The Association Between Gender-Diverse Compensation Committees and CEO Compensation

In this paper we investigate whether independent directors’ attendance at board meetings enhances investor protection using a difference-in-difference approach. We find that independent directors’ attendance alleviates tunneling. This effect is more pronounced in non-state-owned enterprises (non-SOEs) than in state-owned enterprises. The reinforcement of external supervision substitutes for the role of independent directors’ attendance and this substitution effect is more significant in non-SOEs. Together, these results imply that independent directors’ attendance at board meetings can play an important role in protecting investors, especially in non-SOEs and when external supervision is weak. This paper sheds new light on independent directors’ function in corporate governance, and has implications for institutional improvements.     

Outsider Board Activity,Ownership Structure and Firm Value: Evidence from Korea

Using a sample of publicly listed firm in Korea from 2002 to 2006, this article examines the impact of board monitoring on firm value and productivity. We use outsider's attendance of board meetings as a proxy for board monitoring. Consistent with the commitment hypothesis, we find that outsider's attendance rate increases firm value, suggesting that attending board meeting itself is a strong signal that reflects outsider's intention to monitor insiders. While ownership of controlling shareholders negatively affects firm value, this relationship is not moderated by increased monitoring by outsiders. Our findings provide further evidence that the outside director system is less effective in chaebol‐affiliated firms. Results also indicate that the effect of outsider's board monitoring activity on investor's valuation of the firm is greater than on productivity improvement of the firm. Our conclusions are robust for possible endogeneity in the relationship between firm value and board attendance by outside directors.     

Board Composition and Corporate Social Responsibility: An Empirical Investigation in the Post Sarbanes-Oxley Era

Although the composition of the board of directors has important implications for different aspects of firm performance, prior studies tend to focus on financial performance. The effects of board composition on corporate social responsibility (CSR) performance remain an under-researched area, particularly in the period following the enactment of the Sarbanes-Oxley Act of 2002 (SOX). This article specifically examines two important aspects of board composition (i.e., the presence of outside directors and the presence of women directors) and their relationship with CSR performance in the Post-SOX era. With data covering over 500 of the largest companies listed on the U.S. stock exchanges and spanning 64 different industries, we find empirical evidence showing that greater presence of outside and women directors is linked to better CSR performance within a firm’s industry. Treating CSR performance as the reflection of a firm’s moral legitimacy, our study suggests that deliberate structuring of corporate boards may be an effective approach to enhance a firm’s moral legitimacy.     

Do board directors affect the export propensity and export performance of Korean firms? A resource dependence perspective

Using the Heckman two-stage method, this study empirically investigates whether board directors’ work experience in government and multinational corporations (MNCs), as well as the proportion of outside directors affects export propensity and export performance based on a sample of Korean firms. We find that the Korean firms with former government officials on the board are more likely to engage in exporting, although there is no empirical evidence supporting export performance. The findings also show that firms with former MNC employees on the board demonstrate higher levels of export propensity and export performance. Similarly, firms with a higher proportion of outside directors exhibit a higher level of export propensity and export performance. These findings highlight the importance of the board of directors in Korean firms’ first stage of internationalization and provide new insights into which type of board members can benefit their firms in terms of export propensity and export performance.     

安徽省上市公司董事会治理与公司绩效关系的实证研究

以安徽省上市公司为研究样本,对董事会治理与公司绩效的关系进行实证分析,结果表明:适当的董事会规模、董事薪酬与董事持股比例对公司绩效有积极作用;独立董事比例、董事会领导权结构与董事变更对公司绩效影响不显著;过多的董事会会议不利于公司绩效的提高。     

Gender diversity on boards for organizational impression management: An empirical study of Japanese firms

The literature on gender diversity on corporate boards is growing, yet firms' motivation for achieving such diversity remains underexplored. This study examines the potential objective behind appointing female directors that could be driven by organizational impression management based on the hypothesis that firms strategically propose to nominate female directors when they need to form a favorable impression to their stakeholders, especially in relation to executive compensation. This study analyzed annual shareholders meeting agendas for 3585 listed Japanese firms between 2011 and 2020 and found that firms placed female director appointments on the meeting agenda when they needed approval for the revision of executive compensation. This tendency was strengthened for firms with more outside directors. This study's approach and findings contribute to the literature on corporate board gender diversity by suggesting organizational impression management as a potential strategic motivation behind the appointment of female directors.     

