A versenyképesség és a társaságok belső ellenőrzése (Competitiveness and corporate internal audit)

A cikk a belső ellenőrzésnek a hatékony társaságirányításhoz való hozzájárulását és ennek a versenyképességre gyakorolt hatását vizsgálja. A belső ellenőrzés és a társaságirányítás kölcsönös összefüggésben áll egymással. Nemcsak a belső ellenőrzés hat a társaságirányításra, hanem a releváns társaságirányítási struktúrák, emberi kapcsolatok és magatartásformák jelentős hatást gyakorolnak a belső ellenőrzés színvonalára és hatékonyságára. A cikk ezért különös figyelmet szentel a belső ellenőröknek az igazgatósággal, az auditbizottsággal/felügyelőbizottsággal, a menedzsmenttel és a könyvvizsgálóval való kapcsolatainak vizsgálatára. Rávilágít a belső ellenőrzés legfőbb funkciójára, amely objektív bizonyosságot nyújt az igazgatóság és a felső vezetők számára a kockázatok azonosítására, kezelésére és elfogadható szintre történő csökkentésére szolgáló kontrollfolyamatok megfelelőségéről és hatékonyságáról. A bemutatott belső ellenőrzési modell azt a szemléletet közvetíti, hogy a belső ellenőrzés által nyújtott objektív bizonyosság megszerzése nemcsak a jogszabályoknak vagy az ajánlásoknak való megfelelés, hanem a társaságok versenyképessége szempontjából is kiemelkedő jelentőségű. _________ The purpose of this paper is to consider the contribution of internal audit to the sound corporate governance and the impact of that on the competitiveness of the companies. There is a mutual dependency between internal audit and corporate governance. Not only the internal audit has impact on the corporate governance but the relevant governance structures, relationships and behaviour influence the level and effectiveness of the internal audit. Therefore the present paper is highly concerned with the internal auditors` relationships with the board, audit committee/supervisory board, senior management and the external auditor. It highlights the internal audit function, that provides objective assurance to the board and senior management about the adequacy and effectiveness of the processes by which risks are identified, managed, controlled and mitigated to acceptable levels. The internal audit model demonstrated represents an approach, according to that getting objective assurance provided by internal audit is important not only to be in line with laws and recommendations but to facilitate the corporate competitiveness.

What does board capital really bring to the table? Exploring the effect of directors' human and social capital on effective governance during international expansion

What constitutes effective corporate governance? Which director characteristics render boards effective at positively influencing firm-level performance outcomes? This dissertation examines these questions by taking a multilevel, multidisciplinary approach to corporate governance. I explore the individual-, team-, and firm- level factors that enable directors to serve effectively as strategic resources during international expansion. I argue that directors' international experience improves their ability to serve as effective strategic consultants and resource providers to firms during the complex internationalization process. However, unlike prior research, which tends to assume that directors with the potential to provide important resources uniformly do so, I acknowledge contextual factors (i.e. board cohesiveness, strategic relevance of directors' experience) that affect their propensity to actually influence outcomes. I explore these issues in three essays: one review essay and two empirical essays.^ In the first empirical essay, I integrate resource dependence theory with insights from social-psychological research to explore the influence of board capital on firms' cross-border M&A performance. Using a sample of cross-border M&As completed by S&P 500 firms from 2004-2009, I find evidence that directors' depth of international experience is associated with superior pre-deal outcomes. This suggests that boards' deep, market-specific knowledge is valuable during the target selection phase. I further find that directors' breadth of international experience is associated with superior post-deal performance, suggesting that these directors' global mindset helps firms in the post-M&A integration phase. I also find that these relationships are positively moderated by board cohesiveness, measured by boards' internal social ties.^ In the second empirical essay, I explore the boundary conditions of international board capital by examining how the characteristics of firms' internationalization strategy moderate the relationship between board capital and firm performance. Using a panel of 377 S&P 500 firms observed from 2004-2011, I find that boards' depth of international experience and social capital are more important during early stages of internationalization, when firms tend to lack market knowledge and legitimacy in the host markets. On the other hand, I find that breadth of international experience has a stronger relationship with performance when firms' have higher scope of internationalization, when information-processing demands are higher.^

Making the governance of public bodies work : chair-chief executive relationships in practice

The authors gratefully acknowledge a grant from the British Academy (SG10591) and an award from the University of Aberdeen Knowledge Exchange and Transfer Fund.

Making the governance of public bodies work : chair-chief executive relationships in practice

The authors gratefully acknowledge a grant from the British Academy (SG10591) and an award from the University of Aberdeen Knowledge Exchange and Transfer Fund.

