Non-executive Directors Research Articles

Participation of an independent member of the supervisory board (board of directors) in corporate governance: comparative legal research

The article analyzes the institution of an independent member (independent non-executive director) of the supervisory board (board of directors) of a joint-stock company in the USA, Great Britain and China. It is concluded that UK corporate law does not contain clear criteria for differentiating non­executive from executive directors. Therefore, independent non-executive directors have the same duties and are legally liable as executive board members. They are subject to the duties of directors contained in the Companies Act. British law emphasizes the non-executive director’s independence from the company and its management, rather than the non-executive director’s dependence on the shareholders. The article systematizes a set of legal acts that are the sources of legal regulation of the US independent directors, namely: 1) listing standards of stock exchanges (New York Stock Exchange and Nasdaq); 2) regulatory acts of the Securities and Exchange Commission; 3) laws of the state where stock corporation is registered. Attention is paid to legal regulation in China. The author notes that the existing system of regulating the legal status of an independent director actually does not fulfill the functions assigned to an independent director. Chinese corporate governance system should be aimed at limiting the power of management and better protecting the interests of minority shareholders. However, its role is not adequately fulfilled because Chinese listed companies are usually controlled by a single majority shareholder. The author concludes that two types of independent directors have spread in world practice: the American one, in accordance with which the position of an independent director is established in a mandatory manner in corporate law; English, according to which the norms regarding the independent director are of a recommendatory nature, taking into account the principle «comply or explain». It is concluded that there are no single criteria for the concept of independence in the law of the studied countries, as well as a list of requirements for independent executive directors. Thus, the independence of an independent director remains a subjective category, and the evaluation criteria are formed based on the socio-economic conditions of the country.

Rethinking incentives: A natural experiment on the impact of eliminating share option compensation for non-executive directors (NEDs) on CEO monitoring

Rethinking incentives: A natural experiment on the impact of eliminating share option compensation for non-executive directors (NEDs) on CEO monitoring

Role of non-executive directors in corporate governance

In the article there is an analysis of the non-executive director’s legal status and functions, including independent one, within the one-tier corporate governance structure in Ukraine. The study aims to examine the powers of non-executive directors, the scope of their functions, and the criteria for independence, to provide a clear understanding of their role in corporate governance in Ukraine. Author establishes that a director in a one-tier corporate governance structure is an individual elected by the general meeting of shareholders to the board of directors and assumes the official from the moment of election, regardless of the title. The article defines non-executive directors as members of the board of directors who perform control and risk management functions regarding the corporation’s activities and those of the executive directors. The fulfilment of these functions by non-executive directors contributes to balanced corporate governance. Author explores that the independence of a non-executive director involves the absence of any relationship with the corporation and compliance with other independence criteria determined by legislation, the corporation’s charter, and/or board regulations. Author also concludes that a shareholder can be elected to the position of a non-executive director, if this does not contradict the corporation’s charter, and/or board regulations. Author examines the conditions and criteria under which a shareholder elected as a non-executive director can be considered independent. The study demonstrates that the text of Law № 2465-IX contains an error technicus, which complicates the ability of shareholders within a one-tier structure to correctly apply the legal norms regarding independence criteria. Finally, risk management is identified as a key function of non-executive directors, which includes several stages: risk identification, analysis, evaluation, the implementation of risk mitigation measures, and monitoring the effectiveness of these measures. This ensures compliance with legislation and the protection of shareholders’ rights, including minority shareholders, and other stakeholders of the corporation. The article significantly contributes to a better scientific understanding of the role and functions of non-executive directors.

The Effects of Independent Non-Executive Directors (INED) on Company Performance – A Comparison of Family and Non- Family-Controlled Business

The Effects of Independent Non-Executive Directors (INED) on Company Performance – A Comparison of Family and Non- Family-Controlled Business

Board governance and ESG performance in Tokyo stock exchange-listed automobile companies: An empirical analysis

