Corporate Board role duties and composition

Journal Information
ISSN / EISSN : 1810-8601 / 2312-2722
Current Publisher: Virtus Interpress (10.22495)
Total articles ≅ 307
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Stergios Tasios, Evangelos Chytis, Panagiota Karametou, Periklis Tagkas
Corporate Board role duties and composition, Volume 17, pp 20-29; doi:10.22495/cbv17i1art2

Corporate disclosures constitute the main means of communication between companies and their related parties, with the Internet being one of the most important. Although several studies have been conducted on the extent of disclosures on the Internet and the factors that affect it (Elsayed, Masry, & Elbeltagi, 2010; Botti, Boubaker, Hamrouni, & Solonandrasana, 2014; etc.), research during the crisis of the pandemic is limited. The purpose of this paper is twofold. On the one hand, it aims to examine the extent and quality of disclosures that companies provided on corporate websites during the COVID-19 pandemic. On the other hand, an effort is made to assess which factors affected the extent of disclosure. These factors focus on firm-specific characteristics (company size, leverage, profitability, auditing firm size) and core corporate governance attributes (board size, ownership concentration and chief executive officer duality). Results indicate that average disclosure was relatively high. Regression analysis shows that the level of disclosure was significantly positively associated with company size, profitability and board size. This indicates that during the pandemic, larger companies, more profitable and with more board members, disclosed more information on their websites. The results of the study may be of interest for clients, financial and credit analysts, investors, supervisory authorities as well as management, in their effort to improve corporate disclosures and the level of social responsibility.
Hugh Grove, Maclyn Clouse, Tracy Xu
Corporate Board role duties and composition, Volume 17, pp 8-19; doi:10.22495/cbv17i1art1

The COVID-19 pandemic has caused escalating levels of business, economic, and societal uncertainty and created extensive disruptions in the global market. The major research question of this study is how boards of directors can manage uncertainty in the post-COVID environment, especially in their duties as gatekeepers for both their own shareholders and all the stakeholders, including employees, customers, creditors, and suppliers. It is critical for boards to develop practices to help their companies manage uncertainty in the COVID and post-COVID times, as shown by the following topics discussed and analyzed in this paper: managing uncertainty with visibility, control, and agility practices; risk strategies for non-executive directors; global risk concerns; disruptive risks and opportunities from emerging technologies; boardroom risk advice; and boardroom risk questions. All these issues and areas of concern are relevant, even critical, to help boards develop sound practices for managing post-COVID uncertainty, to help their companies survive, and to strengthen corporate governance. Future research could use case studies and interviews of company boards to investigate how they have developed risk strategies and procedures to manage uncertainty as lessons learned from the 2020 COVID pandemic, which was a coronavirus “black swan” (a surprise event with major effects).
Nyande Fania, Chen Yan, Joseph B. Kuyon, Brima Sesay,
Corporate Board role duties and composition, Volume 16, pp 63-81; doi:10.22495/cbv16i3art5

The notion of corporate governance has been given credence on the policy agenda in many countries across the globe, especially after the frequent non-stop worldwide cases of corporate fraud and scandals. This has brought about the massive campaign on corporate governance reforms on finding dynamic corporate practices, structures, and systems that ensure that firms remain profitable, attractive, and sustainable. This study examines the effect of board structural characteristics (BSC) to achieve firm performance (FP) via the mediating effects of board roles (BRs) (frequency of board meetings (FOBM) and board size (BZ)) and the intervening role of corporate governance (CG) code which is an innovative model. By collecting data for 392 listed companies in South Africa for the period 2006-2018 and by employing the generalized method of moments (GMM) model, the findings of the study reveal that FOBM and BZ mediate the relationship between BSC and FP. Furthermore, the study finds a novelty in the interactive effect of corporate governance reforms with BSC on BRs. The study uncovers significant incremental effects of corporate governance reforms interacting with the BSC. These interactions significantly increase the relation after the implementation of the CG code.
Luiz Philippe Antoun De Almeida,
Corporate Board role duties and composition, Volume 16, pp 52-62; doi:10.22495/cbv16i3art4

There is no clear positive and significant impact of institutional investor activism in Brazil possibly due to lack of skills, portfolio diversification motivations (Sonza & Granzotto, 2018), and conflicts of interest (Maranho, Leal, & Bortolon, 2020). This article investigates two high profile activism cases to assess these conjectures and address two very large and widely held Brazilian companies, which had good corporate governance indicators and were not state-controlled or closely regulated. The cases involve the two largest Brazilian pension funds, both sponsored by state-owned companies because their size and importance would make a positive outcome more likely. Yet, in both cases, the pensions funds failed in their attempts, even when acting jointly with other foreign and domestic institutional investors. The conclusion suggests that these investors may lack skills to assess the likelihood and consequences of events that occurred soon after their investment and that changed the fundamental nature of their investees. This study places the lack of activism success under the general discussion of the challenge of costly active versus passive portfolio management. Finally, there was no evidence of conflicts of interest and political alignment of these state-related pension funds in these two activism situations
Hugh Grove, Mac Clouse, Tracy Xu
Corporate Board role duties and composition, Volume 16, pp 39-51; doi:10.22495/cbv16i3art3

