Proportion Of Outside Directors Research Articles

Earnings quality and board meeting frequency

We propose that corporate directors are in greater need of soft information about the firm when the quality of hard accounting information is low. We further propose that board meetings constitute a key opportunity for corporate directors to gather soft information about the firm, and empirically investigate the relationship between financial reporting quality and the board's soft information gathering, as revealed by board meeting frequency. Consistent with expectations, we find that boards meet more frequently when accruals quality is low. We further find that the proportion of outside directors, insider ownership, and SOX regulation moderate this relationship. The evidence is reinforced by analysis of management earnings forecasts, financial restatements, and internal control weaknesses and is robust to several alternative earnings quality specifications. Additional empirical tests suggest that our results are incremental to the alternative explanation of increased meeting frequency to address problems in the reporting process per se. We conclude that corporate directors seek more frequent board meetings as an alternative information source to low earnings quality.

Outside directors' equity incentives and strategic alliance decisions

This study examines whether the proportion of equity-based compensation in outside director compensation is associated with corporate strategic alliances. We hypothesize that equity incentives provided to outside directors mitigate potential agency conflicts between outside directors and shareholders that arise from the strategic alliance decision-making process, thus resulting in more alliance activities. Our empirical evidence indicates that the percentage of equity in outside director compensation is positively associated with the incidence and the number of strategic alliance activities. Additionally, when the proportion of outside directors' equity in total compensation is higher, firms with strategic alliances generate better future stock returns. Overall, our findings suggest that providing equity incentives in outside director compensation mitigates the agency problems inherent in corporate strategic alliance decisions and enhances the quality of alliance activities.

Effect of the 2015 Code Revision to the Corporate Governance Code on Japanese Listed Firms

The Corporate Governance Code, revised in 2015, recommends that the firms listed within the first and second sections of Japan’s Tokyo Stock Exchange select two or more independent outside directors (Corporate Governance Code 4-8). Japanese listed firms must either comply with or explain the reason for non-compliance. This study investigates how the Corporate Governance Code affects Japanese listed firms. Using a difference-in-differences approach for our sample of 4,200 firm–year observations in 2014–2015, we find that the Corporate Governance Code increases the proportion of outside directors by approximately 8.8%. This finding implies that such companies might have found it difficult to explain non-compliance with this rule to their shareholders. Moreover, we find no evidence that increases in the ratio of outside directors are related to a firm’s future performance.

Board Characteristics and Company Performance: A Case Study for the U.S.

This research aims to investigate corporate board structures and compositions, as well as their interrelationships. An empirical analysis on a sample consisting of 6,962 public traded U.S. corporations was conducted and the "isolation" consequences of board characteristics such as independence, financial expertise, and tenure on a company's earnings quality were examined. Furthermore, it was investigated whether and to what extent the tenure of outside directors influences the "isolation" effects of financial expertise and independence on earnings quality. The Modified Jones model was used to generate discretionary accruals, which were subsequently used to generate accrual-based earnings management. Firms with a more independent board and a higher proportion of outside directors with financial experience are found to have no effect on the degree of accrual-based earnings management. Outside directors' average tenure, on the other hand, has a negative and significant impact on earnings management. The study demonstrates that the average tenure of outside directors affects their independence as well as their financial expertise. Both have a statistically significant positive influence on accrual-based earnings management. This indicates that, even if outside directors are independent and there is at least one outside member with financial expertise on the board, the effectiveness of their monitoring decreases over time. In this study, the quality of earnings is examined using accrual-based earnings management models. The influence of these board qualities on real earnings management, however, has not been studied. As the usage of real earnings management has expanded in the post-SOX era, the utilization of these models is intriguing for future study pertaining to the effect of these characteristics. Furthermore, this study utilized and analyzed only a sample of large public U.S. enterprises, which are larger companies. Due to the SOX requirements to which these larger organizations are subject, this might contribute to a lack of diversity in the board makeup of these companies. This may have an effect on the regression findings by displaying low or non-significant effects. Future research may find it interesting to determine if there are differences between the effects of these governance qualities on earnings management for smaller and larger companies. Based on the findings, it is possible to conclude that when evaluating a firm's profits quality, it is critical to evaluate both the structure and makeup of the board, as well as the individual features of the outside members, such as their tenure. This study adds to the expanding corpus of research on the impact of board characteristics on corporate performance. It focuses on corporations situated in the United States, where corporate governance is a hotly debated topic, particularly after the enactment of SOX. It not only looks at the effect of these characteristics on earnings quality in "isolation", but it also responds to recent calls for researchers to look at the interaction of various board traits. It examines whether and to what extent outside directors' tenure influences the "isolation" consequences of financial expertise and independence on earnings management.

