Stakeholder representation on the boards of Australian initial public offerings

This paper analyses the board composition of Australian initial public offerings (IPOs) over the period 1994 to 1997. The recent management literature identifies a wide range of stakeholders beyond the traditional shareholders. Evan and Freeman, and Jones and Goldberg suggest that the importance of stakeholders should be reflected in board representation. Luoma and Goodstein provide evidence of increased stakeholder representation on the boards of American companies. This paper studies Australian IPOs and finds that this is not the case. This suggests that capital raising by new lists in the Australian equity market does not require stakeholder representation on the board.

Removal of directors of public companies takes centre stage in Australia : an exploration of the corporate law and governance issues

Increasing attention is being given to the legal and governance issues relating to the removal of directors in Australian public companies. This has been due mainly to the difficulties experienced by the board of National Australia Bank in attempting to remove one of its fellow directors, and the subsequent development of public companies entering into so-called 'prenuptial agreements' with new directors, requiring that the director 'resign' if the board pass a vote of no-confidence in the director. In this article, the author revisits the area of director removal in Australian public companies for two reasons. The first reason, which covers the majority of the article, is to engage in a detailed analysis of whether the pre-nuptial agreements which some public companies have indicated that they support using to remove directors, are in fact enforceable under Australia's Corporations Act The second reason is to outline a law reform proposal to enable public companies to remove directors without requiring the vote of shareholders at a general meeting. The proposal involves providing Australia' corporate  regulator, the Australian Securities and Investments Commission (ASIC) with the power to grant relief from the statutory removal provisions to public companies, but in a way which balances the competing objectives of commercial efficiency and shareholder participation and, very importantly, encourages good corporate governance practices by companies in relation to the performance assessment  of directors.

It is in the interests of both shareholders and directors to agree on a set of ground rules for the effective supervision of companies that reconciles the rights of the owners to overall control with the much tougher demands on modern directors

Professional accounting qualifications of audit committee membership : implications for curriculum and learning

A useful attribute of the audit committee is to have accounting financial experts on that committee of the Board. Defond, Haan and Hu (2005) argue there is a positive market reaction to the appointment of such experts. This study analyses how many qualified accountants there are on the Boards of Australia’s largest companies. The study finds that, while many Boards have at least one qualified financial accountant on their audit committee, the great majority of members are not qualified accountants. The paper considers whether this paucity of professionally qualified accountants on audit committees has any implications for the curriculum development and learning objectives of corporate governance and related topic areas within the disciplines of accounting and auditing in undergraduate and graduate professional accounting programs within the international tertiary education sector?

The information content of directors' trades: empirical analysis of the Australian market

We examine the trading activities of directors in shares of their own companies on the Australian Stock Exchange during the July-December 2005 period. We find that directors of small companies in particular earn abnormal return after both their 'Purchase' and as well as their 'Sale' trade. Directors of these companies have an uncanny ability to time the market by trading when mispricing is greatest, and are able to predict the future performance of their firms in short run. For directors of medium and large companies, we find evidence that 'Sale' trades are the ones which work as loss avoiders. Outsiders recognise to some extent that directors' trades are informative, however they are slow to incorporate the new information into prices, refuting much of the market efficiency literature.

New Zealand Boards of Trustees' selection of primary school principals

This study's investigation of selection practices of principals by governing boards showed gendered preferences dominated even within a policy environment of equal opportunities. Boards influenced my market values did select the 'best person for the job' and many women were appointed because equally competent men were unavailable.

A comparative analysis of directors' duty of care, skill and diligence in South Africa and in Australia

The South African and Australian law regarding directors' duty of care, ski ll and diligence were influenced considerably by English precedent of the late 1800s and early 19005. Originally both jurisdictions adopted a conservative approach towards directors' duty of care, skill and diligence. This resulted in very low standards of care, skill and diligence expected of directors. In Australia, the standards of care and diligence expected of directors changed drastically with the case of Daniels v Anderson, where objective standards were used to determine a breach of directors' duty of care and diligence, and when objective standards of care and diligence were introduced in Australian corporations legislation. In this article it is submitted that if the opportunity arose for a South African court to consider whether a director is in breach of his or her common law duty of care, skill and diligence, the form of fault that will be required will be negligence as judged against the standards of a reasonable person. This means that in actual fact objective standards of care and diligence are expected of directors in South Africa. Although section 76(3) of the South African Companies Act 71 of 2008 does not introduce purely objective standards of care, skill and diligence, the section is defended in this article. It is pointed out that encouraging emerging entrepreneurs to become directors of South African companies provides justification for keeping subjective elements as part of the test to determine whether a director was in breach of his or her statutory duty of care, skill and diligence.

