Board Of Commissioners Research Articles

CORPORATE GOVERNANCE AND BOARD EFFECTIVENESS: A SYSTEMATIC REVIEW OF THE COMPANY SECRETARY ROLE

Background and Purpose: Company secretary roles are increasingly gaining attention and recognition globally. However, research on corporate governance and board effectiveness lacks a comprehensive and systematic review from the company secretary role. Most research to date has been focused on the role of other corporate governance actors, namely, CEOs, directors, and auditors. In this present systematic literature review, we address this deficiency.
 
 Methodology: This paper adopted a systematic literature review approach. We used two indexed databases, Scopus and Web of Science, to analyse the articles written on corporate governance, company secretary and board effectiveness. A total of 121 articles published in these fields were examined, and after rigorous analysis, only 18 articles from which met the inclusion criteria were included.
 
 Findings: Our findings reveal that only a few corporate governance research has investigated the role of company secretary in enhancing board effectiveness (board structure, board process and board practices). The thematic analysis conducted identified seven key roles of the company secretary. The roles are to: (1) support the chairman of the board; (2) provide advice and act as a confidant to the board of directors; (3) facilitate and manage the board of directors and board committee process; (4) liaise between the board and management; (5) manage information asymmetry and enhance transparency; (6) ensure compliance with laws, regulations, corporate governance code and best practices, and (7) manage company relations.
 
 Contributions: The analysis in this paper presents four key findings - types of articles, geographical location, theory, and company secretary roles that reflect the research gaps present in the corporate governance literature, thus highlighting significant future research avenues.
 
 Keywords: Board effectiveness, company secretary, corporate governance, roles, systematic literature review.
 
 Cite as: Halim, S. A. A, Lokman, N., & Othman, S. (2023). Corporate governance and board effectiveness: A systematic literature review of the company secretary role. Journal of Nusantara Studies, 8(TI), 209-234. http://dx.doi.org/10.24200/jonus.vol8issTIpp209-234

The Role of Company Size and Board of Commissioners on Company Value in Disrupted Economics

The Covid-19 condition that has passed has provided many important lessons and has disrupted the performance and productivity of almost all industries, including manufacturing companies. Such condition has become a challenging task for companies to find solutions to maximize company value to survive, let alone increase in these conditions. Bad like that. This research aims to confirm whether company size, board of commissioners, and Covid-19 conditions significantly affect company value. By taking data from manufacturing companies during the past two years of research during the Covid-19 period, this study uses a descriptive quantitative approach with multiple linear regression analysis techniques and modeling Covid-19 as a moderator. This study uses a purposive sampling method to select manufacturing companies on the Indonesia Stock Exchange. The research data spans two years upon 159 companies, resulting in 318 data points. The research results show that the variables of company size and board of commissioners do not significantly affect company value, but Covid-19 can significantly influence company value. Covid-19 then moderated the company size and board of commissioners variables, and it was discovered that the company size and board of commissioners variables had a significant influence on company value; this demonstrates that Covid-19 has had a devastating effect on company value.

Lymphatic Malformations in Parkes Weber's Syndrome: Retrospective Review of 16 Cases in a Vascular Anomalies Center.

Parkes Weber's syndrome (PWS) is a rare genetic disorder characterized by overgrowth and vascular malformations, primarily affecting the extremities. While PWS is known to be associated with arteriovenous and capillary malformations, the potential involvement of lymphatic malformations (LMs) has not been previously reported. The objective of this study is to investigate the presence of lymphatic anomalies in PWS patients and their role in the development of limb asymmetry. This is a retrospective study of patients diagnosed with PWS in a Vascular Anomalies Center from 1994 to 2020. Clinical data were obtained from medical records including diagnostic imaging, lymphoscintigraphy, and genetic testing. The Institutional Review Board and Ethics Committee have approved this study. A total of 16 patients aged 18 interquartile range 14.7 years diagnosed with PWS were included (50% female). Six of the 16 patients with PWS had clinical and imaging data suggestive of LM (37.5%) and 3 of them had genetic variants in RASA1 (2/3) or KRAS (1/3). Limb asymmetry was greater in patients with isolated PWS (2.6 ± 0.8 cm) than in the PWS-lymphatic anomalies population (2 ± 0.7 cm), although not significant (p = 0.247). One in 6 patients with PWS-LM required amputation (16.6%) versus 1 in 10 in isolated PWS (10%). Lymphatic anomalies may be present in a significant number of patients with PWS and could have a role in limb asymmetry and outcomes. It is paramount to investigate their existence and distinguish them from true overgrowth.

