Balancing board? The effects of board independence and capital on firms offering work‐family benefits

While prior research demonstrates the strategic human resource (HR) advantages associated with offering work–family benefits (WFBs), firms continue to be reluctant in providing their employees with these benefits. Drawing on the corporate governance and stakeholder orientation literatures, this study examines the role of board independence and capital for WFBs being offered in publicly‐traded firms. Our results demonstrate that various director independence and capital attributes are related to the firm offering WFBs. Specifically, board directors who are outsiders, women, and holders of additional directorships, with their broad stakeholder orientation, increase the likelihood of WFBs being offered by the firm [Correction added on December 14, 2017, after first online publication: the preceding sentence has been updated to clarify the findings of the study.]. These findings are of importance to HR practitioners considering the influence that corporate boards can have on the firm's use of HR practices, such as WFBs, that affect all employees, not just the executives.     

The impact of corporate governance on employment relations in South Korea: the shareholder versus stakeholder perspectives

This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, average employee tenure and industrial relations (IR) climate, as well as a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labour unions than the shareholder orientation did.     

The impact of corporate governance on employment relations in South Korea: the shareholder versus stakeholder perspectives

This study empirically examined the impact of corporate governance on employment relations outcomes utilizing a comprehensive data set drawn from 214 Korean firms. The study contrasted the stakeholder and shareholder perspectives of corporate governance in investigating the impact of corporate governance on employment relations outcomes. The results showed that the stakeholder corporate governance orientation (as compared to the shareholder orientation) had positive relationships with education/training expense, the level of average employee tenure and industrial relations climate, and had a negative association with number of strikes. Overall, the results implied that the stakeholder orientation of firms led to more beneficial effects for employees and more consensual relations with labor unions than the shareholder orientation did.     

中国公司治理法律制度的形成和价值取向

在有关中国公司治理应当是什么样这种公司治理的“应当”的问题上,很多学者提出了很多看法。公司治理可以分为重视股东利益的股东主权型公司治理模式和重视职工等利益相关者利益的利益相关者公司治理模式,因此,学者们提出的看法也可以概括到这两种模式中。总体来看,2005年《公司法》的价值取向是保护中小股东。但是对公司治理的形成来讲,社会规范或者社会对公司的角色期待以及公司自身的认知等因素是重要的,应该从中国社会的对公司的角色期待如何或者中国社会责任应当如何的角度出发分析公司治理制度的趋向。从和谐社会的建设的社会目标来看,中国的公司治理发展方向应该是利益相关者主权型模式,尤其是侧重于职工的模式,而不是股东主权型公司治理模式。     

董事会职能变迁轨迹及职能重塑

董事会在公司治理机制中发挥关键作用。伴随着公司治理的发展,董事会职能经历了由经营管理到监督,再从监督到监督和决策并重的变迁过程。股权分置改革后,我国公司治理呈现以下特征:国有股"一股独大"状况得到改善;公司控制权市场逐步形成;中小股东的利益逐渐得到保护;公司治理目标由股东价值最大化转变为企业价值最大化。公司治理的变化促使董事会职能发生相应的调整,董事会职能应从权利格局、组织结构、董事素质与激励约束机制、董事会与经理的职责方面实现重塑。     

Commitment Strategies for Sustainability: How Business Firms Can Transform Trade‐Offs Into Win–Win Outcomes

This paper addresses a fundamental problem in corporate sustainability: How can corporations transform trade‐offs through win–win‐oriented governance strategies aimed at creating value? Drawing on new strands of research in business ethics, we employ an ‘ordonomic’ perspective and proceed in four steps. First, we sketch how sustainability semantics has evolved historically from a societal searchlight to a heuristics for business practice. Second, we discuss how business firms can make strategic use of moral commitments as governance contributions by deploying individual or collective self‐commitments as well as commitment services in their stakeholder relations. Third, we combine these four governance strategies with the three ESG (‘ecological, social and governance’) criteria of sustainability. We derive and illustrate with real‐life examples a 12‐box matrix as a tool for the strategic management of corporate sustainability. Fourth, we discuss the specific contribution of our ordonomic approach to the literature. Copyright © 2012 John Wiley & Sons, Ltd and ERP Environment     

How do the ownership structure and board of directors' features impact earnings management? The Spanish case