What Does Board Capital Really Bring to the Table? Exploring the Effect of Directors’ Human and Social Capital on Effective Governance During International Expansion

What constitutes effective corporate governance? Which director characteristics render boards effective at positively influencing firm-level performance outcomes? This dissertation examines these questions by taking a multilevel, multidisciplinary approach to corporate governance. I explore the individual-, team-, and firm- level factors that enable directors to serve effectively as strategic resources during international expansion. I argue that directors’ international experience improves their ability to serve as effective strategic consultants and resource providers to firms during the complex internationalization process. However, unlike prior research, which tends to assume that directors with the potential to provide important resources uniformly do so, I acknowledge contextual factors (i.e. board cohesiveness, strategic relevance of directors’ experience) that affect their propensity to actually influence outcomes. I explore these issues in three essays: one review essay and two empirical essays. In the first empirical essay, I integrate resource dependence theory with insights from social-psychological research to explore the influence of board capital on firms’ cross-border M&A performance. Using a sample of cross-border M&As completed by S&P 500 firms from 2004-2009, I find evidence that directors’ depth of international experience is associated with superior pre-deal outcomes. This suggests that boards’ deep, market-specific knowledge is valuable during the target selection phase. I further find that directors’ breadth of international experience is associated with superior post-deal performance, suggesting that these directors’ global mindset helps firms in the post-M&A integration phase. I also find that these relationships are positively moderated by board cohesiveness, measured by boards’ internal social ties. In the second empirical essay, I explore the boundary conditions of international board capital by examining how the characteristics of firms’ internationalization strategy moderate the relationship between board capital and firm performance. Using a panel of 377 S&P 500 firms observed from 2004-2011, I find that boards’ depth of international experience and social capital are more important during early stages of internationalization, when firms tend to lack market knowledge and legitimacy in the host markets. On the other hand, I find that breadth of international experience has a stronger relationship with performance when firms’ have higher scope of internationalization, when information-processing demands are higher.

L’alerte éthique : vers une gouvernance omnicanal ?

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Governança de TI nas universidades federais brasileiras: uma abordagem integrada

This research has as an objective to study the IT Governance in the Brazilian Federal Universities, discusses the relationships between the IT Governance (ITG) mechanisms and the noticed IT management development in those public institutions. The subject Information Technology Governance, is not only vast, but constitutes implications in most different operational and knowledge areas, being relevant to the Public Administration, as a part of Corporative Governance and the public related, evolves high investments, such as financial, structure and material and human resources. The universities are entities from Indirect Administration and essential actors in the knowledge developing and creating and on its managers. Theirs public administrative agents, responds for the managing public resources competence and to provide internal policy that determines how IT will allow a bigger alignment and reaching of institutions business. We highlight the role of universities that manage significant quantity of public resources to achieve its institutional purposes. Looking this way, this theoretical and empirical study has as its goal to design an ITG panorama in the Brazilian universities (67 universities), for the strategic alignment on governance actions and institutional development focusing on the efficiency of the public service offered by those institutions. Facing this research focus delimitation, the methodology process will evolve three investigative activities: (1) documental and bibliographical research, (2) questioning, and exploratory tool, to investigate the IT Governance and Management perception in the IFES, directed to IT executive responsible, as a data collection device and (3) research the availability of ITG information in institutes websites. This project contributes to the studies this subject; it investigates the relations that make the ITG as a business strategy and shows the implementation IT Governance, such as a tool to allow the viability of Corporate Governance. This way, expected to contributes to the Public Administration development, following the principle that to improve it’s needed diagnose, and then, offer better results to the society on this field of working.

L’alerte éthique : vers une gouvernance omnicanal ?

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Muito além da tecnologia : o impacto dos mecanismos não operacionais na efetividade da governança de TI na administração pública

Dissertação (mestrado)—Universidade de Brasília, Faculdade de Economia, Administração e Contabilidade, Programa de Pós-Graduação em Administração, 2016.

Liquidity, Governance and Adverse Selection in Asset Pricing

A plethora of recent literature on asset pricing provides plenty of empirical evidence on the importance of liquidity, governance and adverse selection of equity on pricing of assets together with more traditional factors such as market beta and the Fama-French factors. However, literature has usually stressed that these factors are priced individually. In this dissertation we argue that these factors may be related to each other, hence not only individual but also joint tests of their significance is called for. In the three related essays, we examine the liquidity premium in the context of the finer three-digit SIC industry classification, joint importance of liquidity and governance factors as well as governance and adverse selection. Recent studies by Core, Guay and Rusticus (2006) and Ben-Rephael, Kadan and Wohl (2010) find that governance and liquidity premiums are dwindling in the last few years. One reason could be that liquidity is very unevenly distributed across industries. This could affect the interpretation of prior liquidity studies. Thus, in the first chapter we analyze the relation of industry clustering and liquidity risk following a finer industry classification suggested by Johnson, Moorman and Sorescu (2009). In the second chapter, we examine the dwindling influence of the governance factor if taken simultaneously with liquidity. We argue that this happens since governance characteristics are potentially a proxy for information asymmetry that may be better captured by market liquidity of a company’s shares. Hence, we jointly examine both the factors, namely, governance and liquidity – in a series of standard asset pricing tests. Our results reconfirm the importance of governance and liquidity in explaining stock returns thus independently corroborating the findings of Amihud (2002) and Gompers, Ishii and Metrick (2003). Moreover, governance is not subsumed by liquidity. Lastly, we analyze the relation of governance and adverse selection, and again corroborate previous findings of a priced governance factor. Furthermore, we ascertain the importance of microstructure measures in asset pricing by employing Huang and Stoll’s (1997) method to extract an adverse selection variable and finding evidence for its explanatory power in four-factor regressions.