Shareholder litigation and bank risk

Does a decrease in shareholder litigation enhance managers’ monitoring efforts by ensuring adequate firm risk management? We explore how state universal demand (UD) laws (which limit shareholder litigation as a mechanism to discipline managers), affect bank holding companies’ (BHCs) risk. Using a difference-in-differences analysis, we show that BHCs reduce their tail risk exposures after the implementation of UD laws, which is achieved by improving loan asset quality. Indeed, BHCs appear to apply stricter contract terms for syndicate loans to risky and opaque borrowers. We also show that UD law implementation leads to changes in BHC board composition by increasing the proportion of outside directors, the number of independent directors in audit committees and the number of independent directors with financial expertise.

Board Characteristics and Earnings Management: Evidence from the Vietnamese Market

This study empirically analyzes the relationship between Vietnamese firms’ earnings management, board characteristics, and ownership structures. I use board size and the proportion of outside directors to reflect board characteristics, and the ownership percentages of the board of directors, outside directors, and the chief executive officer (CEO) to reflect the ownership structures. I use discretionary accruals, measured by the modified Jones model, to proxy for earnings management. From analyzing firms listed on the Ho Chi Minh and Hanoi Stock Exchanges from 2012 to 2017, I find that board size and the ownership percentages of outside directors and CEOs are negatively related to earnings management, whereas the board of directors’ ownership percentage is positively related. The proportion of outside directors is not significantly associated with earnings management. This study provides policy insights for improving Vietnamese firms’ financial transparency. Specifically, corporate laws regulating board composition should be enacted to ensure that all firms meet a minimum number of board members. Moreover, a policy mandating boards to include independent outside directors is necessary, as establishing an independent outside director system within Vietnam’s corporate law can strengthen the sustainability of the board of directors.

Directors' interests, family control and firm performance: evidence from Hong Kong listed firms

Impact of the 2005 revision of corporate governance (CG) guidelines on firm performance in Hong Kong is examined through multiple regression models. A comprehensive corporate governance index (CGI) is used for measuring performance in the post-2005 period. Findings suggest CGI has a significantly positive relationship with firm performance. Family ownership (<=23%) or directors' interests (<=18.4%) also have a significantly positive relationship with firm performance. High proportion of outside directors on the board and larger boards also impact performance significantly. Family control has a stronger impact on performance in case of younger firms. Also, when family members draw relatively smaller salaries that too affects performance significantly. Most Hong Kong listed companies are family controlled and need to improve their governance to earn confidence of overseas investors. Besides, international investors and regulators can refer to results of sample firms which have ADRs listed in the USA.

Too much of a good thing: the non-linear effect of vertical pay dispersion on vice presidents’ voluntary turnover rate

PurposeWhile the effect of vertical pay dispersion on the voluntary turnover rate of vice presidents (VPs) has received attention, the existing research conclusions are still divided. Therefore, this study aims to explore the relationship between vertical pay dispersion and voluntary turnover rate of VPs in a Chinese context using data from listed firms.Design/methodology/approachIntegrating tournament theory and social comparison theory, this study examines the non-linear effect of vertical pay dispersion on VPs’ voluntary turnover rates using empirical data from Chinese A-share listed firms from 2007 to 2016.FindingsThe results reveal a U-shaped relationship between vertical pay dispersion and the voluntary turnover rate of VPs. After further incorporating the moderating effect of the board governance structure, the effect is found to be enhanced in firms with more efficient board governance (i.e. smaller board size, higher board turnover and higher proportion of outside directors). Further analysis indicates that the aforementioned conclusions mainly exist in non-state-owned enterprises rather than state-owned enterprises.Originality/valueThe findings deepen the understanding of the costs and benefits associated with vertical pay dispersion, enrich the research findings on pay dispersion and contribute to the integration of previously inconsistent findings.