The major research question in this paper is how to provide guidance to board of directors’ audit committees in order to strengthen corporate governance. Audit committees have a direct responsibility to oversee the integrity of a company’s financial statements and to hire, compensate, and oversee the external auditor. Public focus, especially by activist and passive investors, on how audit committees discharge these responsibilities has increased significantly. As analyzed in this paper, indications that this current audit regime is not working are overwhelming. Neither the public interest nor the needs of investors are being served by the auditor-client relationship as it exists. The reforms suggested in this paper represent advances that would help both board of directors’ audit committees and the auditing profession become trusted watchdogs of public companies’ financial information. This paper speaks to the growing research attention to the audit function and maps out the well-developed strategies to advance the audit quality. The major sections of this paper are a century of audit opinions, 21st-century frauds, fraud analysis, auditor assessment tool (created by The Center for Audit Quality), auditor continuing issues, auditor upgrades, discussion, and conclusion
Vyttas Vasileios
Corporate Board role duties and composition, Volume 16, pp 24-38; doi:10.22495/cbv16i3art2

This work is licensed under a Creative Commons Attribution 4.0 International License. Abstract The purpose of the present study was to develop
, Chris Bart
Corporate Board role duties and composition, Volume 16, pp 8-23; doi:10.22495/cbv16i3art1

In this study, we examine two key issues situated at the intersection of corporate governance and corporate political activity literature. The first is whether the presence of ex-politicians or former government officials on a corporate board provides a competitive advantage for the firm. A second, related question is whether the presence of these outside directors on the board of directors is perceived as desirable by their fellow directors. While some have characterized the study of board processes as a black box (Leblanc, 2003; Pugliese et al., 2009) due to the difficulty in acquiring data, we circumvented this challenge by directly surveying 82 Canadian board members, then delved deeper with ten directors using supplemental qualitative interviews. The results were examined via the lens of strategic positioning theory in contrast to the well-worn use of agency and resource dependency theories in the literature. Our findings suggest that heterogeneous benefits may accrue depending upon the industry involved, and the political experience of the director(s) in question. However, a majority of current directors expressed significant reservations concerning the appointment of a political director. These findings, combined with the understudied Canadian context and the use of qualitative research methods, contribute to the extant literature.
Corporate Board role duties and composition, Volume 16, pp 4-6; doi:10.22495/cbv16i2editorial

This work is licensed under a Creative Commons Attribution 4.0 International License. This issue of the journal "Corporate Board: Role, Duties
Pedro B. Água,
Corporate Board role duties and composition, Volume 16, pp 54-64; doi:10.22495/cbv16i2art5

Innovation is a key driver for any organization’s competitiveness and sustainability. Even in the public sector, a lack of innovation may affect organizations in many different ways, ranging from lost opportunities for more efficient and innovative processes to staff morale decrease; staff that embeds organizational knowledge, values and culture. Innovation can provide new ways of doing things; strengthening competitive advantages or providing more competitive products and services. Innovative organizations also make jobs more fulfilling, and ultimately making the world a better place. Board directors need to be more than just observers. According to Chouaibi, Boujelbene, and Affes (2009), board directors do have a main role in what driving innovation concerns, and that there is a need for an adequate framework in order to promote such involvement from the board of directors. Moreover, Saravia and Saravia-Matus (2017) suggest the problem of the determination of causality has become an increasingly important question in the field of corporate governance. By following a logical thinking process, we ended at a pragmatic and deployable model backed by logical cause and effect. Taking a business policy approach, we argue that it is possible to attain more innovative organizations and innovation governance should be on every board’s priority list.
Badar Mohammed Almeajel Alanazi
Corporate Board role duties and composition, Volume 16, pp 47-53; doi:10.22495/cbv16i2art4

The principle of limited liability of a company has been uniformly adopted by developed countries. In order to ensure a fair balance, the courts agree on occasion to ‘pierce’ or ‘lift’ the corporate veil, which involves imposing liability on the mother company for actions of its subsidiary or individual shareholders, directors, and other involved persons for actions of the company. In this regard, there have been several studies arguing the legal issues associated with the limited liability of a company and piercing the corporate veil such as Schall (2016) and Michoud (2019). This paper compares current veil-piercing practices in three jurisdictions: the UK, the US, and Australia in order to outline the advantages and limitations of the approaches taken by the courts in each country as well as to identify best practices in terms of veil piercing. For that purpose, an analytical approach to the examination of the relevant legal rules, principles, and court cases has been adopted in undertaking the present paper. The paper comes up with a number of specific suggestions and recommendations for improving the regulatory role in regard to the subject of piercing of the corporate veil.
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