Protocol in a Day: An Educational Institutional Workshop for Protocol Development

The Protocol-in-a-Day (PIAD) workshop was developed to support junior faculty and residents with clinical trial protocol design, with the main goal of providing initial feedback during development to reduce time for review and approval from institutional oversight committees. Our objectives are to mentor and educate participants and to evaluate the time to institutional approval by oversight committees. PIAD provided concurrent educational feedback on 6 key elements of trial design. These included: (1) regulatory aspects; (2) institutional scientific review committee (SRC) and institutional review board (IRB); (3) clinical research and data coordination (including nursing); (4) statistics; (5) correlatives including imaging, biospecimens, and health services research/patient-reported outcomes; and (6) operations. The average number of days from submission to IRB approval or study activation for PIAD protocols was compared to other protocols submitted between January 2018 - January 2022 within the Division of Radiation Oncology. Participants were also given a 15-question survey to assess their perspective of the impact of the workshop. A total of 25 protocols went through the PIAD workshop between January 2018-January 2022. Of the 25 protocols, 7 (28%) were excluded from this study due to not being submitted possibly after participants benefited from education on the limitations of their design. Eighteen protocols were included in our final analyses. These protocols included phase II (n = 11), phase 1 (n = 5), and phase III (n = 2). At the time of this report, all protocols (n = 18) have received IRB approval and have been activated. Protocol elements that could impact study activation included protocols requiring investigational new drug (IND) approval (n = 8) and multicenter studies (n = 1). Analyzing the time of submission to request for activation showed a decrease in time for protocols that went through PIAD vs those that did not [PIAD protocols, 254 days vs All other protocols, 262 days]. Likewise, those who attended PIAD had a lower average time from submission to IRB Approval [ PIAD protocols, 40 days vs All other protocols, 59 days]. All participants (100%) of the PIAD workshop responded that the educational program "improved the overall quality of the study design." The most commonly cited changes were protocol language (n = 17), statistics (n = 15), consent language (n = 8), and study design (n = 8). Aspects participants identified as the most educational included mentorship from regulatory, clinical research finance, and IRB review. PIAD from participant surveys provided high educational value in the areas of improving trial quality, language and statistical design. When analyzing the average time, from 'submission to IRB initial approval' and 'submission to activation', PIAD protocols had a shorter time for approval, and thus suggests PIAD is effective in improving the overall design of protocols.

Pengaruh Kepemilikan Manejerial, Dewan Komisaris Independent Dan Komite Audit Terhadap Return On Asset Perbankan Syariah Yang Terdaftar Di Bursa Efek Indonesia Tahun 2018-2022

This research was conducted with the aim of examining the effect of good corporate governance on the financial performance of Islamic banking listed on the Indonesian stock exchange in 2018-2022. This study was tested using 3 independent variables, namely: managerial ownership, independent board of commissioners and audit committee. For the dependent variable, namely Return On Assets. The population used in this research is Islamic banking companies on the Indonesia Stock Exchange in 2018-2022. The samples used in this study amounted to 45 samples. The analysis used in this study was multiple linear analysis and was assisted by SPSS Version 22. The data used were secondary data. The results of this study indicate that Managerial Ownership has no significant effect on Return On Assets (ROA). This can be proven by the results of the t-count value of 1.482 < t-table of 2.020 and a significant value of 0.632 > 0.05, the independent board of commissioners shows that there is a significant influence on Return On Assets (ROA). This can be proven by the results of the t count value of 3.397 > t table 2.020 and a significant value of 0.003 <0.05. The Audit Committee shows that there is a significant influence on Return On Assets (ROA). This can be proven by the results of the t count value of 2.942 > t table of 2.020 and the sig value of 0.019 <0.05. Managerial ownership, independent board of commissioners, and audit committee simultaneously or jointly have a significant effect on Return On Assets (ROA). It is known that the significance value for managerial ownership, independent board of commissioners, and audit committee (X) simultaneously on Return On Asset (ROA) of 0.006 <0.05 and the value of f count > f table (5.259 > 3.02).

