Showing papers in "Journal of Management & Governance in 2011"

New perspectives on board research: changing the research agenda

Abstract: Scholars and practitioners have recently devoted considerable attention to boards of directors, but far more research is needed. We still know little about how boards actually work and how their behavior may be improved to contribute to value creation. During more than two decades agency theory has been the dominant theory in studies about boards of directors. When relaxing some of the assumptions in agency theory several new pathways for new research arise. To present new perspectives on board research we follow in this essay some of the pathways arising from relaxing agency theory assumptions about complete contracts. Alternative theoretical approaches, research questions and methods are suggested.

Board compensation and ownership structure: empirical evidence for Italian listed companies

Abstract: This paper investigates the relationships among corporate ownership, the level of board compensation, and firms’ future performance within Italian listed companies. Board compensation could be related to corporate ownership characteristics, like the type of controlling shareholder, ownership concentration, the separation between cash flow and voting rights, and the presence of shareholders’ agreements. The evidence of high levels of board compensation associated with certain governance characteristics could signal, in a principal-agent framework, rent extraction by entrenched managers or by controlling shareholders versus minority shareholders; high board compensation, however, could be related to the need to hire directors with higher professional standing and also to the desire to create a network with other companies through the enlargement of the board, according to a social network view. In this paper we disentangle this issue showing the relationship between excess board compensation and future performance: examining firms listed on the Milan Stock Exchange over the period 1995–2002, we show that board compensation is linked to many governance characteristics, but excess compensation is never positively related to future performance. For founder family firms, in particular, high board compensation is associated with (a) smaller board size; (b) higher proportion of family members on the board; (c) lower future performance. The whole evidence therefore doesn’t support the hypothesis suggested by the social network view, but is consistent with a rent extraction hypothesis. These results could add new empirical evidence to the recent debate on the need for global remuneration reform. According to our results, some control mechanism and an increase in transparency of executive compensation schemes could be appropriate.

The research frontier in corporate governance

Abstract: In this paper we attempt to identify the research frontier in corporate governance using three different approaches: (1) what challenges does the financial crisis 2007–2009 pose for corporate governance research? We show that the financial crisis is a huge natural experiment which has exposed gaps in our knowledge of corporate governance and is likely to lead of a rethink of central concepts like shareholder value, debt governance, and management incentives (2) what do we know and what do we need to how about the impact of national institutions on corporate governance? (3) What research questions are raised by a focus on current corporate governance practices?

Board size and corporate performance: the missing role of board leadership structure

Abstract: Different arguments have been introduced in the literature both for and against large and small board sizes. In this context, empirical evidence regarding the impact of board size on corporate performance is less conclusive, which means that further study is needed. Contrary to previous work, it is hypothesized in this study that the relationship between board size and corporate performance is more likely to be confounded by board leadership structure. Econometric analysis provided strong evidence for the applicability of this hypothesis and demonstrated that board size positively affects corporate performance in the presence of CEO non-duality (board leadership structure that is split between the roles of the CEO and the roles of the chairman). Furthermore, board size is shown to have a negative influence on corporate performance in the presence of CEO duality (board leadership structure that assigns the roles of both CEO and chairman to the same person). This conclusion is robust to the use of different measures of corporate performance, control variables and econometric models. Thus, these findings cast doubt on most of the existing evidence that posits that either large or small board size is always the best alternative to be followed in all organizations.

The role, power and influence of company chairs

Abstract: This paper develops an analytical framework to depict the heterogeneity that characterises the role of board chair and demonstrate the potential variability in how chairs operate boards and exercise power and influence on strategy, control and resource related tasks at board level. Theories of power and influence, as applied to top management teams and boards of directors, are explicated within the context of contemporary governance practices that are establishing the role of the board chair as distinct to that of the chief executive officer. Specifically, the paper maps sources of power and varying contemporary chair practices, including chair nomenclature (i.e. executive vs. non-executive chairs), chair origin (insider vs. outsider) and chair time (full-time vs. part-time). A number of theoretical chair-power models emerge from this analysis and are subject to empirical analysis using data collected from 160 chairs of 500 FTSE-listed companies. Theoretically and empirically, the paper complements structural approaches to studying boards with attention to behaviour on boards. By linking board structure, board process and the exercise of influence, the study reveals both differences amongst chairs in how they run the board, but also that chairs’ differ in the influence they exert on board-related tasks. Full-time executive chairs exert their greatest influence in strategy and resource dependence tasks whereas part-time, non-executive chairs seem to exert more influence over monitoring and control tasks.

