Board monitoring and judgement as processes of sensemaking

When organizational scandals occur, the common refrain among commentators is: 'Where was the board in all this?' 'How could the directors not have known what was going on?''Why didn't the board intervene?' The scandals demonstrate that board monitoring or oganizational performance is a matter of great importance. By monitoring, we mean the act of keeping the organization under review. In many English-speaking countries, directors have a legal duty of care, which includes duties to monitor the performance of their organizations (Hopt and von Hippel 2010). However, statutory law typically merely states the duty, while providing little guidance on how that duty can be met.

Board monitoring and the balanced scorecard in nonprofits : challenges in realising potential

Directors of nonprofits in most countries have legal responsibility for monitoring organisational performance (Brody 2010), although there is typically little guidance on how this should occur. The balanced scorecard (BSC) (Kaplan & Norton, 1996, 2001) potentially provides boards with a monitoring tool (Kaplan $ Norton, 2006; Lorsch, 2002). The BSC is intended to help integrate performance measurement, performance management and strategy implmentation (Kaplan 2009). The scorecards is balanced in that it should incorporate both financial and non-financial measures, external and internal perspectives, short and long-term objectives and both lagging and leading indicators. It is a relatively simple tool, but with potentially profound implications for directing board attention and sbusequent action (Ocasio, 1997; Salterio, 2012).

Optimal monitoring in family-owned companies? Evidence from Asia

Manuscript Type: Empirical Research Issue: We propose that high levels of monitoring are not always in the best interests of minority shareholders. In family-owned companies the optimal level of board monitoring required by minority shareholders is expected to be lower than that of other companies. This is because the relative benefits and costs of monitoring are different in family-owned companies. Research Findings: At moderate levels of board monitoring, we find concave relationships between board monitoring variables and firm performance for family-owned companies but not for other companies. The optimal level of board monitoring for our sample of Asian family-owned companies equates to board independence of 38%, separation of the Chairman and CEO positions and establishment of audit and remuneration committees. Additional testing shows that the optimal level of board monitoring is sensitive to the magnitude of the agency conflict between the family group and minority shareholders and the presence of substitute monitoring. Practitioner/Policy Implications: For policymakers, the results show that more monitoring is not always in the best interests of minority shareholders. Therefore, it may be inappropriate for regulators to advise all companies to follow the same set of corporate governance guidelines. However, our results also indicate that the board governance practices of family-owned companies are still well below the identified optimal levels. Keywords: Corporate Governance, Board Independence, Board of Directors, Family Firms, Monitoring.

Integrating agency and resource dependence theory : firm profitability, industry regulation, and board task performance

Boards of directors are key governancemechanisms in organizations and fulfill twomain tasks:monitoringmanagers and firm performance, and providing advice and access to resources. In spite of a wealth of researchmuch remains unknown about how boards attend to the two tasks. This study investigates whether organizational (firm profitability) and environmental factors (industry regulation) affect board task performance. The data combine CEOs' responses to a questionnaire, and archival data from a sample of large Italian firms. Findings show that past firm performance is negatively associatedwith board monitoring and advice tasks; greater industry regulation enhances perceived board task performance; board monitoring and advice tasks tend to reinforce each other, despite their theoretical and practical distinction.

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.

How nonprofit boards monitor, judge and influence organisational performance

The law and popular opinion expect boards of directors will actively monitor their organisations. Further, public opinion is that boards should have a positive impact on organisational performance. However, the processes of board monitoring and judgment are poorly understood, and board influence on organisational performance needs to be better understood. This thesis responds to the repeated calls to open the ‘black box’ linking board practices and organisational performance by investigating the processual behaviours of boards. The work of four boards1 of micro and small-sized nonprofit organisations were studied for periods of at least one year, using a processual research approach, drawing on observations of board meetings, interviews with directors, and the documents of the boards. The research shows that director turnover, the difficulty recruiting and engaging directors, and the administration of reporting, had strong impacts upon board monitoring, judging and/or influence. In addition, board monitoring of organisational performance was adversely affected by directors’ limited awareness of their legal responsibilities and directors’ limited financial literacy. Directors on average found all sources of information about their organisation’s work useful. Board judgments about the financial aspects of organisational performance were regulated by the routines of financial reporting. However, there were no comparable routines facilitating judgments about non-financial performance, and such judgments tended to be limited to specific aspects of performance and were ad hoc, largely in response to new information or the repackaging of existing information in a new form. The thesis argues that Weick’s theory of sensemaking offers insight into the way boards went about the task of understanding organisational performance. Board influence on organisational performance was demonstrated in the areas of: compliance; instrumental influence through service and through discussion and decision-making; and by symbolic, legitimating and protective means. The degree of instrumental influence achieved by boards depended on director competency, access to networks of influence, and understandings of board roles, and by the agency demonstrated by directors. The thesis concludes that there is a crowding out effect whereby CEO competence and capability limits board influence. The thesis also suggests that there is a second ‘agency problem’, a problem of director volition. The research potentially has profound implications for the work of nonprofit boards. Rather than purporting to establish a general theory of board governance, the thesis embraces calls to build situation-specific mini-theories about board behaviour.

