Board structure and firm performance : evidence from India's top 500 companies

The objective of this paper is to investigate the relationship between internal governance structures in Indian companies and financial performance. The
study includes an examination of aspects of the effectiveness of boards of directors', including composition of the board, board size and aspects of board leadership including duality and board busyness.

Board structure and firm performance : evidence from India's top companies

Manuscript Type: Empirical

Research Question/Issue: This paper investigates the relationship between internal governance structures and financial performance of Indian companies. The effectiveness of boards of directors, including board composition, board size, and aspects of board leadership including duality and board busyness are addressed in the Indian context using two theories of corporate governance: agency theory and resource dependency theory.

Research Findings/Insights: The study used a sample of top Indian companies taking into account the endogeneity of the relationships among corporate governance, corporate performance, and corporate capital structure. The study provides some support for aspects of agency theory as a greater proportion of outside directors on boards were associated with improved firm performance. The notion of separating leadership roles in a manner consistent with agency theory was not supported. For instance, the notion that powerful CEOs (duality role, CEO being the promoter, and CEO being the only board manager) have a detrimental effect on performance was not supported. There was some support for resource dependency theory. The findings suggest that larger board size has a positive impact on performance thus supporting the view that greater exposure to the external environment improves access to various resources and thus positively impacts on performance. The study however failed to support the resource dependency theory in terms of the association between frequency of board meetings and performance. Similarly the results showed that outside directors with multiple appointments appeared to have a negative effect on performance, suggesting that "busyness" did not add value in terms of networks and enhancement of resource accessibility.

Theoretical/Academic Implications: The two theories of corporate governance, namely agency and resource dependence theory, were each only partially supported, by the findings of this study. The findings add further to the view that no single theory explains the nexus between corporate governance and performance.

Practitioner/Policy Implications: This study demonstrates that corporate governance measures utilized in developed economies related to boards of directors have some synergies and relevance to emerging economies, such as India. However, the nature of business structures in India, for example the large number of family businesses, may limit the generalizability of the findings and signals the need for further investigation of these businesses. The evidence related to multiple appointments of directors suggests that there may be support for restricting the number of directorships held by any one individual in emerging economies, given that the "busyness" of directors was negatively associated with firm performance.

Family firms, board structure, political connections and performance: evidence from Bangladesh

This thesis provides critical empirical evidence on Bangladeshi family firm governance structures and their impacts on firm performance while taking political connections into consideration. Based on some theoretical argument the thesis presents some unique and robust results which are consistent with the Bangladeshi institutional characteristics.

Board structure and firm performance : evidence from an emerging economy

We investigate the relationship between corporate board structure and firm performance of Bangladeshi companies. Using a sample of 654 firm- year observations for the period 2005-2009, the results show some support for aspects of agency theory as a greater proportion of independent directors on boards is related to better firm performance. Supporting resource dependence theory our result also suggest that larger boards provide valuable business experience, expertise, skill and social and professional networks which might add substantial business resources to the firms and thus positively impact on performance. We also find that female and foreign directors in Bangladesh provide more monitoring which leads to better firm performance. Our study contributes to extant research on board structure–performance relationship by providing evidence from an emerging economy context which is characterised by ownership concentration, family dominance and poor regulatory oversight.

Board structure and survival of new economy IPO firms

Research Question/Issue: This study examines the relevance of currently accepted best practice recommendations regarding board structure on the survival likelihood of new economy initial public offering companies. We argue that industry context determines governance outcomes. Research Findings/Insights: We study 125 Australian new economy firms listed between 1994 and 2002. Each firm is tracked until the end of 2007 for monitoring their survival. We find that board independence is associated with an increase in the likelihood of corporate survival. We also find that the benefits of board independence increase at a decreasing rate. Theoretical/Academic Implications: The standard best practice recommendation of board independence stems from the monitoring role of directors and is based on agency theory. The results from our study suggest that the recommendation regarding board independence does not work well for new economy firms. While the agency theory based model implies a monotonic relation between board independence and performance, our research suggests that the relationship is nonlinear. This variation occurs because of increased monitoring costs faced by outsiders due to higher information asymmetry and complexity of new economy firms. Our empirical results suggest that inside directors play a complementary role to outsiders in mitigating firm failure. Practitioner/Policy Implications: Our research offers insights to policy makers who are interested in setting best practice standards regarding board structure. Our research suggests that firm/industry characteristics play a crucial role in determining the optimal board structure. In firms/industries where outsiders face significantly higher information processing costs, insiders can play a valuable complementary role to outsiders in enhancing the effectiveness of the board. Thus future hard or soft regulations related to board structure should consider industry context.

