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.

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.

An exploratory study into director selection : who do directors want on their boards and how do they select them?

This exploratory study into director selection involved in-depth interviews with Australian non-executive directors to identify what directors consider as important criteria when selecting new members and the approach taken to identify and select candidates. The findings indicate boards select new members based not only on their ability to contribute complementary skills and experience but also on a perceived compatibility with incumbent board members. While these two selection criteria are considered equal in importance, not all selection approaches are able to adequately assess both criteria. As a result many selections fail to realise their selection criteria.

Corporate governance quality, audit fees and non-audit services fees

This paper extends prior research on the relationship between governance quality and auditor remuneration.We examine the influence of audit committee effectiveness (ACE), a proxy for governance quality, on audit fees (AF) and non-audit services fees (NASF) using a new composite measure comprising audit committee independence, expertise, diligence and size. We find that after controlling for board of director characteristics, there is a significant positive association between ACE and AF only for larger clients. Our results indicate that effective audit committees undertake more monitoring which results in wider audit scope and higher audit fees. Contrary to our expectations, we find the association between ACE and NASF to be positive and significant, especially for larger clients. This suggests that larger clients are more likely to purchase non-audit services (NAS) even in the presence of effective audit committees probably due to the complexity of their activities. Overall, our findings support regulatory initiatives aimed at improving corporate governance quality.

Nonprofit Boards in Australia: A Distinctive Governance Appoach

This article reports the findings into patterns of governance on nonprofit boards in Australia. The research surveys 118 boards, upon which serve a total of 1405 directors. The findings indicate that nonprofit boards can mimic some aspects of a shareholder approach to governance. But nonprofit boards, in the main, indicate priorities and activities of a stakeholder approach to governance. The features of `isomorphism' that arise largely stem from legislative requirements in corporate governance. Generally, nonprofit directors are influenced by agenda and motivations that can be differentiated from the influences upon director activity in the corporate sector. The study indicates that nonprofit boards prize knowledge and loyalty to the sector when considering board composition. The survey suggests nonprofits ``compensate'' for the demands placed upon them about fiduciary duty and due diligence responsibilities with the diverse intellectual expertise of non-executive directors. Nonprofit boards possess greater diversity than boards in the corporate sector; they include more women as directors than corporate boards and they include a greater proportion of directors from minority groups. While strategic issues feature significantly as a task of the nonprofit board, they distinguish themselves from their corporate counterparts by engaging in operational management. The findings indicate that, in the main, directors on nonprofit boards deliberate and operate in ways distinctive from their corporate counterparts. Such findings offer a contribution to the reform of Corporations Law in other countries and the likely consequence on boards outside the corporate sector.

Internal audit quality, audit committee independence, growth opportunities and firm performance

This study explores whether the relation between internal audit quality and firm performance is associated with firm characteristics of information asymmetry and uncertainty (growth opportunities) and certain governance controls (audit committee effectiveness). The results from this preliminary study of 60 Malaysian companies show that the association between internal audit quality and firm performance is stronger for firms with high growth opportunities and that this positive association is weakened by increasing audit committee independence. These findings demonstrate the internal auditors conflicting roles and question the governance recommendations that require all members of the audit committee to be non-executive directors.

The effectiveness of supervisory boards : an exploratory study of challenges in Dutch boardrooms

Triggered by highly publicized corporate scandals, changing societal expectations and the collapse of financial markets, the roles of boards of directors have changed significantly in safeguarding the interest of shareholders and other stakeholders. Yet relatively little is known about contemporary challenges non-executive directors face and whether their boards are well-equipped for their new tasks. Based on self-assessment reports by supervisory boards, a survey and interviews with supervisory board members, this paper investigates the challenges non-executive directors face in the Netherlands, particularly after a decade of corporate governance reform. Non-executive directors’ inadequate role in scrutinizing executive directors’ performance, information asymmetries and dysfunctional working relationships between executive and non-executive directors are among the greatest challenges indicated by non-executive directors on Dutch supervisory boards. The paper discusses several implications for scholars and practitioners and provides a unique insight in boardroom dynamics (word count: 138).

