Appointment Of Independent Directors Research Articles

Relationship between the composition of the audit committee and earnings quality in Tier One banks in Nairobi City County, Kenya.

This study investigates the relationship between audit committee composition and earnings quality in Tier One banks in Nairobi City County, Kenya. The composition of audit committees, particularly the presence of independent directors, financial experts, and industry experts, is hypothesized to significantly influence the quality of reported earnings. Using a sample of six Tier One banks over the period 2016-2021, this study employs a correlational research design to examine this relationship. Data was collected through questionnaires administered to 90 respondents across operational, middle, and lower management levels, with a response rate of 67%. The study utilized descriptive statistics, correlation analysis, and multiple regression analysis to analyze the data. Key findings indicate a positive and statistically significant relationship between audit committee composition and earnings quality. Specifically, the presence of independent directors (r = 0.38, p < 0.05), financial experts (r = 0.29, p < 0.05), and industry experts (r = 0.26, p < 0.05) on the audit committee were all positively correlated with measures of earnings quality. The regression analysis further confirmed these relationships, controlling for other audit committee characteristics such as size and meeting frequency. These findings suggest that the composition of audit committees plays a crucial role in enhancing the quality of financial reporting in Tier One banks in Kenya. The study recommends that regulatory bodies and bank management prioritize the appointment of independent directors with relevant financial and industry expertise to audit committees. This research contributes to the existing literature on corporate governance in the banking sector and provides practical implications for improving financial reporting quality in emerging markets.

Antecedents of Independent Directors on Joint Venture Boards

The presence of independent directors on corporate boards is often seen as an important means of monitoring to address principal-agent problems and of providing external resources and advice to management. In joint ventures (JVs), however, shareholder-management frictions can be lessened by appointing insiders to management and board positions, whereas access to valuable expertise, resources, and networks are provided by the partners themselves. A natural question, then, is why and when do partners appoint independent directors to JV boards? We argue that the appointment of independent directors to joint venture boards is primarily driven by principal-principal conflict considerations, which are unique in the joint venture context compared with conventional widely held corporations. Consistent with this argument, we find that the likelihood of appointing independent directors increases when JVs face more exchange hazards due to the competitive overlap between partners and the broader functional scope of the JV. However, given that JVs also have alternative governance mechanisms to mitigate shareholder conflicts, we also find that more complex contractual agreements can potentially substitute for independent directors on JV boards. Although relational governance is often highlighted as a key facet of JV governance, we do not find such a substitution effect for this supporting governance mechanism. Overall, our research therefore highlights several interesting domain translation issues when applying existing corporate governance insights to the joint venture setting. Our paper concludes with a call for future research on independent directors serving on JV boards, as JVs represent an organizational form that has been neglected in corporate governance research.

Legal Analysis of Related Party Transactions in the BRICS Countries

Legal literature in the past has often debated whether concentrated corporate ownership (i.e. sizeable corporate conglomerates and corporate enterprises owned by business families or the government of a State) in a relatively close market leads to a high volume of related party transactions between the corporations in the respective market. The emerging economies attract substantial foreign investment due to the rapid growth of their markets and the presence of large publicly listed companies. Concentrated ownership structures in these countries tend to result in the expropriation of resources by controlling shareholders for their personal enrichment. There has been a high corporate failure rate due to related party transactions, despite the adoption of regulatory reforms that promote transparency, accountability, and fairness. Listed companies in the BRICS countries are marked by concentrated ownership structures controlled by either a family or the State. Although there are differences in ownership structures as well as indications of agency problems in the United States and the United Kingdom, the BRICS countries have adopted the same legal strategies to prevent unfair or abusive related party transactions in their respective countries, such as the appointment of independent directors, independent audit committees, CEO duality, and disclosure requirements. This study seeks to conduct cross-country comparative research to assess the ways in which the BRICS countries have regulated related party transactions. Each of the BRICS countries has adopted different monitoring mechanisms to prevent abusive related party transactions, which will be examined in the course of this research.