Accountability and value for money: a theoretical framework for the relationship in public–private partnerships

Abstract: There is an implicit assumption in the UK Treasury’s publications on public-private partnerships (PPP)—also more commonly known in the United Kingdom as private finance initiative (PFI)—that accountability and value for money (VFM) are related concepts. While recent academic studies on PPP/PFI (from now on as PFI) have focused on VFM, there is a notable absence of studies exploring the ‘presumed’ relationships between accountability and VFM. Drawing on Dubnick’s (Dubnick and Romzek in American public administration, politics and the management of expectations. Macmillan, New York, 1991, Research in public administration. JAI, Greenwich, 1993; Dubnick in Public service ethics and the cultures of blame, 1996, Public sector ethics: finding and implementing values. Routledge, London, 1998, Int J Org Theory Behav 6(3):405–441, 2003, Public Perform Manage Rev 28(3):376–417, 2005; Dubnick and Justice in But can you trust them to be ethical, 2002) framework for accountability and PFI literature, we develop a research framework for exploring potential relationships between accountability and VFM in PFI projects by proposing alternative accountability cultures, processes and mechanisms for PFI. The PFI accountability model is then exposed to four criteria—warrantability, tractability, measurability and feasibility. Our preliminary interviews provide us guidance in identifying some of the cultures, processes and mechanisms indicated in our model which should enable future researchers to test not only the UK Government’s claimed relationships between accountability and VFM using more specific PFI empirical data, but also a potential relationship between accountability and performance in general.

State ownership and listed firm performance: a universally negative governance relationship?

Abstract: Our analysis of more than 1,000 Chinese listed firms, 2003–2005, reveals a positive association between state ownership (SO) and firm performance. Arguably, if SO “causes” performance, it must be through the channel of agency cost. Therefore, our paper checks the robustness of this positive SO/performance finding by analyzing the role of agency cost as a mediator. It emerges that SO in the Chinese context may represent a strategic asset rather than an agency burden. However, it is not clear whether this is an outcome driven by efficiency or power.

The governance of non-profit micro finance institutions: lessons from history

Abstract: Microfinance is high on the public agenda, and better corporate gov- ernance has been identified as a key factor for enhancing the viability of the industry. However, recent literature on the subject struggles to identify the corporate governance mechanisms that influence the performance of the Micro Finance Institutions (MFIs). Guided by stakeholder and agency theories, this paper uses a historical parallel found in savings banks to present corporate governance lessons for MFIs, particularly non-profit MFIs, today. The findings indicate that monitoring by bank associations, depositors, donors, and local communities was important in securing the survival of savings banks. In addition, a willingness to expand their mission to serve wealthier customers alongside the poor helped the banks become financially viable. These findings could prompt a rethinking of microfinance gov- ernance, which stresses regulation, for-profit ownership, and traditional vertical board control. The paper argues that a broader and more stakeholder-based understanding of corporate governance is necessary. Moreover, the paper demon- strates that historical studies can provide governance lessons for today.

