Board composition in small enterprises

This paper reports the results of three empirical studies of boards of directors in small enterprises in Norway. Most studies of boards of directors are concerned with the situation in large corporations. This article provides insights into board attributes and board functions in small firms. The Studies reported found that board composition is an important factor in describing and analyzing directorates. They also found that the composition of the board of directors is a function of company size and ownership structure, and that board composition varies with industry. The studies found differences in the board's strategy involvement between industries.     

Environmental attitude in the board. Who are the “green directors”? Evidences from Italy

Board members' attitudes towards environmental protection are an important antecedent of how companies define and implement sustainability initiatives, but little is known about directors' attitudes and the factors associated with these. Using survey data on Italian board members, the research sought to explore the relationships between these individual's personal attributes, especially those related to their roles on boards, and their attitudes towards environmental protection. The findings suggest that female directors, directors with financial background, and independent directors are positively related to attitudes towards environmental protection. In the financial sector, younger board members and risk committee members show stronger environmental attitudes. The results could be of interest to policymakers because the board member attributes identified may require a stronger regulatory focus in order to achieve public policy's environmental protection objectives and to governance bodies in terms of defining board committees' composition and selecting “green directors” oriented towards environmental issues.     

我国创业板市场发展对策探析

创业板市场由于主要吸纳处于创业阶段的小企业，其风险高于主板市场已经被国外实践所证明。我国即将开设的创业板市场虽然在初创阶段因吸收大量的已经超越了创业阶段，具有较高赢利水平而且发展潜力巨大的民营企业，其风险性比国外创业板小，也比国内A股市场小。但由于创业板市场门槛低，不要求企业有赢利记录，未来难免一些没有发展前景的中小企业进入创业板市场积聚风险。故为保证我国创业板市场运作成功，吸取A股市场教训，特别需要解决如下问题：1.避免政府部门的干预；2.严格监管；3.借鉴他国经验，为创业板市场合理定位。     

董事会非正式层级与企业金融化

近年来，实体企业金融化逐渐成为理论界和实务界研究的焦点。从董事会非正式层级的研究视角切入，以2009—2020年我国沪深A股上市企业为研究样本，探讨了董事会非正式层级对企业金融化的影响。研究发现：（1）董事会非正式层级清晰度对企业金融化具有显著的促进作用；（2）董事长非正式层级和市场化水平能正向调节两者之间的关系；（3）通过区分董事会非正式层级不同类型，发现相较于媒体声望差异，社会资本差异形成的非正式层级对金融化的影响更为明显，而基于政治资本差异形成的非正式层级对金融化不存在显著影响；董事会非正式层级仅对短期金融化存在显著正向影响；（4）从影响后果来看，董事会非正式层级导致的金融化显著提高了企业绩效，缓解了融资约束。研究有助于深入探讨微观企业金融化的成因，对企业优化董事会治理、防范金融风险均具有启示作用，也为政府部门加强监管提供了一定的参考价值。     

The Influence of Board Composition on Sustainable Development Disclosure

Despite knowing the potential effect of social reporting on firms' continuity, there is limited research into the influence of the composition of boards of directors on CSR disclosure. This paper adds to the emerging CSR literature empirical evidence by examining how board composition relates to a firm's social and environmental disclosure as well as the implementation of social policies. Using a sample of FTSE 350 firms for the period 2007–2012, the results show that higher board independence facilitates the conveying of firms' good citizenship image through enhancing societal conscience. The results also show that female participation on boards is favorably affecting CSR engagement and reporting as well as the establishment of ethical policies. Hence, the research suggests that boards with higher female participation and independence boost the legitimacy of CSR reporting. Board gender diversity and independence facilitates directing part of the firm's scarce resources toward value maximizing social projects and subsequent reporting on these. Copyright © 2017 John Wiley & Sons, Ltd and ERP Environment     

建立我国多层次资本市场体系的若干关键问题

我国资本市场发展的目标模式是建立多层次资本市场体系。为了实现这一目标,要进一步规范和发展主板市场,坚持市场化的改革取向,积极稳妥地解决主板市场上的结构性非均衡;在搞好中小企业板的基础上分步骤推进创业板建设;完善股份代办市场,实施功能转型,使之转变为真正的三板市场。     

Banks' business strategy and environmental effectiveness: The monitoring role of the board of directors and the managerial incentives

The purpose of this paper is to investigate how banks' climate strategies affect environmental performance. To extend this line of research, the carbon disclosure of worldwide banks is examined. In particular, we focus on specific governance strategies: board of director monitoring and managerial incentives. Panel data are employed on a sample taken from 330 bank-year observations in the period after the financial crisis. The results show an increase in environmental performance through the implementation of managerial incentives related to climate change, associated with the highest level of responsibility of the board of directors. Overall, the present study contributes to both the academic literature and corporate governance, highlighting the importance of banks' business strategy on climate change risks and opportunities with respect to environmental performance goals.     

