Board Independence Increase Research Articles

The Relationship between Changes in Corporate Governance Characteristics and Intellectual Capital

The primary goal of this study was to investigate the effects of changes in corporate governance elements on a company’s valuable resources (such as intellectual capital and its components). Previous studies have examined the impacts of some corporate governance characteristics on intellectual capital performance as a whole and they have produced inconclusive and different results. This paper examines the effects of some corporate governance characteristics (i.e., the change in CEO, the evolution of auditor, the change in board independence, and the change in institutional ownership) on intellectual capital and its components (i.e., capital employed, human capital, and structural capital). This research is based on a quantitative study and the selected sample contains 1170 observations from 220 companies listed on the Middle East Stock Exchange from 2011 to 2018. The research findings show a positive and significant relationship between an increase in institutional ownership and intellectual capital and its two components (human capital and structural capital). The results support the relationship between a change in auditor and intellectual capital and human capital efficiency. Further, a positive and significant association was found between an increase in board independence and human capital. However, no relationship was found between a change of CEO and intellectual capital or any of its components. This study extends the research field of corporate governance by studying the effects of changes in corporate governance characteristics on intellectual capital for the first time. Given the significant role of intellectual capital in the performance of firms, this study provides essential information to organisations’ decision makers.

Impact of Board Characteristics, Firm Level Factors and Political Connections on Cost of Capital: Evidence from Pakistan

The purpose of the study is to analyze the impact of board characteristics, firm level factors and political connections on cost of capital. The sample of study comprises of 175 non-financial companies listed on Pakistan Stock Exchange from 2008 to 2021. Fixed effect model is used for analysis of data. The findings revealed that Increasing board independence and leverage has a negative influence on the cost of capital. Whereas, Board size, Audit committee size impact the cost of capital positively. The study resolute that the cost of capital is not influenced by political connections, firm size, or institutional ownership. The research identified that there was a decline in the cost of capital, along with an increase in board independence and leverage. In addition, the cost of capital is unaffected by political connections, the size of firms and institutional shareholdings. In contrast, the cost of capital grew due to an increase in the size of the Board and the Audit Committee. The study suggests that In Pakistan non-financial firm’s maximum family own business and very low focus on management and foreign owners. Alternative prospective of managerial and foreign ownership firms should minimized the agency problems as family ownership. And for the best improvement of corporate governance board of directors should bring a transparency, accountability and fairness financial reporting.

The effect of firm-specific litigation risk on independent director conservatism

PurposeThe purpose of this study is to examine whether firm-specific litigation risk affects independent director conservatism in the oversight of financial reporting.Design/methodology/approachThis study considers the enactment of Sarbanes–Oxley Act and the main US stock exchanges' corresponding corporate governance regulations in 2002–2003 as an exogenous shock event to increase board independence. OLS regressions with fixed effects are conducted to test the hypothesis.FindingsChanges in discretionary accruals from the pre-event year (2001) to the post-event year (2004) are more negatively associated with an exogenous increase in board independence for firms with high litigation risk than for firms with low litigation risk.Originality/valueThe results suggest that independent directors are more conservative in overseeing financial reporting when they face higher litigation risk, consistent with the notion that they are still concerned about liability risk although they seldom have to pay damages or legal fees out of their own pockets.

DOES CORPORATE GOVERNANCE MATTER FOR ASSET QUALITY OF ISLAMIC BANKS?

This study investigates the impact of corporate governance on asset quality of Islamic banks by employing data on 129 Islamic banks from 29 countries spanning the period from 2008 to 2017. The study shows that asset quality of Islamic banks is positively and significantly sensitive to an increase in board independence, Shariah board, and audit committee effectiveness. The study finds that female participation in management as CEOs seems to detract from good performance and that more board meetings can be harnessed to improve banks’ asset quality. These empirical findings have practical policy implications regarding asset quality management and board construction within the Islamic banking sector.