Corporate governance mechanisms and earnings management in transitional countries – evidence from Chinese listed firms

The objective of this thesis is to investigate whether the corporate governance practices adopted by Chinese listed firms are associated with the quality of earnings information. Based on a review of agency and institutional theory, this study develops hypotheses that predict the monitoring effectiveness of the board and the audit committee. Using a combination of univariate and multivariate analyses, the association between corporate governance mechanisms and earnings management are tested from 2004 to 2008. Through analysing the empirical results, a number of findings are summarised as below. First, board independence is weakened by the introduction of government officials as independent directors on the boards. Government officials acting as independent directors, claim that they meet the definition of independent director set by the regulation. However, they have some connection with the State, which is the controlling shareholder in listed SOEs affiliated companies. Consequently, the effect of the independent director’s expertise in constraining earnings management is mitigated as demonstrated by an insignificant association between board expertise and earnings management. An alternative explanation for the inefficiency of board independence may point to the pre-selection of independent directors by the powerful CEO. It is argued that a CEO can manipulate the board composition and choose the "desirable" independent directors to monitor themselves. Second, a number of internal mechanisms, such as board size, board activities, and the separation of the roles of the CEO and chair are found to be significantly associated with discretionary accruals. This result suggests that there are advantages in having a large and active board in the Chinese setting. This can offset the disadvantages associated with large boards, such as increased bureaucracy, and hence, increase the constraining effects of a large and resourceful board. Third, factor analysis identifies two factors: CEO power and board power. CEO power is the factor which consists of CEO duality and turnover, and board power is composed of board size and board activity. The results of CEO power show that if a Chinese listed company has CEO duality and turnover at the same time, it is more likely to have a high level of earnings management. The significant and negative relationship between board power and accruals indicate that large boards with frequent meetings can be associated with low level of earnings management. Overall, the factor analysis suggests that certain governance mechanisms complement each other to become more efficient monitors of opportunistic earnings management. A combination of board characteristics can increase the negative association with earnings management. Fourth, the insignificant results between audit committees and earnings management in Chinese listed firms suggests that the Chinese regulator should strengthen the audit committee functions. This thesis calls for listed firms to disclose more information on audit committee composition and activities, which can facilitate future research on the Chinese audit committee’s monitoring role. Fifth, the interactive results between State ownership and board characteristics show that dominant State ownership has a moderating effect on board monitoring power as the State totally controls 42% of the issued shares. The high percentage of State ownership makes it difficult for the non-controlling institutional shareholders to challenge the State’s dominant status. As a result, the association between non-controlling institutional ownership and earnings management is insignificant in most situations. Lastly, firms audited by the international Big4 have lower abnormal accruals than firms audited by domestic Chinese audit firms. In addition, the inverse U-shape relationship between audit tenure and earnings quality demonstrates the changing effects of audit quality after a certain period of appointment. Furthermore, this thesis finds that listing in Hong Kong Stock Exchanges can be an alternative governance mechanism to discipline Chinese firms to follow strict Hong Kong listing requirements. Management of Hong Kong listed companies are exposed to the scrutiny of international investors and Hong Kong regulators. This in turn reduces their chances of conducting self-interested earnings manipulation. This study is designed to fill the gap in governance literature in China that is related to earnings management. Previous research on corporate governance mechanisms and earnings management in China is not conclusive. The current research builds on previous literature and provides some meaningful implications for practitioners, regulators, academic, and international investors who have investment interests in a transitional country. The findings of this study contribute to corporate governance and earnings management literature in the context of the transitional economy of China. The use of alternative measures for earnings management yields similar results compared with the accruals models and produces additional findings.