Breaking the linear mould: exploring the non-linear relationship between board independence and investment efficiency

PurposeThis study examines the non-linear effect of board independence on the investment efficiency of listed firms worldwide. This study further tests whether the COVID-19 pandemic, industry competition and economic development influence the relationship between board independence and investment efficiency.Design/methodology/approachThe data are retrieved from the Thomson Reuters (Refinitiv) database and include international data from 33 countries, comprising 21,363 firm-year observations. The authors' regression analyses include firm-specific variables as controls that may impact investment efficiency. The authors also perform various robustness tests including, alternative measures of investment efficiency, weighted least squares regression, quantile regression and endogeneity issues.FindingsThe results reveal a non-linear relationship between board independence and investment efficiency. Specifically, the relationship follows a U-shaped pattern, indicating that the negative impact of board independence on investment efficiency becomes positive after it reaches its optimal point, thus supporting optimal board structure theory. Interestingly, the authors find no significant evidence of board independence’s effect on investment efficiency during the pandemic. In contrast, the relationship between board independence and investment efficiency is significant only during the non-pandemic period. Furthermore, the authors discover evidence of a U-shaped relationship in both emerging and developed markets, as well as in industries with high and low competition.Research limitations/implicationsThe authors' study discovers new evidence on the non-linear impact of board independence on investment efficiency, which has not been explored previously in existing research.Practical implicationsThis study has practical implications for investors by emphasising the importance of corporate governance and the appointment of independent directors. Investors should consider the findings of this study when making decisions related to corporate governance, as they can impact a firm's investment efficiency.Originality/valueDespite a considerable body of literature exploring the link between corporate governance and investment effectiveness, there is a dearth of research on the non-linear effects of board independence. Furthermore, the effects of the COVID-19 pandemic, industry competition and economic development remain unexplored.

Appointment of Independent Directors in India: A Critique

The mode of appointment of independent directors has gained traction in recent years and has recently been in the limelight since the Securities Exchange Board of India (SEBI), (the regulatory body for listed securities in India) proposed reforms for the process of appointment/removal of independent directors. This article has explored the accountability cast on independent directors and safeguards provided to them within the ambit of the Companies Act, 2013, along with the concerns and recourses available to minority shareholders from proceeding against the independent directors. The article has attempted to resolve the fallacies in the current modus of appointment of independent directors and has examined alternate modes of appointment, including the feasibility of adopting the dual voting structure followed in the United Kingdom which was proposed in the SEBI reforms. Independent directors, appointment, dual voting structure, the United Kingdom, Securities Exchange Board of India Consultation Paper, Companies Act, 2013, cumulative voting and minority shareholders.

Board characteristics, audit committee attributes and firm performance: empirical evidence from emerging economy

PurposeThis study is designed and directed to analyze the effect of board characteristics and audit committee attributes on the firm performance of publicly listed commercial banks of Bangladesh.Design/methodology/approachThirty publicly listed commercial banks of Dhaka Stock Exchange (DSE) have been taken as sample for this study. Data have been collected from annual reports between 2011 and 2017 of the assessed banks. Pooled OLS model has been used for running regression model of this study.FindingsBoard independence has a negative and significant relationship with ROA and Tobin's Q. However, Board Independence has a positive and significant relationship with Stock Return. On the other hand, Board Diversity has a negative and significant relationship with ROA and ROE, which implies inefficiency of diversified board members in the context of Bangladesh. Family duality has a positive and significant relationship with ROA and a negative and significant relationship with Stock return. Board Meeting has a positive and significant relationship with ROA. Audit Committee Size has a negative and significant relationship with Tobins' Q. Independence of audit committee chairman has a negative and significant relationship with Tobin's Q and Stock Returns. Presence of non-executive directors and number of audit meetings have no significant relationship with any of the predicted variables.Research limitations/implicationsAmong all variables of the board characteristics, role of independent directors and participation of female directors have conflicting results in this study. This has raised a question about the fair appointment independent directors and their objective view on the board. Female directors' role is not convincing in the context of Bangladesh as most of the commercial banks are family-owned. Policymakers can tighten and supervise the appointment of independent directors to ensure good governance in the banking sector. Moreover, role of audit committee and independence of audit committee chairman have generated conflicting results in terms of market-based performance measure.Originality/valueBanking sector of Bangladesh experiences huge corruption in the form of excessive NPLs and poor management quality which results in low profit for the firm. This study has explored the problems of management quality and flaws of audit committee which is hampering overall growth of banking industry. Improvement of independent directors' appointment and audit committee formation and reporting will certainly help banking industry of Bangladesh to improve overall performance.

