The disclosure of directors' share option information in UK companies

This paper considers the empirical determinants of the quality of information disclosed about directors’ share options in a sample of large companies in 1994 and 1995. Policy recommendations, consolidated in the recommendations of the Greenbury report, argue for full and complete disclosure of director option information. In this paper two modest contributions to the UK empirical literature are made. First, the current degree of option information disclosure in the FTSE 350 companies is documented. Second, option information disclosure as a function of variables that are thought to in¯uence corporate costs of disclosure is modelled. The results have implications for corporate governance. Speci®cally, support is oVered for the monitoring function of nonexecutive directors. In addition, nondisclosure is found to be related to variables which proxy proprietary costs of revealing information (such as company size).

The board of directors, executives and risk knowledge management

Enterprise Risk Management (ERM) and Knowledge Management (KM) both encompass top-down and bottom-up approaches developing and embedding risk knowledge concepts and processes in strategy, policies, risk appetite definition, the decision-making process and business processes. The capacity to transfer risk knowledge affects all stakeholders and understanding of the risk knowledge about the enterprise's value is a key requirement in order to identify protection strategies for business sustainability. There are various factors that affect this capacity for transferring and understanding. Previous work has established that there is a difference between the influence of KM variables on Risk Control and on the perceived value of ERM. Communication among groups appears as a significant variable in improving Risk Control but only as a weak factor in improving the perceived value of ERM. However, the ERM mandate requires for its implementation a clear understanding, of risk management (RM) policies, actions and results, and the use of the integral view of RM as a governance and compliance program to support the value driven management of the organization. Furthermore, ERM implementation demands better capabilities for unification of the criteria of risk analysis, alignment of policies and protection guidelines across the organization. These capabilities can be affected by risk knowledge sharing between the RM group and the Board of Directors and other executives in the organization. This research presents an exploratory analysis of risk knowledge transfer variables used in risk management practice. A survey to risk management executives from 65 firms in various industries was undertaken and 108 answers were analyzed. Potential relationships among the variables are investigated using descriptive statistics and multivariate statistical models. The level of understanding of risk management policies and reports by the board is related to the quality of the flow of communication in the firm and perceived level of integration of the risk policy in the business processes.

Determinants of resource development strategies in nonprofit organizations: An analysis of children, youth and family services

This study is an exploratory analysis of an operational measure for resource development strategies, and an exploratory analysis of internal organizational contingencies influencing choices of these strategies in charitable nonprofit organizations. The study provides conceptual guidance for advancing understanding about resource development in the nonprofit sector. The statistical findings are, however, inconclusive without further rigorous examination. A three category typology based on organization technology is initially presented to define the strategies. Three dimensions of internal organizational contingencies explored represent organization identity, professional staff, and boards of directors. Based on relevant literature and key informant interviews, an original survey was administered by mail to a national sample of nonprofit organizations. The survey collected data on indicators of the proposed strategy types and selected contingencies. Factor analysis extracted two of the initial categories in the typology. The Building Resource Development Infrastructure Strategy encompasses information technology, personnel, legal structures, and policies facilitating fund development. The Building Resource Development Infrastructure Strategy encompasses the mission, service niche, and type of service delivery forming the basis for seeking financial support. Linear regressions with each strategy type as the dependent variable identified distinct and common contingencies which may partly explain choices of strategies. Discriminant analysis suggests the potential predictive accuracy of the contingencies. Follow-up case studies with survey respondents provide additional criteria for operationalizing future measures of resource development strategies, and support and expand the analysis on contingencies. The typology offers a beginning framework for defining alternative approaches to resource development, and for exploring organization capacity specific to each approach. Contingencies that may be integral components of organization capacity are funding, leadership frame, background and experience, staff and volunteer effort, board member support, and relationships in the external environment. Based on these findings, management questions are offered for nonprofit organization stakeholders to consider in planning for resource development. Lessons learned in designing and conducting this study are also provided to enhance future related research. ^

Fifth Annual Report OF THE BOARD OF DIRECTORS OF THE SOUTH CAROLINA PUBLIC SERVICE AUTHORITY TO THE ADVISORY BOARD AND Audit Report OF THE SANTEE-COOPER PROJECT July 1, 1939-June 30, 1940

The South Carolina Public Service Authority makes annual reports to the Advisory Board, reports are submitted to the General Assembly by the Governor, in which full information as to all of the Acts of said Board of Directors shall be given, together with financial statement and full information as to the work of the Authority.

Eighth Annual Report OF THE Board of Directors of the South Carolina Public Service Authority TO THE Advisory Board AND AUDIT REPORT OF THE Santee-Cooper project JULY 1, 1942-JUNE 30, 1943

The South Carolina Public Service Authority makes annual reports to the Advisory Board, which reports shall be submitted to the General Assembly by the Governor, in which full information as to all of the Acts of said Board of Directors shall be given, together with financial statement and full information as to the work of the Authority.

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.

