Challenges in the supervisory boardroom : an exploratory study in the Netherlands

As a consequence of recent corporate governance reforms, the work of supervisory board members in the Dutch two-tier system has become more complex. The objectives of this study are to gain more insight in the current challenges that supervisory board members face and assess whether they are well-equipped to manage them. Based on a combination of an analysis of self-assessment reports, a web-based survey and semi-structured interviews, we conclude that the major challenges of supervisory board members lie in the field of interaction and collaboration with executives. Distinct ‘challenge areas’ were relatively often perceived as problematic as well as important, highlighting the need to improve the current functioning of boards. With regard to the skills that are present on supervisory boards, we find that individual qualities, like integrity, professionalism and knowledge, are better recognized than collective qualities for the supervisory board as a whole. In particular, openness and honesty are seen as important, but often lacking. The paper highlights several implications for scholars and practitioners.

Corporate governance and misappropriation

This study examines the occurrence of misappropriation-type fraud within Australian listed firms and the relation between the incidence of this type of fraud and a firm's governance strength. We measure governance strength using factors relating to traditional corporate governance, such as board composition, CEO duality, and audit committee composition, as well as factors relating to information technology governance. In our study, we use actual dollar amount of fraud reported by listed companies responding to the 2004 KPMG Fraud Survey as one of three different misappropriation measures and publicly available firm-specific data to measure the other variables in the model. Our study found that where the chief executive officer (CEO) also holds the position of chairperson of the board of directors, the likelihood of fraud increases. We also find that the greater the number of independent directors on the audit committee, the lower the level of fraud. Taken together, these results are particularly encouraging as they provide support for regulatory bodies such as the Australian Stock Exchange (ASX) and the Australian Securities and Investment Commission (ASIC), which place considerable emphasis on the importance of establishing good corporate governance practices. The study provides empirical evidence that employing good corporate governance reduces the risk of the misappropriation of assets.

Boards' contribution to strategy and innovation

Among the most disputed issues within the business arena and among academic scholars are which role boards of directors are expected to fulfill, and how they contribute to a company’s success and survival (Monks & Minow, 2008). Recent failures of large corporations worldwide has led corporate governance and strategic management scholars to call for increased board involvement in decision-making (Tricker, 2009) that has paralleled regulators’ requests for higher monitoring and punishments in the case of frauds and misbehaviors (Coffee, 2005)

Does the social inclusion discourse add value?

The election of a national Labor Government in 2007 saw ‘social inclusion’ emerge as Australia’s overarching social policy agenda. Being ‘included’ has since been defined as being able to ‘have the resources, opportunities and capabilities needed to learn, work, engage and have a voice’. Various researchers have adopted the social inclusion concept to construct a multi-dimensional framework for measuring disadvantage, beyond poverty alleviation. This research program has enabled various forms of statistical modelling based on some agreement about what it means to be ‘included’ in society. At the same time it is acknowledged that social inclusion remains open and contestable and can be used in the name of both progressive and more punitive programs and policies. This ambiguity raises questions about whether the social inclusion framework, as it is presently defined, has the potential to be a progressive and transformative discourse. In this paper we examine whether the Australian social inclusion agenda has the capacity to address social inequality in a meaningful way, concluding with a discussion about the need to understand social inequality and social disadvantage in relational terms.

New governance and CSR

New governance (NG) denotes a new approach in the governance strategies. This approach comes with a conceptual background explaining how the hardcore corporate decision-making and people-friendly business strategies have started to converge, relying on executive fiduciary duties, stakeholder engagement, and economic analysis of management incentives. It also addresses how companies incorporate stakeholder-friendly business strategies, examines the role of shareholder and board activism in pushing for social responsibility, and provides quantitative assessments of reporting practices, indexes, and ratings that link governance with responsibility (Kolk 2008; Statman 2005; Deegan 2002). It suggests models for pursuing this emerging frontier through greater involvement on behalf of the board of directors and utilizes a comparative approach to cross the border between the traditional ...