Two heads may not be better than one : corporate board structure, managerial self-dealing,and common agency

This paper compares the effects on corporate performance and managerial self-dealing in a situation in which the CEO reports to a single Board that is responsible for both monitoring management and establishing performance targets to an alternative in which the CEO reports to two Boards, each responsible for a different task. The equilibrium set of the common agency game induced by the dual board structure is fully characterized. Compared to a single board, a dual board demands less aggressive performance targets from the CEO, but exerts more monitoring. A consequence of the first feature is that the CEO always exerts less effort toward production with a dual board. The effect of a dual board on CEO self-dealing is ambiguous: there are equilibria in which, in spite of the higher monitoring, self-dealing is higher in a dual system. The model indicates that the strategic interdependence generated by the assignment of different tasks to different boards may yield results that are far from the desired ones.

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.

Efficient Adaptive Mesh Refinement for MoM-based Package-Board 3D Full-wave Extraction

The accurate solution of 3D full-wave Method of Moments (MoM) on an arbitrary mesh of a package-board structure does not guarantee accuracy, since the discretizations may not be fine enough to capture rapid spatial changes in the solution variable. At the same time, uniform over-meshing on the entire structure generates large number of solution variables and therefore requires an unnecessarily large matrix solution. In this work, a suitable refinement criterion for MoM based electromagnetic package-board extraction is proposed and the advantages of the adaptive strategy are demonstrated from both accuracy and speed perspectives.

The effect of governance mechanism and structure on fees and performance of Mutual Funds in Canada

Taking advantage of the unique Canadian setting, this study empirically analyzes the impact of presence of the board of directors, as an internal governance mechanism, on fees and performance of mutual funds. Further, the impact of the board structure on fees and performance of corporate class funds is analyzed. We find that corporate class funds, which have a separate board of directors for the fund, charge higher fees; however, they also provide superior performance than trust funds. Furthermore, we find that for corporate class funds, smaller board, with higher percentage of independent directors, and with the fund CEO acting as the chairman of the board is likely to charge lower fees. Also, more independent boards are strongly associated with superior fee-adjusted performance.

An analysis of the association between firms' investment opportunities, board composition and firm performance

The purpose of this paper is to identify the variables that influence the board structure adopted by firms and the subsequent relationship to the firm's performance. The results of this study of 229 Australian firms show that firms' investment opportunities are strongly associated with a higher proportion of executive directors ("EDs") on the board. The results also show that the negative relationship between a firm's investment opportunity set ("IDS") and firm performance is weakened at higher levels of non-executive director board domination. These results have implications for policy setters and managers of firms with investment opportunities

The German two-tier board and the German corporate governance code

This paper deals with some interesting recent corporate governance developments in Germany. The focus is in particular on the German Corporate Governance Code, its parts, layout and how it deals with the various organs of German public corporations. The German Code is quite unique since it applies a Code of Good Practice to a two-tier board system, thus making it necessary to deal with the role and functions and the relationship between the management and the supervisory board. This paper concludes that several changes to the German law relating to public corporations since the middle of the 1990s and the introduction of the German Code will ensure that the two-tier board system will remain the favoured board structure for public corporations in Germany. It is, however, submitted that employee participation at supervisory board level will provide particular political challenges for Germany in the near future.

The role of the board in building strategic capability: towards an integrated model of sport governance research

Governance is a critical issue confronting sport organisations. Its importance in the management of sport organisations has been heightened due to the transition of many sports from predominantly volunteer administered organisations anchored in an amateur ethos, to professionally managed entities catering to a more sophisticated sport marketplace. This paper identifies four elements from the sport governance literature as the key research foci to date: shared leadership, board motivation, board roles, and board structure. Four generic themes (performance, conformance, policy and operations) are also examined and expressed as governance capabilities. The strategic role and performance of the board, while central to the practice of governance, is shown to be a weakness in many sport organisations. Further, the strategic role of the board is underdeveloped in the sport management and governance research literature. Finally, it is noted that the governance literature is shaped by a normative and prescriptive approach that may not fully encompass the diversity that exists within the sport setting. The paper concludes by identifying and affirming the critical gaps in our knowledge of sport governance. Future work should seek to understand sector-specific considerations, such as non-profit and commercial differences in sport; governance designs in response to changing environmental conditions; the impact of the CEO on the board's strategic contributions; and strategic activity by the board. More use of qualitative research methods to probe such issues is recommended