Strategic Response to Corporate Governance Reform of Family Business Groups

Based on the scheme of principal–principal conflicts, we investigate family business groups’ strategic response to a board regulation requiring appointment of independent directors and the effects of proactive compliance with this regulation on performance. Empirical results from Taiwan show that family-controlled business groups are less likely to adopt proactive compliance. Controlling shareholders’ excess control has a negative effect on a firm’s adoption of proactive compliance; foreign ownership has a positive effect. The family business group affiliation weakens the positive effect of foreign ownership on the adoption of proactive compliance. We also found that improved firm performance is directly and positively affected by the proactive response. Thus, this study concludes that the responsiveness of firms to institutional pressures depends on which control mechanisms they are situated in and the power relations within the key stakeholders.

Do Independent Directors Matter? Evidence from Regulatory Change in an Emerging Market

ABSTRACT This research examines the operating performance of firms listed on the Taiwan stock exchange following the initial appointment of independent directors due to regulatory change. Although the firms appointing independent directors do not outperform the matched firms for all the sample firms, the results show that the appointment of independent directors does have a positive influence on the operating performance of firms in greater need of objective monitoring. Firms with lower growth opportunities, with a CEO concurrently serving as board chairman, with higher insider shareholdings, or with lower foreign institutional shareholdings tend to perform significantly better than their matched firms over the three-year period following the initial appointment of independent directors.

Voluntary appointment of independent directors: evidence from Taiwan

PurposeUsing a data set of Taiwanese listed firms from 2002 to 2015, this paper aims to examine the determinants to voluntarily appoint independent directors.Design/methodology/approachThis study uses panel estimation to exploit both the cross-section and time-series nature of the data. Further, this paper uses Tobit regression, generalized linear model (GLM) in the additional analysis and the two-stage least squares to mitigate for a possible endogeneity issue.FindingsThe main findings show that Taiwanese firms with large board sizes tend to voluntarily appoint independent directors and firms that already have independent supervisors more willingly to accept additional independent directors onto the board. Furthermore, ownership concentration and institutional ownership are positively associated with the voluntary appointment of independent directors. On the contrary, firms controlled by family members are generally reluctant to voluntarily appoint independent directors.Research limitations/implicationsThe findings are important for managers, shareholders, creditors and policymakers. In particular, when considering the determinants of the voluntary appointment of independent directors, the results indicate that independent supervisors, outside shareholders and institutional investors are significant factors in influencing effective internal and external corporate governance mechanisms. This research work focuses on the voluntary appointment of independent directors. It would be interesting to compare the effectiveness of voluntary appointments with a mandatory appointment within Taiwan and with other jurisdictions.Originality/valueThis study incrementally contributes to the corporate governance literature in several ways. First, this study extends the earlier research by using a more comprehensive data set of non-financial Taiwanese firms and using alternative methodologies to investigate the determinants of voluntary appointment of independent directors. Second, prior studies tend to neglect the possible issue of using a censored and fractional dependent variable, the proportion of independent directors, which might yield biased and inconsistent parameter estimates when using ordinary least squares regression estimation. Finally, this study addresses the relevant econometric issues by using the Tobit, GLM and the two-stage least squares for a possible endogeneity concern.

Foreign ownership, appointment of independent directors, and firm value: Evidence from Japanese firms

We investigate the effects of foreign ownership on a key monitoring mechanism, the appointment of independent directors. We use a sample of Japanese firms after the Tokyo Stock Exchange passed rules requiring appointment of at least one independent director or an independent statutory auditor. We find that foreign ownership is significantly positively associated with the appointment of independent directors and firm value, respectively. We also find, using path analysis, that foreign ownership affects firm value via the appointment of independent directors. In robustness tests, we also examine whether foreign ownership affects a monitoring outcome (earnings management). We find that foreign ownership is significantly negatively related to benchmark beating using both accrual and real earnings management. Overall, our evidence suggests that despite their smaller shareholdings, foreign investors enhance firm value by improving the monitoring of managers.