Monitoring and governance of private banks

In this paper I examine regulation and corporate governance mechanisms at a sample of non-publicly traded state member banks in 2006. Using a simultaneous regression approach, results show that insider representation on the board has a positive influence on both director and executive compensation in commercial banks. Regulatory ratings, however, are only related to bank performance—not to board structure or compensation schemes. This may be attributed to less information asymmetry between managers and owners at private banks. Also, directors are rewarded for strong CAMELS ratings. The governance structure of private banks is not affected by regulatory ratings; however, the percent of insiders on the board influences actions of the board to a large extent.     

Gender and management on Spanish SMEs: an empirical analysis

Few studies have investigated the presence of women on the boards of directors of companies. Those that have been done have focused on large firms. In this study we analyzed the gender diversity of a sample of Spanish small and medium enterprises. These firms are of great importance in terms of their number, the employment they provide, and their sales. Furthermore, there is an open debate in Spain about gender equality after the passing of several laws against gender discrimination. We found that women's presence on boards generates a negative impact on firm performance and this result may be due to less risky strategies implemented by women directors. This finding is interesting because it sheds light on how women can affect the functioning of a board. We also found that family firms and firms with a financial institution as the main shareholder tend to have more women on the board. Finally, we show that firms with less debt, more assets, and larger boards have more women as directors.     

Board interlocks and greenhouse gas emissions

Using resource dependence theory, we analyze board interlocks, their industry origin, and their relationship to firms' greenhouse gas (GHG) emissions. Interlocks create connections by having board members from one firm sit on other firms' boards, providing an avenue for sharing information and resources to aid in knowledge transfer and capability development. As firms face challenges for improved GHG emissions performance, they may look to their board members' connections to other firms to acquire needed resources. Using a sample of US Standard & Poor's (S&P) 1500 firms for years 2009 to 2018, we find that firms with a greater number of board interlocks achieve lower GHG emissions intensity. We also find that boards for the best performing companies have interlocks in the same industry, in other industries, and with firms leading in GHG emissions intensity, especially for firms in higher environmentally impacting industries, as they face greater emissions challenges.     

Corporate governance and the market impact of the Financial Services Modernization act of 1999 on bank returns and trading volume

Recent deregulation of financial services by the Financial Services Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act (GLB), places more reliance on corporate governance to oversee the actions of financial institutions. We examine whether corporate governance variables explain bank shareholder reaction to GLB passage. We find that banks with better board oversight react favorably to the GLB and banks with less effective board monitoring react less favorably to the GLB. Banks with lower leverage, lower insider ownership, less board activity, a smaller board, fewer inside directors, and less visibility respond more positively to the GLB. Results indicate investor approval of the legislative effort to increase the role of corporate governance in the banking industry and affirm the importance of effective corporate oversight among financial institutions. The authors thank the reviewers for their insights and suggestions.     

Agency costs and corporate philanthropic disaster response: the moderating role of women on two-tier boards – evidence from People's Republic of China

Prior research evidence shows that strategic and managerial utility motivation explains corporate philanthropic contribution efficiently in western countries. An important question arises, however, regarding whether the corporate philanthropic contribution model is equally appropriate for all types of corporate social responsibility (CSR) (e.g. donation) in all business settings (e.g. Chinese listed firms' philanthropic responses to disaster). In this paper, we consider the unique two-tier board structure of Chinese listed firms and argue that firms with women on the board of directors (BOD) and the supervisory board (SB) are able to challenge this model. Data collected from Chinese listed firms' philanthropic responses to disaster extended the finding that the agency theory with moderators explains corporate philanthropic disaster response much better in the Chinese context. Specifically, the relationship between agency costs and corporate philanthropy (e.g. the likelihood of donation and extent of corporate contributions) weakens in listed firms with a higher vs. lower number of women on the SB. However, women on BODs do not have a similar effect. This constructive replication provides the first examination of the moderating role of women on BODs and SBs on corporate philanthropic behavior. In addition, the findings have important managerial implications for how to enact CSR.     

What have we learnt about board gender diversity as a business strategy? The appointment of board subcommittees

This paper explores whether a board's gender diversity influences the voluntary formation of its board subcommittees. Female board directorship may become a business strategy for firms if it affects the appointment of board subcommittees. We hypothesize that the voluntary creation of board subcommittees is affected by the presence of female directors on boards; the presence of independent, executive, and institutional female directors; and the proportion of shares held by female directors on boards. Board gender diversity has been measured as a proportion and with Blau's index. The results show that independent female directors are positively associated with the likelihood of voluntarily setting up all or some of the committees and a supervision and control committee. The presence of executive female directors negatively influences the probability of forming all or some of the committees, an executive committee and a supervision and control committee. The percentage of shares held by female directors has a positive effect on the voluntary creation of an executive committee. The findings also report that women directors and institutional female directors do not contribute to the voluntary creation of board subcommittees. Our evidence shows that female board directorship impacts the demand of internal control mechanisms such as board subcommittees, suggesting that firms should take it into account as a business strategy. The main implications derived from this research are relevant for Spanish policymakers and researchers because board gender diversity may play a significant role in the decision‐making processes of firms and may influence firms' outcomes.     