On-board mass monitoring of heavy vehicles : results of testing program

The Transport Certification Australia on-board mass feasibility project is testing various on-board mass devices in a range of heavy vehicles (HVs). Extensive field tests of on-board mass measurement systems for HVs have been conducted during 2008. These tests were of accuracy, robustness and tamper-evidence of heavy vehicle on-board mass telematics. All the systems tested showed accuracies within approximately +/- 500 kg of gross combination mass or approximately +/- 2% of the attendant weighbridge reading. Analysis of the dynamic data also showed encouraging results and has raised the possibility of use of such dynamic information in tamper evidence in two areas. This analysis was to determine if the use of averaged dynamic data could identify potential tampering or incorrect operating procedures as well as the possibility of dynamic measurements flagging a tamper event by the use of metrics including a tampering index (TIX). Technical and business options to detect tamper events will now be developed during implementation of regulatory OBM system application to Australian heavy vehicles (HVs).

A regulatory on-board mass monitoring application for heavy vehicles in Australia

This paper reports on the development of specifications for an on-board mass monitoring (OBM) application for regulatory requirements in Australia. An earlier paper reported on feasibility study and pilot testing program prior to the specification development [1]. Learnings from the pilot were used to refine this testing process and a full scale testing program was conducted from July to October 2008. The results from the full scale test and evidentiary implications are presented in this report. The draft specification for an evidentiary on-board mass monitoring application is currently under development.

The development of an evidentiary on-board massmonitoring application for heavy vehicles

This paper reports on the development of specifications for an on-board mass monitoring (OBM) application for regulatory requirements in Australia. An earlier paper reported on feasibility study and pilot testing program prior to the specification development [1]. Learnings from the pilot were used to refine this testing process and a full scale testing program was conducted from July to October 2008. The results from the full scale test and evidentiary implications are presented in this report. The draft specification for an evidentiary on-board mass monitoring application is currently under development.

Dynamic analysis of on-board mass data to determine tampering in heavy vehicle on-board mass systems

Transport Certification Australia Limited, jointly with the National Transport Commission, has undertaken a project to investigate the feasibility of on-board mass monitoring (OBM) devices for regulatory purposes. OBM increases jurisdictional confidence in operational heavy vehicle compliance. This paper covers technical issues regarding potential use of dynamic data from OBM systems to indicate that tampering has occurred. Tamper-evidence and accuracy of current OBM systems needed to be determined before any regulatory schemes were put in place for its use. Tests performed to determine potential for, and ease of, tampering. An algorithm was developed to detect tamper events. Its results are detailed.

Static accuracy and precision of heavy vehicle on-board mass systems

Objective • Feasibility programme for on-board mass (OBM) monitoring of heavy vehicles (HVs) • Australian road authorities through Transport Certification Australia (TCA) • Accuracy of contemporary, commercially-available OBM units in Australia • Results need to be addressed/incorporated into specifications for Stage 2 of Intelligent Access Program (IAP) by Transport Certification Australia

Tamper evidence for heavy vehicle on board mass systems

On-board mass (OBM) monitoring devices on heavy vehicles (HVs) have been tested in a national programme jointly by Transport Certification Australia Limited and the National Transport Commission. The tests were for, amongst other parameters, accuracy and tamper-evidence. The latter by deliberately tampering with the signals from OBM primary transducers during the tests. The OBM feasibility team is analysing dynamic data recorded at the primary transducers of OBM systems to determine if it can be used to detect tamper events. Tamper-evidence of current OBM systems needs to be determined if jurisdictions are to have confidence in specifying OBM for HVs as part of regulatory schemes. An algorithm has been developed to detect tamper events. The results of its application are detailed here.

Monitoring style drift : evidence from U.S. Equity funds

This thesis examines the stewardship and investment style monitoring by managers and boards of U.S. equity funds. Results indicate that complying with a fund’s declared style, especially in value-growth dimension, remains a challenge for fund managers and boards, and that style-based investors should be aware of the risk of style drift since fund managers and boards do not always monitor the fund’s investment style as stated in the prospectus. Results also show that the quality of fund stewardship, as reflected by fund board quality, corporate culture, manager compensation, regulatory history, and fees are effective in ensuring that fund managers and boards perform their fiduciary obligation by increasing monitoring of the fund investment style.