Corporate Boards Of Directors Research Articles

Does Female Representation on Boards of Directors Associate with the ‘Most Ethical Companies’ List?

This study examines the association between the number of women directors on a company's board of directors and the company's appearance on Ethisphere Magazine's ‘World's Most Ethical Companies’ list. This research extends the work of Bernardi et al. (2002) on female directors in Fortune 500 companies and Bernardi et al. (2006) dealing with the association between female representation on corporate boards of directors and Fortune's 100 ‘Best Companies’ list. We found that having a higher percentage of women on the board of directors of a Fortune's 500 company associated with the corporation being listed on Ethisphere Magazine's ‘World's Most Ethical Companies’ list.

The boardroom gender paradox

PurposeThe purpose of this paper is to contribute to research on gender and corporate boards of directors by focusing on how female board professionals construct particular notions of accessing and succeeding in boards.Design/methodology/approachA discursive perspective is offered, based on conceiving gender as something that is “done” in social interaction. In the spirit of critical discourse analysis, the talk of female board professionals, produced in interviews in the Finnish context, is analyzed in‐depth.FindingsTwo discourses are located in the talk of female board professionals: the discourse of competence and the discourse of gender. It is argued that the discourses constitute a boardroom gender paradox, which is characterized by several contradictory elements. By conceptualizing and illustrating this paradox, the study scrutinizes the elusive ideal of women's large‐scale entry into corporate boards.Research limitations/implicationsFuture studies should make use of the insights developed, and apply them to cross‐societal comparative research.Practical implicationsFor corporate decision‐makers, the findings suggest a rethinking of how “competence” is defined and applied.Originality/valueParadox has rarely been addressed in the literature on gender and corporate boards. Understanding how the women interviewed (re)construct a boardroom gender paradox offers a unique contribution to the literature.

Women on Corporate Boards of Directors: International Research and Practice

Women on Corporate Boards of Directors: International Research and Practice

Process as currency with the courts: judicial scrutiny of directors' decisions

A critical issue in corporate governance around the world is how much deference should be allocated to boards of directors and management. This paper addresses this question from a positive normative perspective and concludes that the amount of deference accorded to corporate decisions (and to decisions made in other contexts) is a function of the amount of process that boards and managers have used in arriving at such decisions. Courts and legislatures defer to decisions by corporate boards of directors when those boards have constructed and utilised a procedural infrastructure for their decision making that courts deem satisfactory.

The Nominating Process for Corporate Boards of Directors: A Decision-Making Analysis

The Nominating Process for Corporate Boards of Directors: A Decision-Making Analysis

Counter Ideology and Evolutionary Change: A Proposal for a Research and Political Action Program

To obtain meaningful egalitarianism in socioeconomic relations, the legitimacy of the existing social structure must be challenged with a radical counter ideology disseminated among the working class that could then be transformed into militant direct action. Such action need not seek an immediate end or overthrow of government. Instead, it could seek strategic changes in the relations of production that would set in motion radical evolutionary epoch change. One such idea proposed is the use of militant mass direct action to require that all corporate boards of directors be comprised exclusively by worker and community representatives. This would provide worker-citizens real-world experience to habituate them with self-direction and self-organization that in turn can become the basis for new alternative and more equitable forms of societal organization. [Article copies available for a fee from The Transformative Studies Institute. E-mail address: Website: ©2008 by The Transformative Studies Institute. All rights reserved.]

Female Presence on Corporate Boards: A Multi-Country Study of Environmental Context

A growing body of ethics research investigates gender diversity and governance on corporate boards, at individual and firm levels, in single country studies. In this study, we explore the environmental context of female representation on corporate boards of directors, using data from 43 countries. We suggest that women’s representation on corporate boards may be shaped by the larger environment, including the social, political and economic structures of individual countries. We use logit regression to conduct our analysis. Our results indicate that countries with higher representation of women on boards are more likely to have women in senior management and more equal ratios of male to female pay. However, we find that countries with a longer tradition of women’s political representation are less likely to have high levels of female board representation.