Corporate Governance Mechanisms and Voluntary Disclosure

Corporate disclosure and corporate governance are two inseparable instruments of investor protection. This research sought to find evidence on how corporate governance mechanisms affect the extent of voluntary disclosures. Voluntary disclosures were measured using content analysis on published annual reports. The sample of this research consisted of 81 firm-year observations from 27 firms of consumer goods sector listed on Indonesian Stock Exchange from 2016 to 2018. Using multiple regression method, the result has shown that board size and board independence increase voluntary disclosures, indicating that the commissioners have effectively represented the interests of shareholders by monitoring and encouraging the management to increase disclosure. This research provided new evidence that family ownership increases voluntary disclosure, suggesting that family firms are more concerned by the costs of non-disclosure. Meanwhile, institutional ownership does not significantly affect voluntary disclosure.

Does Board Independence Increase Firm Value? Evidence from Closed-End Funds

AbstractResearchers disagree about the impact of board independence on firm value. The disagreement generally stems from the endogenous nature of board appointments. I add new evidence to this discussion by using a sample of closed-end funds to document the value-enhancing effects of independent boards. Using cross-sectional, difference-in-differences, and instrumental variables techniques, I address these endogeneity concerns and find consistent evidence that board independence is associated with higher firm value.

Do independent directors restrain controlling shareholders’ tunneling? Evidence from a natural experiment in China

In response to corporate scandals in the early 2000s, the China Securities Regulatory Commission introduced a new reform requiring an increase in board independence. We find a significant decrease in tunneling by controlling shareholders for firms that are affected by this regulation, compared with firms that are exempt from it. The new added independent directors have an exclusively monitoring effect on controlling shareholders’ tunneling behaviors in state-owned enterprises. Furthermore, the decrease in tunneling behaviors is particularly pronounced in the subset of affected firms with less concentrated equity ownership, worse audit quality, and lower information processing costs. Our results suggest that controlling shareholders reduce the expropriation of minority shareholders under the monitoring of independent directors.

Does the impact of board independence on large bank risks change after the global financial crisis?

The view that the independent directors of large banks should contribute to safeguarding the interests of bank creditors and taxpayers, by exercising a stringent risk oversight of bank executives, has gained ground in the aftermath of the 2007–2009 crisis. Using a cross-country sample of large banks for the period 2004–2014, we show that post 2009 an increase in board independence leads to more prudent bank risk-taking compared to the rest of the sample period. This effect materializes via independent boards favoring increases in bank capitalization and decreases in bank portfolio risk after the global crisis. Additional analyses demonstrate, however, that these results do not hold for all large banks in our sample but are confined to the group of banks benefiting from a government bailout during the crisis. In most large international banks board independence does not contribute to safeguarding the interests of bank creditors and taxpayers by constraining bank risk-taking.

EFFECT OF CORPORATE GOVERNANCE ON BORROWING COST OFQUOTED BREWERY FIRMS IN NIGERIA (2010-2015)

The main objective of this study is to ascertain the determinants of audit quality inNigeria. The specific objectives are toascertain the effect or otherwise of Board size, ownership concentration and Board independence on borrowing cost ofbrewery firms listed on the floor of Nigeria Stock Exchange from 20102015. Ex-post fact research design was used forthis study. Secondary data were sourced from the publications of Nigeria stock exchange. Inferential statistics of thehypotheses were carried out with the aid of E-view 9.0 statistical software using co-efficient of correlation and ordinaryleast square (OLS) regression. In a bid to determining the validity of the data used Granger causality test was used.Findings of this study shows that Board size, ownership concentration and Board independence have a positive andstatistically significant effect on borrowing cost at 5% significance level. It is recommended among others that thereshould be an increase in board independence since it significantly decreases a firm’s cost of capital and increases firm’svaluation

Do Independent Directors Monitor Financial Reporting? Evidence from Accounting Misstatements Following Stock Exchange Listing Requirements

A wave of accounting failures at the beginning of the century motivated the national stock exchanges to require firms to maintain a majority independent board of directors. Approximately 24% of firms were not already in compliance with the new listing requirements and so were forced to change. We investigate the causal effect of this forced increase in board independence (outside directors) on the probability of an accounting misstatement. Existing empirical studies find a negative relation between board independence and the probability of a misstatement (Beasley 1996, Dechow et al. 1996), but recent theory suggests that independent directors might be less effective monitors (Adams and Ferreira 2007, Harris and Raviv 2008). Using an instrumental variables design, we find that the forced increase in board independence increased the probability of misstatements. The findings suggest that the listing requirements had the opposite of their intended effect.