Corporate governance and stakeholder conflict

Abstract: The stakeholder management literature is dominated by the ‘shareholder value’ and ‘inclusive stakeholder’ views of the corporation. Each views the governance problem in terms of inter-functional conflicts between stakeholder groups, such as between investors and managers or managers and employees, and rests on the assumption of an idealized corporate structure characterized by the separation of ownership from management. Our review of corporate governance and stakeholder conflict shows that such functional-based characterization is too simplistic and fails to account for important intra-functional conflict. Through a comparative review that considers managerial, stakeholder and family systems of governance, we demonstrate that, while the modality of conflict varies by system, substantial intra-functional conflict is endemic to each. We integrate the findings of the agency and comparative stakeholder theories of corporate governance to offer an authority-based framework with three different governance structures that offers complementary insights into stakeholder conflicts. Thus, our study highlights the important, but often neglected, intra-stakeholder type of conflict in various organizations and provides a basis for understanding their various manifestations and consequences under the different systems of governance.

The compensation of non-executive directors: rationale, form, and findings

Abstract: Corporate governance guidelines in many countries do not specify the determinants of non-executive director compensation and the empirical evidence has only briefly and indirectly addressed this issue. We show that this question is fundamentally complex because (a) whilst the roles of non-executive directors are relatively well stated, their actual contributions remain unclear, (b) governance codes have not discussed the ways in which non-executive directors should undertake their roles and (c) non-executive director contribution may be unobservable. As a result, their efforts, contribution and/or performance are difficult to measure. Nevertheless, we find the literature related to non-executive directors strongly supportive of some sort of remuneration that is a function of performance and effort to align non-executive directors with their duties and make boards more efficient in undertaking their duties.

The financial crisis, investor activists and corporate strategy: will this mean shareholders in the boardroom?

Abstract: The concept of stakeholder engagement is gaining increasing attention in the mainstream media and may feature as part of a corporation’s strategy for corporate social responsibility. Not only are boards considering how they might engage with key stakeholders, but stakeholders are also pursuing greater participation in the strategic decisions of companies in which they invest. While this is an emerging concept in companies governed by unitary boards, as in North America, the issue of stakeholder engagement in various forms is also entering debate in other countries around the world. In general, however, the idea of shareholder or stakeholder representation on the boards of most UK and Commonwealth companies is anathema. Forces now influencing the development of strategies for stakeholder engagement and the rise of active investors include changing corporate governance rules which give investors more power in the election of directors, the increasing role of pension plans and hedge fund investment groups which have produced investors who keep a close eye on company performance and value, and a sluggish or turbulent stock market as a result of the financial crisis initiated by the credit crunch in the sub-prime mortgage markets. In this paper the phenomenon of stakeholder representation is examined and results of a recent survey conducted among a large sample of New Zealand directors are presented. The findings suggest that these traditionally oriented boards are increasingly inwardly focused and are without an agenda for building and managing shareholder and stakeholder relations. Accordingly, such boards are unlikely to regard stakeholder engagement as a serious strategic issue and are thus also likely to miss significant opportunities in the changed business environment to benefit from stakeholder support.

Knowledge attributes and the choice of knowledge transfer mechanism in networks: the case of franchising

Abstract: In this paper we develop a knowledge-based view on the choice of knowledge transfer mechanisms in franchising that integrates results from the information richness theory. Starting from the information richness theory we argue that tacitness of system knowledge, operationalized by codifiability, teachability and complexity, determines the information richness of the knowledge transfer mechanisms of franchising firms. We examine the following hypotheses: (1) If the franchisor’s knowledge is characterized by a high degree of codifiability and teachability and a low degree of complexity, knowledge transfer mechanisms with a lower degree of information richness are used; (2) If the franchisor’s knowledge is characterized by a high degree of complexity and a low degree of codifiability and teachability, knowledge transfer mechanisms with a higher degree of information richness are used. We test these hypotheses by using data from 52 franchising firms in the Austrian franchise sector. The data provide support for the hypotheses.