GLOBAL PREREQUISITES OF POLITICS, PAY AND PIPELINE FOR THE PRESENCE OF WOMEN CORPORATE DIRECTORS .

A growing body of ethics research investigates gender diversity and governance on corporate boards, at individual and firm levels, in single country studies. In this study, we explore the environmental context of female representation on corporate boards of directors, using data from forty-three countries. We suggest that women's representation on corporate boards may be shaped by the larger environment, including the social, political and economic structures of individual countries. We use logit regression to conduct our analysis. Our results indicate that countries with higher representation of women on boards are more likely to have women in senior management and more equal ratios of male to female pay. However, we find that countries with a longer tradition of women's political representation are less likely to have high levels of female board representation.

The Sarbanes-Oxley Act Will Change the Governance of Non Profit Organizations

As a public director of a NASDAQ stock exchange listed public corporation, I have seen how quickly the reforms in corporate governance imposed by the Sarbanes-Oxley Act have changed procedures and policies in public corporations. In areas such as transparency of financial records and other financial matters including compensation of top executives and conflict of interest policies affecting both corporate boards of directors and employees of the corporation the reforms of this new federal law have quickly changed corporate practices in many corporations. Many persons who have studied this new law believe that these changes will benefit the public, shareholders, employees, and other stakeholders in the modern corporation by increasing the reputation of these organizations for integrity and transparency. Stock exchanges such as NASDAQ and the New York Stock Exchange now require all listed companies to have (after a transition time) a majority of independent directors on their boards of directors. Only independent directors may serve on the audit, nominating and compensation committees of boards in most cases. Some exceptions are made to these rules for foreign and domestic issues of companies where a majority of the voting power is held by one person. According to Morrison & Foster LLP, Corporate Board Advisory March , 2004, NASDAQ requires that the board of directors of a listed company determine that an independent director does not have a relationship that would “interfere with the exercise of independent judgment” in carrying out the responsibilities of a director.

Strategic Proxy Voting

Despite its importance, voting in the elections of corporate boards of directors remains relatively unexplored in the empirical literature. We construct a comprehensive dataset of 3,204,890 mutual fund votes in director elections that took place between July 2003 and June 2005. We …nd substantial systematic heterogeneity in fund voting patterns: some mutual funds are management friendly, and others are less so. We construct and estimate a model of voting in which mutual funds impose externalities on each other: the cost of opposing management decreases when other funds oppose it as well. We exploit fund heterogeneity to overcome the endogeneity problem induced by unobserved …rm quality. We estimate all parameters in the voting model and show that strategic interaction between funds is economically and statistically significant. We then construct counterfactuals to compute the equilibrium distribution of votes under alternative speci…cations of strategic externalities. We use the counterfactuals to show that implementing con…dential voting in board of director elections has potentially large consequences on the equilibrium number of funds withholding their votes from directors.

What every director should know about investor relations

As a result of new legislation, regulation and litigation, corporate boards of directors are increasingly focused on share price as a barometer of their performance, and thus on the investor relations activities through which corporations communicate to current and prospective shareholders and the investment community. The authors, both advisors to corporations on investor relations policy and practice, argue that boards of directors need to take into account the disparity between the long time frame applicable to most-board level decisions, and the short time frame of most professional investors' shareholdings. Furthermore, they need to clearly enunciate a ‘value proposition’ that describes how the corporation will create value for investors, recognise that the market rewards most highly superior performance that sustains over long periods of time, and should not allow their corporations to put their perceived integrity at risk in order to meet investor demands for information or guidance. In addition, they should periodically assess the attitudes and investment criteria of the professional investors most committed to their corporation, sector or industry.