Survey of Directors of Australian university teaching and learning centres

The data provides a representative quantitative snapshot of the characteristics, capacities and constraints of Australian teaching and learning centres as seen through the eyes of their Directors. It provides evidence-based information for sector benchmarking and policy design, and identifies factors that contribute to the effective startegic leadership of Australian teaching and learning centres.

Report on survey of directors (or equivalent) of Australian University Teaching and Learning Centres

This document reports on the results and findings of a national survey of Directors (or equivalent) of Teaching and Learning Centres at Australian universities. The respondent group included 31 out of the 38 Centres invited to participate, and was a highly representative sample of the generally recognised institutional groupings in Australian higher education. While there is wide variation in the characteristics of individual Centres, the richness of which can only be appreciated by exploring the results and findings in detail, a summary of the results is provided here in the form of a description of a mythical ‘average’ Australian university Teaching and Learning Centre.

Board of directors and top management team: a study on CEO relative power and financial return

Best corporate governance practices published in the primers of Brazilian Securities and Exchange Commission and the Brazilian Corporate Governance Institute promote board independence as much as possible, as a way to increase the effectiveness of governance mechanism (Sanzovo, 2010). Therefore, this paper aims at understanding if what the managerial literature portraits as being self-evident - stricter governance, better performance - can be observed in actual evidence. The question answered is: do companies with a stricter control and monitoring system perform better than others? The method applied in this paper consists on comparing 116 companies in respect to the their independence level between top management team and board directors– being that measured by four parameters, namely, the percentage of independent outsiders in the board, the separation of CEO and chairman, the adoption of contingent compensation and the percentage of institutional investors in the ownership structure – and their financial return measured in terms return on assets (ROA) from the latest Quarterly Earnings release of 2012. From the 534 companies listed in the Stock Exchange of Sao Paulo – Bovespa – 116 were selected due to their level of corporate governance. The title “Novo Mercado” refers to the superior level of governance level within companies listed in Bovespa, as they have to follow specific criteria to assure shareholders ´protection (BM&F, 2011). Regression analyses were conducted in order to reveal the correlation level between two selected variables. The results from the regression analysis were the following: the correlation between each parameter and ROA was 10.26%; the second regression analysis conducted measured the correlation between the independence level of top management team vis-à-vis board directors – namely, CEO relative power - and ROA, leading to a multiple R of 5.45%. Understanding that the scale is a simplification of the reality, the second part of the analysis transforms all the four parameters into dummy variables, excluding what could be called as an arbitrary scale. The ultimate result from this paper led to a multiple R of 28.44%, which implies that the combination of the variables are still not enough to translate the complex reality of organizations. Nonetheless, an important finding can be taken from this paper: two variables (percentage of outside directors and percentage of institutional investor ownership) are significant in the regression, with p-value lower than 10% and with negative coefficients. In other words, counter affirming what the literature very often portraits as being self-evident – stricter governance leads to higher performance – this paper has provided evidences to believe that the increase in the formal governance structure trough outside directors in the board and ownership by institutional investor might actually lead to worse performance. The section limitations and suggestions for future researches presents some reasons explaining why, although supported by strong theoretical background, this paper faced some challenging methodological assumptions, precluding categorical statements about the level of governance – measured by four selected parameters – and the financial return in terms of financial on assets.

Informe final de la Reunión de Directores de Estadística de las Américas = Report of the Meeting of Directors of Statistics of the Americas

Presenta la organizacion de los trabajos y resumen de los debates de la reunion, en la que se analizaron aspectos globales de los Censos de Poblacion y Vivienda que requieren decisiones a nivel de Directores de Estadistica; la participacion de los paises latinoamericanos y del Caribe en el 24o periodo de sesiones de la Comision de Estadistica de las Naciones Unidas; y se evaluaron las actividades acordadas en la 9a Conferencia Interamericana de Estadistica.

Informe final de la Reunión de Directores de Estadística de las Américas = Final report of the Meeting of Directors of Statistics of the Americas

Presenta el resumen de los debates de la reunión que tuvo como principales propósitos evaluar los avances logrados en actividades preparatorias de la Ronda de Censos del 90, absorción de tecnologías computacionales para el desarrollo estadístico de la región, cooperación técnica, capacitación y situación de las estadísticas sociales.