Compensating Outside Directors with Stock: The Impact on Non-Primary Stakeholders

Two obvious trends in corporate governance include broadening board accountability beyond shareholders’ interests and paying outside directors with equity compensation (stock and stock options). By integrating common agency and instrumental stakeholder theories, we examine the effect of stock compensation on secondary stakeholders and a firm’s participation in social issues, two areas where interests are less aligned with shareholder value. Consistent with our predictions, we found that while stock compensation may be an effective way to align directors’ goals to those of shareholders, it has adverse effects on important non-shareholder constituencies in the company’s operating 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。     

The board and strategy: Venture capital and high technology

In the area of strategy formulation, the part played by the board of directors in high technology firms operating with funds provided by venture capital organizations has not been investigated before. This exploratory study, although based on a limited sample, looks at some of the fundamental issues and contrasts the involvement of the board in firms of this kind with very limited involvement of the board in small conventional firms and in large publicly-held corporations. The relative power of management and the board of directors is of great importance. In contrast with the small conventional firm and the large corporation, in both of which the Chief Executive Officer is usually in firm control of the board and generally does not look to the board for active involvement in strategy formulation, the high-technology firms funded by venture capital organizations are characterized by a board of directors that has high power relative to management. This power can be understood not only in terms of the “power of the purse” (high concentration of the ownership in hands external to management), but also in terms of the expertise of the venture capitalists and their access to important networks.The business plan which is a key element in obtaining initial funding is in effect a statement of strategy that is carefully scrutinized by the venture capitalists, some of whom will assume positions on the board of directors. The board is similarly involved in the revisions of business plans in conjunction with later rounds of funding.The study found that the board is typically small, with outsiders rather than management in control; further, at least some of the outside members were found to have a high degree of expertise and a close working relationship with management. Board meetings are frequent and deal actively with key issues and with the review of how the strategy is working and what changes in strategy may be required. Reviews of the business plan when a new round of funding is required or when major new product or marketing decisions are needed are examples of likely occasions for involvement of the board in strategy revisions.Further research should center on identifying the conditions under which board involvement can play a constructive role in the strategy process of these high technology companies. Some pertinent variables are suggested. The next step in research should be more structured and quantitative and should use a geographically dispersed sample, but field interviews will be of continuing value as a complement.For firms funded by venture capital organizations, the board of directors is a significant interface between the venture capitalists and the internal management group. The working relationship between inside and outside directors in this arena, in strategy formulation and in other major business decisions, is a matter of considerable practical importance.     

Do Internal Governance Mechanisms Impact on Firm Performance? Empirical Evidence from the Financial Sector in China

The financial sector plays an important intermediary role in the Chinese economy. However, there has been very limited research concerning improvement in corporate governance within this sector. Using an unbalanced data set of 139 firm-year observations covering 1999 to 2009, this study examines the impact of internal governance mechanisms on the performance of Chinese listed financial institutions. Findings suggest that state ownership, legal person ownership, board size, and supervisory board meetings are negatively related to the profitability of these institutions, whereas factors including ownership concentration, foreign ownership, independent directors, board meetings, and supervisory board size have no impacts.     

How outside directors’ human and social capital create value for corporate international investments

Grounded in theories of resource dependence, vicarious and superstitious learning, information processing, and board group literature, this study examines how outside directors’ human and social capital affect the value of corporate foreign direct investments. We employ the event study approach to examine 1210 international investment cases of 836 US firms over a 13-year period. We find significant but distinct non-linear impacts of board members’ human capital (U-shaped effect) and social capital (inverted U-shaped effect). The quality of board capital is also influential, as demonstrated by the effect of directors’ prior foreign investment performance in addition to size and degree of internationalization of interlocked companies. The performance measures of both abnormal announcement returns and operating ROA yield similar results. Our findings highlight the importance of incorporating factors related to board human and social capital for a more comprehensive analysis of the contribution of outside directors to a firm’s international success.     