What IRBs Could Learn from Corporate Boards

Institutional review boards (IRBs) serve as the centerpiece in the regulatory system for protecting research subjects. Although many studies conclude that IRBs are weak and deficient, insufficient attention has been paid to how IRBs perform relative to other oversight bodies. The corporate board of directors provides an interesting comparison point for better understanding IRBs' institutional limitations, as well as for recognizing IRBs' considerable strengths. This Article details the many monitoring problems that IRBs share with corporate boards, including a high degree of insularity and the risk of groupthink bias. The corporate board experience suggests that proposed IRB reforms that attempt to change the composition of IRBs, such as adding more community members, will likely have only a subtle and attenuated impact. More serious changes, such as altering the appointment process and limiting the tenure of service for members, are needed to truly affect IRB performance. The corporate board experience teaches that an IRB's ultimate success is dependent upon organizational ability, neutrality, expertise, culture, and training. IRB reform proposals that simply assign more tasks when IRB members run the risk of work overload, potential bias, conformity pressures, or gaps in expertise will likely disappoint.

Advancing women's careers

PurposeThis collection seeks to examine the various challenges women face in advancing their careers.Design/methodology/approachIn the mid‐1980s, the phrase “glass ceiling” was coined and has since become an established part of our vocabulary. The glass ceiling refers to an invisible but impermeable barrier that limits the career advancement of women. During the last two decades, women have made progress: there are now more women in senior‐level executive jobs, more women in “clout jobs”, more women CEOs, and more women on corporate boards of directors. But real progress has been slow with only modest increases shown at these levels.FindingsThe slow progress made by talented, educated, ambitious women is now having some negative effects on women's views of management and the professions as a career. However, artificially limiting the career possibilities of women is a luxury organizations can no longer afford. Organizations are facing an impending shortage of qualified leaders. The aging of the workforce, a smaller number of new workforce entrants, and the war for talent, makes it imperative that organizations utilize and develop the talents of all their employees.Originality/valueThis collection examines the various challenges women face in their careers. The contributors come from a number of different countries, indicating the widespread interest in this topic in all developed and developing countries.

Do outside independent directors strengthen corporate boards?

PurposeRecent changes in corporate governance require firms to maintain boards with a majority of outside independent directors. The belief seems to be that outside independent directors will strengthen corporate boards by monitoring the actions of management and ensuring that management decisions are made in the best interests of the stockholders. This belief, however, may be founded on an assumption that has its roots in public perception and not in fact. The purpose of this paper is to determine whether or not outside independent directors strengthen corporate boards.Design/methodology/approachFive areas within corporate boards of directors, including board composition, CEO duality, audit committees, compensation committees and nominating committees, are examined. The results of studies aimed at discerning the effects that outside independent directors have on increased firm performance and shareholder wealth through strong corporate governance are discussed.FindingsThe conclusion reached is that outside independent directors do appear to strengthen corporate boards; however, more needs to be done to reestablish the market's confidence in corporate America's ability to effectively govern itself.Practical implicationsBest practices are discussed that can assist corporate boards in fulfilling their responsibilities to shareholders in monitoring and controlling the actions of management.Originality/valueThis paper is of value to management of firms, corporate directors, and investors. It demonstrates that the presence of outside independent directors alone will not solve the deficiencies exposed in corporate boardrooms. It also highlights the fact that more needs to be done to change the environment in which corporate boards operate in order to better protect shareholder interests.

Bringing feedback and resilience of high-latitude ecosystems into the corporate boardroom.

This paper discusses the role of companies in high-latitude regions, which are conceptualized as socially and economically mediated ecosystems, and identifies a number of important social actors within the business environment. We present three examples of corporate activity at high latitudes and discuss a variety of common threads. Notably, we argue that business theory and practice needs to move beyond a narrow social or economic concept of organizational resilience and embrace the ecological resilience of high-latitude regions as a business management goal. We also suggest that regional ecosystem resilience needs to become a meaningful measure of sustainable corporate governance, one that corporate boards of directors can review and commit to. The paper concludes with a call for a detailed research agenda on the role of transnational and national companies within high-latitude regions.

Corporate Boards of Directors' Structure and Governance: How Does the NASDAQ 100 Stack Up Against Stellar Boards?

Corporate Boards of Directors' Structure and Governance: How Does the NASDAQ 100 Stack Up Against Stellar Boards?