Bank Governance and the Bail-in in the EU. A Law & Finance analysis on the role of bail-inable creditors

This dissertation assesses the impact of the EU Directive on Bank Recovery and Resolution (BRRD) on bank corporate governance and investigates a fundamental question. Can the resolution framework for distressed banks enhance the quality of banks’ decision making? According to the Directive, the Resolution Authority can impose losses on bank’s creditors in case of distress through a bail-in. Bail-inable creditors become residual claimants of the bank, contingent on its distress. The first part of the dissertation establishes an analytical framework for bank governance, starting from the problem of what can be defined as “good governance” in banking. The dissertation hypothesizes that governance regulation represents a necessary link between the incentives of corporate constituencies and the goals of substantive regulation. The second part builds upon this analytical framework and carries out a positive analysis encompassing three channels of debt governance; namely, price internalisation of risk; contractual arrangements and the discrete impact of different type of creditors. The existence of a resolution framework should incentivise bail-inable creditors to better discipline the borrowing bank; yet, the design of both the capital and resolution regulation largely foreclose such possibility to creditors. Against this backdrop, the third part of the dissertation moves to normative considerations. The approach to this normative part combines and complements the study of cash flow rights of the management with the study of the voting rights to bail-inable creditors. On the cash flow side, the dissertation proposes to include bail-inable debt as part of the variable remuneration for bank risk-takers. On the voting right, the proposal is to grant a limited basket of ex-ante governance rights to bail-inable creditors. Such a unified approach is rather uncommon in the literature, where cash flow rights and voting rights are often approached separately whereas those complement each other in the dissertation.

Incentives, Sustainability, and Law: The relationship between executive pay regulation and corporate social responsibility

What is the relationship between executive pay regulation and corporate social responsibility (CSR)? Currently, CSR is neither sufficiently included in economic research on executive pay, nor is pay regulation considered as a potential instrument in the growing body of CSR legislation. The successful proliferation of CSR in business practice and the attention policymakers and legislators now pay to it, however, have raised the importance of answering these questions. Thus, this blind spot in corporate governance—the relationship between compensation, CSR, and law—is the topic of this thesis. The dissertation approaches these issues in two subsequent research question: first, the role of executive pay regulation as an institutional determinant of CSR engagement is identified. From the results of this, the second research question arises: should legislators promote CSR engagement and—if so—how? Lastly, a case study is conducted to map how the influence of index funds as an important driver of CSR in corporate governance should be accommodated in the design of CSR legislation. The research project shows that pay regulation is part of the institutional determinants of CSR and, depending on its design, can incentivise or discourage different forms of CSR engagement. As a form of private self-regulation, CSR is closely interconnected with legal rules and the result of complex underlying drivers inside and outside the firm. The study develops a differentiation of CSR activities to accommodate this complexity, which is applied in an analysis of pay regulation. Together, these inquiries form a comprehensive picture of the ways in which pay regulation sets incentives for CSR engagement. Finally, the thesis shows how CSR-oriented pay regulation is consistent with the conventional goals of corporate governance and eventually provides a prospect for the integration of CSR and corporate law in general.

Stakeholders Theory and Theory of the Firm: a study on the hierarchy of objective-functions in Brazilian companies

Discussion opposing the Theory of the Firm to the Theory of Stakeholders are contemporaneous and polemical. One focal point of such debates refers to which objective-function companies, should choose, whether that of the shareholders or that of the stakeholders, and whether it is possible to opt for both simultaneously. Several empirical studies. have attempted-to test a possible correlation between both functions, and there has not been any consensus-so far. The objective of the present research is to examine a gap in such discussions: is there (or not) a subordination of the stakeholders` objective-function to that of the shareholders? The research is empirical,and analytical and employs quantitative methods. Hypotheses were tested and data analyzed by using non-parametrical (chi-square test) and parametrical procedures (frequency. correlation `coefficient). Secondary data was collected from he Economitica database and from the Brazilian Institute of Social and-Economic Analyses (IBASE) website, relative to public companies that have published their Social Balance Statements following the IBASE model from 1999 to 2006, whose sample amounted to 65 companies; In order to assess the objective-function of shareholders a proxy was created based on the following three indices: ROE (return on equity), EnterpriseValue and Tobin`s Q. In order to assess the objective-function of stakeholders a proxy was created by employing the following IBASE social balance indices: internal ones (ISI), external ones (ISE), and environmental ones (IAM). The results have shown no evidence of subordination of stakeholders` objective-function to that of the shareholders in analyzed companies, negating initial expectations and calling for deeper investigation of results. Its main conclusion, which states that the attempted subordination does not take place, is limited to the sample herein investigated and calls for ongoing research aiming at improvements which may lead to sample enlargement and, as a consequence, may make feasible the application of other statistical techniques which may yield a more thorough, analysis of the studied phenomehon.