The effectiveness of non-executive directors in Chinese state-owned enterprises

Purpose – The primary aim of this paper is to examine whether boards of directors with independent members function as effective corporate governance mechanisms in Chinese State-Owned Enterprises(SOEs), by analysing four characteristics of non-executive directors (NEDs) that impact on their effectiveness, namely their degree of independence, information, incentive, and competence. Design/methodology/approach – Being exploratory in nature, the research uses qualitative methods for data collection. It is based on an interpretivist perspective of social sciences, analysing and explaining the factors that influence the effectiveness of NEDs. Findings – The findings indicate that the NED system is weak in China as a result of the concentrated ownership structure, unique business culture, intervention of controlling shareholders and the lack of understanding of the benefits brought by NEDs. Research limitations/implications – The paper examines the salient features of and challenges to the system of NEDs of SOEs in present-day China. It provides an understanding of how the various perceptions of the board, gathered from in-depth interviews of corporate directors, leads to new interpretations of board effectiveness. The research, however, is limited owing to a relatively small sample size and the sensitive nature of the information collected. Originality/value – The study aims to fill gaps in the literature and contribute to it by assessing the “real” views and perceptions of NEDs in China in an institutional environment significantly different from that of the USA, the UK and other western economies.

Corporate governance in banking: the role of board of directors

We test hypotheses on the dual role of boards of directors for a sample of large international commercial banks. We find an inverted U shaped relation between bank performance and board size that justifies a large board and imposes an efficient limit to the board’s size; a positive relation between the proportion of non-executive directors and performance; and a proactive role in board meetings. Our results show that bank boards’ composition and functioning are related to directors’ incentives to monitor and advise management. All these relations hold after we control for bank business, institutional differences, size, market power in the banking industry, bank ownership and investors’ legal protection.

Omistajalähtöinen johtaminen ja ylimmän johdon palkitseminen - näkökohtia hallitustyöskentelyyn

Tutkielman tavoitteena on selvittää miten hallituksen tulisi johtaa ja valvoa yritystä ja palkita sen ylintä johtoa, jotta yritykselle asetetut tavoitteet saavutetaan ja omistajien edut varmistetaan. Tutkimus on käsiteanalyyttinen ja perustuu olemassa olevaan doktriiniin. Omistajien aktivoituminen ilmenee heidän lisääntyneenä kiinnostuksena hallitustyöskentelystä. Hallituksissa on yhä enemmän omistajien edustajia, jotka johtavat yritystä siten, että sen omistaja-arvo nousee ja omistajat vaurastuvat. Corporate governance -suositukset antavat ohjeita yrityksen hallituksen kokoonpanosta, jäsenten ominaisuuksista ja hallituksen tehtävistä. Hallituksen jäsenillä tulee olla taitoa ja kokemusta ajaa omistajien etuja. Hallituksen alaisuuteen suositellaan perustettavaksi palkitsemiskomitea ulkopuolisista hallituksen jäsenistä. Palkitsemiskomitean tehtävänä on määrittää palkitsemisjärjestelmät, joilla yrityksen johto saadaan työskentelemään omistajien etujen mukaisesti.

Gli amministratori deleganti nella S.p.A.

La presente tesi intende offrire una ricostruzione sistematica della disciplina applicabile agli amministratori deleganti di S.p.A. post riforma del 2003, attraverso una analisi della disciplina della delega, dei poteri, dei doveri e della responsabilità applicabili a tali amministratori. Il lavoro analizza, in primis, la disciplina della delega di funzioni amministrative ante e post riforma del 2003, evidenziando gli aspetti di continuità e discontinuità tra i due regimi. In secondo luogo, procede a una descrizione analitica dei poteri e dei doveri previsti in capo agli amministratori deleganti post riforma, per determinarne il contenuto e l'estensione. Infine, analizza le responsabilità degli amministratori deleganti per inadempimento dei doveri previsti a loro carico, tentando di dimostrare che la riforma ha attenuato il regime di responsabilità applicabile a tali amministratori attraverso una migliore distinzione del ruolo di tali soggetti rispetto a quello degli amministratori delegati.

Auditor's engagement risk and audit fees:the role of the audit firm alumni

This study explores the effect of the association of audit firm alumni with their alma mater on audit prices. The tests indicate that there is a moderate reduction of up to 21% in the level of audit fee when alumni (i.e., former employees) of the incumbent audit firm sit on the client board of directors which is consistent with the engagement risk theory. This suggests that there is an 'alumni effect' in the market for audit services. The findings hold only in the large company segment of the market. The results are robust to different model specifications and alternative samples. The sample comprises all executive and non-executive directors who run the UK quoted companies and are simultaneously ICAEW qualified chartered accountants. The study's implications for the accounting profession and the regulators are also discussed. © 2007 The Author Journal compilation © 2007 Blackwell Publishing Ltd.

