Director Attendance Research Articles

The Role of Internal Control on Financial Fraud: Evidence of Pre-Fraud and Post-Punishment from Chinese Firms

ABSTRACT Our study is the first to provide systematic evidence of the internal control (IC) prevention and punishment effect on financial fraud (FF). We examine the pre-fraud and post-punishment IC of Chinese firms. Results show that the lower the firm’s IC, the greater the possibility of FF. We find that IC five elements have different prevention effects. Information and communication cannot prevent FF, while the other four can. Executive compensation, audit fees and earnings management can weaken the negative correlation between IC and FF, while independent director attendance can strengthen the negative correlation between them. In addition, the IC of fraudulent firms has been improved after punishment. This article extends the role of IC and its five elements in FF and the response of IC to punishment, providing country-specific evidence for other emerging market research about IC prevent FF.

Economic theory and social pressure: audit committee director departures in India

Purpose This study aims to examine the resignations of Indian audit committee directors after a systemic shock (failure of Satyam Computer Services Ltd.). Design/methodology/approach The authors develop the research questions based on interviews with company directors and audit partners, in addition to economic theory. The authors then use archival data to test the research questions. Findings The authors find that social and peer pressure is a very important factor in explaining such departures and provides the basis for some counter-intuitive empirical results, for example, directors were less likely to resign from companies audited by Indian affiliates of PricewaterhouseCoopers even though Satyam was audited by one such auditor and ownership by founding families was not associated with director departures. Research limitations/implications Going beyond economic theory and analyzes can be useful in examining issues related to corporate boards and audit committees. Practical implications Regulators should consider requiring disclosure about director attendance percentages, in addition to the number of meetings, at audit committee – and, perhaps, other board sub-committee – meetings. Social implications Caution is warranted when using results from the USA and other Anglo-Saxon countries to address governance-related issues in India or other Asian countries. Originality/value A triangulation of economic theory and societal norms enables us to gain valuable insights about the resignations of audit committee directors in India.

External regulation, independent director attendance, and governance effects

In this study we examine how the regulation of director attendance disciplines directors’ behavior, and consider the governance effect of such regulations. This examination exploits the differences between the requirements for director attendance at board meetings enacted by the Shanghai Stock Exchange (SHSE) and by the Shenzhen Stock Exchange (SZSE). Using a difference-in-differences model with a sample of A-share listed firms from 2006 to 2017, we document that the rate of meeting attendance by independent directors who serve with firms listed on the SHSE (SHIDs) has increased significantly since the exchange’s enforcement of the regulation on attendance. This positive effect has been more pronounced for independent directors with legal backgrounds. Further investigations find that the regulation of attendance plays a corporate governance role through the mechanism of enhanced monitoring. The attendance regulation increases the SHIDs likelihood of casting dissenting votes, and it leads to both better accounting performance and higher firm value. In addition, SHIDs are more likely to depart from firms listed on the SHSE, and to transfer their directorships to firms listed on the SZSE, which has a less constraining attendance requirement. Our findings provide evidence of how external regulation shapes director attendance and voting behavior in emerging markets.

Evaluating Board Candidates: A Threat-Contingency Model of Shareholder Dissent Against Female Director Candidates

Given the growing corporate social responsibility (CSR) pressures to increase board gender diversity and the scrutiny afforded to firms that fail to appoint female directors, one may expect shareholders to vote with greater support for women (than for men) nominated to boards. However, diversity management research suggests that pressures to improve female representation in organizations and in leadership roles may also backfire. We propose a threat-contingency model of shareholder dissent against female director candidates to explain when shareholders will be more or less likely to dissent against female (relative to male) directors. Specifically, we advance CSR legitimacy threats and agency threats as conditions contextualizing shareholder dissent against female director candidates. Using a sample of 50,202 director elections at 1,104 public firms from 2003 to 2015, we find that female directors receive less dissent from shareholders; further, low female board representation intensifies this leniency as CSR legitimacy threats become more salient. However, when firm-related agency threats occur (e.g., firm underperformance and media controversies), shareholders’ leniency toward female director candidates dissipates, and when directors themselves present agency threats (e.g., director attendance problems and nonindependence), shareholders evaluate female directors more harshly than male directors. Underlining the relevance of our theory, our supplementary analyses show that shareholder dissent increases the probability of director turnover. These findings contribute to theory and research on women on boards, firm responses to institutional pressures, and shareholder dissent.

