Frameworks in regulating company directors : rethinking the philosophical foundations to enhance accountability

Sets out a system of corporate governance regulation, aimed at combining legal and social methods of governing director behaviour and at creating a framework flexible enough to accommodate different business and ethical cultures. Outlines the theoretical basis of corporate governance and the broad responsibilities of directors, and discusses the extent to which they can and should be regulated. Discusses the constitution of a regulatory framework encompassing law, soft law and best practice, and ethics.

Do board contacts matter? : an analysis of the relationship between boards of directors’ ties and the performance of Australia’s largest companies.

Boards of directors are thought to provide access to a wealth of knowledge and resources for the companies they serve, and are considered important to corporate governance. Under the Resource Based View (RBV) of the firm (Wernerfelt, 1984) boards are viewed as a strategic resource available to firms. As a consequence there has been a significant research effort aimed at establishing a link between board attributes and company performance. In this thesis I explore and extend the study of interlocking directorships (Mizruchi, 1996; Scott 1991a) by examining the links between directors’ opportunity networks and firm performance. Specifically, I use resource dependence theory (Pfeffer & Salancik, 1978) and social capital theory (Burt, 1980b; Coleman, 1988) as the basis for a new measure of a board’s opportunity network. I contend that both directors’ formal company ties and their social ties determine a director’s opportunity network through which they are able to access and mobilise resources for their firms. This approach is based on recent studies that suggest the measurement of interlocks at the director level, rather than at the firm level, may be a more reliable indicator of this phenomenon. This research uses publicly available data drawn from Australia’s top-105 listed companies and their directors in 1999. I employ Social Network Analysis (SNA) (Scott, 1991b) using the UCINET software to analyse the individual director’s formal and social networks. SNA is used to measure a the number of ties a director has to other directors in the top-105 company director network at both one and two degrees of separation, that is, direct ties and indirect (or ‘friend of a friend’) ties. These individual measures of director connectedness are aggregated to produce a board-level network metric for comparison with measures of a firm’s performance using multiple regression analysis. Performance is measured with accounting-based and market-based measures. Findings indicate that better-connected boards are associated with higher market-based company performance (measured by Tobin’s q). However, weaker and mostly unreliable associations were found for accounting-based performance measure ROA. Furthermore, formal (or corporate) network ties are a stronger predictor of market performance than total network ties (comprising social and corporate ties). Similarly, strong ties (connectedness at degree-1) are better predictors of performance than weak ties (connectedness at degree-2). My research makes four contributions to the literature on director interlocks. First, it extends a new way of measuring a board’s opportunity network based on the director rather than the company as the unit of interlock. Second, it establishes evidence of a relationship between market-based measures of firm performance and the connectedness of that firm’s board. Third, it establishes that director’s formal corporate ties matter more to market-based firm performance than their social ties. Fourth, it establishes that director’s strong direct ties are more important to market-based performance than weak ties. The thesis concludes with implications for research and practice, including a more speculative interpretation of these results. In particular, I raise the possibility of reverse causality – that is networked directors seek to join high-performing companies. Thus, the relationship may be a result of symbolic action by companies seeking to increase the legitimacy of their firms rather than a reflection of the social capital available to the companies. This is an important consideration worthy of future investigation.

Regulating non-executive directors in Australia : a socio-legal approach

Discusses the role of legislation and codes of conduct in influencing the behaviour of non-executive directors. Outlines the functions of a board of directors and considers the role on non-executive directors in particular. Traces the development of standards of skill required on non-executive directors both under the Australian Corporations Act 2001 and under common law. Questions whether these have brought about a real change in behaviour. Considers whether professionalisation of directorship could be more effective.

Does Chinese traditional values matter in regulating China's company directors? Preliminary findings from surveys in Hong Kong

Much has been said about Chinese corporate governance and the new laws on companies. While most literature focuses on either the political or the legal doctrinal issues, this paper argues that Chinese traditional values do matter in Chinese corporate governance. The object of this paper is to report on the preliminary findings of a project supported by the General Research Fund in Hong Kong (HK). Thus far the survey results from HK respondents support our hypothesis. As such, traditional Chinese values should be on the agenda of the next round of company law reforms in China.

The role of the board of directors : perceptions of managerial elites

We highlight how directors and senior managers perceive the roles of a board to involve overseeing risk and compliance, strategy, governance, developing the CEO and senior management and managing stakeholders. We find that managers and directors perceive board effectiveness as linked to different combinations of these roles and that there appear to be differences in perceptions between different types of firms. We conclude that clarity around the board’s role set is critical to furthering the corporate governance research agenda, and that the relationship between board roles and perceived board effectiveness differs between managers and directors.

Boards of directors' contribution to strategy : a literature review and research agenda

Research Question/Issue: Over the last four decades, research on the relationship between boards of directors and strategy has proliferated. Yet to date there is little theoretical and empirical agreement regarding the question of how boards of directors contribute to strategy. This review assesses the extant literature by highlighting emerging trends and identifying several avenues for future research. Research Findings/Results: Using a content-analysis of 150 articles published in 23 management journals up to 2007, we describe and analyze how research on boards of directors and strategy has evolved over time. We illustrate how topics, theories, settings, and sources of data interact and influence insights about board–strategy relationships during three specific periods. Theoretical Implications: Our study illustrates that research on boards of directors and strategy evolved from normative and structural approaches to behavioral and cognitive approaches. Our results encourage future studies to examine the impact of institutional and context-specific factors on the (expected) contribution of boards to strategy, and to apply alternative methods to fully capture the impact of board processes and dynamics on strategy making. Practical Implications: The increasing interest in boards of directors’ contribution to strategy echoes a movement towards more strategic involvement of boards of directors. However, best governance practices and the emphasis on board independence and control may hinder the board contribution to the strategic decision making. Our study invites investors and policy-makers to consider the requirements for an effective strategic task when they nominate board members and develop new regulations.