An examination of the relationship of governance structure and performance: Evidence from banking companies in Bangladesh

Corporate governance has become increasingly important in developed and developing countries just after a series of corporate scandals and failures in a number of countries. Corporate governance structure is often viewed as a means of corporate success despite prior studies reveal mixed, somewhere conflicting and ambiguous, and somewhere no relationship between governance structure and performance. This study empirically investigates the relationship between corporate governance mechanisms and financial performance of listed banking companies in Bangladesh by using two multiple regression models. The study reveals that a good number of companies do not comply with the regulatory requirements indicating remarkable shortfall in corporate governance practice. The companies are run by the professional managers having no duality and no ownership interest for which they are compensated by high remuneration to curb agency conflict. Apart from some inconsistent relationship between some corporate variables, the corporate governance mechanisms do not appear to have significant relationship with financial performances. The findings reveal an insignificant negative impact or somewhere no impact of independent directors and non-independent non-executive directors on the level of performance that strongly support the concept that the managers are essentially worthy of trust and earn returns for the owners as claimed by stewardship theory. The study provides support for the view that while much emphasis on corporate governance mechanisms is necessary to safeguard the interest of stakeholders; corporate governance on its own, as a set of codes or standards for corporate conformance, cannot make a company successful. Companies need to balance corporate governance mechanisms with performance by adopting strategic decision and risk management with the efficient utilization of the organization’s resources.

Governance mechanisms in Spanish financial intermediaries

This paper examines the governance of Spanish Banks around two main issues. First, does a poor economic performance activate those governance interventions that favor the removal of executive directors and the merger of non-performing banks? And second, does the relationship between governance intervention and economic performance vary with the ownership form of the bank? Our results show that a bad performance does activate governance mechanisms in banks, although for the case of Savings Banks intervention is confined to a merger or acquisition. Nevertheless, the distinct ownership structure of Savings Banks does not fully protect non-performing banks from disappearing. Product-market competition compensates for those weak internal governance mechanisms that result from an ownership form which gives voice to several stakeholder groups.

Community Care Access Centre accountability reforms: executive director perceptions /

The purpose of this study was to explore how four purposefully selected executive directors of Community Care Access Centres (CCACs) understood the idea of accountability, and how they viewed the accountability reforms that had been imposed on their sector of health care over the previous three years. Data were collected through personal interviews and a reflective journal. An analysis of key documents and the reflective journal informed the data analysis. The findings suggest that executive directors perceive that accountability relationships have shifted since reforms have been implemented. They noted that CCACs have become more accountable to the provincial government at the expense of accountability to the local community. From their perspective, the demand for greater standardization and bureaucratization has left fewer opportunities to adapt programs to meet particular community needs and has slowed the ability to respond quickly to community inquiries and concerns.

Executive project management structure and the challenges acing its adoption in the Nigerian construction industry

Project management (PM) is a globally recognized discipline and has been widely adopted within the construction industry. Despite advancements in the PM discipline, the ineffective traditional management system, typical of the non-executive PM structure, is still widely used in the Nigerian construction industry. The aim of this paper is thus to explore the challenges facing the adoption of the executive PM structure in Nigeria. The paper first assesses the level of growth of PM in Nigeria using UK best practices as a benchmark and identifies the key PM characteristics in the two countries. Focus group interviews were used to collect the primary data for the study and content analysis was used to present the results in a thematic format. The study revealed the key barriers to the adoption of an executive PM structure in Nigeria as a lack of proper awareness, unfavorable policies, skill shortages, the traditional culture of stakeholders and the absence of a regulatory body. It is recommended that the government, as a major player/client in the Nigerian construction industry, should lead the campaign to change the traditional industry approach to project management. This is necessary if construction stakeholders in Nigeria are to be educated and encouraged towards adopting and putting into practice effective PM.

The Taxation of Bonuses and its Effect on Executive Compensation - Evidence from the UK Experience

This paper explores the reaction of compensation components awarded to executive directors of UK financial institutions following the adoption of the bonus tax in December 2009. Excessive bonuses are blamed for encouraging risk taking and are regarded as one of the pull factors of the financial crisis. The British government attempted to reduce bonuses and accordingly corporate risk-taking by means of a special tax on cashbased bonuses. Using a comprehensive dataset on executive compensation we show that the introduction of the bonus tax decreased the net cash bonuses awarded to directors by about 43%, accompanied however by a simultaneous increase in other compensation components leaving both variable as well as total compensation unaffected. Hence, the incidence of the bonus tax was borne by the firms which compensated their managers for the decrease in cash-based compensation by awarding them different forms of pay. Consistent with this finding our data also suggests that firms reduced dividend pay-outs as a consequence of the bonus tax.

Do individual directors matter?