Board independence and the quality of board monitoring: evidence from China

Purpose – In 2001, the China Securities Regulatory Commission required that at least one-third of the members of corporate boards of directors come from outside the organization. The purpose of this paper is to investigate the impact of this change of regulation on corporate governance in China. In particular, the authors examine whether the increase in the proportion of outsider directors can increase the monitoring quality of the board. Design/methodology/approach – The basic empirical methodology is a logit regression in which the dependent variable is a binary variable that represents one of the three “negative events” identified as the indicators of poor monitoring quality. The independent variables are firm-level control variables. Findings – Using Chinese stock data from 1999 to 2005, the authors find that the resulting increase in board independence has reduced the occurrence of connected transactions and violations such as financial statement fraud, illegal insider trading, and asset misappropriation. However, this positive effect of board independence is not uniform across firms. The authors show that a higher degree of fundamental uncertainty in a firm impedes the effectiveness of board independence. The authors also document that the level of board independence is positively associated with firm performance, as measured either in stock market return or accounting return. Originality/value – In this paper, the authors aim to investigate the effectiveness of outsider directors in a more direct way than has previous research. The authors measure the improvement in the quality of board monitoring by the reduction of the likelihood of those corporate events that could reduce firms’ value. In particular, the authors examine the relationship between the board independence and the occurrence of “negative” corporate events in China. To the best of the knowledge, this is the first study that explores the link between board independence and the probabilities of these events.

Independent Directors and Corporate Litigation

In this paper, we examine the effects of board structure on a wide variety of corporate litigation. We use a unique hand-collected dataset of corporate law suits and the 2002 NYSE/NASDAQ exchange listing requirements, as an exogenous shock to board independence, to empirically examine the monitoring effectiveness of board independence using a difference-in-difference framework. We find that an increase in board independence is associated with a significant reduction in multiple types of corporate litigation, beyond shareholder class action lawsuits. While this evidence is consistent with stronger monitoring by independent directors we also find evidence that greater board independence can inhibit a board’s ability to monitor internal actions. Specifically, we find evidence that mandatory increases in board independence, which reduces a board’s knowledge of firm-specific information, can make a firm more susceptible to product liability, employment and labor litigation. The evidence is consistent with the greater monitoring role independent directors provide, but also their limitations when it comes to monitoring in firms where firm-specific information is more important.

The Structural Elaboration of Board Independence: Executive Power, Institutional Logics, and the Adoption of CEO-Only Board Structures in U.S. Corporate Governance

This study builds on structural elaboration theory by developing a model to explain the adoption of board structures that appear to conform to the prevailing institutional logic, but which in fact contradict it. We test our theory with the case of CEO-only board structures, a formal increase in board independence that prior research has shown to lead to greater CEO entrenchment rather than increased shareholder value. Using an event history analysis of the Fortune 250 over a 27-year period, we examine three mechanisms that drive its adoption: executive interests, executive power, and elaboration opportunities. We show that the CEO-only structure is more likely to occur in firms in which a higher proportion of insiders predate the CEO, and in which the CEO has greater formal power and agenda control. We also find that powerful CEOs are more likely to realize the structural change following institutional opportunities, such as the passage of Sarbanes-Oxley (SOX), and organizational contingencies, such as positive changes in firm performance. By exploring the mechanisms leading to the proliferation of the CEO-only structure, our study contributes to sociopolitical perspectives on corporate governance, as well as to theories of institutional logics and structural elaboration.

The Structural Elaboration of Board Independence: Executive Power, Institutional Logics, and the Adoption of CEO-Only Board Structures in U.S. Corporate Governance

This study builds on structural elaboration theory by developing a model to explain the adoption of board structures that appear to conform to the prevailing institutional logic, but that in fact contradict it. We test our theory with the case of CEO-only board structures, a formal increase in board independence that prior research has shown to lead to greater CEO entrenchment rather than increased shareholder value. Using an event history analysis of the Fortune 250 over a 27-year period, we examine three mechanisms that drive its adoption: executive interests, executive power and elaboration opportunities. We show that the CEO-only structure is more likely to occur in firms where the CEO is more powerful and where a higher proportion of insiders predate the CEO. We also find that powerful CEOs are more likely to realize the structural change following institutional opportunities like the passage of Sarbanes Oxley and organizational contingencies like positive changes in firm performance. By exploring the mechanisms leading to the proliferation of the CEO-only structure, our study contributes to socio-political perspectives on corporate governance as well as to theories of institutional logics and structural elaboration.