Gender diversity and firm performance: evidence from Dutch and Danish boardrooms

Drawing on the business case for gender diversity, this article examines whether board gender diversity has a positive effect on firm performance, based on evidence from the Netherlands and Denmark. We use empirical data on 186 listed firms observed in 2007. Almost 40% have at least one woman in the boardroom. Within boards, the average share of women is only 5.4%. To investigate the impact of board gender diversity, two-stage least-squares estimation is applied, using Tobin’s Q as a measure of performance. Our findings indicate that on the basis of this data-set, there is no relation between board diversity and firm performance.     

Board Effectiveness and CEO Pay: Board Information Processing Capacity,Monitoring Complexity,and CEO Pay‐for‐Performance Sensitivity

We have developed an information processing theory of board effectiveness to examine board‐chief executive officers (CEOs) pay relations. We theorize that CEO pay reflects the information processing context of boards. Boards have limited information processing capacity and therefore prefer to use outcome‐based CEO pay when they have difficulty in processing information for monitoring their CEOs. Using a longitudinal sample of Standard and Poor's (S&P's) large‐, medium‐, and small‐cap manufacturing firms in the United States from 1998 through 2005, we found support for our theory. Large boards and boards in less complex monitoring contexts tend to link CEO pay less tightly to firm performance by providing less stock‐based incentives, and the tendency of large boards to decrease outcome‐based CEO pay is even greater when boards are not busy or when boards are in less complex monitoring contexts. © 2015 Wiley Periodicals, Inc.     

Influence of acquirer boards on M&A value creation: Evidence from Continental Europe

We examine how the size and the composition of acquirer boards are associated with shareholder abnormal returns for 2,230 M&As made by listed firms in Continental Europe. Although board size proves insignificant, our findings do offer some evidence as to a beneficial effect of board diversity on M&A value creation. Gender diversity appears marginally positively associated with acquirer shareholder abnormal returns. The fraction of foreign directors is in general not significantly positive, unless the rule of law in the acquirer country is weak. Nonetheless, nationality diversity in the board turns out harmful in purely domestic takeovers. The influence of age diversity is marginally positive, yet only in domestic and horizontal takeovers. Next, the fraction of independent directors has a robust positive effect on the acquirer CAR, while directors with multiple board appointments prove valuable especially through preventing firms from pursuing poor takeovers. Finally, CEO duality is detrimental only in industry‐diversifying deals initiated by acquirers that are not controlled by an individual or a family shareholder. Any negative CEO‐duality effect is mitigated when the acquirer‐country rule of law is strong.     

A Comparison Between One‐Tier and Two‐Tier Board Structures in France

French companies operate in a unique environment characterized by the strong involvement of block shareholders such as families and banks. Furthermore, the French legal system allows firms to choose between a one‐tier or a two‐tier board structure. This study investigates whether this choice can affect the firm's operating and stock performance. Our regression results provide strong evidence that ownership and board structures are used together as corporate governance tools. In particular, the agency cost of debt is strongly affected by their interaction when institutional investors are also bank lenders. Our test results show that while family control has a negative impact on corporate governance, French institutional blockholders play a positive role as monitors of one‐tier structures. In contrast, they are more likely to misuse the two‐tier board system by promoting interlocked directorship, board opacity and their own interests as creditors. Our regression analysis reveals that foreign institutional investors do not have any impact on firm performance, regardless of board structure. Finally, we do not find any inverse relationship between board size and efficiency in France.     

When much is not better? Top management compensation,board structure,and performance in Spanish firms

Previous empirical results reveal several contradictions when relating top management compensation, board structure and levels of performance. While fewer directors and more external directors are associated with better supervision, there is no agreement on the effect on top management compensation level. This lack of consensus is even more noticeable when analyzing the effect performance. This paper offers a theoretical framework and a panel data methodology based empirical study to account for how earlier analyses have differed. Given the large board dimension in the Spanish market, information processing perspectives are confirmed which positively link board size with higher top management compensation. Similarly, a higher proportion of external directors reduces top management compensation levels since it improves supervision and reduces insiders' power. Finally, a quadratic relation is obtained between performance and top management compensation. This relation explains a positive effect, supported by agency theory on performance at low levels of management compensation, and a negative effect which is consequence of higher managers' discretion at high levels.     

董事会特征与企业自愿信息披露

董事会作为公司治理结构的重要组成部分,是公司内部重要的决策机构,不同董事会特征对自愿信息披露的影响程度不同.本文对董事会特征与上市公司自愿信息披露水平之间的相关关系进行了实证研究.研究结果表明,董事会规模、董事会中独立董事的比例、独立董事亲自参加董事会的频率、董事会会议频率等都与自愿信息披露水平显著正相关,而董事长与CEO是否两职合一、董事会成员持股比例与自愿信息披露水平相关关系不明显.     

日本公司治理模式的改革及其启示

"泡沫经济"破灭后,日本公司治理模式改革的内容主要表现在相互持股的股权结构变化、公司董事会和监事会的强化等几个方面。改革后,日本公司在股权集中度降低、董事会效率的提升、监事会独立性的增强等方面取得了一定的成效。但是,尽管如此,公司治理仍呈现出原有模式的持续和改革并存的状态。日本的公司治理模式改革对中国国有企业公司治理有诸多启发意义。