Do Chinese traditional values matter in regulating China’s company directors? Preliminary findings from surveys in Hong Kong

This article argues that Chinese traditional values do matter in Chinese corporate governance. The object is to report on the preliminary findings of a project supported by the General Research Fund in Hong Kong (HK). Thus far the survey results from HK respondents support the authors’ hypothesis. As such, traditional Chinese values should be on the agenda of the next round of company law reforms in China

Legislative proposals to codify directors' liability for insolvent trading in Hong Kong : a 10-year journey

Hong Kong is a modern global city with a reputation for well-regulated financial markets, but for years, the government had been trying to enact laws on corporate rescue procedures with relatively little success. It is under the pretext of the Global Financial Crisis, the threat of a future economic meltdown gave the Hong Kong government the impetus to revisit this issue. This third attempt to codify statutory obligations on directors’ liability for insolvent trading has been criticised for either setting the standards too high or low for directors trading whilst insolvent. There is also some reservation given the beliefs and values of directors in Chinese family-owned and controlled companies. These companies would most likely trade out the difficult times. Nevertheless, this does not negate from the fact that the enactment of corporate rescue procedures in Hong Kong in 2010 is a momentous achievement for the Hong Kong government.

Resonance : a music director’s theomusicological study of ‘praise’ and ‘glory’ in a selection of four liturgical music excerpts

Some of my most powerful spiritual experiences have come from the splendorous and sublime sounding hymns performed by a choir and church organ at the traditional Anglican church I’ve attended since I was very young. In the later stage of my life, my pursuit of education in the field of engineering caused me to move to Australia where I regularly attended a contemporary evangelical church and subsequently became a music director in the faith community. This environmental and cultural shift altered my perception and musical experiences of Christian music and led me to enquire about the relationship between Christian liturgy and church music. Throughout history church musicians and composers have synthesised the theological, congregational, cultural and musical aspects of church liturgy. Many great composers have taken into account the conditions surrounding the process of sacred composition and arrangement of music to enhance the experience of religious ecstasy – they sought resonances with Christian values and beliefs to draw congregational participation into the light of praising and glorifying God. As a music director in an evangelical church this aspiration has become one I share. I hope to identify and define the qualities of these resonances that have been successful and apply them to my own practice. Introduction and Structure of the Thesis In this study I will examine four purposively selected excerpts of Christian church vocal music combining theomusicological and semiotic analysis to help identify guidelines that might be useful in my practice as a church music director. The four musical excerpts have been selected based upon their sustained musical and theological impact over time, and their ability to affect ecstatic responses from congregations. This thesis documents a personal journey through analysis of music and uses a context that draws upon ethno-musicological, theological and semiotic tools that lead to a preliminary framework and principles which can then be applied to the identified qualities of resonance in church music today. The thesis is comprised of four parts. Part 1 presents a literature study on the relationship between sacred music, the effects of religious ecstasy and the Christian church. Multiple lenses on this phenomenon are drawn from the viewpoints of prominent western church historians, Biblical theologians, and philosophers. The literature study continues in Part 2, where the role of embodiment is examined from the current perspective of cognitive learning environments. This study offers a platform for a critical reflection on two distinctive musical liturgical systems that have treated differently the notion of embodied understanding amidst a shifting church paradigm. This allows an in-depth theological and philosophical understanding of the liturgical conditions around sacred music-making that relates to the monistic and dualistic body/mind. Part 3 involves undertaking a theomusicological methodology that utilises creative case studies of four purposively selected spiritual pieces. A semiotic study focuses on specific sections of sacred vocal works that express the notions of ‘praise’ and ‘glorification’, particularly in relation to these effects,which combine an analysis of theological perspectives around religious ecstasy and particular spiritual themes. Part 4 presents the critiques and findings gathered from the study that incorporate theoretical and technological means to analyse the purposive selected musical artefact, particularly with the sonic narratives expressing notions of ‘Praise' and 'Glory’. The musical findings are further discussed in relation to the notion of resonance, and then a conceptual framework for the role of contemporary musicdirector is proposed. The musical and Christian terminologies used in the thesis are explained in the glossary, and the appendices includes tables illustrating the musical findings, conducted surveys, written musical analyses and audio examples of selected sacred pieces available on the enclosed compact disc.

Investigating the development of the internal and external service tasks of non-executive directors: the case of the Netherlands (1997-2005)

During the last decade, globalisation and liberalisation of financial markets, changing societal expectations and corporate governance scandals have increased the attention for the fiduciary duties of non-executive directors. In this context, recent corporate governance reform initiatives have emphasised the control task and independence of non-executive directors. However, little attention has been paid to their impact on the external and internal service tasks of non-executive directors. Therefore, this paper investigates how the service tasks of non-executive directors have evolved in the Netherlands. Data on corporate governance at the top-100 listed companies in the Netherlands between 1997 and 2005 show that the emphasis on non-executive directors' external service task has shifted to their internal service task, i.e. from non-executive directors acting as boundary spanners to non-executive directors providing advice and counselling to executive directors. This shift in board responsibilities affects non-executive directors' ability to generate network benefits through board relationships and has implications for non-executive directors' functional requirements.