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Journal Corporate Board role duties and composition

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Corporate Board role duties and composition; doi:10.22495/cb

Hugh Grove, John M. Holcomb, Mac Clouse, Tracy Xu
Corporate Board role duties and composition, Volume 16, pp 19-27; doi:10.22495/cbv16i1art2

Abstract:The 2019 Business Roundtable Statement on the Purpose of a Corporation, endorsed by 183 CEOs of major U.S. companies, is not such a dramatic break from the past, but rather the next step in a steady retreat from a purely financial approach and an evolution to embrace a stakeholder approach, which is now gaining more and more lip service. The major purpose of this paper is to analyze this Business Roundtable Statement and relate it to three major corporate governance issues: CEO pay, non-financial performance metrics, and sustainability reporting. Then the paper introduces the Commonsense Corporate Governance Principles, which were initially published in 2016 and updated with Version 2.0 in 2018, sponsored by 21 CEOs of major U.S. companies. These Principles provide significant guidance and recommendations for corporations, boards of directors, shareholders, and other stakeholders to follow if they want to create an environment-friendly to meet the fundamental commitments in the Business Roundtable Statement. Accordingly, the major sections of this paper are introduction, CEO pay issues, non-financial performance metrics, sustainability reporting, corporate governance impacts, key points in both versions of the Commonsense Principles, key changes in the Commonsense Principles 2.0, discussion, and conclusions.
Franco Ernesto Rubino, Giovanni Bronzetti, Graziella Sicoli, Maria Baldini, Maurizio Rija
Corporate Board role duties and composition, Volume 16, pp 8-18; doi:10.22495/cbv16i1art1

Abstract:In recent years, both corporate governance and performance management have been subjected to considerable changes. In this dynamic context, it is interesting to study the evolution of the relationship between performance and governance. Does governance still affect performance? The purpose of this paper is to verify the presence and intensity (extent) of the relationship between corporate governance and performance in Italian listed companies by using both accounting and non-accounting performance measures. The purpose of this paper is to investigate the effects of prior firm performance on board composition and governance structure of some companies listed on the Italian stock exchange, analysing how a governance approach influences the performance of sample companies. For the research the methodology used is quantitative and we used regression analysis on a sample of 23 Italian listed companies: mechanical companies and public utilities to find that the company's performance was positively related to the size of the board. The empirical analysis conducted allowed us to verify the hypothesis according to which the increase in Corporate Governance Best Practices influences company performance. However, the results we have received do not allow us to arrive at completely unequivocal interpretations. The results showed we have received do not allow us to arrive at completely unequivocal interpretations; the main limit is the sample size used in this study was relatively small.
Rosaria Cerrone
Corporate Board role duties and composition, Volume 15, pp 58-69; doi:10.22495/cbv15i3art5

Abstract:The paper explores how risk management and internal audit functions can be used effectively to strengthen governance frameworks and ensure compliance with new regulatory requirements in the financial services industry. The aim of the paper is the description of the regulatory framework which gives great relevance to risk management both in banks and in insurance companies. A right and efficient risk management scheme, in fact, is based on efficient corporate governance of the financial intermediary. Better corporate governance ensures the achievement of risk management principles. For this, the paper explores the organizational and governance structure of financial intermediaries. The paper is a timely addition to the current discussion around the relevance of sound governance for banks and insurance. It extends the effort to evaluate risk governance standards at these financial intermediaries against regulatory requirements. The paper comes to the conclusion that risk mitigation as the process of reducing risk exposure and minimizing the likelihood of an incident needs to be continually addressed to ensure the business is fully protected and this aim is reached by linking controls to risks, activities, policies, and procedures and to track their effectiveness.
Domenico Rocco Cambrea
Corporate Board role duties and composition, Volume 15, pp 70-72; doi:10.22495/cbv15i3art6

Abstract:This review covers the book titled “Corporate Governance in Emerging Economies: Theory and Practice”, which was edited by Robert W. McGee, Khaled Hussainey, Yaroslav Mozghovyi (Virtus Interpress, 2018; ISBN: 978-617-7309-02-3). The review shortly outlines the structure of the book, pays attention to its strong sides and issues that will be, by the reviewer’s point of view, most interesting for the reader.
Rahaf Adel, Ahmad Alqatan
Corporate Board role duties and composition, Volume 15, pp 43-57; doi:10.22495/cbv15i3art4

