Are East Asian companies benefiting from western board practices?

Since the Asian crisis, East Asian nations have strived to introduce corporate governance codes, directing companies how to best improve their corporate governance practices. However, these codes have not been universally accepted by East Asian companies. This study examines the adoption of major board-related corporate governance recommendations by large nonfinancial companies in seven East Asian nations and investigates whether improvements in these board governance mechanisms have been associated with increased operating performance and market value. The results indicate that family-owned companies started with worse board governance and have been least likely to improve their board governance since the crisis. Overall, bigger, faster growing, non-family-owned companies with less concentrated ownership have been more likely to improve their board governance. Splitting of the positions of Chairman and CEO, creation of audit and nomination committees and improvements in overall board governance were found to have a positive relationship with subsequent operating performance and/or market value.

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.

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.

Dynamic analysis of on-board mass data to determine tampering in heavy vehicle on-board mass systems

Transport Certification Australia Limited, jointly with the National Transport Commission, has undertaken a project to investigate the feasibility of on-board mass monitoring (OBM) devices for regulatory purposes. OBM increases jurisdictional confidence in operational heavy vehicle compliance. This paper covers technical issues regarding potential use of dynamic data from OBM systems to indicate that tampering has occurred. Tamper-evidence and accuracy of current OBM systems needed to be determined before any regulatory schemes were put in place for its use. Tests performed to determine potential for, and ease of, tampering. An algorithm was developed to detect tamper events. Its results are detailed.

Static accuracy and precision of heavy vehicle on-board mass systems

Objective • Feasibility programme for on-board mass (OBM) monitoring of heavy vehicles (HVs) • Australian road authorities through Transport Certification Australia (TCA) • Accuracy of contemporary, commercially-available OBM units in Australia • Results need to be addressed/incorporated into specifications for Stage 2 of Intelligent Access Program (IAP) by Transport Certification Australia

Theorizing about board governance of nonprofit organizations : surveying the landscape

Leading scholars on nonprofit governance have urged that future research be more informed by theory in order to promote more rigorous analysis. The aim of this paper is to survey the major theories on board governance, including those based in the disciplines of economics, management, sociology, psychology, politics, history and theology, in order to respond to this challenge. In addition, the relevance of these theories to a critical set of board behaviors - that is, how boards monitor, judge and influence organizational performance - is examined. Gaps in the theoretical literature are identified, and implications for public policy are explored. We conclude that a multi-theory and multi-disciplinary perspective is needed if research on governance of nonprofit organizations is to be complete in scope, rich in content, and relevant.

Tamper evidence for heavy vehicle on board mass systems

On-board mass (OBM) monitoring devices on heavy vehicles (HVs) have been tested in a national programme jointly by Transport Certification Australia Limited and the National Transport Commission. The tests were for, amongst other parameters, accuracy and tamper-evidence. The latter by deliberately tampering with the signals from OBM primary transducers during the tests. The OBM feasibility team is analysing dynamic data recorded at the primary transducers of OBM systems to determine if it can be used to detect tamper events. Tamper-evidence of current OBM systems needs to be determined if jurisdictions are to have confidence in specifying OBM for HVs as part of regulatory schemes. An algorithm has been developed to detect tamper events. The results of its application are detailed here.

On-board mass monitoring of heavy vehicles : results of testing program

The Transport Certification Australia on-board mass feasibility project is testing various on-board mass devices in a range of heavy vehicles (HVs). Extensive field tests of on-board mass measurement systems for HVs have been conducted during 2008. These tests were of accuracy, robustness and tamper-evidence of heavy vehicle on-board mass telematics. All the systems tested showed accuracies within approximately +/- 500 kg of gross combination mass or approximately +/- 2% of the attendant weighbridge reading. Analysis of the dynamic data also showed encouraging results and has raised the possibility of use of such dynamic information in tamper evidence in two areas. This analysis was to determine if the use of averaged dynamic data could identify potential tampering or incorrect operating procedures as well as the possibility of dynamic measurements flagging a tamper event by the use of metrics including a tampering index (TIX). Technical and business options to detect tamper events will now be developed during implementation of regulatory OBM system application to Australian heavy vehicles (HVs).

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

L'Impatto delle Condizioni Interne ed Esterne sul Ruolo del Cda : un'Analisi Empirica sulle Grandi Imprese Italiane [The impact of internal and external contingencies on board tasks performance : an empirical investigation of Italian companies]

Il Consiglio di Amministrazione (CdA) è il principale organo di governo delle aziende. La letteratura gli attribuisce tre ruoli: controllo, indirizzo strategico e collegamento con l’ambiente (networking). Precedenti studi empirici hanno analizzato se un Consiglio di Amministrazione è attivo o meno in tutti e tre i ruoli in un dato momento. Nel presente lavoro, invece, si propone un approccio «contingente» e si analizzano i ruoli svolti dal CdA al variare delle condizioni interne (aziende in crisi o di successo) ed esterne (aziende in settori competitivi o regolamentati).. L’indagine empirica è stata condotta su un campione di 301 imprese italiane di grandi dimensioni. I risultati supportano la tesi iniziale secondo cui le condizioni interne ed esterne incidono sul ruolo svolto dal CdA. In particolare i risultati evidenziano che il CdA non svolge sempre tutti e tre i ruoli nello stesso momento, ma esso si concentra sul ruolo o sui ruoli che assumono grande importanza nella situazione in cui si trova l’azienda. Con riferimento alle condizioni interne, nelle imprese in crisi il CdA è attivo in tutti e tre i ruoli, mentre in quelle di successo prevale un orientamento verso la funzione strategica. Nelle aziende che operano in settori competitivi il ruolo di controllo è più pressante mentre nei settori regolamentati prevale una funzione di networking.

