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.

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.

The ethics of corporate governance: A (South)African perspective

Purpose – The purpose of this paper is to review the developments in South African corporate governance since the end of apartheid, with a view to identifying themes and points of convergence and/or divergence with other models. Design/methodology/approach – The paper presents a critical review of South African corporate governance in the context of political and economic developments. Where relevant, aspects of corporate governance theory (in particular the stakeholder and shareholder debate) are considered in the South African context. Findings – South African corporate governance can be seen to broadly follow Anglo‐American examples with the notable exception of the stakeholder approach of the two King reports. This approach emphasises the responsibilities of companies to various stakeholders and encourages stakeholder engagement as an integral element of company strategy. There has not, however, been any substantial incorporation of stakeholder interests into formal corporate governance structures such as board structure and financial reporting. Practical implications – The ongoing consideration of corporate governance developments in South Africa is important for its continued development in the country and the region. Originality/value – A review of South African corporate governance is timely given the probable release of the third King report in 2009, together with new company legislation.

Shari'ah supervision, corporate governance and performance: Conventional vs. Islamic banks

The performance and accountability of boards of directors and effectiveness of governance mechanisms continue to be a matter of concern. Focusing on differences between conventional banks and Islamic banks, we examine the effect of (i) Shari-ah supervision boards, (ii) board structure and (iii) CEO-power on performance during the period 2005-2011. We find Shari'ah supervision boards positively impact on Islamic banks' performance when they perform a supervisory role, but the impact is negligible when they have only an advisory role. The effect of board structure (Board size and board independence) and CEO power (CEO-chair duality and internally recruited CEO) on the performance of Islamic banks is overall negative. Our findings provide support for the positive contribution of Shari'ah supervision boards overall negative. Our findings provide support for the positive contribution of Shari'ah supervision boards overall negative. Our findings provide support for the positive contribution of Shari'ah supervision boards but also emphasize the need for enforcement and regulatory mechanism for them to be more effective.

Essays on corporate governance, stakeholders, and restructuring

This dissertation consists of an introductory section and three theoretical essays analyzing the interaction of corporate governance and restructuring. The essays adopt an incomplete contracts approach and analyze the role of different institutional designs to facilitate the alignment of the objectives of shareholders and management (or employees) over the magnitude of corporate restructuring. The first essay analyzes how a firm's choice of production technology affects the employees' human capital investment. In the essay, the owners of the firm can choose between a specific and a general technology that both require a costly human capital investment by the employees. The specific technology is initially superior in using the human capital of employees but, in contrast to the general technology, it is not compatible with future innovations. As a result, anticipated changes in the specific technology diminish the ex ante incentives of the employees to invest in human capital unless the shareholders grant the employees specific governance mechanisms (a right of veto, severance pay) so as to protect their investments. The results of the first essay indicate that the level of protection that the shareholders are willing to offer falls short of the socially desirable one. Furthermore, when restructuring opportunities become more abundant, it becomes more attractive both socially and from the viewpoint of the shareholders to initially adopt the general technology. The second essay analyzes how the allocation of authority within the firm interacts with the owners' choice of business strategy when the ability of the owners to monitor the project proposals of the management is biased in favor of the status quo strategy. The essay shows that a bias in the monitoring ability will affect not only the allocation of authority within the firm but also the choice of business strategy. Especially, when delegation has positive managerial incentive effects, delegation turns out to be more attractive under the new business strategy because the improved managerial incentives are a way for the owners to compensate their own reduced information gathering ability. This effect, however, simultaneously makes the owners hesitant to switch the strategy since it would involve a more frequent loss of control over the project choice. Consequently, the owners' lack of knowledge of the new business strategy may lead to a suboptimal choice of strategy. The third essay analyzes the implications of CEO succession process for the ideal board structure. In this essay, the presence of the departing CEO on the board facilitates the ability of the board to find a matching successor and to counsel him. However, the ex-CEO's presence may simultaneously also weaken the ability of the board to restructure since the predecessor may use the opportunity to distort the successor's project choice. The results of the essay suggest that the extent of restructuring gains, the firm's ability to hire good outside directors and the importance of board's advisory role affect at which point and for how long the shareholders may want to nominate the predecessor to the board.

Adaptive Mesh Refinement for Fast Convergence of EFIE-Based 3-D Extraction

3-D full-wave method of moments (MoM) based electromagnetic analysis is a popular means toward accurate solution of Maxwell's equations. The time and memory bottlenecks associated with such a solution have been addressed over the last two decades by linear complexity fast solver algorithms. However, the accurate solution of 3-D full-wave MoM on an arbitrary mesh of a package-board structure does not guarantee accuracy, since the discretization may not be fine enough to capture spatial changes in the solution variable. At the same time, uniform over-meshing on the entire structure generates a large number of solution variables and therefore requires an unnecessarily large matrix solution. In this paper, different refinement criteria are studied in an adaptive mesh refinement platform. Consequently, the most suitable conductor mesh refinement criterion for MoM-based electromagnetic package-board extraction is identified and the advantages of this adaptive strategy are demonstrated from both accuracy and speed perspectives. The results are also compared with those of the recently reported integral equation-based h-refinement strategy. Finally, a new methodology to expedite each adaptive refinement pass is proposed.