Is corporate governance different for the Lebanese banking system

Abstract: This paper investigates the effect of board size and its composition on bank’s performance in an emerging context. This study includes 749 firm years of data on the banking industry in Lebanon from 1992 to 2006. The data contains all nationwide banks in operation in any year over the studied period. Since some banks entered and/or exited over the sample period, there is an unbalanced panel data, where an Ordinary Least Squares regression may create problems of interpretation. Within this framework, we use a fixed-effect model which produces unbiased and consistent estimates of the coefficients. This paper reports that bank performance is positively related to board size. It also identifies a quadratic relationship between bank performance and board independence. Both return-on-assets and return-on-equity first decrease and then increase in direct proportion to the increased percentage of outside directors on the board. This paper sheds some light on the differential impact of corporate governance on firm performance across industries and countries. It concentrates on banks in developing countries that are generally known to suffer from high asymmetric information and where concerns about safety and soundness remain. Hence, it contributes to the existing debate on appropriate regulations for an effective and stable financial system in the Arab world. Also, it complements the Basel Committee standards for bank supervision and capital adequacy reinforcement, and offers regulators some evidence on the relationship between board size and bank performance in a developing country such as Lebanon.

Does strategic corporate performance depend on corporate financial architecture? Empirical study of European, Russian and other emerging market’s firms

Abstract: Performance of the firm depends on its structural dimensions: capital structure, ownership structure and corporate governance. Their interactions are known as corporate financial architecture according to S. Myers. In this paper we analyze financial architecture which is a mix of ownership structure, capital structure, control and board’s composition, and therefore, provides the given framework for improving corporate performance. We contribute to the literature by different attributes of our study. In contrast to most empirical papers on performance, we develop integrated rather than segmented approach combining the intrinsic components of corporate financial design in one research model. We introduce new variable to capture the structure of ownership for the purpose of performance analysis. Our third contribution is based on comparative analysis of the influence of financial architecture over corporate performance in rather different capital market environment: developed European and emerging (developing) capital market’s countries. We start with a classic empirical model of the impact of ownership structure, capital structure and other components of financial architecture on the corporate performance. Further we verify the validity of exogenous nature of key variables of the classic model when applying it to companies in developed and emerging market environment. Our results could have some important policy implications for the firms in normal economic environment as well as in the period of global economic crisis. We found that the higher proportion of related ownership which indicates investors with significant voting power and the board’s composition affect firm performance positively. The related shareholders and independent directors seem to add more value to firms while the impact of government ownership differs depending on the country. The emerging market’s sample versus the one from developed countries proves the stronger influence of corporate financial architecture over performance.

The role of firm ownership on internationalization: evidence from two transition economies

Abstract: This paper investigates how different types of owners influence the extent of firm internationalization, measured by the share of firm exports in total sales. The results of the analysis carried out using firm level data of Estonian and Slovenian firms, show that the firms under the control of the insider owners are, on average, more internationalized. State control, on the other hand, hampers internationalization efforts. Further, more productive firms, larger firms, more capital-intensive firms and those with high level of investment in both fixed capital and R&D are more successful in internationalization process. Finally, high market share also leads to increased internationalization through exports as firms seek to expand in foreign markets after having dominated the domestic ones.

Shareholder activism among portfolio managers: rational decisions or 15 minutes of fame?

Abstract: This paper investigates shareholder activism by observing Swedish portfolio managers’ behavior at firms’ annual general meetings. Institutional shareholders’ voting behavior and tendencies for raising opinions at the general meetings are related to firm characteristics, suggested by both agency theory and institutional perspectives. The results show that institutional shareholders are more likely to be active in large firms, which appear a lot in media, and have a large proportion of institutional ownership. Portfolio managers appear not to consider bad firm performance as a reason for targeting firms. Instead, managers’ behavior is consistent with the institutional notion that they benefit from the activism themselves, without trying to improve target firms’ performance. In view of this notion, it is rational for managers to be active in large firms, with large media coverage, achieving their 15 minutes of fame at the general meetings.

A review of hedge funds and their investor activism: do they help or hurt other equity investors?