The effect of environmental uncertainty on tax avoidance with corporate governance as a moderator

The study aims to examine the effect of environmental uncertainty on tax avoidance and the moderating effects of corporate governance. Data collection uses secondary data derived from the financial statements and annual reports of companies listed on the Indonesia Stock Exchange for the period of 2017–2019, using the S&P Capital IQ database. The population of this study consists of 80 companies with an observation period of 3 years. Thus, the total o research observations is 240, obtained by the purposive sampling method. The results showed that environmental uncertainty negatively affects tax avoidance. The indicators of corporate governance, which is an independent board of commissioners, can strengthen the relationship between environmental uncertainty and tax avoidance, while audit quality is proven to weaken the relationship between environmental uncertainty and tax avoidance.

Business Strategy Formulation of Sharia Rural Bank (SRB) in Facing Pandemic

This study was conducted to formulate a business strategy for a sharia rural bank whose performance has decreased because the financing sector served is affected by Covid-19. This study is applied research that is qualitative and uses a single case study approach. Primary data was obtained through interviews with several members of the board of commissioners, members of the board of directors, and heads of divisions. Secondary data were obtained from internal company documents, while external sources were mostly from regulatory bodies for the sharia banking industry in Indonesia. A framework from David et al. (2020) is used to obtain a business strategy formulation. For the upcoming three years, the business strategy that should be carried out are market penetration and product development, i.e., conducting selective increase in financing in prospective sectors, conducting coaching in the micro and small sectors so that they can better cope with the impact of Covid-19, and developing products for first-time young customers.

Juridical Analysis of Interlocking Directorate in the Perspective of Fiduciary Duty Theory

This article discusses the issue of concurrent positions of directors in a company has resurfaced in Indonesia, causing problems lately. The practice of holding multiple positions presents a potential avenue for individuals to exploit their authority for personal gain, as well as for the benefit of affiliated parties. The potential for conflicts of interest, including corruption, collusion, and nepotism, even exists in concurrent positions. The research method used is normative because what is studied is the legality of the interlocking directorate of directors and board of commissioners in the Company as seen from its regulations in the Law and other related regulations. This study focused on examining the legality of the interlocking directorate of directors and board of commissioners in PT. The result is that concurrent positions are not explicitly prohibited by the Limited Liability Company Law, but it is very important for the Board of Directors and the Board of Commissioners to have a ban on concurrent positions in the Company Regulations, Articles of Association, and Code of Ethics and Business Conduct. Code adherence ensures all stakeholders comply with company policies. Law Number 5 of 1999, especially Article 26, prohibits concurrent positions if the companies in which the directors serve are not in the same relevant market, have a close relationship, or jointly control the market share of certain goods and services, which has the potential to result in a monopoly. Unfair business practices and competition

Characteristics of the boards of directors at firms listed on Nasdaq Baltic

The board of directors plays a pivotal role in firm governance, endorsing strategic choices, coordinating operations, ensuring regulatory compliance, and furnishing organizational support. This paper aims to examine the characteristics of the boards of directors and the guidelines for board composition in publicly listed firms in the Baltic countries. The analysis consists of two stages. The first is a quantitative investigation of the attributes of boards (board size, CEO duality, gender diversity, foreign directors, board committees, board independence, and directors’ occupational background) targeting 35 firms and 187 directors. The second is a qualitative analysis of guidelines for board composition of Nasdaq Baltic-listed firms in Estonia, Latvia, and Lithuania. The results reveal that the attributes of boards of directors do not raise concerns. Despite their relatively smaller scale in contrast to the United States or Europe, the boards of Nasdaq Baltic companies align effectively with their respective firm sizes. Notably, CEO duality is absent in Estonian and Latvian listed firms, while it is only partially evident in Lithuania. Moreover, directors’ heterogeneous professional backgrounds distinctly contribute to these boards’ overall enhancement. While the existence of board committees is strongly recommended, they are primarily implemented as a tool for controlling.

