Corporate governance in banking: the role of board of directors

We test hypotheses on the dual role of boards of directors for a sample of large international commercial banks. We find an inverted U shaped relation between bank performance and board size that justifies a large board and imposes an efficient limit to the board’s size; a positive relation between the proportion of non-executive directors and performance; and a proactive role in board meetings. Our results show that bank boards’ composition and functioning are related to directors’ incentives to monitor and advise management. All these relations hold after we control for bank business, institutional differences, size, market power in the banking industry, bank ownership and investors’ legal protection.

The board of directors as a part of family business governance – multilevel participation and board development

In this study, I examine the board of directors as a part of family business governance. Both boards and governance have increased their attractiveness as a research topic lately. Research on boards has concentrated mostly on the study of different board attributes, like composition, and the relationship of these attributes to the firm’s performance. Family business governance studies are criticized for ignoring the multifaceted needs of companies. More research observing the context and contingencies affecting the governance and board of directors is needed. The objective of this study is to clarify: 1) how the board participates in family business governance, and 2) how the board develops along with the firm’s and family’s development. The study is implemented as qualitative research, and the longitudinal process approach has been used as it provides the opportunity to examine development in context. Selection criteria for the two cases selected for this study are: active board of directors, at least one implemented succession, and interviewees available from two generations and from different positions in the firm. The data consists of interviews and secondary data, and it is collected from different data sources. The analysis was done selecting first some critical events from both cases to closer examination, and analysing them by using content analysis technique. Several conclusions were drawn basing on the findings. First, the family business board participates in the firm’s activities much more widely than it is customary to think. Second, the family business board is not a static part of the business, but it develops and it has to develop for different reasons. Third, ownership is not only the basis for the board’s activities or existence, but the relationship between the board and ownership is two-way. The board contributes to a large extent to the ownership decisions, and in this way to the management of ownership. Fourth, according to the cases, the board has many unrecognized possibilities to facilitate succession in family firms.

Minutes of the Board of Directors of the Port Hope, Lindsay and Beaverton Railway Company held in Port Hope

Minutes of the Board of Directors of the Port Hope, Lindsay and Beaverton Railway Company held in Port Hope, Aug 9, 1855.

Letter to S.D. Woodruff regarding a resolution passed on May 17, 1856 by the Board of Directors of the Port Robinson and Thorold Macadamized Road Committee

Letter to S.D. Woodruff regarding a resolution passed on May 17, 1856 by the Board of Directors of the Port Robinson and Thorold Macadamized Road Committee This is signed by Duncan McFarland, president, May 27, 1856.

Letter to S.D. Woodruff regarding resolution #5 of the Board of Directors. Mr. Woodruff is requested to take steps to ensure the early completion of the Port Dalhousie and Thorold macadamized road

Letter to S.D. Woodruff regarding resolution #5 of the Board of Directors. Mr. Woodruff is requested to take steps to ensure the early completion of the Port Dalhousie and Thorold macadamized road. This is signed by James McCoppen, president. The letter is stained and worn torn in spots. This does not affect the text, July 11, 1857.

Extract from the minutes of the board of directors of the Long Point Company

Extract from the minutes of the board of directors of the Long Point Company (3 pages, printed). This includes private instructions for Alfred March, steward at Long Point. This has the names J.I. Mackenzie, secretary-treasurer and Joseph A. Woodruff, president on the bottom of the page, Feb. 25, 1882.

Letter of notification to S.D. Woodruff from George H. Gillespie that a meeting of the Board of Directors has been called

Letter of notification to S.D. Woodruff from George H. Gillespie that a meeting of the Board of Directors has been called, Oct. 20, 1869.

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.

Report of the board of directors of the Catalinas Warehouses and Pier Joint Stock Company.

Mode of access: Internet.

Annual report of the Board of Directors of the Panama Rail Road Company to the stockholders.

Mode of access: Internet.

Modern missions in the Far East; a report prepared by William Adams Brown ... for the Board of directors of the Union theological seminary, January, 1917.

Mode of access: Internet.

Letter of the Postmaster General to Hon. George W. Hopkins, in answer to a publication made by the Joint Board of Directors of the Delaware and Raritan Canal and Camden and Amboy Railroad and Transportation Companies.

Signed: C. Johnson, Postmaster General.