Corporate governance and firm-level jump and volatility risks

ABSTRACT Corporate governance plays a significant role in monitoring managerial behaviour, and thus in reducing firm-level risks and increasing firm value. Using a global unbalanced panel of 6,241 firm-year observations over the period of 1996–2016, we investigate the impact of internal and external governance attributes on firm risk. We address the endogeneity problem inherent in governance studies using option-based risk measures for jump and volatility risks. We use a multiple theoretical perspective to explain the relationship between governance mechanisms and firm risk. Our results indicate that board structure and entrenchment factors have a differential impact on firms’ jump and volatility risks. Our evidence reveals that firms with higher entrenchment provisions tend to increase volatility risk and that a higher proportion of outside directors increases firms’ volatility risk. Board size and CEO salary reduce volatility risk yet increase jump risk. We also find that the proportion of outside directors is negatively associated with firms’ jump risk. Overall, our results reveal interesting evidence and provide implications for future governance studies.

소유 경영자가 내재 자기자본비용에 미치는 영향: 재벌기업을 중심으로

This paper examines whether and how different CEO types affect the implied cost of equity capital in Korean chaebol firms. Using 946 firm-year observations of KOSPI-listed firms for the period 2005-2015, a significant positive correlation was observed between chaebol firms with owner-managers and the implied cost of equity capital. This implies that investors regard the agency problems of Korean chaebol firms that have owner-managers as a risk premium factor that requires a higher cost of capital. Moreover, the positive association between chaebol firms that have owner-managers and the implied cost of equity capital was more pronounced in firms with a low proportion of outside directors and high uncertainty period. This paper has potential implications for related literature in that owner-managers, internal governance, and education level may significantly influence the cost of equity capital in Korean chaebol firms.

THE EFFECTS OF BOARD STRUCTURE ON THE FIRM FINANCIAL PERFORMANCE OF TANZANIAN LISTED FIRMS

This paper examines the effects of the board structure variables of board size, outside directors and CEO duality on firm financial performance of the listed firms in Tanzania. This study uses a sample of listed Tanzanian firms from 2006 to 2018 and uses balanced panel data Ordinary Least Square (OLS) regression analysis of 120 firms-year observations obtained from the firms’ audited annual reports and the OSIRIS database. Furthermore, in order to address the endogeneity problem, this study uses the Random effect regression model and the Two Stage Least Square (2SLS) regression model as a robustness test. The results show that the smaller the board size with a higher proportion of outside directors and no CEO duality, the greater the firm’s financial performance. This study contributes to the understanding of the relationship between board structure and financial performance and it provides academic evidence to Tanzanian policy makers of current and future Corporate Governance reforms. First, dissimilar to most previous Corporate Governance literature that relates to developed countries, this study examines the effects of the board structure variables of board size, outside directors and CEO duality in Tanzania which is a developing country where very few Corporate Governance research studies have been conducted. It addresses the endogeneity problems between board structure and firm financial performance using Random effect regression and Two Stage Least Square (2SLS) regression models

Monitoring the monitor: Enabling strategic change when the former CEO stays on the board

Firms often retain their former CEOs on the board after succession to benefit from the former CEOs’ firm-specific expertise. However, their presence can inhibit successor CEOs from implementing meaningful strategic change, as the former CEOs seek to preserve their personal legacy and may see the strategic landscape differently, especially when the successor CEO is hired from outside the firm. Using a strategic leadership interface perspective, we propose that board members can alleviate this potential tension and enable strategic change. To test our theory, we focus on a subsample of succession events: when the former CEO stays on board as chair and the successor CEO is an outsider. This scenario is likely to result in strategic tension and cognitive differences between these two organizational leaders. We find that in such situations, boards with a higher proportion of outside directors experience greater post-succession strategic change; we find no effect in other succession scenarios. We isolate legacy conservation as a motivating factor by showing that the effect manifests for divestitures but not for acquisitions.

Shareholder Litigation and Bank Risk

Does a decline in shareholder litigation enhance managers’ monitoring efforts by ensuring adequate firm risk management? We explore how state Universal Demand laws (which limit shareholder litigation as a mechanism to discipline managers, UD law hereafter), affects bank holding companies’ (BHCs) risk. Using a difference-in-differences analysis, we show that BHCs reduce their tail risk exposures after the implementation of the UD laws and that this is achieved by improving loan asset quality. Indeed, BHCs appear to apply stricter contract terms for syndicate loans to risky and opaque borrowers. We also show that UD law implementation leads to changes in BHC board composition by increasing the proportion of outside directors, the number of independent directors in audit committees, and the number of independent directors with financial expertise.