Getting published — and cited in entrepreneurship : reflections on ten papers

I grew up in academic heaven. At least for me it was. Not only was Sweden in the late 1980s paradise for any kind of empirical research, with rich and high-quality business statistics being made available to researchers without them having to sign away their lives; 70+ percent response rates achieved in mail surveys to almost any group (if you knew how to do them), and boards of directors opening their doors to more qualitatively orientated researchers to sit in during their meetings. In addition, I perceived an environment with a very high degree of academic freedom, letting me do whatever I found interesting and important. I’m sure for others it was sheer hell, with very unclear career paths and rules of the game. Career progression (something which rarely entered my mind) meant that you tried as best you could and then you put all your work – reports, books, book chapters, conference papers, maybe even published articles – in a box and had some external committee of professors look at it. If you were lucky they liked what they saw for whatever reasons their professorial wisdom dictated, and you got hired or promoted. If you were not so lucky you wouldn’t get the job or the promotion, without quite knowing why. So people could easily imagine an old boys club – whose members were themselves largely unproven in international, peer review publishing – picking whoever they wanted by whatever criteria they choose to apply. Neither the fact that assessors were external nor the presence of an appeals system might have completely appeased your suspicious and skeptical mind, considering the balance of power.

Director competencies for effective enterprise technology governance

In relation to enterprise technology governance (ETG), opinions differ between there being no need for board of director involvement to there being an urgent need for such involvement. This research highlights the need for boards to provide ETG oversight of technology-related strategy, investment and risk, and to be competent in doing so. We identify a large gap between board’s awareness of the importance of ETG, their taking action and the competency requirements for effective ETG. Further, while there is considerable research and literature about operational IT governance frameworks and operational IT competencies, there is no known research into the specific competencies boards of directors need to effectively govern enterprise technology. This research focuses on and develops a board-level ETG competency set using a mixed methods approach within a recognised competency development framework. Further development is tracked using a rigour scale to demonstrate a medium to high level of competency validity for the derived set. This research contributes to practice by providing the first known industry validated ETG competency set situated within new and emerging technology. It contributes to the body of knowledge in the modification and application of competency development and competency validation frameworks not previously applied to the role of board director.

Exploring board dynamics : director participation during board meetings

Despite board meetings representing the main arena where directors discharge their duties and make critical corporate decisions, we know little about what occurs in the boardroom. Consequently, there is increasing academic interest in understanding how meetings are run and how directors participate. This study contributes to this emerging literature by exploring the impact of board meeting arrangements on directors’ interactions and perceptions of meeting effectiveness. We video-taped board meetings at two Australian corporations operating in the same industry and use an in-depth analysis of interactions and board processes to reveal that a rather small difference in meeting arrangements (i.e. the timing and length of meetings) had a significant influence on interaction patterns. Specifically, given significant amounts of environmental turbulence in the sector, director inclusiveness and participation were reduced as time pressure increased due to shorter meetings, lowering director perceptions of meeting effectiveness.

Invisible ties : implicit contracting and its implications for the agency relationship in corporate governance research

Research that applies agency theory to boards of directors suffers from being quite narrow as it does not recognize the true legal relationships between directors, managers and shareholders. Instead, the board of directors is best conceptualized as the principal, management as agents and stockholders’ relationships as a mix of legal and implicit contracts. We propose a recast agency relationship and develop a contingency approach that proposes (1) how a corporation’s goals vary with a board’s implicit contracting and (2) a reconceptualization of the agency problem facing boards.

Shari'ah supervision, corporate governance and performance: Conventional vs. Islamic banks

The performance and accountability of boards of directors and effectiveness of governance mechanisms continue to be a matter of concern. Focusing on differences between conventional banks and Islamic banks, we examine the effect of (i) Shari-ah supervision boards, (ii) board structure and (iii) CEO-power on performance during the period 2005-2011. We find Shari'ah supervision boards positively impact on Islamic banks' performance when they perform a supervisory role, but the impact is negligible when they have only an advisory role. The effect of board structure (Board size and board independence) and CEO power (CEO-chair duality and internally recruited CEO) on the performance of Islamic banks is overall negative. Our findings provide support for the positive contribution of Shari'ah supervision boards overall negative. Our findings provide support for the positive contribution of Shari'ah supervision boards overall negative. Our findings provide support for the positive contribution of Shari'ah supervision boards but also emphasize the need for enforcement and regulatory mechanism for them to be more effective.

Board Effectiveness in Small Firms

Purpose: This study investigates boards of directors in small firms and explores the link between board effectiveness and the composition, roles and working styles of the boards. Design/methodology/approach: The study analyses data from a telephone survey of boards in 45 small firms. The survey included both the CEO and the chairperson of the board. Findings: The study identifies three groups of small firms: ‘paperboards’, ‘professional boards’, and ‘management lead’ boards. Results show that board composition, board roles and board working style influence board effectiveness in small firms. Research limitations/implications: Although the present study has found a link between board effectiveness and the role, composition and working style of boards of small firms, other potentially influential factors are also worthy of investigation; for example, the personal characteristics of the individuals involved, generational factors in family firms, and the situational circumstances of various firms. Practical implications: The study reveals that, in practice, the management team and the board are substantially intertwined in small firms. Originality/value: The main contributions are that the study explores how boards in small firms actually function and gives a detailed account of their composition and roles.More insight into this issue is important given the overemphasis within the governance literature on input-output studies using samples of large publiclylisted firms.

Presencia equilibrada entre mujeres y hombres en consejos de administración: identificación de los Stakeholders

[ES] En España, la reciente normativa ha convertido la presencia equilibrada de mujeres y hombres en los Consejos de Administración en un elemento a incorporar en la gestión empresarial. El objetivo de este trabajo es identificar los grupos de interés (stakeholders) que demandan a las empresas esta presencia equilibrada utilizando la metodología de Mitchell et al. (1997) y Agle et al. (1999).