How two-tier boards can be more effective

Purpose: This study explores how non-executive directors address governance problems on Dutch two-tier boards. Within this board model, challenges might be particularly difficult to address due to the formal separation of management boards’ decision-management from supervisory boards’ decision-control roles. Design/methodology/approach: Semi-structured interviews and a questionnaire among non-executive directors provide unique insights into three major challenges in the boardrooms of two-tier boards in the Netherlands. Findings: The study indicates that non-executive directors mainly experience challenges in three areas: the ability to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors. The qualitative in-depth analysis reveals the complexity of the contributing factors to problems in the boardroom and the range of process and social interventions non-executive directors use to address boardroom issues with management and the organization of the board. Practical implications: While policy makers have been largely occupied with the ‘right’ board composition, the results highlight the importance of adequately addressing operational challenges in the boardroom. The results emphasize the importance of a better understanding of board processes and the need of non-executive directors to carefully manage relationships in and around the boardroom. Originality/value: Whereas most studies have focussed on regulatory initiatives to improve the functioning of boards (e.g., the independence of the board), this study explores how non-executive directors attempt to enhance the effectiveness of boards on which they serve.

Public policy on corporate audit committees : case study evidence of current practice

Corporate failures and malpractices have led to an increasing emphasis on the governance role of audit committees. The Smith report Audit Committee Combined Code Guidance and the Higgs Review of the Role and Effectiveness of Non-Executive Directors (now incorporated in a Revised Combined Code) represent further attempts to strengthen corporate accountability in the UK. Although the regulatory focus on audit committees indicates confidence in their role as part of the solution to governance failures, questions remain about their efficacy in practice. Against the background of the publication of the Smith report and the wider reliance on audit committees in several countries to help improve corporate accountability, this paper provides research evidence, drawn from an ACCA-sponsored project, on the processes and effects of the audit committees in three UK companies. This study complements other research on audit committees by adopting a case study approach, in order to reflect the importance of investigating audit committee operations from within the organisation and to develop a closer understanding of audit committee impact than is available from generally observable data. The empirical evidence for the case studies was obtained from semi-structured interviews with personnel involved in the audit committee process, internal documents made available by the companies, and publicly available information, including annual reports.

The importance of group-fit in new director selection

Purpose Director selection is an important yet under-researched topic. The purpose of this paper is to contribute to extant literature by gaining a greater understanding into how and why new board members are recruited. Design/methodology/approach This exploratory study uses in-depth interviews with Australian non-executive directors to identify what selection criteria are deemed most important when selecting new director candidates and how selection practices vary between organisations. Findings The findings indicate that appointments to the board are based on two key attributes: first, the candidates’ ability to contribute complementary skills and second, the candidates’ ability to work well with the existing board. Despite commonality in these broad criteria, board selection approaches vary considerably between organisations. As a result, some boards do not adequately assess both criteria when appointing a new director hence increasing the chance of a mis-fit between the position and the appointed director. Research limitations/implications The study highlights the importance of both individual technical capabilities and social compatibility in director selections. The authors introduce a new perspective through which future research may consider director selection: fit. Originality/value The in-depth analysis of the director selection process highlights some less obvious and more nuanced issues surrounding directors’ appointment to the board. Recurrent patterns indicate the need for both technical and social considerations. Hence the study is a first step in synthesising the current literature and illustrates the need for a multi-theoretical approach in future director selection research.