Inside the boardroom : exploring board member interactions

This study aims to open-up the black box of the boardroom by directly observing directors’ interactions during meetings to better understand board processes. Design/methodology/approach: We analyse videotaped observations of board meetings at two Australian companies to develop insights into what directors do in meetings and how they participate in decision-making processes. The direct observations are triangulated with semi-structured interviews, mini-surveys and document reviews. Findings: Our analyses lead to two key findings: (i) while board meetings appear similar at a surface-level, boardroom interactions vary significantly at a deeper level (i.e. board members participate differently during different stages of discussions) and (ii) factors at multiple levels of analysis explain differences in interaction patterns, revealing the complex and nested nature of boardroom discussions. Research implications: By documenting significant intra- and inter-board meeting differences our study (i) challenges the widespread notion of board meetings as rather homogeneous and monolithic, (ii) points towards agenda items as a new unit of analysis (iii) highlights the need for more multi-level analyses in a board setting. Practical implications: While policy makers have been largely occupied with the “right” board composition, our findings suggest that decision outcomes or roles’ execution could be potentially affected by interactions at a board level. Differences in board meeting styles might explain prior ambiguous board structure-performance results, enhancing the need for greater normative consideration of how boards do their work. Originality/value: Our study complements existing research on boardroom dynamics and provides a systematic account of director interactions during board meetings.

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.

Are boards flying blind when it comes to enterprise technology governance?

Considering the sheer speed, complexity and ever changing risk in today’s technology saturated business environment, it’s hardly surprising that the call for digitally savvy directors is increasing. Emerging research suggests serious consequences for boards that continue to ignore or delegate enterprise-level technology governance.

National cultural policy is bold, but vulnerable

The first major national cultural policy in 19 years was unveiled by Minister for the Arts Simon Crean on 13 March 2013. Minister Crean has called it “a national cultural policy for the decade.” Uncharitable souls might ask “which decade?”, given that it was first promised soon after the election of the Rudd government in 2007. It is, however, a bold and forward-looking statement. In marked contrast to the limited detail provided by Communications Minister Stephen Conroy in support of the media reforms he recently announced, more than 150 pages Creative Australia outlines a comprehensive set of proposals for immediate action, and some aspirations for the longer term. Like the media reforms, however, it may not survive if there is a change in government in September.

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.

The Australian corporate rescue provisions : how do they compare?

A notable feature of corporate legislative development in western countries for the past 30 years is the various mechanisms introduced to facilitate the survival of company structures facing insolvency. Australia’s corporate rescue version, called a “voluntary administration”, is now contained in Part 5.3A of the Corporations Act 2001 (Cth), although first introduced in 1993. The Australian provisions apply to all corporate entities and commence with a short moratorium followed by a meeting of creditors. At the creditors’ meeting a “rescue” plan called a deed of company arrangement may be entered into, or, alternatively the company may be liquidated. The voluntary administration provisions have become a significant part of Australia’s corporate insolvency landscape and are critical to the operation of corporate law outside of insolvency. Australia does not have a specialist bankruptcy court, rather it utilises the English approach where insolvency practitioners are accountants and appointed to the insolvent company as administrators. In Australia, insolvency practitioners must be registered with the Australian Securities and Investments Commission (“ASIC”), the corporate and securities regulator. A voluntary administration is usually commenced by the board of directors appointing an insolvency practitioner to the company. There exists no opportunity for a voluntary administration to commence at the creditors’ or court’s behest. This chapter seeks to address the comparative necessity of Australia’s corporate regime.

Ownership, corporate governance and liquidity in Caribbean firms

This thesis provides the first evidence on how ownership structure and corporate governance relate to stock liquidity in the Caribbean. Based on panel data of 71 firms from three selected Caribbean markets − Barbados, Jamaica, and Trinidad & Tobago − results show that firms with concentrated ownership are associated with lower liquidity. The identity of the largest shareholder also matters: family firms and firms with foreign holding companies are more liquid than government firms. Although the second largest shareholding does not appear to matter to liquidity, there is some evidence showing that firms with foreign holding companies as the second largest shareholder are less liquid. Caribbean firms suffer from poor corporate governance but this study is unable to establish a significant relationship between corporate governance and liquidity.

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.

Why merit may not be best for new ABC, SBS boards

In a bid to increase public confidence,the previous Labor government introduced a supposedly fairer merit-based process for ABC and SBS board appointments. Despite the present government criticising the wasteful spending involved, the upcoming appointments will follow the same process.