The transparency of remuneration policy in financial holding companies based on the example of the UniCredit Group

This study seeks to examine the level of transparency of remuneration policy in financial holding companies (FHCs) using the example of the UniCredit Group, as well as to identify the factors that affect its level. It will also indicate to what extent international recommendations on remuneration policy transparency have been implemented into national legal regulations and codes of best practice. Using data collected on the basis of annual reports of financial institutions that belong to the UniCredit Group from 2005 to 2018, I found that the UniCredit Group’s remuneration policy has a low level of transparency. Although the dominant bank discloses all information required by international recommendations and regulations, the subsidiary banks’ disclosures are kept to a minimum. The study also showed that the level of transparency (measured by the remuneration policy transparency index) is influenced by all the governance characteristics examined (the size of the bank’s board, the appointment of independent directors in the bank’s board, the frequency of meetings of the remuneration committee, and the direct involvement of the shareholder) and firm characteristics (the size of the bank and the financial performance measured by ROE). The study also showed that not all countries have decided to implement international recommendations on remuneration policy into their legal regulations and codes of best practice (this is especially true for countries outside the European Union).

Foreign Ownership, Appointment of Independent Directors, and Firm Value: Evidence from Japanese Firms

We investigate the effects of foreign ownership on a key monitoring mechanism, the appointment of independent directors, for a sample of Japanese firms after the Tokyo Stock Exchange passed rules requiring appointment of at least one independent director or an independent statutory auditor. We find that foreign ownership is significantly positively associated with the appointment of independent directors and firm value respectively. We also find, using path analysis, that foreign ownership affects firm value via the appointment of independent directors. In robustness tests, we also examine whether foreign ownership affects a monitoring outcome (earnings management). We find that foreign ownership is significantly negatively related to benchmark beating using both accrual and real earnings management. Overall, our evidence suggests that despite their smaller shareholdings, foreign investors enhance firm value through improving monitoring of managers.

Corporate Governance Mechanisms and Firm Performance in Saudi Arabia

This paper examines the impact of corporate governance mechanisms including board size, independence, and meeting frequency, audit committee size and meeting frequency, CEO duality and ownership concentration on the operational, financial and market performance of Saudi listed firms using a contingent theoretical-based framework drawing on agency theory, stewardship theory and resource dependence theory. This study examines 210 listed Saudi Stock Exchange firms over the timeframe 2017 to 2019. The paper applies both a manual content and regression analysis approach. The results show that firm performance deteriorates with board size and independence, audit committee and meeting frequency, and the presence of CEO role duality, while performance improves with board meeting frequency and ownership concentration. Thus, Saudi firms should respond by maintaining smaller boards and more frequent meetings, keeping the Chair and CEO roles separate, and maintaining smaller audit committees with more focused meetings. Further, the appointment of independent directors only makes a meaningful contribution to firm performance where they are truly independent. Finally, more concentrated ownership tends to encourage better firm performance due to the regime of monitoring and discipline concomitant with more powerful shareholders. The implications of this paper are threefold. First, the implementation by Saudi Arabia of the latest corporate governance regulations and IFRS adoption almost certainly impact firm performance markedly. Second, corporate governance regulations should recognize the role of more frequent board meetings and more concentrated ownership in enhancing corporate performance. Third, stakeholders should apply pressure on investee firms to maintain smaller boards, engage genuinely independent directors, separate the role of Chairman and CEO, and maintain smaller audit committees with fewer and more effective meetings. The results should help corporate boards when deciding on the best corporate governance mechanisms to enhance firm performance. Further, the study should provide policy makers with a better understanding of the corporate governance structures required to promote better performance by drawing on existing theories and the empirical modelling, in an emerging economy setting such as Saudi Arabia, a new and broader data set, thereby informing better future policy and protecting shareholders’ interests.

Why the Italian Banking System that ‘Cruised Over’ the Global Financial Crisis, Found Itself Roiled by the Sovereign Debt Crisis: Reviewing and Highlighting the Key Issues

Why the Italian Banking System that ‘Cruised Over’ the Global Financial Crisis, Found Itself Roiled by the Sovereign Debt Crisis: Reviewing and Highlighting the Key Issues

Do Gender Quotas Change Attitudes Towards Female Directors?