The study investigated the impact of board characteristics on the ESG (Environmental, Social, and Governance) performance of automobile companies listed on the Tokyo Stock Exchange. It aimed to discern how corporate governance affects these firms, focusing on both medium and larger-sized companies. The central research question was: How do board characteristics impact the ESG performance of automobile companies? Data from Thomson Reuters Eikon for 32 automobile companies, spanning 2005 to 2021, were analyzed, with the companies categorized into medium (15) and larger-sized (17) classifications. The study employed random and fixed effect models and utilized Hausman specification tests to validate the consistency and efficiency of the fixed effect model against the random effect model. To address endogeneity, a two-step robust GMM methodology was applied. Results revealed intriguing findings: board gender diversity and meetings had a negative and insignificant impact on ESG performance, while non-executive directors had a detrimental and significant effect. Conversely, board size, educational background, CEO dual roles, and independent board members positively and significantly influenced ESG performance in these automobile companies. Given the significant impact identified, it is recommended to reconsider the composition of non-executive directors. A more balanced approach could mitigate the observed detrimental effect on ESG performance.

The Role of Corporate Governance in Banking Performance: Highlighted During the Covid Pandemic (Evidence in Indonesian Bank)

The study aims to analyze the impact of board size, number of non-executive Directors on Board, and Size of the Audit Committee on Return on Assets (ROA) and Tobin’s Q on banks listed on the Indonesian Stock Exchange between 2019 and 2022. The research method used is descriptive statistical analysis and regression test on a sample of 11 banking companies in Indonesia. The data used included relevant variables such as board size, non-executive director composition, audit committee size, ROA, and Tobin’s Q. The results of the analysis show that board size has a significant influence on ROA. However, board size had no significant influence on Tobin’s Q. Furthermore, the number of non-executive directors on board also proved to have a significant influence on ROA. However, the number of non-executive directors on board did not have a significant influence on Tobin’s Q. In addition, the size of the udit Committee also proved to have a significant influence on ROA and Tobin’s Q. The larger size of the Audit Committee provides more effective supervision, better risk management, and transparency in financial reporting, which has a positive impact on the company’s financial performance and market assessment. These findings have important implications that other factors, such as business strategies, risk management policies, or broader external factors, may also influence the company’s performance. Keywords: board size, number of non-executive directors on board, size of audit committee, return on assets, Tobin’s Q, Bank, Indonesia stock exchange

Does Privatization improve Corporate Governance and Profitability? Evidence from Cement Company of Northern Nigeria

The paper study how Privatization improves Corporate Governance and Profitability of Cement Company of Northern Nigeria. Data was collected from secondary sources, and the statistical tools employed in the Methodology were descriptive statistics and OLS regressions. The study aimed at bridging literature gap on studies that relate corporate governance and privatization policy in Nigeria. The results suggest that, The result suggest that, the company has lower market capitalization, private sector and foreign investors have concentrated ownership, bigger board size, lower percentage of executive directors and higher percentage of non-executive directors, Board chairmen were not the chief executives and chairmen audit committees were non-executive directors, lower workforce, higher percentage of management staff small percentage of non-management staff, lower profitability, products demand depended on government capital projects, The Company purchased 5MW power plant in 1991, macro-economic challenges such as devaluation of naira, energy sector crisis, foreign exchange rate, inflation, trade liberalization, inconsistent stabilization policies, political instability and banks’ strikes and weak private sector. Inferential result reveals that, has state ownership, percentage of management staff, percentage of non-management staff and privatization have positive and significant relationship with profitability. However, minority ownership has a negative and significant relationship with profitability. Based on these findings, the researcher arrived at the conclusion that, Corporate governance has significant impacts on profitability of Cement Company of Northern Nigerian. Even though, unfavourable macroeconomic environment militated against its efficiency. The study recommends that, government needs to introduce macroeconomic stabilization measures that will improve effective demand of cement products particularly with the problem of withdrawal of fuel subsidy in the economy. The company should, as a matter of necessity, design strategies that will; create international market opportunities, enhance security measures, cheap inputs, efficient financial and inventories management that will improve profitability post privatization.