Shareholder rights, telecommunications and director attendance around the world

Purpose This study aims to document the variation in director attendance rates around the world and investigate the influence of cross-country differences in law and infrastructure on director attendance practices. Design/methodology/approach Director attendance data are hand-collected from company annual reports and are related to differences in shareholder rights, director liability and transportation and telecommunications infrastructure across countries. Findings Using a hand-collected data set of 4,344 directorships from 33 countries, the results indicate that director attendance is significantly lower in emerging markets and is positively related to the extent of shareholder rights and the quality of telecommunications infrastructure. Originality/value For policymakers and shareholders, the findings of this study indicate that there is substantial variation in director attendance practices around the world. Across all markets, director attendance is higher when the telecommunications infrastructure better enables the potential for virtual attendance, thereby allowing directors to participate in meetings when they cannot be physically present. In emerging markets, director attendance is also higher where there is a stronger emphasis on shareholder rights, highlighting an avenue for improved director attendance by strengthening shareholder involvement in major corporate decisions.

Credit Risk Management: Evidence of Corporate Governance in Banks of Pakistan

The paper evaluates the impact of corporate governance on the Loan Loss Provisions (LLPs) of banks. Linear regression model is applied on a strongly balanced panel data obtained from eighteen commercial banks of Pakistan for the years 2011-2016. The study considers several corporate governance mechanisms such as independent directors, board of directors, Chairman-CEO duality, attendance in board meetings etc. and takes LLPs as proxy for credit risk. Our findings suggest that with reference to Pakistani banks, corporate governance does have an influence on loan loss provisioning. The results clearly indicate that larger boards in Pakistani banks provide ineffective governance through increased loan loss provisioning, while independent directors and director attendance at meetings do not seem to matter. On the other hand where one strong family member dominates, the CEO-Chairman duality appears to induce a reduction in the percentage of LLPs and therefore causes decreases in credit risk. This reflects that the separation of these two positions could lead to higher accountability and responsibility, where there is higher transparency with segregation of duties. The paper concludes that effective corporate governance plays an important role in credit risk management in banks and recommends that regulations are needed to further endorse the validity of CEO-Chairman duality in Pakistan.

Director workloads, attendance and firm performance

PurposeThis paper examines whether increased director workloads are benefiting firms or are causing directors to become too busy, resulting in lower director attendance and weaker firm performance.Design/methodology/approachThis paper conducts empirical analysis of the relationships between meeting frequency, director attendance rates and firm performance using archival data from Australia.FindingsAttendance rates for both outside and inside directors decrease as they are required to attend more meetings. The benefits firms obtain from holding additional meetings are significantly eroded by lower director attendance.Originality/valueThis study brings together the literatures on meeting frequency, director busyness and firm performance to show that increased director workloads are only beneficial to firms if directors do not become too busy to fulfill their obligations to shareholders.

‘Name and shame’ – director attendance disclosure and practice

ABSTRACTThree major director characteristics have been associated with board performance – independence, gender/gender diversity mix and multiple directorships. This study investigates the attendance practices of directors as a fourth director characteristic associated with director and board performance. It does so by investigating director attendance of listed companies where there is a full meeting attendance ‘roll-call’ disclosure regime, relative to a ‘brightline’ disclosure of attendance below 75%. Attendance data from Australia and the US are compared over the period 2001–2015. A comparison shows that Australian directors, on average, are 6 times more likely to attend fewer than 75% of their required board and committee meetings. This study provides previously undocumented analysis on the attendance practices of directors. The results have implications for the reporting framework of director attendance and suggest that in line with current regulatory thinking, a brightline approach has several policy advantages over a roll-call approach.