Financial reporting complexities: Association with accounting expertise of board and audit committee

AbstractThe purpose of our study is to examine the financial reporting complexity of listed firms in Indonesia and the association between the financial reporting complexity and the accounting expertise of boards (Board of Directors/BOD and Board of Commissioners/BOC) and audit committee members. We use samples of listed firms in Indonesia over the period from 2013 to 2019. We find that financial reporting complexity is negatively associated with the accounting expertise of the BOD, BOC, and audit committee. These results indicate that companies do not try to engage in higher accounting expertise to mitigate the unfavourable impact of financial reporting complexity and that companies tend to use the financial reporting complexity to obfuscate the financial reporting. The novelty of our study is developing an aggregate measure of the financial reporting complexity that has not been used in extant studies. We also have not found any previous studies examining this issue in emerging countries, including Indonesia. The previous study has examined similar issues in the USA, where the USA is a developed country with a high level of investor protection. The varying levels of investor protection may affect the results.

Board Characteristics and Disclosure of Environmental Sustainability Reports in Indonesia: Moderation Effects of Political Connection

The purpose of this study is to examine whether the characteristics of the board of commissioners in Indonesia affect the level of corporate environmental sustainability reporting, as well as to examine the moderating effect of political connections on the disclosure of environmental sustainability reports. The sample used was 80 companies listed on the Indonesia Stock Exchange in 2019-2021. The analysis technique used is Moderated Regression Analysis to examine the moderating effect of political connections and the effect of board characteristics on the disclosure of environmental sustainability reports. The results show that the board size variable has a significant positive effect on the disclosure level of environmental sustainability reports. Additionally, this study found that political connections weaken the influence of gender diversity on the disclosure of environmental sustainability reports. These findings provide valuable insights and evaluation for stakeholders aiming to implement good corporate governance practices to enhance environmental sustainability reporting performance. They can also serve as input for the government in developing guidelines for corporate sustainability reporting.

Effect of Board of Commissioners Size, Company Size, Growth Opportunity, and Profitability Against Prudence Accounting

Prudence accounting is the principle of prudence in financial reporting. The number of cases of misappropriation of financial statements by manipulating financial statements is due to the lack of application of the principle of prudence accounting. This study aims to examines the effect of board size, company size, growth opportunity, and profitability on prudence accounting. The population of this study consisted of 21 pharmaceutical companies listed on the Indonesia Stock Exchange. Determination of the sample using non-probability sampling with purposive sampling technique, thus obtaining a research sample of 13 companies with a research period of 4 years (2019-2022), so that the total number of samples used was 52. The data analysis methods used are panel data regression analysis, determination coefficient test, f statistical test, and t statistical test using eviews 12 software. The results of this study indicate that the size of the board of commissioners has no effect on prudence accounting. While the variables of company size, growth opportunity and profitability have a significant effect on prudence accounting. The results of the f test show that the size of the board of commissioners, company size, growth opportunity and profitability simultaneously affect prudence accounting.

Auditor Choices in Family Companies

This study aims to empirically examine the comparison of auditor choice and audit fees in family firms, as well as to test more comprehensively how the characteristics of family firms will influence the choice of auditors and audit fees in family firms. The purposive sampling results of this study show that the number of sample companies in this study is 133 non-financial companies listed on the Indonesia Stock Exchange in 2015-2021, with a total of 931 observations. The results of the logistic regression analysis of the auditor's choice model in this study indicate that family firms tend to be less choosing a high-quality auditor (auditor of KAP BIG4) and the presence of a CEO who is descended from the founder's family company is negatively related to the appointment of an auditor for KAP BIG4. In addition, the percentage of family ownership, the presence of the founder CEO of the family company and the presence of a professional CEO of the family company are not related to the appointment of KAP BIG4 auditors. The results of ordinary least square regression analysis using the robust standard error estimation method on the audit fee model show that family firms and the percentage of family members in top management are negatively related to audit fees, while the percentage of family ownership and the percentage of family members on the board of commissioners is not related to audit fees.

