of content marketing—the attainment of high–search-engine-results-page rankings, image enhancement through impression management, the stimulation of public perceptions of organizational transparency, and the creation of messages that “go viral.” Several major differences in perceptions emerged among the three groups, with substantial implications for how fundraising charities should manage their content-marketing programs and activities. Charity managements need to consider carefully and critically the possible returns on large-scale expenditures intended to pursue the putative aims of content marketing that are routinely advocated by practitioner and academic literature.     

管理层权力、TMT网络与高管薪酬

文章基于管理层权力理论和社会网络理论,以2010〖KG-*4〗-〖KG-*6〗2014年我国A股上市公司为样本,实证检验了管理层权力对高管薪酬的影响,并考察TMT网络的调节作用。研究发现：管理层权力显著提高了高管薪酬水平,但显著降低了高管薪酬业绩敏感度;而TMT网络显著增强了它们之间的相关关系。研究为管理层权力与高管薪酬之间关系的研究提供了增量证据,为完善我国高管薪酬激励制度、抑制管理层权力、规范高管之间的兼任行为提供了参考和借鉴。     

The Moderating Effect of Impression Management on the Organizational Politics–Performance Relationship

This study investigates the complexities in the relationship between perceptions of organizational politics and performance ratings by examining the moderating effect of impression management on that relationship. Expectancy theory was employed to better understand the moderating effect. We proposed that two kinds of impression management tactics occurred: supervisor-focused and job-focused, respectively. It was hypothesized that increased exercise of impression management would mitigate the negative effects of perceptions of organizational politics and performance ratings. Data were collected from 290 full-time employees of ten state-owned enterprises in Taiwan. Hierarchical moderated regression analysis of data revealed that the job-focused tactics exerted a significant moderating effect on the relationship between perceptions of organizational politics and performance ratings. When perceptions of organizational politics are low, employees who engage in high levels of job-focused impression management tactics are more likely to gain better ratings than those who employ low-level tactics.     

Gender and Impression Management: Playing the Promotion Game

Little attention has been paid to the role which impression management (IM) of genuine and substantial talents and commitment plays in the careers of female and male managers seeking promotion. IM studies have largely investigated the supervisor/subordinate relationship, often with samples of business students in laboratory settings. In the Cranfield Centre for Developing Women Business Leaders, we have focused on the use of IM by practising managers. In this paper, we examine previous literature for indications that gender may be important in explaining differences in IM behaviours. We then report findings from a survey and a qualitative study, showing that gender, especially combined with age and job level, is a differentiating factor in managers' inclinations to use particular IM behaviours. Many women (and some men too) seem uncomfortable with using IM. Women do not always want to play "the organizational game" by the male-constructed unwritten rules, but prefer to trust good management and systems fairness for just rewards. Younger and junior level women managers often recognize that IM may be a useful tool but reject its use for themselves. Women seem to prefer to rely on extra high performance and commitment for visibility to their seniors rather than the networking, ingratiation and self-promotion strategies used more by males. An important consequence is that as ambitious young males use job-focused IM in addition to self and manager-focused strategies, this is likely to leave young women at a considerable disadvantage for promotion, if the strategies are successful.     

Developing Moral Principles and Scenarios in the Light of Diversity: An Extension to the Multidimensional Ethics Scale

The purpose of this article is to develop the multidimensional ethics scale and moral scenarios that allow or even support diversity in managers’ reactions when measuring their moral decision-making. This means that we expand the multidimensional ethics scale with a female ethics dimension and take a critical look at the previously used scenarios in the light of diversity. Furthermore, we develop two new scenarios in order to better attain diversity in managers’ moral decision-making. Diversity is primarily looked at from a gender perspective, meaning that we pay attention to the femininities and masculinities of the scale items and scenarios. In addition, we use the concept of social desirability to assess diversity as we presume that social desirability works against diversity. Our article builds on previous research using the multidimensional ethics scale. First, we present a summary of the theoretical dimensions of the original multidimensional ethics scale and extend the scale with female ethics principles to foster diversity. Second, we analyse and assess previously used moral scenarios in order to see how they permit the expression of diversity. Third, we develop two new scenarios based on the interviews conducted with female managers.     

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.     

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.     

How do we make you look good? A social network study of upstream organizational impression management and the rhetorical construction of IPO firm images

We present an upstream model of impression management, focusing on how institutional actors may influence the rhetorical content of images IPO firms present to potential investors. Focusing on impression management to minimize poor and maximize good perceptions, we examined the risk, strategy, and governance images presented in prospectuses of 167 firms who issued an IPO between 1996 and 2000. Our results show that dependence on professional firms and IPO firm network prominence help shape the rhetorical construction of these images and suggest that impression management can be understood in terms of Goffman's team‐based effort to control a social interaction situation. Copyright © 2011 ASAC. Published by John Wiley & Sons, Ltd.     

What does diversity management mean for the gender equality project in the United Kingdom? Views and experiences of organizational “actors”

There has been a shift at the organizational level away from a traditional “equal opportunity” paradigm underpinned by notions of social justice, with a specific focus on tackling gender inequalities towards a business‐led “diversity management” paradigm, with a focus on the individual and their contribution to the organization. We argue that diversity management as a concept and model has the potential to undermine the gender equality project, but drawing on a UK‐based study we conclude that whether or not it presently does so in practice is less clear. Nevertheless, our study, presenting views and experiences of multiple organizational actors, demonstrates the seductiveness of the diversity discourse, which could herald danger for the future direction and substance of the gender equality project. Copyright © 2010 ASAC. Published by John Wiley & Sons, Ltd.