BOARD INDEPENDENCE AND FINANCIAL REPORTING QUALITY OF LISTED OIL AND GAS COMPANIES IN NIGERIA MODERATED BY FIRM SIZE

In the dynamic landscape of corporate governance, the interplay between board characteristics and financial reporting quality stands as a focal point for scholarly investigation. This study investigates the moderating effect of firm size on the relationship between board independence and financial reporting quality of listed oil and gas companies in Nigeria. The study employs a quantitative research design and the populations of the study were all the oil and gas companies listed on the floor of Nigerian Exchange Group from 2012 to 2021. The study used ten (10) oil and gas companies as the population and sample size. The study further used panel regression technique as method for data analysis. The result of the direct relationship revealed that board independence and board size negatively and significantly influence the financial reporting quality of listed oil and gas companies in Nigeria. In the case of moderated effect, the results indicate that firm size does not significantly moderate the influence of board independence on the financial reporting quality of listed oil and gas companies in Nigeria. Based on the results obtained, it can be concluded that the interaction between firm size and board independence does not have a significant impact on the financial reporting quality of listed oil and gas companies in Nigeria. Based on the findings, the study recommended that policymakers such as financial reporting council and Securities and Exchange Commission should enforce the code of corporate governance that will provide for mandatory independent directors with financial expertise. Secondly, the firm size should be properly put into consideration in constituting the number of non-executive directors on the board of directors of listed oil and gas companies in Nigeria.

The pathways of board diversity in European contexts: Exploring the influence of director types on firm performance

This research paper explores the impact of board diversity on firm performance, with a particular focus on different types of board members. The study examines gender, age, tenure, education, and nationality diversity among board members for their effects on firm performance. Using a multi-country dataset and various performance proxies, the paper employs panel regression analysis to assess the relationships. The findings reveal nuanced effects of diversity, with gender diversity among independent and non-executive directors, age diversity among executive directors, and education diversity among executives showing positive impacts. The dominant pathway among these effects is the strategic role of directors, as suggested by the resource dependence theory. However, the paper also highlights the inappropriateness of a one-size-fits-all approach to board diversity, which can have either positive or negative effects depending on the context. Overall, the research contributes to the understanding of board diversity and its implications for corporate governance and firm performance.

Beyond Compliance: How ESG Reporting Influences the Cost of Capital in UK Firms

This research examines the effect of ESG disclosure on the cost of capital for non-financial firms in the UK, indexed by the FTSE All-Share Index, during the period from 2014 to 2018. Using multivariate analysis with ordinary least squares (OLS), fixed effects, robust regression, and Tobit models, this research assesses the effect of ESG reporting, governance, and the cost of capital, including robustness checks using an alternative ESG indicator, the environmental pillar score. Contrary to expectations, ESG reporting is positively associated with the cost of capital. However, corporate governance moderates this relationship, weakening the positive correlation and reversing it to a negative association for firms with strong governance practices, consistent with the hypotheses. This research also finds that firm size, liquidity, profitability, and leverage, positively affect the cost of capital, while board size, independent board composition, audit committee independence, and auditor type do not significantly influence it. Notably, non-executive directors on the audit committee have a significant negative effect on the cost of capital. These findings are valuable for investors, companies, regulators, auditors, policymakers, and the academic and research community. Specifically, for investors, this study provides insights into how ESG disclosures can influence investment risks and returns, highlighting the importance of robust corporate governance. Companies can leverage these insights to enhance their governance practices and optimize their capital costs. Regulators and policymakers can use the findings to develop guidelines that encourage transparent ESG reporting and strong governance frameworks, thereby improving market stability and investor confidence. Auditors can utilize the results to better understand the effect of non-financial reporting on financial metrics, helping to provide more accurate audits and assessments. These findings inform investors, companies, regulators, auditors, and academia, in fostering a more sustainable and transparent financial environment.

The Influence Of Corporate Governance on the Performance of Islamic Banks in Indonesia

This research was conducted with the aim of testing the influence of Corporate Governance on the performance of Sharia Banks. The measurement used to measure this independent variable is to analyze the total size of the board, audit committee, non-executive directors, sharia board and risk management committee. Quantitative data is used as research data by looking at the annual report of the company concerned. Sharia Bank is used as the object of this research. The sample was determined using a purposive sampling method and resulted in 13 Sharia Commercial Bank companies. The annual report for the 2018-2022 period is used as processed data obtained from the official website of the company concerned. This research analysis uses panel regression of company data. This research uses five independent variables consisting of Board Size, Non-Executive Directors, Audit Committee, Shariah Board, and Risk Management Committee. The dependent variable in this research is sharia bank performance which is measured using ROA (Return On Assets) and ROE (Return On Equity). This research uses panel regression. The F test results in this study were 0.014378 for ROA measurements and 0.0000 for ROE measurements. The adjusted R square test results are 0.282995 for ROA and 0.729184 for ROE. The conclusion of this research is that the board size variable obtained insignificant results. The non-executive director variable for ROA measurement shows significant results, while the ROE measurement is not significant. The audit committee variable obtained insignificant results. The sharia board variable produces insignificant results and the risk management committee variable produces insignificant results. The author was limited in completing this research because the researcher only used the Islamic banking sector, so in selecting the sample the data obtained was relatively small. Recommendations from researchers that can be given to other prospective researchers are to be more detailed in assessing the performance of Islamic banks. You can expand the independent and dependent variables