Paper 1: Pilot study of Swiss firms Abstract Using a fixed effects approach, we investigate whether the presence of specific individuals on Swiss firms’ boards affects firm performance and the policy choices they make. We find evidence for a substantial impact of these directors’ presence on their firms. Moreover, the director effects are correlated across policies and performance measures but uncorrelated to the directors’ background. We find these results interesting but conclude that they should to be substantiated on a dataset that is larger and better understood by researchers. Also, further tests are required to rule out methodological concerns. Paper 2: Evidence from the S&P 1,500 Abstract We ask whether directors on corporate boards contribute to firm performance as individuals. From the universe of the S&P 1,500 firms since 1996 we track 2,062 directors who serve on multiple boards over extended periods of time. Our initial findings suggest that the presence of these directors is associated with substantial performance shifts (director fixed effects). Closer examination shows that these effects are statistical artifacts and we conclude that directors are largely fungible. Moreover, we contribute to the discussion of the fixed effects method. In particular, we highlight that the selection of the randomization method is pivotal when generating placebo benchmarks. Paper 3: Robustness, statistical power, and important directors Abstract This article provides a better understanding of Senn’s (2014) findings: The outcome that individual directors are unrelated to firm performance proves robust against different estimation models and testing strategies. By looking at CEOs, the statistical power of the placebo benchmarking test is evaluated. We find that only the stronger tests are able to detect CEO fixed effects. However, these tests are not suitable to analyze directors. The suitable tests would detect director effects if the inter quartile range of the true effects amounted to 3 percentage points ROA. As Senn (2014) finds no such effects for outside directors in general, we focus on groups of particularly important directors (e.g., COBs, non-busy directors, successful directors). Overall, our evidence suggests that the members of these groups are not individually associated with firm performance either. Thus, we confirm that individual directors are largely fungible. If the individual has an effect on performance, it is of small magnitude.

Executive remuneration, financial performance and corporate governance in UK and Spanish listed firms

This study examines the relationship between executive directors’ remuneration and the financial performance and corporate governance arrangements of the UK and Spanish listed firms. These countries’ corporate governance framework has been shaped by differences in legal origin, culture and backgrounds. For example, the UK legal arrangements can be defined as to be constituted in common-law, whereas for Spanish firms, the legal arrangement is based on civil law. We estimate both static and dynamic regression models to test our hypotheses and we estimate our regression using Ordinary Least Squares (OLS) and the Generalised Method of Moments (GMM). Estimated results for both countries show that directors’ remuneration levels are positively related with measures of firm value and financial performance. This means that remuneration levels do not lead to a point whereby firm value is reduced due to excessive remuneration. These results hold for our long-run estimates. That is, estimates based on panel cointegration and panel error correction. Measures of corporate governance also impacts on the level of executive pay. Our results have important implications for existing corporate governance arrangements and how the interests of stakeholders are protected. For example, long-run results suggest that directors’ remuneration adjusts in a way to capture variation in financial performance

Elites estatais e reforma do estado na nova rep??blica: o projeto Enap e a forma????o da carreira de gestor governamental no Brasil

Os objetos desta pesquisa s??o: 1) a atua????o das elites burocr??ticas do Poder Executivo Federal no processo de transi????o pol??tica no Brasil, nos anos 1980; 2) as frentes de reforma na Nova Rep??blica, nas ??reas social, econ??mica e administrativa e 3) as tentativas de renova????o da gest??o p??blica representadas pela cria????o da Escola Nacional de Administra????o P??blica (ENAP) e da Carreira de Gestor Governamental (EPPGG). Esse era um contexto de reinstitucionaliza????o da fun????o diretiva do Estado e de deslocamento das fronteiras entre o burocr??tico e o pol??tico no setor p??blico brasileiro. A hip??tese central aqui defendida ?? de que a ENAP e a Carreira de Gestor Governamental eram duas op????es inovadoras frente ao dilema sobre quais seriam os pap??is cab??veis a pol??ticos e administradores na nova ordem democr??tica, mas tamb??m eram op????es sem enraizamento nos pactos e agendas de prioridades que viabilizaram a mudan??a de regime no pa??s. A Escola e a Carreira estavam em disson??ncia com as principais tend??ncias de recomposi????o das elites estatais na transi????o a partir do regime militar e sofreram bloqueios em raz??o disso, mas a pesquisa procurou desconstruir algumas narrativas sobre esses conflitos interburocr??ticos, que associam as resist??ncias impostas ?? ENAP e ?? Carreira pelos grupos de funcion??rios da Fazenda e Planejamento a interesses meramente corporativistas. Com um trajeto pelos estudos sobre as burocracias dos regimes militares e sobre as transi????es no Brasil e na Am??rica Latina, buscou-se aqui uma melhor identifica????o dos grupos integrantes das ???tecnoburocracias??? e de suas contribui????es para a moderniza????o administrativa e econ??mica do pa??s, na segunda metade do s??culo XX. Buscou-se revelar algumas conflu??ncias entre as ideias de tecnocratiza????o e profissionaliza????o das altas fun????es p??blicas e seus elos com as aspira????es pela reconstru????o do Estado sob bases mais democr??ticas, mostrando que, nos anos 1980, as propostas da SEDAP n??o eram os ??nicos projetos de moderniza????o em curso, tampouco os grupos que a elas se opuseram representavam interesses univocamente antidemocr??ticos.