Pengaruh Risiko Spesifik Bank dan Good Corporate Governance Terhadap Stabilitas Bank Pembiayaan Rakyat Syariah

This research aims to examine the influence of specific bank risks and Good Corporate Governance (GCG) on the stability of Sharia rural banks in the Province of Banten. The indicators of specific bank risks include Non-Performing Financing (NPF), Operational Cost to Operating Income (BOPO), and Capital Adequacy Ratio (CAR). Meanwhile, the indicators used to assess GCG are the size of the Sharia Supervisory Board (DPS), board of commissioners, and board of directors. This study uses panel data from 8 Sharia rural banks as research samples from June 2020 to June 2022. Based on the regression results using the selected model, which is the Common Effect Model, it was found that partially, the variables CAR, BOPO, and the board of directors have a significant influence on the stability of Sharia rural banks. Meanwhile, simultaneously, all the variables, namely NPF, CAR, BOPO, DPS, board of commissioners, and board of directors, collectively influence the stability of Sharia rural banks in the Province of Banten.

The Effect of Carbon Emission Disclosure and Environmental Information Disclosure on Company Value With Commissioner Size as Moderation

This research aims to determine the effect of disclosure of carbon emissions and environmental information on firm value with board size as a moderating variable. Disclosure of carbon emissions is a form of corporate transparency to shareholders in the context of overcoming global warming and climate change. This is also believed to increase the value of the company in the long term. The population used in this study are non-financial companies at LQ 45 which are listed on the Indonesia Stock Exchange in the period August 2022 to January 2023. This research method is quantitative using purposive sampling. Based on analysis data, the disclosure of carbon emissions and the disclosure of environmental information have significant positive results on the value of the company. On the other hand, the size of the board of commissioners is still unable to moderate the disclosure of carbon emissuons and disclosure of environmental information on the value of the company.

Pengaruh Aktivitas Tunneling, Opini Audit Dan Ukuran Dewan Komisaris Terhadap Kinerja Perusahaan Dengan Metode Altman Z-Score

This study uses the Altman z-score method to examine the effects of company size, profitability, and leverage as control variables on company performance in the primary consumer goods sector companies listed on the Indonesia Stock Exchange between 2017 and 2021. There are 52 companies in total in this population. Purposive sampling was the sampling approach employed in order to collect data from 260 observations. Secondary data are used in this research's quantitative methodology. Panel data regression analysis using Eviews 12 is the technique employed. The study's findings indicate that corporate performance is simultaneously influenced by tunnelling activity, audit opinion, and board size, with firm size, profitability, and leverage as control factors. Partially, audit findings and tunnelling activities have no impact on a company's performance. The size of the board of commissioners, nevertheless, has a detrimental impact on the operation of the business.

The Effect of Profitability, Good Corporate Governance, and Environmental Disclosure on Firm Value in Mining Companies Listed on The Indonesia Stock Exchange

The purpose of this research is to examine and analyze the influence of profitability, good corporate governance, and environmental disclosure on the firm value of mining companies listed on the Indonesia Stock Exchange. The research method utilized is descriptive research with a quantitative approach. The study population encompasses all mining companies registered on the Indonesia Stock Exchange (IDX) within the period from 2019 to 2022. In this study, a non-probability sampling technique was employed, specifically purposive sampling, resulting in a sample size of 72 from a span of 18 companies over 4 years. The variables under scrutiny include Return on Assets (ROA) as a measure of profitability, the proportion of independent board commissioners as an indicator of good corporate governance, the number of GRI disclosures as an indicator of environmental disclosure, and Tobin’s Q as a gauge of firm value. The analytical methodology and hypothesis testing were carried out using the Partial Least Square (PLS) method with SmartPLS 3.2.9 software. The PLS analysis consists of three stages: Outer Model, Inner Model, and Hypothesis Testing. The hypothesis testing results show that profitability has a significant impact on firm value, while good corporate governance and environmental disclosure do not exhibit a significant influence on firm value. These findings contribute to the understanding of how these factors interplay within the mining sector. However, this study has several limitations, including the variables used, the company's disclosures, and the limited period. Subsequent research can address these limitations and delve deeper into exploring the relationships of these variables or other variables with firm value.