Abstract:Current literature has not examined gender employment issues in Kuwait’s banking industry. This is a key knowledge gap as many women are entering the sector and might be facing discriminatory conducts in comparison to their male colleagues. The scarcity of available literature regarding the Kuwaiti banking sector and its equality practices calls for more research attention to detect discriminatory conducts and improve governmental legislation. This paper builds an international comparison between Kuwait and Britain’s established discrimination legislation. It uses a primary qualitative research method within two of Kuwait’s private banks to address the following questions: firstly, what is the nature of implemented gender equality policies and practices within the banks? This includes patterns of gender segregation, recruitment and selection processes, promotional opportunities and gender pay gaps. And secondly, how do Islamic and conventional banks differ with regards to their equality practices and gender career opportunities? The findings of the study were similar within both Islamic and conventional banks. Results indicated a strong prevalence within Kuwait of social and cultural factors, which shape gender roles and ideologies. Occupational gender segregation and thus pay inequalities were found to be a distinct feature of the sector in both countries. And this was linked to long working hours cultures, the unbalanced load of domestic and care burden between males and females, as well as discretionary managerial practices for selection, hiring and promotions. The paper highlights key areas of improvements with regards to equality practices and legislative policy planning in Kuwait.
Corporate Board role duties and composition, Volume 15, pp 27-42; doi:10.22495/cbv15i3art3

Abstract:The aim of the paper is to investigate the relationship between ownership concentration and the degree of comply-or-explain disclosure regarding the composition and functioning of boards of directors, also considering the moderating role played by family ownership. The study is conducted on a sample of 227 Italian non-financial listed companies. The results reveal a negative relationship between ownership concentration and the degree of comply-or-explain disclosure. Moreover, this relationship is stronger in companies having a family firm as a dominant shareholder. The paper contributes to previous studies on the degree of adherence to corporate governance code by investigating both the comply aspect and the explanations provided in cases of non-compliance. Moreover, the study contributes to previous research on the relationship between ownership structure and disclosure by considering the moderating role played by shareholder identity.
Sunday Adebowale, Adesoga Adefulu
Corporate Board role duties and composition, Volume 15, pp 17-26; doi:10.22495/cbv15i3art2

Abstract:Employees are a vital resource for organisations. Their collective performance could determine productivity, growth and survival of organisations. Globally, employee productivity has become a subject of intense research. Studies in literature reported inconsistent findings of relationship between training and employee productivity. Employee productivity (efficiency, quality of work and timeliness of work) is perceived to be low probably due to inadequate training (on the job training, skill development, resilience and career success) of the employees. This paper, therefore, examined the relationship between training and employee productivity of selected insurance companies in Lagos State, Nigeria. The authors used survey research method. The population of study was 1527 employees in 8 selected insurance companies from which sample of 560 was selected using stratified sampling technique. The paper used questionnaire as research instrument validated through face and contents validity tests with Cronbach’s Alpha reliability coefficients ranged from 0.62 to 0.84 for various constructs used. The authors analysed data using both descriptive and inferential statistics. The study disclosed a moderate positive relationship between training and employee productivity with a correlation coefficient r (501) = 0.542, p < 0.05. Findings of the paper supported Board of directors’ investment decision in personnel development, employees’ skills, and attitude that enhanced productivity. The study concluded that training was essential for employee productivity.
Corporate Board role duties and composition, Volume 15, pp 4-6; doi:10.22495/cbv15i2_editorial

Abstract:Nowadays, literature and practitioners, from a theoretical and empirical focus, agree that corporate governance efficiency is essential to achieve the long-term sustainability of firms and institutions. This issue of the journal marks another step in this area, providing an interdisciplinary dialogue on diversity in corporate governance practices.
Daisuke Asaoka
Corporate Board role duties and composition, Volume 15, pp 8-16; doi:10.22495/cbv15i3art1

Abstract:Mergers and acquisitions (M&A) are among the key strategic decisions that firms make. But the problem is that they often result in failure and impairment loss, with the fair value of the acquisition price becoming an issue that poses the risk of overvaluation. The purpose of this paper is to explain the nature of this risk by shedding light on the errors and biases of decision-making managers and directors and their effect on decision-making processes which involve a high degree of discretion and judgment. The paper finds that biases causing overvaluation include overconfidence by managers; an escalation of bidding prices leading to winner’s curse; anchoring in pricing; the endowment effect; and hindsight and confirmation biases. Corporate governance architecture can be designed to mitigate these biases while preserving the positive aspects of overconfidence, such as its promoting of productive and creative activities and coherent internal management. But it is not a panacea since independent directors also have biases and conflicts of interest inherent in the mechanism. Advancements in the understanding of human emotion and psychology promise to protect shareholders by deepening our understanding of corporate decisions.
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