This paper examines how the ownership structure and board of directors' features determine the managerial opportunistic behavior exemplified in the management of accounting earnings. This study contributes to the literature by investigating the relationship of firm‐level and country‐level corporate governance systems on the earnings management in the Spanish corporate sector. Results reveal that the varying efficiency of the corporate governance systems is reflected in the way in which accounting discretion is performed. We found evidence that earnings management is reduced as the voting rights of the controlling shareholder increased and that there is an inverse U‐shaped relationship between insiders' ownership and the earnings manipulation. Regarding the board characteristics, we observe that larger, independent boards, those with a larger proportion of female members, and those with an audit committee compounded by a greater proportion of outside independent directors oversee managers more efficiently, constraining their capacity to manage earnings. To the contrary, board duality increases the likelihood of opportunistic manipulation of financial reporting. We found that when the institutional environment improves in the Spanish context, the discretionary power of the corporate sector to overstate the financial statements is reduced. The findings prove the necessity of reinforcing the rules and regulations toward a more transparent disclosure of the financial statements.     

外部控制、内部治理与整合——公司治理机制理论研究文献综述

本文对公司治理机制理论研究(theoretical research)的文献进行了综述。公司治理机制是解决现代公司由于控制权和所有权分离所导致的代理问题的各种机制的总称。它既包括公司治理的法律和政治途径、产品和要素市场竞争、公司控制权市场、声誉市场等外部控制系统,同时也包括激励合约、董事会(外部董事)、大股东治理、债务融资等内部控制系统。探讨内、外部控制系统的关系和强调不同治理机制之间的整合作用等,将成为今后公司治理机制理论研究的重要方向。     

Corporate Governance and the Environment: What Type of Governance Creates Greener Companies?

We build on a stakeholder–agency theoretical perspective to explore the impact of particular corporate governance mechanisms on firm environmental performance. Our empirical evidence shows that several important corporate governance mechanisms such as the board of directors, managerial incentives, the market for corporate control, and the legal and regulatory system determine firms' environmental performance levels. These results suggest that these different governance mechanisms resolve, to some extent, the existing divergence of interests between stakeholders and managers with respect to environmental activities.     

The Impact of Board Structure on Corporate Social Responsibility: A Temporal View

Time plays an important role in corporate social responsibility (CSR) decisions. In the context of time and the boardroom, the consideration of CSR can be affected by board structure. For example, because of considerable short‐term pressures, this study posits that insiders on the board are less likely to prioritize the longer‐term time horizons needed to affect CSR. Following this perspective, a hypothesis is put forth that insiders generally have temporal orientations that are more short term in nature and that they therefore have a negative effect on CSR. A study of 300 of Australia's largest firms confirmed this hypothesis. However, when inside director compensation linked to environmental and social metrics and inside director CSR training are introduced as moderating variables, their interactive effects lead to positive results: both positively moderate the negative insider–CSR relationship in environmental and social dimensions. The study contributes to a temporal view of boards of directors, as well as to corporate governance and CSR. Copyright © 2016 John Wiley & Sons, Ltd and ERP Environment     

The impact of sustainability (environmental,social, and governance) disclosure and board diversity on firm value: The moderating role of industry sensitivity

Using a large panel data set comprising 812 listed European firms, this study investigates whether sustainability disclosure (environmental, social, and governance) and female representation on boards affect firm value. We observe a positive impact of sustainability disclosure and board gender diversity on firm value, suggesting that the best management practices, enhanced stakeholder trust, and female representation on boards improve firm value. We observe that the firms in sensitive industries achieve superior social and governance performance. We also observe that the firms with higher female representation on their boards present significantly superior environmental, social, and governance performance. Our results are robust to different firm and country specific control variables and to year‐ and country‐fixed effects.     