Board composition, ownership structure and dividend policy: Evidence from NSE listed companies in India

Purpose The purpose of the study is to analyse the influence of board composition and ownership structure on the dividend pay-out policy of selected listed Indian companies. Design/methodology/approach The top 30 companies listed on National Stock Exchange were examined for a period of three financial years from 2019 to 2021. Due to the cross-sectional and time-series character of the data, fixed effect panel model is used as the primary analytical approach. Findings The results revealed that there is a significant and positive association between board size and dividend policy. The results confirm that the firms with higher Indian ownership and non-institutional ownership distribute higher levels of dividend. No significant association was found between board independence and dividend decisions of ratios. Finally, it is observed that there is a positive impact of return on assets on dividend policy. Research limitations/implications Future studies can confirm the impact of ownership determinants and board characteristics on dividend distribution policy by taking stock dividends into account and enlarging the sample size of developing market businesses. They can also investigate ownership factors including management ownership and international ownership, in addition to other board attributes like qualification, tenure and age. This will offer a more thorough comprehension of how these variables relate to dividend policy. Practical implications Because they are better able to assess the financial position and make educated judgments, a diverse and independent board of directors may result in more strategic and cautious dividend policies. The dividend policy of a firm is also influenced by its ownership structure and strategic objectives; small or primary shareholders may exert pressure for larger payments. By focusing on long-term strategic goals rather than immediate requirements, managers may guarantee that interests are aligned. The findings of this study offer significant guidance to management and regulators about the dividend policy of publicly listed corporations. Social implications According to agency theory, the link between ownership structure, board composition and dividend policy may be explained by agency conflicts. Independent directors are necessary for the board to make decisions that effectively balance the interests of management and shareholders, particularly when it comes to paying dividends. According to studies, companies with non-executive directors have greater interest alignment and fewer agency issues. In addition, the ownership structure and makeup of the board are important factors in lowering agency conflicts and enhancing corporate governance procedures. Companies may improve their governance procedures and increase value for shareholders by resolving conflicts of interest. Originality/value The research paper contributes to the existing body of knowledge by analysing and uncovering significant and unknown relationship between board composition, ownership structure and dividend policy. The paper explores the relationship between specific ownership structures and dividend policy in context of a developing country where limited research exists and addresses a research question that has not been extensively studied before.

Robot adoption of family firms: the role of family non-executive directors

PurposeIndustrial robots are of great significance to the long-term development of family firms. Drawing on the lens of the principal–principal conflict, this paper aims to investigate the influence of family non-executive directors on robot adoption in Chinese family firms.Design/methodology/approachThis paper selects the family firms in China from 2011 to 2019 as the sample. Furthermore, the authors manually collected the family non-executive directors and constructed the robot adoption variable utilizing data sourced from the International Federation of Robotics. In brief, this paper constructs a comprehensive framework of the mechanisms and additional tests pertaining to the influence of family non-executive directors on robot adoption.FindingsThis paper finds that family non-executive directors can promote robot adoption in family firms. The underlying mechanism analysis shows that family non-executive directors promote robot adoption by exerting financial and human effects. This paper further finds that the characteristics of family non-executive directors, such as kinship, differential shareholding and excessive directors, affect the role of family non-executive directors. Finally, robot adoption can improve future performance, and the promotional effect is more evident when family members are non-executive directors.Originality/valueThis paper contributes to the related literature from the following two aspects. Firstly, this paper decomposes the types of family directors to understand the role of family non-executive directors, which challenges the assumption that family board members are homogeneous in family firms. Second, this paper expands the research on the factors that influence robot adoption in emerging economies from the micro-enterprise level. In addition, the findings in this paper have managerial implications for family firms to optimize their strategic decisions with the help of the mode of board right allocation.