Determinants of board structure: Evidence from Australia

Linck et al. (2008) investigate the determinants of board structure in the US, an environment that features high litigation risk and low ownership concentration. In contrast, using a hand-collected data set that includes information from more than 1000 firms, this paper investigates the determinants of board structure in Australia, an environment that features low litigation risk and high ownership concentration. Multivariate analyses suggest that whereas board size and board independence increase with firm size, CEO duality decreases with firm size. Additional tests suggest that high ownership concentration increases board size, decreases board independence and increases CEO duality. These results imply that if high litigation risk against directors (as in the US) plays a monitoring role in corporate governance, ownership concentration appears to offer an alternative governance mechanism in countries such as Australia, which feature low litigation risk.

Board Structure and Survival of New Economy IPO Firms

ABSTRACTManuscript Type: EmpiricalResearch Question/Issue: This study examines the relevance of currently accepted best practice recommendations regarding board structure on the survival likelihood of new economy initial public offering companies. We argue that industry context determines governance outcomes.Research Findings/Insights: We study 125 Australian new economy firms listed between 1994 and 2002. Each firm is tracked until the end of 2007 for monitoring their survival. We find that board independence is associated with an increase in the likelihood of corporate survival. We also find that the benefits of board independence increase at a decreasing rate.Theoretical/Academic Implications: The standard best practice recommendation of board independence stems from the monitoring role of directors and is based on agency theory. The results from our study suggest that the recommendation regarding board independence does not work well for new economy firms. While the agency theory based model implies a monotonic relation between board independence and performance, our research suggests that the relationship is nonlinear. This variation occurs because of increased monitoring costs faced by outsiders due to higher information asymmetry and complexity of new economy firms. Our empirical results suggest that inside directors play a complementary role to outsiders in mitigating firm failure.Practitioner/Policy Implications: Our research offers insights to policy makers who are interested in setting best practice standards regarding board structure. Our research suggests that firm/industry characteristics play a crucial role in determining the optimal board structure. In firms/industries where outsiders face significantly higher information processing costs, insiders can play a valuable complementary role to outsiders in enhancing the effectiveness of the board. Thus future hard or soft regulations related to board structure should consider industry context.

English

Using panel data on banks publicly listed in Taiwan over 1997 to 2008, this paper examines the determinants of board size and composition in an environment where most banks have concentrated ownership and investor protection is weak. The result shows that board size and composition reflect the bank-specific and ownership characteristics. First, bank size and bank age are the key determinants of banks’ board size. Besides, board independence increase with the controlling shareholders’ ownership, but decrease with the ownership of outside directors. However, board size and structure are both not sensitive to the benefits and costs of monitoring and advising. Thus, contrary to the finding of US unregulated firms with disperse ownership, our results are not supportive of the view that banks structure boards in an efficient response to their operating environment.   Key words: Board size, board composition, ownership.

Is Board Structure One-Size-Fits-All? The Unintended Informational Consequence of the Sarbanes-Oxley Act

In this paper we examine how board structure affects the informativeness of board members by comparing the returns earned by officers and independent directors from purchasing the firm’s shares. We investigate whether an exogenous shock to the board structure—the 2002 Sarbanes-Oxley Act and related exchange mandates (the SOX)—leads to a shift in information asymmetry between officers and independent directors. We document a rise in information asymmetry among firms whose boards were previously dominated by insiders, and whose board independence was more likely to be affected by the SOX: An increase in board independence is followed by a significantly larger difference in buy-and-hold returns between officers and existing independent directors. Outsiders joining the board post SOX earn even lower returns than existing independent directors. The increase in information asymmetry for these firms prevails over to independent directors serving a crucial role of board function such as the audit committee.

Board changes following mergers

This study documents an overall increase in board independence and size following completed mergers. The increase in board size is positively related to the size of the target firm, suggesting either that large targets have bargaining power to negotiate inclusion of their directors on the board of the merged firm, or that high target director representation is perceived to be vital in mergers of equals. The change in board independence is positively related to post-merger cash flow difficulty, suggesting that independent directors are more likely to be added if the firm faces financial constraints.