A regulatory on-board mass monitoring application for heavy vehicles in Australia

This paper reports on the development of specifications for an on-board mass monitoring (OBM) application for regulatory requirements in Australia. An earlier paper reported on feasibility study and pilot testing program prior to the specification development [1]. Learnings from the pilot were used to refine this testing process and a full scale testing program was conducted from July to October 2008. The results from the full scale test and evidentiary implications are presented in this report. The draft specification for an evidentiary on-board mass monitoring application is currently under development.

Board network characteristics and company performance in Sweden : the case of Gnosjö companies and their board members in southern Sweden

When managers of entrepreneurial companies typically talk about strategies, they first consider what products to make and secondly where to locate the business. The entrepreneurial companies locate in rural areas because of a wish to maintain a certain lifestyle, or because they can combine a resource available there with certain knowledge or interest that they have (Getz and Nilsson, 2004). In addition, many managers of entrepreneurial companies are confident in locating in a rural area, because there often is economic and social structure supportive of local corporate governance. The most central part of corporate governance is the board of directors. In an entrepreneurial company in a rural area, such members of boards are most likely to be individuals in dominant positions influential in the local economy.

Exploring the role of the governing body (board) in information technology governance : a study of Australian universities

In this thesis, I advance the understanding of information technology (IT) governance research and corporate governance research by considering the question “How do boards govern IT?” The importance of IT to business has increased over the last decade, but there has been little academic research which has focused on boards and their role in the governance of IT (Van Grembergen, De Haes and Guldentops, 2004). Most of the research on information technology governance (ITG) has focused on advancing the understanding and measurement of the components of the ITG model (Buckby, Best & Stewart, 2008; Wilkin & Chenhall, 2010), a model recommended by the IT Governance Institute (2003) as ‘best practice’ for boards to use in governing IT. IT governance is considered to be the responsibility of the board and is said to form an important subset of an organisation’s corporate governance processes (Borth & Bradley, 2008). Boards need to govern IT as a result of the large capital investment in IT resources and high dependency on IT by organisations. Van Grembergen, De Haes and Guldentops (2004) and De Haes & Van Grembergen (2009) indicate that corporate governance matters are not able to be effectively discharged unless IT is being governed properly, and call for further specific research on the role of the board in ITG. Researchers also indicate that the link between corporate governance and IT governance has been neglected (Borth & Bradley, 2008; Musson & Jordan, 2005; Bhattacharjya & Chang, 2008). This thesis will address this gap in the ITG literature by providing the bridge between the ITG and corporate governance literatures. My thesis uses a critical realist epistemology and a mixed method approach to gather insights into my research question. In the first phase of my research I develop a survey instrument to assess whether boards consider the components of the ITG model in governing IT. The results of this first study indicated that directors do not conceptualise their role in governing IT using the elements of the ITG model. Thus, I moved to focus on whether prominent corporate governance theories might elucidate how boards govern IT. In the second phase of the research, I used a qualitative inductive case based study to assess whether agency, stewardship and resource dependence theories explain how boards govern IT in Australian universities. As the first in-depth study of university IT governance processes, my research contributes to the ITG research field by revealing that Australian university board governance of IT is characterized by a combination of agency theory and stewardship theory behaviours and processes. The study also identified strong links between a university’s IT structure and evidence of agency and stewardship theories. This link provides insight into the structures element of the emerging enterprise governance of IT framework (Van Grembergen, De Haes & Guldentops, 2004; De Haes & Van Grembergen, 2009; Van Grembergen & De Haes, 2009b; Ko & Fink, 2010). My research makes an important contribution to governance research by identifying a key link between corporate and ITG literatures and providing insight into board IT governance processes. The research conducted in my thesis should encourage future researchers to continue to explore the links between corporate and IT governance research.

The changing role of the supervisory board chairman: the case of the Netherlands (1997-2007)

Over the last ten years, the corporate governance context in most Western countries has changed as a result of irregularities, increased regulation, heightened societal expectations and shareholder activism. This paper examines the impact of the changing context on the role of chairmen of supervisory boards in the Netherlands. Based on a combination of thirty semi-structured interviews with board members of leading Dutch corporations and secondary data on the position of supervisory board chairmen at the top-100 listed firms in the Netherlands, the study reveals that board chairmen have become increasingly involved in both their control and service roles. While the demographics (i.e., age, tenure, gender and nationality) of chairmen have hardly changed over the last decade, chairmen are spending considerably more time on boards and committees, have reduced the number of board interlocks and have become more active on the forefront of the corporate governance discussion. The paper highlights several implications for scholars and practitioners.