CORPORATE GOVERNANCE AND BANK PERFORMANCE IN NIGERIA: AN EMPIRICAL INVESTIGATION

The prevalent issue of manipulation and abuse among Nigerian banks necessitated this study. Thus, this research study extensively the effectiveness of corporate governance in Nigerian banks for the period 2006-2018. The study adopted secondary time series data obtained from annual reports of banks, publications of the Central Bank of Nigeria and Nigeria Stock Exchange annual reports and factbook. A diagnostic test was conducted to ensure that the models are in line with basic econometric assumptions. The granger causality test was applied to examine the effect of the independent variable on the dependent variable. The findings show that corporate governance has a significant effect on performance. It recommends an optimum proportion of outside directors for effective governance impacting performance positively

The Level of European Companies’ Integrated Reports Alignment to the &lt;IR&gt; Framework: The Role of Boards’ Characteristics

In terms of corporate governance, the board of directors (BoDs) is the main responsible structure in meeting and safeguarding both shareholders and stakeholders’ interests. Integrated reporting’s primary aim is to improve information quality provided to shareholders while responding to stakeholders’ interests and needs. Using lenses of stakeholder theory, this study explores the relationship between board of directors’ characteristics as size, gender diversity, activity, tenure, outside directors, chief executive officer (CEO) duality and the Integrated Reports alignment level to the International Integrated Reporting Committee (IIRC) framework, using a self-constructed disclosure index. Applying a content analysis method, data were collected from integrated reports to determine the self-constructed disclosure index (Integrated Reporting Score—IRS). Through quantitative analysis, we analyzed which BoDs’ characteristics are correlated to IRS. The analyzed sample was formed of 98 integrated reports produced by 61 European companies, published on the IIRC website for the period 2013–2017. The current study contributes to existing knowledge by exploring the voluntary adoption of integrated reporting using quantitative analysis and focusing on the European context. The obtained results highlight that integrated report alignment levels with IIRF is directly correlated with the proportion of outside directors on the board and longer board tenure. Results show a higher alignment for reports produced by two-tier or mixed boards than the unitary ones. Additionally, there is a constant improvement in alignment score, with a statistical difference occurring in 2016 compared to 2013.

Investigating the effect of the Board of Directors characteristics on auditor selection in the companies listed in Tehran Stock Exchange

Objective: Increasing the number of users of the audit report, as customers of this public good, has caused the quality of the auditors‟ job to be put under observation. Methodology: Quality of the auditors‟ work and their opinion can lead to improving the financial information system of countries and finally optimal economic decision-making. Result: The results of studying the research variables among 74 companies in 6 industries, using multiple linear regression and panel data, showed that the Board size has a significant inverse relationship with auditor tenure. But this variable has no significant relationship with auditor size. So, it is suggested that acceptable standards be considered for auditor selection in order to improve the audit procedures so that the auditor tenure will be less affected by the Board size and also personal judgments. In addition, the proportion of outside directors has no significant relationship with auditor tenure and auditor size. Conclusion: The results indicated that the company size has a significant positive relationship with the auditor size. Thus, larger companies use larger firms for auditor selection. Accordingly, it is recommended that larger organizations should employ larger audit firms to enhance audit quality.

저축은행 안정성에 사외이사 전공, 경력 및 다양성이 미치는 영향 분석 (Savings Bank Stability and Outside Director Major, Career, and Diversity)