Abstract: Hedge funds tend to be highly activist investors who exercise their “principal power” over their portfolio firms. We observe that, compared to other investor types, hedge funds appear to be even more activist than is predicted by a comprehensive Investor Activism Model, due to the unexpectedly large role of several antecedent variables. This conclusion suggests that the relatively lightly regulated environment of hedge funds affects the weighting of conventional activism-antecedent variables. We explore how their access to several investing and trading strategies is allowing hedge funds to redefine investor activism. In the process, we find that, while hedge funds and their activism tend to benefit fellow investors, the potential exists for some specific hedge fund types to expropriate value from minority shareholders, creating “principal–principal” conflict. The potentially detrimental impact of hedge fund activism on other equity investors is demonstrated, illuminating several current policy concerns.

New perspectives on the governance of executive compensation: an examination of the role and effect of compensation consultants

Abstract: We develop a multi-theoretic approach, drawing on economic, institutional, managerial power and social comparison literatures to explain the role of the external compensation consultant in the top management pay setting institutional field. Taking advantage of recent disclosure requirements in the UK, we collect data on compensation consultant use in 232 large companies. We show that consultants are a prevalent part of the CEO pay setting scene, and document evidence of all advisor use. Our econometric results show that consultant use is associated with firm size and the equity pay mix. We also show that CEO pay is positively associated with peer firms that share consultants, with higher board and consultant interlocks, and some evidence that where firms supply other business services to the firm, CEO pay is greater.

The making of active boards in Swedish public companies

Abstract: Boards of directors are a vital part of corporate governance systems. In the on-going discussion about the development of national corporate governance systems, however, little interest has been given to the issue of how and why board behavior changes over time. In this article, we use an institutional approach and study the development of board behavior in Sweden between 1994 and 2004 and if it is affected by board composition and board network characteristics. In order to do so, we introduce the constructs of board activities, i.e. what the boards do, and board involvement, i.e. when in the decision process they get involved. Findings show that range of board activities and board involvement have increased drastically during this period, which indicates a change in the logic of appropriateness of Swedish board behavior. There are robust indications that new types of actors affect activities and involvement positively, as do board interlocks, whereas network centrality affects activities and involvement negatively.

Determinants of short-term value creation for the bidder: evidence from France

Abstract: This paper analyses bidder short-term returns of 58 takeover bids that occur between 1997 and 2005 on the French market. Furthermore, the determinants of this performance are examined to improve understanding of the sources of value creation or destruction arising from M&A. This study reports that M&A are typically friendly, horizontal transaction, and relate to the entire target capital. The event study methodology is used to estimate bidder value creation. Three findings are shown in this study. First, we find strong evidence that the announcement of a takeover bid generates significant, high returns for the bidder with prebid blockholder position in the target (toehold) versus the bidder without toehold. In this case, there is a strong presumption that the synergies’ motive is the prime reason for the offer. Second, these results show that bidders with low potential growth positively influence share price around the bid announcement. In addition, the growth profile of the target is associated with value creation for the bidder.

Corporate governance and corporate social responsibility: lessons from the land of OZ

Abstract: Australia corporate boards and senior management have been spirited from the Land of Milk and Honey (profit) to the Land of OZ. They are to embark on a journey, following the “yellow-brick road”, a proverbial path to a promised land of one’s hopes and dreams, in order to find brains, a heart and courage. The effect of new regulations introduced in Australia to curtail corporate misbehaviour is detailed by storytelling. The Wizard of OZ is the title of a story written by L. Frank Baum and published in 1899. In 1939, Metro Goldwyn Mayer Studios made a movie of the story. I have used The Wizard of Oz to argue that corporate boards and senior management need to make decisions using a balance of intellect (brains), emotionality (heart), and a sense of purpose (courage). The inspiration for using Baum’s story, as an analogy for the transformation needed in corporate boards and senior management, comes from Biberman and Whitty (Journal of Organisational Change Management 10(2):130–188, 1997). This research is based on interviews with Board members and non-executive directors from five companies listed in the Business Review Weekly (BRW) Top Twenty-five Companies in Australia (2007) and a range of secondary data sources. The financial and reputational success of the organisation and its members is out of balance with the human and social costs and benefits. Respondents confirmed that board members and senior management should willingly provide information about the corporation and its activities to its stakeholders, that information and data should be transparent, the true extent of director remuneration should be revealed and that financial reporting should be true and accurate. Board members and senior management can be assisted to operate in a way that observes socially responsible values and balances the obligation for profit maximisation with corporate social responsibilities (CSR). This study provides steps that organisations can take to achieve a balance of intellect, emotionality and sense of purpose and therefore realise their corporate social responsibility. The results of this empirical and secondary research suggest a method that may be used to make board members and senior managers more aware of their corporate social responsibilities and curtail corporate misbehaviour where the introduction of a range of new regulations has had little effect.