审计委员会、董事会特征与财务呈报质量:基于中国证券市场的实证研究

Board independence and the board’s expertise characteristics are key factors influencing the quality of financial reporting. Companies, having a higher percentage of independent directors, having independent financial directors, or having an audit committee on board are more likely to generate quality accounting earnings information. Variables representing board behavior characteristics, namely, ratio of shares owned by the board, board meeting frequency within a year, and the number of independent directors holding posts concurrently in the controlling shareholder’s company, are not significantly related to the quality of financial reporting. Board meeting frequency is even abnormally negatively related to the quality of financial reporting. Translated from Guangli Pinglun 管理评论 (Business Review), 2006, (7): 49–56     

The Gender Quota and Female Leadership: Effects of the Norwegian Gender Quota on Board Chairs and CEOs

In this article, we use a sample of Norwegian quoted companies in the period of 2001–2010 to explore whether the gender quota requiring 40 % female directors on corporate boards changes the likelihood of women being appointed to top leadership roles as board chairs or corporate CEOs. Our empirical results indicate that the gender quota and the resulting increased representation of female directors provide a fertile ground for women to take top leadership positions. The presence of female board chairs is positively associated with female directors’ independence status, age and qualification, whilst the presence of female CEOs is positively related to the average qualification of female directors. Firms with older and better educated female directors are more likely to appoint female board chairs. The likelihood of female CEOs’ appointment increases with the percentage of independent directors and directors’ qualifications, especially those for female directors. Furthermore, the gender gaps with respect to qualification, board interlocks and nationality between female and male board chairs vanishes after Norwegian companies’ full compliance to the quota in January 2008. However, the gender quota has no significant impact on the gender gaps between female and male directors after its full compliance. Our article thereby contributes to understanding how gender quotas, presence of female directors, percentage of female directors on boards and other board characteristics can determine the gender of top leaders of organizations.     

Reactivity and Passivity After Enforcement Actions: Better Late Than Never

We examine the dynamics between enforcement actions and the responses from both the board of directors and supervisory boards amid China’s governance reform. Rather than examining determinants of fraudulent activities, we investigate, after enforcement actions are imposed, whether the board of directors and supervisory boards react differently, and whether their different reactions play a role in preventing future occurrences of frauds. We find that both boards react to enforcement actions, but only the responses from the board of directors help us curb future enforcements under certain circumstances. The supervisory board fails to play any role in preventing future enforcements, even though it is one of the two monitoring mechanisms in the listed companies. Policy implications are discussed.     

Board Members in the Service Industry: An Empirical Examination of the Relationship Between Corporate Social Responsibility Orientation and Directorial Type

One area of business performance of particular interest to both scholars and practitioners is corporate social responsibility. The notion that organizations should be attentive to the needs of constituents other than shareholders has been investigated and vigorously debated for over two decades. This has provoked an especially rich and diverse literature investigating the relationship between business and society. As a result, researchers have urged the study of the profiles and backgrounds of corporate upper echelons in order to better understand this relationship.There is ample evidence that corporations have in recent years increased the proportion of outside directors on their boards. This has been partly in reaction to increased interest in the corporate social responsiveness of business organizations and suggestions that the board of directors could play a unique role in this area. The expectation on the part of practitioners, researchers, and governmental regulators is that outside directors will advocate greater corporate responsiveness to society's needs by playing a more active role in overseeing managerial decisions.The purpose of this study is to partially fill a void in the literature by determining whether or not these expectations are justified, particularly in the service industry. Data were collected as part of a larger cross-national study of corporate social responsibility. A multivariate analysis of variance (MANOVA) of the results of a survey of 307 board members (198 outside and 109 inside directors) indicates that outside directors exhibit greater concern about the discretionary component of corporate responsibility and a weaker orientation toward economic performance. No significant differences between the two groups were observed with respect to the legal and ethical dimensions of corporate social responsibility. Some explanations as well as limited generalizations and implications are developed.     