Supervisory Boards and Corporate Social Responsibility Disclosure: A Meta-Analysis

By synthesizing quantitative research results in 39 studies on how corporate governance mechanisms impact Corporate Social Responsibility (CSR) activities, this study conducts a Hunter-Schmidt meta-analysis to investigate the role of the Supervisory Board (SB) on the effectiveness of CSR activities. This study examines the role of the board independence, non-executive directors, and outside directors in CSR performance, which measured by environmental policy, and corporate social performance. Using JASP software, this study found that based on the previous studies in the quantitative approach, the independence board and the non-executive director influence the CSR disclosure positively and significantly. In contrast, earlier studies found that the outside director had a contradictory result. This meta-analysis offers a notable outcome in that the high quality of the publication provides evidence related to the relationship between SB's CSR activities, and the monitoring system provides adequate supervision to encourage the executive to concern the stakeholders and shareholders more equally.

Conditional Effect of Independent Directors on Dividend Payout Ratio: A Moderated Moderation Model of Shariah Compliance and Concentrated Ownership

The study has been conducted to investigate the conditional effect of independent non-executive directors (INED) on dividend payout ratio (DPR) in Pakistani equity market when firms have concentrated ownership (CO) and are shariah-complaint (SC). The world has witnessed some huge financial debacles like Enron due to different agency problems. The study employed Hayes (2017) moderated moderation model to examine the conditional effect. The data included 250 non-financial firms 2010-2021 from Pakistan equity sector. Results suggest that INED negatively affects dividends, CO has a negative conditional effect on INEDs, and SC positively moderates the negative moderating conditional effect of CO on INEDs and DPR. Sectoral variations can introduce additional layers of complexity in the analysis and interesting outcomes. Therefore, it is suggested that future research should attempt to draw conclusions from different emerging sectors and economies such as China, India, Sri Lanka and Pakistan etc.

Key Determinants of Corporate Governance in Financial Institutions: Evidence from South Africa

The purpose of this study was to examine the key determinants of corporate governance in selected financial institutions. Using South African financial institutions as a unit of analysis, namely insurance companies and banks, the study employed a panel generalised method of moments (GMM) model using a data set for the period from 2007 to 2020, to assess key determinants of corporate governance proxies identified for the study. The study sampled 21 South African financial institutions composed of Johannesburg Securities Exchange (JSE) listed and unlisted banks and insurance companies. To measure corporate governance, the study developed a composite index employing the principal components analysis (PCA) method. The findings revealed a positive and significant association between the corporate governance index and its lagged variables. Furthermore, a significant and positive link was found between the efficiency ratio and corporate governance index and capital adequacy ratio (CAR); corporate governance index and firm size; corporate governance index and leverage ratio (LEV); and corporate governance index and return on assets (ROA). However, a negative and significant correlation was found between financial stability and the corporate governance index. The link between return on equity (ROE) and corporate governance was insignificant. A small cohort of financial institutions was excluded because it was challenging to obtain complete annual reports to extract the required data. The study was limited to only five corporate governance measures, namely board diversity, board size, board composition (independent non-executive directors and non-executive directors), and board remuneration. The findings are anticipated to persuade developing countries to pay special attention to how corporate governance is measured.

Board composition, ESG practices, and firm performance: Evidence from the Pakistan stock exchange

This study delves into the intricate relationship between corporate governance factors, including board size and the proportion of non-executive directors, and firm performance, with a specialized focus on environmental, social, and governance (ESG) considerations. Employing a secondary data analysis methodology, the research draws insights from a comprehensive dataset comprising 100 companies listed on the Pakistan Stock Exchange over a period spanning from 2018 to 2022. The study investigates these relationships using rigorous regression analysis to uncover significant findings. The analysis reveals a robust positive correlation between larger board sizes and firm performance, indicating that companies with expanded boards tend to exhibit improved financial performance within the Pakistani market landscape. Conversely, a higher proportion of non-executive directors is associated with decreased performance, highlighting potential challenges stemming from board composition. Furthermore, the research unveils the pivotal role of ESG practices in augmenting the positive relationship between board size and firm performance. However, it notes that this enhancement weakens as the proportion of non-executive director’s increases, suggesting a nuanced interplay between corporate governance structures and ESG considerations. Practically, the study underscores the critical importance of fostering diverse and well-structured boards while integrating ESG principles into corporate governance frameworks. By carefully considering board composition and embracing ESG practices, organizations can not only enhance their financial performance but also promote sustainability and long-term value creation, aligning with evolving stakeholder expectations and regulatory requirements in the Pakistani business landscape.

