Corporate Board role duties and composition

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ISSN / EISSN : 1810-8601 / 2312-2722
Current Publisher: Virtus Interpress (10.22495)
Total articles ≅ 303
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Corporate Board role duties and composition; doi:10.22495/cb

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
Mark A. Fuller, 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, Anacleto Correia
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.
Gerasimos G. Rompotis
Corporate Board role duties and composition, Volume 16, pp 35-46; doi:10.22495/cbv16i2art3

This paper examines the relationship between the characteristics of the board and the performance and risk of a firm using data from forty-five Greek listed companies over the period 2015-2018. The analysis considers various alternative performance measures, both accounting-based and stock-based, as well as two measures for risk. The board characteristics considered are the size of the board, the number of female members on the board, the number of non-executive members on the board, and the duality regarding the roles of the chief executive officer (CEO) and the president of the board. As far as the board size is concerned, the results show no significant impact on performance. This finding is in line with past studies on Greek companies. On the contrary, the presence of women on the board seems to be negatively related to performance. The same seems to be the case for the non-executive members, especially when the stock returns are taken into consideration. Finally, when it comes to duality, the results indicate the occupation of the president and CEO roles by the same person exerts a positive impact on firm performance decreasing, at the same time, its risk. This study contributes to the literature in various ways. First, it uses the most recent data from the Greek market. Furthermore, from a political point of view, the study covers a very interesting period, given that during 2015-2018 Greece had for a first time a left-wing government, a factor that could possibly affect the conduction of business in Greece. In addition, the finding that the duality in the roles of CEO and president can lower the risk of a firm is a new finding. Finally, in general, the results confirm the conclusions of the previous studies on Greek companies about the poor impact of the board on firm performance.
Michael Adusei
Corporate Board role duties and composition, Volume 16, pp 19-34; doi:10.22495/cbv16i2art2

This study examines the effect of female on boards on risk-taking with data from 401 microfinance institutions (MFIs) drawn from 64 countries. The study also investigates whether the effect is sensitive to the outreach performance of MFIs. The MFIs sampled for this study are spread across the six MFI regions. The study measures MFI risk by its risk-taking Z-score and risk-adjusted return on assets. The fixed effects estimation technique, known to overcome the omitted variable bias, is deployed to analyze the data. The results show that female representation in the boardroom increases the risk-taking of MFIs. However, when female on boards interacts with the depth of outreach performance of an MFI, its positive impact on MFI risk is observed. It suggests that female directors are more likely to be beneficial to risk management in MFIs that lend more to indigent clients. Several tests, including an instrumental variable test for endogeneity, have been conducted to confirm the robustness of these results.
Hugh Grove, Mac Clouse, Tracy Xu
Corporate Board role duties and composition, Volume 16, pp 8-18; doi:10.22495/cbv16i2art1

The key question and major lessons learned in this research are that individual companies and their boards of directors could use the board director benchmarking information compiled in the Conference Board Report to assess their own boards of directors’ corporate governance practices. For an initial benchmarking approach, this paper compared a poor long-term market performance company (Grove & Clouse, 2019) with a strong long-term market performance company (Grove & Lockhart, 2019). The following benchmarked differences in the boards of directors of these two companies were key success factors for constellation: specific industry knowledge, younger directors, coaching/nurturing, involved roles, long-term compensation of directors, no board entrenchment, board assessment, and board committee rotation. The major sections of this paper are literature review, corporate board practices, benchmarking board of directors: poor long-term market performance example, benchmarking board of directors: strong long-term market performance example, conclusions, and future research. A major limitation of this paper, which could be investigated in future research, is to analyze benchmarked board categories to see if they help explain differences in comparative long-term market performances by many companies since companies and their markets are diverse.
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