Are Demographic Attributes and Firm Characteristics Drivers of Gender Diversity? Investigating Women’s Positions on French Boards of Directors

In this article, we examine the factors determining the representation of women on boards of directors by considering three main questions. The first question deals with the relationship between characteristics of ownership and governance on one side, and female directorship on the other. The second major question concerns the demographic attributes of women directors, such as nationality, foreign experience, educational level, business expertise, and connections to external sources. The third important question refers to women in senior positions on French boards (e.g., as independent members or board subcommittee members) in relation to firm characteristics and women’s demographic attributes. Our study focuses on French large- and mid-capitalized companies belonging to the SBF120 stock market index during a 5-year period running from 2000 to 2004. First, our results give evidence that the appointment of women directors is strongly related to family ownership and board or firm size. Second, the appointment of women directors is related to their professional services, valuable skills, and network links. Furthermore, we show that women face a double glass-ceiling problem, and note that French firms rely more on the demographic attributes of their women directors when they are appointed to senior board positions. Our study sheds light on issues concerning the law that comes into force in 2016, which imposes quotas of women members on boards of directors in French companies.     

Why so Few Women on Boards of Directors? Empirical Evidence from Danish Companies in 1998–2010

This paper analyzes the determinants of women’s representation on boards of directors based on a panel of all privately owned or listed Danish firms with at least 50 employees observed during the period 1998–2010. We focus on the directors who are not elected by the employees and test three hypotheses on female board representation that we denote the female-led hypothesis, the tokenism hypothesis, and the pipeline hypothesis, respectively. We find evidence rejecting the female-led hypothesis. Firms with a female chairperson on the board of directors tend to have significantly fewer other non-employee-elected female board members. We also find clear evidence of a tokenism behavior in Danish companies. The likelihood of enlarging the share of non-employee-elected female board members is significantly smaller if one, two, or more women have sat on the board of directors. Finally, the pipeline hypothesis is partly confirmed. The relation between the female pipeline of potentially qualified directors and female directors is weaker than the similar relation for males. Our findings offer insights to policy makers interested in promoting gender diversity within boardrooms. Our empirical evidence suggests that an important way to increase the female proportion of non-employee-elected board members is that more women reach top executive positions.     

CEO任期、董事会治理与绩效强制变更敏感性

本文以2010-2014年我国沪深A股主板上市公司以及在此期间的1341例CEO变更事件为初始研究样本,采用Logit模型和OLS模型研究CEO任期对公司绩效与CEO强制变更敏感性的影响,并从董事会治理视角,进一步说明敏感性发生变化的原因。研究发现,任期是识别CEO能力的重要标识,随着CEO任期逐渐延长,绩效与CEO强制变更的敏感性、以及董事会的监督力度均显著降低,董事会治理机制能够反映股东监督CEO并获取相关信息的需求。     

上市公司治理及其对会计信息质量的影响研究

公司治理机制与会计信息质量两者密不可分、相互影响。公司治理机制能否有效运行取决于会计信息质量的高低,会计信息的有效性保证了公司治理机构的有效运行。会计信息质量被许多因素所牵制,但其根本原因在于公司治理结构存在问题。上市公司应对股权结构进行改革,充分发挥各层股东对公司经营层的监督作用;加强董事会功能,保证董事会的独立性,,增加独立董事在公司的比重,加强董事会的战略管理能力和责任范围;改进股东大会投票表决制度,促进股权改革的多元化,避免大股东全权控制的现象,扩大被选举对象范围,完善实施细则,保障累积投票制度的能够贯彻落实;加强监事会建设,明确监事会的权利义务,将监事会与独立董事的权利范围合理划分。     

上市公司董事会治理效应实证研究

本文以26家在沪、深两市上市的河南省上市公司作为样本研究董事会治理与公司绩效的关系。从董事会结构、董事会行为、董事会激励三个方面进行实证检验发现：董事会规模与公司绩效存在倒U型关系,但不显著;独立董事并没有起到实质性的作用;董事长与总经理两职是否分离并不影响公司绩效;年度董事会会议次数对公司绩效没有显著的影响;董事会成员的股份与薪酬对公司绩效产生显著影响;董事长的更换明显受到更换前一年度的公司经营绩效的影响。