The Influence of Environmental Performance, Company Size, and Independent Commissioners on Carbon Emission Disclosure

Global warming caused by the increase in carbon emissions is the impact of the company's operational activities that use machines with large capacities. The study aims to empirically prove the influence of environmental performance, firm size and independent board of commissioners on carbon emission disclosure. The population in the study were 165 companies in the energy sector and basic materials sector companies listed on the Indonesian Stock Exchange during the study period (2018-2021). Determination in this sample used purposive sampling and based on existing criteria obtained as many as 29 companies with a total of 116 data observation. Data analysis techniques use panel data regression with EViews software version 9. The results of the study show that simultaneously environmental performance, firm size and independent board of commissioners have a significant impact on carbon emission disclosure. Partially variable environmental performance and firm size have a significant influence on carbon emission disclosure. Independent board of commissioners partially had no significant influence on carbon emission disclosure.

Unveiling the Legal Veil of Conglomerate-Owned Companies

Objective: This research seeks to comprehensively analyze the legal dimensions associated with conglomerates' management and oversight of their subsidiary companies. The study emphasizes the significance of adhering to established legal principles and frameworks in this context.
 
 Theoretical Framework: The term "conglomerate," as defined by the Big Indonesian Dictionary (KBBI), pertains to a prominent entrepreneur who possesses multiple companies or subsidiaries operating across diverse business sectors. These entities, while legally distinct, are consolidated into an integrated economic entity under the conglomerate's control. Conglomerates leverage their assets and existing companies to invest in other businesses through means such as establishing new entities, acquisitions, mergers, or spin-offs. This consolidation aims to achieve dividends, gain product/service control, and expand market share.
 
 Method: This study employs a normative legal research methodology to investigate conglomerates' legal aspects. The research approach involves scrutinizing legal rules, principles, and doctrines. It adopts a statutory approach by analyzing relevant legislation and regulations pertaining to conglomerates. Additionally, a conceptual approach is utilized to explore evolving perspectives within legal sciences. The research draws on primary, secondary, and tertiary legal sources, including legislation, official records, literature, expert opinions, and legal publications.
 
 Results and Conclusion: Conglomerates oversee distinct companies that form an integrated group, maintaining independent legal status. Professional management is upheld through separate Boards of Directors and Commissioners. Legal clarity and adherence to corporate law are emphasized to prevent liability. Amendments or new laws are needed in Indonesian Corporate Law to address conglomerate liability gaps.
 
 Originality/Value: This research contributes to the field by offering a comprehensive exploration of the legal intricacies associated with conglomerates and their subsidiary entities. It highlights the importance of adhering to legal frameworks and principles, providing insights into potential legal reforms necessary for effective conglomerate management and control.

Intellectual capital disclosure (ICD) in Islamic banks: does the diversity of Shariah committee matters?

PurposeThis study aims to investigate the moderating effects of the Shariah committee (SC) on the extent of intellectual capital disclosure (ICD) of Islamic banks.Design/methodology/approachThis study provides evidence from an analysis of a sample of Islamic banks in multiple countries over a seven-year period (2012–2018). The extent of intellectual capital information was measured and regressed against several corporate governance attributes covering board and audit committee characteristics, gender diversity of SC members and moderating variables of the SC, while controlling for firm-specific variables. A checklist was developed to measure the extent of the ICD of Islamic banks on a rubric scale ranging from 0 to 3.FindingsThe results show that the size and gender diversity among SC significantly influence the ICD practices of Islamic banks. Apart from contributing to the literature, this study may serve as valuable input for Islamic banking practitioners including regulators and standard setters to empower women and use all their potential for better intellectual capital output.Practical implicationsThe paper highlights two main implications. Firstly, the regulator should look at the size and composition of the SC to enable a conducive environment for sound deliberation of Shariah matters. Secondly, the gender diversity among SC should be considered because women and man may have different approaches, and the best optimal combination of resources could enhance Islamic banks’ competitive advantage.Originality/valueThis study highlights the importance of gender diversity and size of SC in influencing the disclosure practices related to Shariah matters by the Islamic banks.