Board members’ contribution to strategic decision-making in small firms

This article explores how the boards of small firms actually undertake to perform strategic tasks. Board strategic involvement has seldom been investigated in the context of small firms. We seek to make a contribution by investigating antecedents of board strategic involvement. The antecedents are “board working style” and “board quality attributes”, which go beyond the board composition features of board size, CEO duality, the ratio of non-executive to executive directors and ownership. Hypotheses were tested on a sample of 497 Norwegian firms (from 5 to 30 employees). Our results show that board working style and board quality attributes rather than board composition features enhance board strategic involvement. Moreover, board quality attributes outperform board working style in fostering board strategic involvement

Optimizing employee engagement with internal communication : a social exchange perspective

Employee engagement is linked to higher productivity, lower attrition, and improved organizational reputations resulting in increased focus and resourcing by managers to foster an engaged workforce. While drivers of employee engagement have been identified as perceived support, job characteristics, and value congruence, internal communication is theoretically suggested to be a key influence in both the process and maintenance of employee engagement efforts. However, understanding the mechanisms by which internal communication influences employee engagement has emerged as a key question in the literature. The purpose of this research is to investigate whether social factors, namely perceived support and identification, play a mediating role in the relationship between internal communication and engagement. To test the theoretical model, data are collected from 200 non-executive employees using an online self-administered survey. The study applies linear and mediated regression to the model and finds that organizations and supervisors should focus internal communication efforts toward building greater perceptions of support and stronger identification among employees in order to foster optimal levels of engagement.

The non-binding vote on executive pay : a review of the CLERP 9 reform

Directors’ and executives’ remuneration, including levels of pay, accountability and transparency, is controversial. Section 250R of the CLERP (Audit Reform & Disclosure) Act 2004 that was not greatly anticipated, requires the holding of a non-binding resolution on board remuneration at companies’ annual general meetings. The reform has been criticised on the basis that, inter alia, it blurs the respective roles of shareholders and directors. This article identifies possible motivations for the imposition of the non-binding resolution in Australia. These are evaluated with reference to sources of corporate governance policy and the current state of Australia’s relevant corporate governance structures. We speculate that the non-binding vote will not amount to a substantive addition to the corporate governance regime.

Nonprofit Directors' and Officers' Insurance

In the present economic climate it is easy to get carried away by the negative aspects of the rationalisation and review process which has taken place. As a person considering an offer to take up office with a non-profit organisation or as a person already holding such a position, one way of dealing with the increased exposure to liability may be to refuse the offer or resign from your position. Although this is a legitimate risk management tool (and appropriate in some circumstances), it is essential to the recovery of the economy that the "close up shop mentality" does not prevail. Although regulation of the business community and the community in general and enforcement of those regulations is increasing, the legal framework in which directors, officers and committee members of non-profit organisations operate has not substantially changed in recent times. It is necessary to face up to liability exposures (many of which have existed for centuries) and take steps to manage those exposures in order to carry out the objects of the organisation you serve and which in turn serves the community.

The emerging role of the Board of Directors in enterprise business technology governance

In an increasingly business technology (BT) dependent world, the impact of the extraordinary changes brought about by the nexus of mobile and cloud technologies, social media and big data is increasingly being felt in the board room. As leaders of enterprises of every type and size, board directors can no longer afford to ignore, delegate or avoid BT-related decisions. Competitive, financial and reputational risk is increased if boards fail to recognize their role in governing technology as an asset and in removing barriers to improving enterprise business technology governance (EBTG). Directors’ awareness of the need for EBTG is increasing. However, industry research shows that board level willingness to rectify the gap between awareness and action is very low or non-existent. This literature review-based research identifies barriers to EBTG effectiveness. It provides a practical starting point for board analysis. We offer four outcomes that boards might focus on to ensure the organizations they govern are not left behind by those led by the upcoming new breed of technology-savvy leaders. Most extant research looks backward for examples, examining data pre-2010, the time when a tipping point in the personal and business use of multimedia and mobile-internet devices significantly deepened the impacts of the identified nexus technology forces, and began rapidly changing the way many businesses engage with their customers, employees and stakeholders. We situate our work amidst these nexus forces, discuss the board’s role in EBTG in this context, and modernize current definitions of enterprise technology governance. The primary limitation faced is the lack of scholarly research relating to EBTG in the rapidly changing digital economy. Although we have used recent (2011 - 2013) industry surveys, the volume of these surveys and congruence across them is significant in terms of levels of increased awareness and calls for increased board attention and competency in EBTG and strategic information use. Where possible we have used scholarly research to illustrate or discuss industry findings.