Directors' remuneration and performance in the Australian banking sector

This paper explores the links between directors' pay and performance within the Australian banking sector using panel data for the 1993-2004 period. The links between CEOs' pay and performance is investigated also. Several earnings models are estimated and different estimation techniques are used. The results indicate that there is no link between directors' pay and firm performance with a one year lag. However, there is a more distant payperformance link, with directors' pay influenced by shareholders' returns with a three year lag. The other key determinants of directors' pay in the Australian banking sector are bank specific managerial policies, lags in the administration of pay, bank size and board composition. A clear and strong positive and direct association between CEO remuneration and performance is established.

Translating text into motion : performance analysis for singers and directors

The study proposes a method of interpretation, which gives the contemporary singer-actor and director a method of performance analysis considering both the visual and the auditory aspects of vocal performance. The analysis begins with an analysis of the structure, which maps out the key ideas and translates them into main states of mind. The text analysis is followed by an analysis of the musical treatment of the text, also scanning for extra dramatic meaning inherent in vocal line and musical accompaniment. The so isolated dramatic ideas in text and musical structure and content are finally discussed in terms of their physical aspects, using the system of gesture as practiced by actors and singers before, during and beyond the Baroque period. The method is exemplified by the obbligato recitative "In quali eccessi" from Donna Elvira’s scene in the second act of the opera "Don Giovanni" by L. Da Ponte and W. A. Mozart. The musical example includes gestural notation and a table gestural notation symbols.

Board directors and conflict of interest : a study of a sport league

Conflict of interest is one aspect of governance that has the potential to damage both an organisation and those who govern that organisation. Board directors of sport organisations are faced with a number of influences particular to sport business, which can impact on the process of managing conflict of interest. This research identified processes and attributes that influence directors: selection processes, outside roles, experience, regulation, education, motivation and qualifications. Directors and CEOs drawn from a sample of five Australian Football League (AFL) clubs and members of the AFL commission were interviewed. Data analysis was undertaken using a constructivist grounded theory method, and key processes (selection processes and director education) and attributes (outside roles, experience, regulation, motivation and qualifications) of non-executive directors were identified. By better understanding the influences on board directors in sport organisations, and the impact of these on managing conflict of interest, the potential for damage to the directors and the organisation may be decreased.

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.

The tsunami of independent directors - how to handle the demand

Good governance is recognized as a fundamental indicator of the success of a company. For a small- midsized company, this is particularly so, as such companies must be able to competitively demonstrate their flexibility in the face of market forces. This flexibility is the primary advantage they hold over larger firms (Dalton, Daily, Ellstrand and Johnson, 1998).

Such companies, however, can find it difficult to attract good directors (Daum and Neff, 2003) and this makes developing improved strategies of governance a challenge. Taylor, Chait and Holland suggest top directors are not attracted to small/ medium companies because "the stakes remain low, the meetings process-driven, the outcomes ambiguous, and the deliberations insular" (Taylor, Chait and Holland, 2001). We suggest that the attraction of quality directors is a uniquely impacting situation for small and mid-size firms, as it is there where additional management resources should be needed most urgently.

Directors on the boards of small-medium sized businesses are often lagging behind directors of large companies in that they are less likely to be independent external directors and are less likely to represent a diversity of attributes (Dalton, Daily, Ellstrand and Johnson, 1998). Arthur Levitt, former United States Securities and Exchange Commission Chair, describes the culture of medium sized business directorships as a "kind of a fraternity of CEOs who serve on one another's boards" (Stainburn, 2005). In addition, evidence suggests directors of small- medium businesses are often insufficiently trained for the role. Uncertain directors may, for example, be unwilling to ask crucial questions of managers before making major decisions. "Board members sometimes are made to feel that asking a thorny question or advancing an alternative opinion is disloyal to the administration" (Taylor, Chait and Holland, 2001).

Small and medium businesses, however, are a growing contributor to the national economies of countries internationally. In New Zealand, small and medium-size firms recording large GDP values, ahead of many large businesses, which makes our investigation into good governance practices of SMEs relevant to suggest areas in which these firms can improve their governance policies and practices.