ASSESSMENT OF PRIVATIZED CEMENT INDUSTRY’S PERFORMANCE AND CORPORATE GOVERNANCE IN NIGERIA: AN APPLICATION OF TOBIN’S Q MODEL

The paper investigates the application of Tobin’s Q model in assessing the impact of corporate governance on firm value of cement industry. The variables studied were Tobin’s Q as firm value’s proxy (dependent variable) and corporate governance proxies as independent variables. Data was obtained from the secondary source, and the statistical tools employed in the Methodology were; Performance Trend Analysis and OLS regression. Trend analysis result shows that, post-privatisation has higher firm value. Inferential statistics result suggests that, Average Minority ownership, average percentage of executive directors, average foreign ownership, average board size, average percentage of non-executive directors, average percentage of management staff and average workforce have a positive and significant impact on Cement industry’s performance (Tobin’s q). However, average total market value of shares, institutional ownership and privatisation have negative and significant impact on the Cement industry’s market value while, State ownership has positive and insignificant impact on market value of cement industry. In conclusion, the result of inferential statistics has rejected the null hypothesis that corporate governance does not have significant impact on the performance of Cement industry. Admirably, the result confirmed the findings of the performance trend analysis result. The study recommends that cement industry need to; introduce effectives mechanisms of protecting the overall interest of existing shareholders and potential investors, create a strong corporate governance practice that is value-oriented and ensures economic efficient method of production to maximize earnings per share as well as timely dividend payment, the board of directors should increase the numbers of independent audit committee in order to improve transparency, timely and accurate information flow and prudent financial statement and corporate governance reporting system.

Nexus between boardroom independence and firm financial performance: evidence from South Asian emerging market

This study empirically investigates the linkage between boardroom independence and the financial performance of non-financial firms in an emerging market featured by family-controlled businesses and concentrated ownership. The relationship is tested in a sample of 152 non-financial firms listed on the Pakistan Stock Exchange over a period from 2003 to 2018. Firms’ financial performance is measured through return on assets (ROA), return on equity (ROE), market-to-book ratio (MBR), and Tobin’s Q (TQ), while boardroom independence is measured through the proportion of non-executive directors on the corporate board. Using the dynamic GMM approach to address the possibility of endogeneity, it was found that boardroom independence is significantly negatively related to the financial performance of the sample firms. This negative impact is due to the reason of close ties of outside independent directors (non-executive directors) with dominant shareholders and management in personal, financial, and social terms. A significant negative influence of the board size and CEO duality on firms’ financial performance was also observed. The present study will add to the existing literature on corporate governance and firm financial performance using firm-level manually collected data. Further, our findings will also help the policymakers by providing empirical insights for strengthening corporate governance mechanisms in emerging market economies, specifically in the context of Pakistan.

A quantitative study on the effectiveness of the governance attributes on ‘industry-wise earnings quality’ in the UK

Despite of positive impacts of the earnings management on the business purposes, many businesses have been suffered due to the audit failures as a result of aggressive earnings management. Therefore, the study on true reflection of earnings management, the controlling factors and how aggressively manipulated earnings quality can be mitigated are the areas of concern these days. For the estimation of earnings management, performance matched discretionary accruals model has been implemented as this model has been identified as the best explanatory models. Thereafter, this research has accumulated the sector-wise earnings management to identify the impact of sectors on the sectorial earnings management. There are eleven different industries involved in the research while four of them have revealed that the managers from certain sectors have got involved in the aggressive earnings management. Further, this research has investigated the impact of the attributes of the corporate governance on the sector-wise earnings management. the variables of corporate governance like managerial ownership, block-holders, institutional ownership and non-executive directors’ fees have significant impact on sector-wise earnings management where other variables like board meeting, board size, number of female members on the board, board independence have not been identified as they have significant impact on controlling earnings management. Univariate and multivariate methods are used to demonstrate the results and to establish the inferences of the outcomes of the research. The use of coefficients (β -value) and p-value are much prominent in this study.