Is poor director attendance contagious?

Recent corporate governance guidelines have focused on the structure of the board of directors, with little recognition of the importance of director attendance at board and committee meetings. Director attendance is vital as prior studies show that director absences result in weaker monitoring of management and lower firm performance. This study examines whether directors learn from the attendance behavior of their board colleagues, thereby magnifying the scope and potential consequences of good or poor attendance practices. We find that director attendance is significantly positively related to their board colleagues attendance, including colleagues in the same firm and colleagues in other firms where the director holds other directorships. For policymakers, these results indicate that ongoing attention needs to be paid to the attendance practices of directors, with intervention required to ensure poor attendance practices do not become contagious.

Measuring Board of Director Performance: An Overview and Future Research Opportunities1

This article provides a brief overview of the literature on board of director performance, highlighting the difficulties in attempting to directly measure the performance of boards of directors and how various studies have tackled this challenge. As an illustration, I show that two current measures of board of director performance, board meeting activity and director attendance, suggest that the boards of Asian firms do not compare favorably to the boards of firms from developed markets. Suggestions for future research on the performance of corporate boards are provided, as well as implications for board of director practices in Asia.

Do CEOs and Directors Get Sick of Attending Meetings?

All directors, not only those with multiple directorships, are potentially too busy to fulfill their directorial duties. Thus, as a general test of director busyness, we examine how changes in workloads (board and committee meeting frequency) affect the attendance practices of CEOs and directors. We find that attendance rates for both outside and inside directors decrease (non-random absences increase) when they are required to attend more board meetings. The marginal effect is that the average outside (inside) director has a 14 percent (12 percent) likelihood of missing an additional board meeting. Further analysis shows that this negative relationship between board meetings and attendance rates is consistent across directorships in a range of firms, including when more meetings are associated with poor performance, M&A activity and CEO turnover. The results for committee meetings are mixed, highlighting that director attendance is not consistent across different types of meetings. In summary, our analysis indicates that the average director is busy and has a limited ability to attend additional board meetings. Thus, any benefits firms obtain from holding additional meetings are being eroded by lower director attendance.

Do Corporate Boards Affect Firm Performance? New Evidence from the Financial Crisis

This study uses the current financial crisis as a quasi-experiment to examine whether and to what extent corporate boards affect the performance of firms. Using cumulative stock returns over the crisis to measure of firm performance, we find that board independence, as traditionally defined, does not significantly affect firm performance. However, when we re-define independent directors as outside directors who are less connected with current CEOs, a measure we call true independence, there is a positive and significant relationship between this measure and firm performance. Second, outside financial experts are important for firm performance. Third, board meeting frequencies, director attendance behaviors, and director age also affect firm performance during the crisis. Overall, our results suggest that firm performance during a crisis is a function of firm-level differences in corporate boards. JEL Classification: G01; G30; G34 Keywords: Financial crisis; Boards of directors; Firm performance; True independence

Do directors perform for pay?

Many corporations reward their outside directors with a modest fee for each board meeting they attend. Using a large panel data set on director attendance behavior in publicly-listed firms for the period 1996–2003, we provide robust evidence that directors are less likely to have attendance problems at board meetings when board meeting fees are higher. This is surprising since meeting fees, on average roughly $1,000, represent an arguably small fraction of the total wealth of a representative director in our sample. Thus, corporate directors appear to perform for even very small financial rewards.

Do Directors Perform for Pay?

Many corporations reward their outside directors with a modest fee for each board meeting they attend. Using a large panel data set on director attendance behavior in publicly-listed firms for the period 1996-2003, we provide robust evidence that directors are less likely to have attendance problems at board meetings when board meeting fees are higher. This is surprising since meeting fees, on average roughly $1,000, represent an arguably small fraction of the total wealth of a representative director in our sample. Thus, corporate directors appear to perform for even very small financial rewards.