Do Board's Corporate Social Responsibility Strategy and Orientation Influence Environmental Sustainability Disclosure? UK Evidence

The environmental implications of corporate economic activities have led to growing demands for firms and their boards to adopt sustainable strategies and to disseminate more useful information about their activities and impacts on environment. This paper investigates the impact of board's corporate social responsibility (CSR) strategy and orientation on the quantity and quality of environmental sustainability disclosure in UK listed firms. We find that effective board CSR strategy and CSR‐oriented directors have a positive and significant impact on the quality of environmental sustainability disclosure, but not on the quantity. Our findings also suggest that the existence of a CSR committee and issuance of a stand‐alone CSR report are positively and significantly related to environmental sustainability disclosure. When we distinguish between firms with high and low environmental risk, we find that the board CSR/sustainability practices that affect the quantity (quality) of environmental sustainability disclosure appear to be driven more by highly (lowly) environmentally sensitive firms. These results suggest that the board CSR/sustainability practices play an important role in ensuring a firm's legitimacy and accountability towards stakeholders. Our findings shed new light on this under‐researched area and could be of interest to companies, policy‐makers and other stakeholders. Copyright © 2017 John Wiley & Sons, Ltd and ERP Environment     

Corporate governance and lesbian,gay, bisexual,and transgender‐supportive human resource policies from corporate social responsibility,resource‐based,and agency perspectives

Corporate boards are responsible for ensuring that managers enact policies that are in shareholders' best interests, and managers are responsible for implementing strategies that are not only profitable but also responsive to changing legal and societal demands and the resource needs of the firm. In this paper, we use the theoretical lenses of corporate social responsibility (CSR), the resource‐based view, and agency theory to investigate the relationship between corporate governance structure and the implementation of supportive lesbian, gay, bisexual, and transgender (LGBT) policies. We analyze 10,233 firm‐year observations and 1,594 unique firms, and our results demonstrate that LGBT‐supportive policies are positively associated with firm performance. We also offer new insight into why not all firms adopt such policies. We exploit the passage of the Sarbanes‐Oxley Act as an exogenous shock that increased board independence, and our difference‐in‐difference estimation shows that firms forced to raise board independence in 2002 were less likely to invest in LGBT‐supportive policies. Results suggest that human resource management (HRM) policies can be guided by CSR and resource‐based views in the pursuit of wealth maximization, but agency conflict may also be a concern for external majority boards. We discuss implications for HRM research practice and corporate governance regarding LGBT policies in organizations.     

The ‘Company with Committees’: Change or Continuity in Japanese Corporate Governance?

Corporate governance practices are arguably diffusing across the world. This paper examines the adoption of the committee‐based governance system (i.e. audit, nomination, and remuneration) in Japanese firms, a practice common in Anglo‐American capitalism but potentially contestable in Japan. The study finds that firms that are internationally exposed through cross listing are more likely to adopt the committee system. Moreover, more experienced and highly cross‐held firms, with larger proportions of foreign ownership, are more likely to adopt the committee system. On the other hand our study finds partial support for the hypothesis that larger proportions of bank ownership are negatively associated with the adoption of the committee system, suggesting a gradual withdrawal by banks from the traditional monitoring of firms. This paper adds to the longstanding debate on the convergence on or persistent divergence from the Anglo‐American corporate governance system. The study thus provides insights into corporate governance changes in non‐Anglo/American countries that face a struggle between global capital market forces for change and deep‐seated institutional practices of continuity.     

Carbon emissions,corporate governance,and staggered boards

Carbon emissions have been identified as a major cause of global warming and are harmful to the environment. Given the seriousness of climate changes, businesses are encouraged to adopt corporate strategies to improve environmental performance. Staggered boards (or classified boards) are one of the controversial corporate governance devices being employed by corporations that protect managers from the market for corporate control. This paper explores whether staggered boards can be a useful business strategy to improve carbon emissions. Relying on a novel data set in which the presence of a staggered board is identified through advanced machine learning algorithms and textual analysis, we find that staggered boards bring about significantly worse emission performance by 10.67%. Our results corroborate the premise that staggered boards insulate self-interested managers from market discipline and thus exacerbate agency problems, resulting in more unfavorable outcomes. Further analysis validates the results, that is, propensity score matching, entropy balancing, instrumental-variable analysis, and generalized method of moments (GMM) dynamic panel data estimation. Importantly, we include firm fixed effects to account for unobserved heterogeneity. Our findings indicate that de-staggered boards may help improve emission performance.     