We study the long-term effect of gender quotas in India, the largest emerging market to mandate female directors on corporate boards. After the reform, female independent director appointments increase from less than 10% to over 30%. The marginal female director is of similar quality, as measured by education, specialization, and stock price reactions, as the marginal male director. Further, we find that the gender gap in director remuneration decreases from 18% to 3%. Overall, our results suggest that gender quotas can deepen and diversify talent pools in emerging markets where lower corporate governance standards often impede board composition and director quality.

The Effects of the Appointment of Independent Directors Professionally Affiliated with Their Predecessors: Evidence from China

The function of independent directors has been extensively documented, but the general question of how they are appointed remains insufficiently explored. We find that the likelihood of the appointment of candidates is higher when those candidates are professionally affiliated with departing independent directors, and this is more pronounced when there are personal ties between predecessors and insiders, an entirely compliant record of voting on the part of candidates or predecessors, and particularly in firms with higher-concentrated ownership and that are located in areas with a weak market environment. Moreover, the appointment of independent directors affiliated with their predecessors results in fewer dissenting votes, more related-party transactions, and a higher incidence and greater severity of violations. Our research shows that predecessor–candidate affiliation helps construct a reciprocity norm between successors and insiders, leading to weak board independence.

A CONCEPTUAL ANALYSIS OF CORPORATE GOVERNANCE AND ITS ENFORCEMENT

Reducing agency costs is the principal problem of corporate governance. Although the scope and stringency of the laws and rules on eliminating agency costs are expanding, there is stillneed for the understanding of the supervision and enforcement of these rules. Enforcement can take the forms of public and/or private. With dispersed and concentrated ownership patterns, the relevance of public and private enforcement mechanism may differ; due to the appearance of agency problems unlikely. The purpose of this paper is to provide a conceptual analysis on corporate governance strategies involving the exercise of control rights, the appointment of independent directors, auditing, and disclosure. This paper will also include a guideline on the enforcement mechanism in Turkey and the ways in which they are used to control the agency problems; between owners and managers, controlling shareholders and non-controlling shareholders or creditors.

Rethinking agency theory in developing countries: A case study of Pakistan

We investigate if agency theory effectively explains agency conflict in the context of a developing country namely, Pakistan. Utilising data from 26 semi-structured interviews, we found that in Pakistan, there is no variation in risk preferences of principals (minority shareholders) and agents (majority shareholders). We also found that remuneration packages and board independence are not effective tools for governing owner managers in Pakistan. Thus, policy makers must shift their focus from soft internal governance mechanisms of appropriate remuneration and board independence. We propose for a rigorous external audit function, and appointment of independent directors and external audit firms by regulator.

Corporate Governance System and Regional Heterogeneity: Evidence from East and West Russia

Using a unique firm-level dataset obtained from a large-scale questionnaire survey conducted in late 2015, we examined the generality and heterogeneity of corporate governance systems between the eastern and western regions of Russia. The survey results strongly suggest that the governance system in the surveyed firms is generally characterized by: the dominance of closed corporate forms, the polarization trend in boards of directors and audit committees in terms of their independence from senior management, the reluctance to employ independent directors or expert auditors, and the strong preference for local auditors and indigenous audit firms as external auditors. At the same time, however, we also found that the probability of establishment of the governance bodies, appointment of independent directors and expert auditors, and execution of external audit in the eastern companies is significantly lower than that in the western counterparts. This finding is robust, even after a series of firm-level attributes are simultaneously controlled for.

Strategic Response to Corporate Governance Reform of Family Business Groups

Based on the scheme of principal–principal conflicts, we investigate both how family business group-affiliates and foreign investors respond to a board regulation requiring appointment of independent directors and the consequence of corporate proactive compliance on performance. It shows empirically that the more foreign investment leads to a proactive strategy whereas family controlled business group-affiliated (FBG-affiliated) decrease the probability. This positive effect of foreign investment is more prominent in FBG-affiliates, suggesting foreigners’ sensitivity to the principal–principal issue. We also found improved profitability is directly and positively impacted by the adopted proactive response, which shed lights on existing controversies on the issue. Our results provide relevant theoretical and practical implications.