We have reviewed more than 2,000 directors, executives and investors in New Zealand, making this one of the largest non-government surveys in governance. Supported by 16 large corporate organizations, such as KPMG, Business New Zealand, Simpson Grierson, Brook Asset Management, Porter Novelli, Sheffield and 'Management' Magazine, this work suggests that the current processes through which directors are selected and trained to serve on Boards of small and medium businesses needs to be altered. We are also concerned over the lack of director education and the close involvement of the Chief Executives as members of the Boards. There is a general concern over the lack of director independence and whether directors are effective in their roles.

We are recommending an alternative process for SMEs to select directors, which will hopefully expand the available pool of directors in quantity and quality.

Directors' timing is too good

Research from Deakin University has shown that some directors have earned abnormal returns after selling shares in their own companies, leading one of the researchers, Harminder Singh, to argue that the Australian Securities and Investments Commission 'may want to pay closer scrutiny to the trading activities of directors of small and medium companies.

Australian teaching and learning centres through the eyes of their directors : characteristics, capacities and constraints

This paper is based on research to identify common factors that contribute to the effective strategic leadership of teaching and learning centres. The second of three phases of data collection involved a survey of Directors of Australian teaching and learning centres. The data collected were quantitatively analysed using a range of descriptive, parametric and non-parametric techniques. Based on a response rate of 81.6 percent, we present a contemporary, comprehensive and representative quantitative snapshot of Australian teaching and learning centres, as seen through the eyes of their Directors. The time since last restructure, incumbency of the current Director and total Directorship experience of the current Centre Director all have mean values of ‘sometime in the previous one to three years’. Most Centres would consider their work in the areas of ‘recognition and reward’ and ‘professional development of staff’ as high impact functions, and they would be pleased with their efforts in the former area, and wish to perform better on the latter. The principal constraint identified by Centres was ‘lack of staff time’, both in the Faculties and in the Centre, to engage in teaching and learning improvement activities. Overall, Centres feel well included in relevant university committees and other activities.

Models for reform : the directors’ duty of care in a modern commercial world

The Australian responses to corporate collapses in the modern commercial world have been
implemented at both judicial and legislative levels over a period of decades. South Africa has lagged behind the reform process, only recently reviewing its company laws with a view to legislatively incorporating, inter alia, its directors’ duties. The consequence of such review of the duty of care is found in subsection 76(3)(c) of the Companies Act 71 of 2008. This article critically evaluates the existing South African common law and the new legislative directors’ duty of care in light of the equivalent duties in Australia and the United States. The analysis ultimately aims at determining whether the approach taken in any of these jurisdictions provides useful guidance in regard to reform options for the duty of care. While the Companies Act contains features that are preferable to the Australian Corporations Act 2001, the impact of the Companies Act on crucial features, such as the objectivity of the duty of care, is unclear and will have to await judicial review. It is concluded that while the South African measures at times echo Australian law in a positive manner, the Australian legislative regime is not without legitimate criticism as it can be unnecessarily complicated. Ultimately it is the United States and Australian common law duty of care that provides the best model for legislative reform.

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.

Family generation, leadership and performance : the role of outside directors in Indian family firms

This paper addresses the presence of outside directors in family firms in India examining the generation of the firm and years of operation. Aspects of corporate leadership such as family member as CEO, as well as the CEO's role in a founding family firm, are considered in relation to financial performance. The findings show that outside directors do not significantly increase firm performance of family firms demonstrating their ineffective monitoring role. Contrary to studies from developed economies, more established family businesses in India outperform founding firms. Overall the study demonstrates that corporate governance issues related to Indian family firms differ from the findings from more developed economies. This finding has implications for further governance reforms in emerging economies.

Managerial share ownership and discretionary accruals in Australia : do independent and executive directors have different incentives?

We examine the relation between managerial share ownership (MSO) and discretionary accruals in Australia. We find a positive relation between MSO and discretionary accruals up to a certain level of MSO followed by a negative relation (inverse U-shaped). We suggest that these unique results are a result of certain Australian institutional features that are markedly different to those in the US and the UK and imply that the ownership-discretionary accruals relation is context specific with the wider corporate governance systems influencing the theorised incentive effects. We also posit that executive directors and independent directors have different ownership-discretionary accruals incentives and report results consistent with this proposition.