Korean Abstract: 본 연구는 저축은행자료를 이용하여 사외이사의 경력 및 전공 특성이 저축은행의 고정이하여신비율, 위험가중자산비율, 그리고 BIS자기자본비율에 미치는 영향을 분석하였다. 실증분석결과, 첫째, 이사회 내 금융관련 경력을 가진 사외이사의 비율이 높을수록 고정이하여신비율과 위험가중자산비율은 낮게, BIS자기자본비율은 높게 나타났다. 둘째, 이사회 내 사외이사의 경력다양성이 높을수록 고정이하여신비율은 높게 나타났으며 BIS자기자본비율은 낮게 나타났다. 셋째, 상경계열을 전공한 사외이사의 비율이 높을수록 고정이하여신비율은 감소하고 BIS자기자본비율은 증가한 반면 법학계열전공사외이사비율의 계수는 대체적으로 유의하지 않았다. 넷째, 이사회 내 사외이사의 전공다양성이 높을수록 고정이하여신비율은 높게, BIS자기자본비율은 낮게 나타났다. 마지막으로 법 관련 경력 및 인문학 전공 사외이사 비율은 고정이하여신비율과 정(+)의 관계, BIS자기자본비율과 부(-)의 관계를 보였다. 이러한 결과는 금융과 관련된 경력 또는 전공을 가진 사외이사일수록 저축은행 업무에 대해 상대적으로 높은 이해도를 가질 수 있기 때문으로 보인다. 또한 본 연구의 결과는 사외이사의 경력 및 전공 다양성의 증가는 이사회의 효율성을 감소시켜 저축은행 안정성에 부정적 영향을 줄 수 있음을 시사한다. English Abstract: This paper shows the effects of outside directors’ work experience, major, and diversity on asset quality and capital adequacy of savings banks. First, the results show that savings banks with higher proportion of outside directors who have banking or finance work experience have lower non-performing loan ratio, lower risk weighted asset ratio, and higher BIS ratio. Second, savings banks with higher levels of outside directors’ career diversity have higher non-performing loan ratio and lower BIS ratio. Third, savings banks with higher proportion of outside directors who majored in business or economics fields have lower non-performing loan ratio and higher BIS ratio. Fourth, savings banks with higher levels of outside directors’ major diversity have higher non-performing loan ratio and lower BIS ratio. Fifth, savings banks with higher proportion of outside directors who have law work experience or majored in humanities have higher non-performing loan ratio and lower BIS ratio. These findings imply that the work experience or major of outside directors may affect their abilities of savings banks’ monitoring, management, and advice.

Corporate Governance and Bank Performance in Nigeria: An Empirical Study

This study extensively investigated effectiveness of corporate governance in Nigerian banks for the period 2006-2018. The study adopted secondary data obtained fromannual reports of banks, CentralBank ofNigeria and Nigeria Stock Exchange. Regression analysis, unit roots and diagnostic test were used in the analysis. The Granger Causality test was applied to determine the direction of causality. The findings show that board audit committee has positive effect on net profit margin while block-shareholding and board composition has negative relationship on growth in revenue and growth in net income. It recommends optimum proportion of outside directors for effective governance impacting performance positively.

Investigating the effect of the Board of Directors characteristics on auditor selection in the companies listed in Tehran Stock Exchange

Increasing the number of users of the audit report, as customers of this public good, has caused the quality of the auditors’ job to be put under observation. Methodology: Quality of the auditors’ work and their opinion can lead to improving the financial information system of countries and finally optimal economic decision-making. Results: The results of studying the research variables among 74 companies in 6 industries, using multiple linear regression and panel data, showed that the Board size has a significant inverse relationship with auditor tenure. But this variable has no significant relationship with auditor size. So, it is suggested that acceptable standards be considered for auditor selection in order to improve the audit procedures so that the auditor tenure will be less affected by the Board size and also personal judgments. In addition, the proportion of outside directors has no significant relationship with auditor tenure and auditor size. Conclusion: The results indicated that the company size has a significant positive relationship with the auditor size. Thus, larger companies use larger firms for auditor selection. Accordingly, it is recommended that larger organizations should employ larger audit firms to enhance audit quality.

Investment in internal auditing and governance characteristics

PurposeBased on 3,775 firm-year observations from 2009 to 2013 using publicly available disclosure data for Korean listed firms, this study examines whether and how firm-level governance characteristics are associated with investment in internal auditing proxied by compensation and the number of statutory internal auditors.Design/methodology/approachThe authors investigate the association between governance characteristics and investment in internal auditing proxied by compensation and the number of statutory internal auditors.FindingsThe authors find that firms with greater ownership of the largest shareholders and with a higher proportion of outside directors invest more in internal auditing. These results indicate that firms with higher incentive and demand for monitoring are more likely to invest more in internal auditing. The authors further find that the positive effect of the largest shareholder ownership (board independence) on investment in internal auditing is attenuated in firms with greater board independence (ownership of the largest shareholders) suggesting that the complementary effect of the two governance mechanisms associated with internal auditing weakens as they function simultaneously.Research limitations/implicationsThe results provide regulators and investors with a clear picture of the governance characteristics of firms associated with investment in internal auditing. The results imply that both the largest shareholders and the outside board of directors play a significant role in resource allocation in internal auditing within a firm. The effect of allocation, however, can be attenuated contingent upon the combined characteristics of governance mechanisms.Originality/valueUsing large amounts of public archival data, this study adds to the extant literature on firm characteristics associated with investment in internal auditing. This study also contributes to the literature by expanding the scope of research on executive compensation to the locus of statutory internal auditors.