The outsourcing of primary activities: theoretical analysis and propositions

Abstract: There is a considerable literature comparing the virtues of markets and hierarchies as alternative governance structures for economic transactions. But governance decisions are not simple dichotomous choices, and there has been increasing recent interest in the ‘swollen middle’ of hybrid organisational forms that combine market and hierarchical elements. One such hybrid is outsourcing, which has become a topic of considerable contemporary interest both in business circles and within the academic literature. The main contribution of this paper has been to combine the insights of resource dependency theory, the resource-based view of the firm, and transaction cost economics to provide both an explanation for the outsourcing of primary activities and a set of testable propositions about firms’ propensities of outsource.

New perspectives on board research

Abstract: Research on boards of directors is at a crossroad. This special topic forum is devoted to providing new directions to research on corporate boards, by renewing paradigms and shedding light on behavioural practices and board effectiveness. In recent years, we have witnessed an increasing interest of scholars and practitioners towards boards and governance issues, going beyond the classical assumptions and expectations that are deeply rooted into a financial economics perspective. The need to suggest ‘‘New Perspectives on Board Research’’ arises both from practice, as boards confront conflicting demands, and from community of governance scholars at large. As such, the theme of our Special Issue appears to be a timely contribution; it is witnessed by an emerging stream of literature on boards of directors that challenges structuralism, a mono-theoretical approach and an overemphasis on quantitative methods. In less than a decade mainstream journals have opened a debate about future directions in research about boards of directors. Daily, Dalton and Cannella in a preface to a special issue in The Academy of Management Review in 2003 called for

Becoming the best: by beating or ignoring the best? Toward an expanded view of the role of managerial selection in complex and turbulent environments

Abstract: This paper explores how the rules that guide search affect organizational adaptation in complex and turbulent environments. Our consideration of such rules extends beyond search scope—i.e., exploitation of current technologies vs. exploration of new technologies—to include focus on competition. We consider two types of competitive focus—i.e., external, where the choice of focal technology to be improved is influenced by information about other organizations and internal, where it is not influenced by others. We refer to this expanded set of rules as managerial selection and vary it to explore how it affects organizational adaptation. Employing an agent based simulation model, built on the framework of NKC fitness landscapes, we consider multiple types of interdependencies within and between technologies and across competitors. We show that in the presence of these multiple interdependencies, the ability of organizations to adapt is conditioned as much or more by the focus of search than by its scope. In particular, we observe that in simple and stable environments, organizational adaptation is enhanced by an external focus but in complex and turbulent environments, such external focus is counterproductive.

CEO successor compensation: outside versus inside successions

Abstract: We propose that outside CEO candidates will have greater bargaining power than insiders. As a result, outside CEO successors will likely receive greater total compensation than inside CEO successors. Outside successors, meantime, pose more risk to the hiring firm than inside successors due to higher information asymmetry. As a result, outside successor compensation packages are tilted towards more performance-related pay-at-risk, while inside successor packages have a higher percentage in salary. In addition, outside successors may want to utilize the structure of their compensation at their previous firm in their new contracts. Using a sample of 99 firms with outside successors who were not CEO in their prior firms, matched by industry and size to firms that hired inside candidates, we find evidence supporting these hypotheses.

Comment on ‘A political economy of accounting standard setting’

Abstract: This comment raises questions about the appropriateness of the model proposed by Konigsgruber (J Manag Gov 14:277–295, 2010) in depicting the politics of the standard-setting process in the context of the very different regulatory contexts in the EU and the US.