Strategic stakeholder management,environmental corporate social responsibility engagement,and financial performance of stigmatized firms derived from Chinese special environmental policy

We draw upon the stigma literature and strategic stakeholder management model to develop a framework capable of explaining the link between environmental corporate social responsibility (ECSR) engagement and financial performance of stigmatized firms, taking stakeholder‐oriented governance and density of local stigmatized firms into consideration. Using a uniquely compiled dataset of Chinese firms specifically monitored by the Ministry of Environmental Protection of China, we conducted propensity score matching analysis to estimate the impact of stigma on corporate financial performance and corporate environmental responsibility. The result shows that the financial performance of stigmatized firms is negatively affected by the stigma label, spurring them to engage in more ECSR than their peers to improve their legitimacy. Though ECSR engagement of stigmatized firms is found to be negatively associated with their financial performance in current study. Our results also confirm that (a) the financial performance of stigmatized firms is positively affected by two proxies for corporate stakeholder‐oriented governance (i.e., institutional ownership and corporate transparency) and negatively affected by the density of local stigmatized firms; (b) corporate stakeholder‐oriented governance compensates for the negative effect of ECSR engagement; (c) high intensity of local stigmatized firms provides focal firms with an opportunity to improve their financial performance through ECSR engagement; and (d) the positive effects of corporate stakeholder‐oriented governance are diminished by the density of local stigmatized firms.     

Integrated reporting and capital markets in an international setting: The role of financial analysts

This study investigates the interplay between integrated reporting (IR) and capital markets. In particular, building on voluntary disclosure and information processing theories, we hypothesize and empirically find that IR adoption improves analysts' ability to make accurate earnings forecasts. Whereas previous studies focus on the South African context, we rely on an international sample that also allows us to study the moderating effect of the corporate governance regime (shareholder or stakeholder oriented). The results suggest that IR improves analysts' ability to make accurate predictions to a larger extent in North America than in Europe, and we derive interesting insights on the much‐debated nature of IR. This study offers valuable insights to policy makers interested in improving disclosure practices in the financial market.     

Modelling Corporate Stakeholder Orientation: Does the Relationship Between Stakeholder Background Characteristics and Corporate Social Performance Matter?

Though corporate stakeholder orientation is connected with corporate social performance practices, there is a dearth of knowledge on the theorized assertion that background characteristics influence stakeholders’ salience and attitude towards social performance practices of firms. The aim of this paper is to measure and examine this hypothesis. To test this claim, this research uses the Surat Resource Region in Queensland, Australia, as the case study. Based on the bivariate test, age, gender, occupation type and educational status have varying statistically significant effects on stakeholders’ attitude towards corporate social practices. The multinomial logistic findings showed that only education retained a net effect on a stakeholder's attitude to participation in corporate social practices, where those with a higher level of education are 1.388 times more likely to perceive stakeholder engagement practices as relevant, 2.864 times more likely for social impact assessment practices and 1.430 times more likely for practices aimed at rights of indigenous communities. Findings imply the need for awareness programs to be incorporated into corporate social practices, which can help promote the success of stakeholder‐oriented policies. The paper further makes suggestions that have both business strategy and policy planning implications. Copyright © 2016 John Wiley & Sons, Ltd and ERP Environment     

Expressive Shareholder Democracy: A Multilevel Study of Shareholder Dissent in 15 Western European Countries

This study develops an expressive understanding of shareholder dissent. In this view, shareholder dissent is not only about the voting outcomes of proposals put to the vote, but also expresses an evaluation of the firm's corporate governance set‐up. We hypothesize that shareholder dissent expresses an agency theoretical evaluation of corporate governance, but that the degree to which the capitalist system of a country is a coordinated market economy (CME) leads shareholders to evaluate corporate governance more in team production terms. We test our theoretical model using multilevel techniques on a sample of 12,513 proposals voted on in 717 firms listed in 15 Western European countries and find support for our predictions. Our study not only contributes to a better understanding of the corporate governance role of shareholder dissent, but also shows that what shareholders express through dissent differs across national contexts.     

国有企业公司治理结构诊断及完善对策

与国际上规范的公司治理结构相比,我国国有企业公司治理结构的＂形似而神不似,形备而实不至＂,一直是困扰国有企业和政府部门的一道难题。完善公司治理结构,必须加快企业产权结构调整,规范董事会制度建设,理顺＂新三会＂与＂老三会＂及经理层的关系,严格实行规范化、制度化管理。