Thermal analysis of LEDS for liquid crystal display's backlighting

This paper investigated the thermal design of the light emitting diode (LED)onto the board and its packaging. The LED was a 6-lead MultiLED with three chips designed for LCD backlighting and other lighting purposes. A 3D finite element model of this LED was built up and thermal analysis was carried out using the multi physics software package PHYSICA. The modeling results were presented as temperature distributions in each LED, and the predicted junction temperature was used for thermal resistance calculation. The results for the board structure indicated that (1) removing the foil attach decreased the thermal resistance, (2) Increasing the copper foil thickness reduced the thermal resistance. package design indicated that the SMT designed LED with integrated slug gave lower thermal resistance. Pb-free solder material gave lower thermal resistance and junction temperature when compared with conductive adhesive

CEO Compensation, Compensation Risk, and Corporate Governance: Evidence from Technology Firms

Literature suggests that CEOs of technology firms earn higher pay than CEOs of non-technology firms. I investigate whether compensation risk explains the difference in compensation between technology firms and non-technology firms. Controlling for firm size and performance, I find that CEOs in technology firms have higher pay, but also have much higher compensation risk compared to non-technology firms. Compensation risk explains the major part of the difference in CEO pay. My study is consistent with the labor market economics view that CEOs earn competitive risk-adjusted total compensation.

Composición de Juntas directivas y desempeño de las firmas:evidencia para Colombia

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Estruturas de governança corporativa e financial distress: há relação entre conselho de administração e empresas em financial distress?

Nesta dissertação foi analisada se há uma relação significante entre estruturas de governança (estrutura e composição de conselho) e financial distress. Este trabalho focou neste tema porque os estudos acadêmicos em governança corporativa e sua relação com financial distress ainda são pouco explorados. Além disso, o tema tem relevância no mundo corporativo, pois entender quais estruturas e composições de conselho seriam mais eficientes para evitar financial distress é interessante para diversos stakeholders, principalmente para os acionistas e os credores. Para verificar a existência dessa relação, foram utilizados dados de empresas brasileiras de capital aberto e foram desenvolvidos modelos logit de financial distress. Sendo a variável resposta financial distress, partiu-se de um modelo base com variáveis financeiras de controle e, por etapas, foram adicionadas novos determinantes e combinações dessas variáveis para montar modelos intermediários. Por fim, o modelo final contou com todas as variáveis explicativas mais relevantes. As variáveis de estudo podem ser classificadas em variáveis de estrutura de governança (DUA, GOV e COF), qualidade do conselho (QUA) e estrutura de propriedade (PRO1 e PRO2). Os modelos base utilizados foram: Daily e Dalton (1994a) e um próprio, desenvolvido para modelar melhor financial distress e sua relação com as variáveis de estrutura de governança. Nos diversos modelos testados foram encontradas relações significativas no percentual de conselheiros dependentes (GOV), percentual de conselheiros da elite educacional (QUA), percentual de ações discriminadas (PRO1) e percentual de ações de acionista estatal relevante (PRO2). Portanto, não se descartam as hipóteses de que mais conselheiros dependentes, menos conselheiros da elite educacional e estrutura de propriedade menos concentrada contribuem para uma situação de financial distress futura. Entretanto, as variáveis dummy de dualidade (DUA) e de conselho fiscal (COF) não apresentaram significância estatística.

Estruturas de governança corporativa e financial distress: há relação entre conselho de administração e empresas em financial distress?

Nesta dissertação foi analisada se há uma relação significante entre estruturas de governança (estrutura e composição de conselho) e financial distress. Este trabalho focou neste tema porque os estudos acadêmicos em governança corporativa e sua relação com financial distress ainda são pouco explorados. Além disso, o tema tem relevância no mundo corporativo, pois entender quais estruturas e composições de conselho seriam mais eficientes para evitar financial distress é interessante para diversos stakeholders, principalmente para os acionistas e os credores. Para verificar a existência dessa relação, foram utilizados dados de empresas brasileiras de capital aberto e foram desenvolvidos modelos logit de financial distress. Sendo a variável resposta financial distress, partiu-se de um modelo base com variáveis financeiras de controle e, por etapas, foram adicionadas novos determinantes e combinações dessas variáveis para montar modelos intermediários. Por fim, o modelo final contou com todas as variáveis explicativas mais relevantes. As variáveis de estudo podem ser classificadas em variáveis de estrutura de governança (DUA, GOV e COF), qualidade do conselho (QUA) e estrutura de propriedade (PRO1 e PRO2). Os modelos base utilizados foram: Daily e Dalton (1994a) e um próprio, desenvolvido para modelar melhor financial distress e sua relação com as variáveis de estrutura de governança. Nos diversos modelos testados foram encontradas relações significativas no percentual de conselheiros dependentes (GOV), percentual de conselheiros da elite educacional (QUA), percentual de ações discriminadas (PRO1) e percentual de ações de acionista estatal relevante (PRO2). Portanto, não se descartam as hipóteses de que mais conselheiros dependentes, menos conselheiros da elite educacional e estrutura de propriedade menos concentrada contribuem para uma situação de financial distress futura. Entretanto, as variáveis dummy de dualidade (DUA) e de conselho fiscal (COF) não apresentaram significância estatística