Bringing Feedback and Resilience of High-latitude Ecosystems into the Corporate Boardroom

This paper discusses the role of companies in high-latitude regions, which are conceptualized as socially and economically mediated ecosystems, and identifies a number of important social actors within the business environment. We present three examples of corporate activity at high latitudes and discuss a variety of common threads. Notably, we argue that business theory and practice needs to move beyond a narrow social or economic concept of organizational resilience and embrace the ecological resilience of high-latitude regions as a business management goal. We also suggest that regional ecosystem resilience needs to become a meaningful measure of sustainable corporate governance, one that corporate boards of directors can review and commit to. The paper concludes with a call for a detailed research agenda on the role of transnational and national companies within high-latitude regions.

Women on corporate boards of directors: the timing is right

Corporate governance and the role and functions of boards of directors have emerged as critical topics for organizations and the broader society in which they exist. As there appears to be a shortage of qualified and committed directors capable of bringing experience, knowledge, and time to these important jobs, the timing for increasing qualified women’s representation on corporate boards is opportune. This collection of papers by an international group of scholars identifies initiatives needed by organizations to increase women’s representation as well as a research agenda to further our understanding of board dynamics and functioning.

Developments in U.S. Boards of Directors and the Multiple Roles of Corporate Boards

As corporations have increased in size and complexity so have the demands on their operations, requiring more complex organizational structures. The demands on corporate boards of directors have also changed. These demands require boards to perform a multitude of functions that call for attention to the structure of boards and to their composition and practices. Insufficient changes have been made, however, to accommodate these multiple roles of corporate boards. This paper is about the multiple roles of corporate boards, which are defined as the manager-monitoring, relational and strategic management roles of boards. This paper argues that these roles more accurately describe board functions than the description of board functions as control, service and strategy. In addition, this paper argues that the multiple roles of boards often come into conflict with each other. A recent meta-analysis has found that both insider-dominated boards and outsider-dominated boards are associated with more successful corporations in terms of return on assets. In this paper, I explore a number of alternative explanations for these findings. I offer an interpretation that is based on the multiple conflicting roles of corporate boards. I argue that insider-dominated board perform some roles more effectively than outsider-dominated boards, particularly strategic management. I argue that the advantages of the insider-dominated board in strategic management comes from the advantages of group decision making by peers (fellow executives) which decreases corporate politics and the chance of a dominant CEO becoming convinced of his invincibility. In addition, the quality of decision making is enhanced in ambiguous and uncertain situations when diverse perspectives are shared and this sharing is encouraged when persons are in similar social positions. Outsider-dominated boards perform other functions better than insider-dominated boards, such as manager-monitoring functions, to the extent that the outside directors are truly independent of management. This analysis suggests a number of reforms for corporate boards that will enable them to perform their multiple functions more effectively.

Dead Hand and No Hand Pills: Precommitment Strategies in Corporate Law

Author(s): Bainbridge, Stephen M | Abstract: Corporations frequently, make use of precommitment strategies. Examples include such widely used devices as negative pledge covenants and change of control clauses in bond indentures fair price shark repellents, no shop and other exclusivity provisions , in merger agreements, mandatory indemnification bylaws, and so on. This paper argues that poison pills also can be understood as a form of precommitment, by which the board of directors commits to a policy, intended either to negotiate a high acquisition price or to maintain the corporation's independence.In Quickturn Design Sys., Inc. v. Mentor Graphics Corp., the Delaware supreme court invalidated a no hand poison pill on grounds that a board of directors lacks authority to adopt such devices. In doing so, the court misinterpreted relevant Delaware law. It's unjustifiably called into question the validity of a host of corporate precominitment strategies. Finally, and perhaps most troublingly, it called into question the central tenet of Delaware corporate law; namely, the plenary authority of the board of directors.This article argues that the Delaware supreme court's decision was wrong both as a doctrinal and a policy matter. There simply is no firebreak between the sorts of board self disablement deemed invalid by Quickturn and the host of other precommitment strategies routinely used by corporate boards of directors. The Delaware supreme court's conclusion that the former are invalid for lack of statutory authority thus threatens to invalidate all of the latter. The article concludes by arguing that the Delaware supreme court should have analyzed the no hand pill under standard fiduciary d4ty principles rather than creating a new prophylactic ban on precommitment strategies.