Business Commons^™

Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead

Lubomir P. Litov

The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors. This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, …

Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead

Charles K Whitehead

The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors. This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, …

On The Nature Of Corporations, Lynn A. Stout

Lynn A. Stout

Legal experts traditionally distinguish corporations from unincorporated business forms by focusing on corporate characteristics like limited shareholder liability, centralized management, perpetual life, and free transferability of shares. While such approaches have value, this essay argues that the nature of the corporation can be better understood by focusing on a fifth, often-overlooked, characteristic of corporations: their capacity to "lock in" equity investors' initial capital contributions by making it far more difficult for those investors to subsequently withdraw assets from the firm. Like a tar pit, a corporation is much easier for equity investors to get into, than to get out of. …

Determinants Of Voluntary Board Remuneration Committee Formation And Composition, Pamela Kent, Kim Kercher, James Routledge

James Routledge

This study provides evidence on factors that determine the voluntary adoption of corporate governance recommendations regarding remuneration committees in 2008. The findings indicate that remuneration committee existence is significantly associated with insider share ownership, institutional shareholding and change in CEO. Composition of the committee is significantly explained by independent directors and complexity measured by geographical segments (marginally). Other variables controlled for are growth opportunities, free cash flow, asset turnover, size, governance quality, debt levels, age and the presence of a big four auditor.

Redefining Internal Audit Performance: Impact On Corporate Governance, Razimah Abdullah

Razimah Abdullah

One of the preventive measures to situations akin to world financial crises increasingly forwarded is effective internal audit function (IAF) (e.g., Imhoff, 2003; Mohamad & Muhamad Sori, 2011). Internal audit, a component of corporate governance, continues to evolve due to changes in business strategies and requirements placed on it by legislators. The roles of internal auditors and audit committees (ACs), the key personnel in IAFs, are changing to a more value-added approach as business strategies move towards corporate sustainability and organisational excellence. Suggestions forwarded to improve the performance or determining the quality of IAF include effective involvement of ACs in …

The Role Of Professional Bodies In Malaysia: Supporting Good Corporate Decision-Making, Razimah Abdullah

Razimah Abdullah

No abstract provided.

Governance Of The Governing: Accountability And Motivation At The Top Of Public Organizations, Donald Nordberg

Donald Nordberg

Developments in the governance practices in UK public organizations show how ideas from the governance of listed companies have translated into public sectors bodies, government departments and the governance of parliament itself. The use of independent, non-executives directors in public bodies encapsulates the tension in the private sector between the service role of directors and how they control the executives who manage the business. This paper gives a preliminary examination of three public bodies, comparing how reform of their governance mechanisms has affected tensions in accountability and director motivation. What is evident is that the changes involve greater emphasis on …

Determinants Of Voluntary Board Remuneration Committee Formation And Composition, Pamela Kent, Kim Kercher, James Routledge

Pamela Kent

This study provides evidence on factors that determine the voluntary adoption of corporate governance recommendations regarding remuneration committees in 2008. The findings indicate that remuneration committee existence is significantly associated with insider share ownership, institutional shareholding and change in CEO. Composition of the committee is significantly explained by independent directors and complexity measured by geographical segments (marginally). Other variables controlled for are growth opportunities, free cash flow, asset turnover, size, governance quality, debt levels, age and the presence of a big four auditor.

Does Adopting Good Corporate Governance Impact The Cost Of Intermediated And Non-Intermediated Debt?, Husam Aldamen, Keith Duncan

Keith Duncan

This study examines the impact of good corporate governance practices on the reported cost of debt for Australian listed companies. Prior research has established that governance lowers the cost of non-intermediated debt (Sengupta, 1998; Bhojraj and Sengupta, 2003; Ashbaugh-Skaife, 2006). We extend this analysis to the Australian corporate debt market which is dominated by intermediated or privately held debt. Our findings are consistent with the prior work and shows that increased corporate governance lowers cost of debt. However, when we split the sample companies into intermediated and non-intermediated debt sub-samples, we find this result only holds for the non-intermediated debt …

Corporate Governance And Access To Interest Bearing Debt, Husam Aldamen, Keith Duncan

Keith Duncan

Purpose – The purpose of this paper is to extend the growing body of literature on the impact of corporate governance on debt contracting by examining if better governance is associated with access to interest bearing debt. The paper aims to explore whether no-debt companies have governance structures that are qualitatively different to debt companies within a market with a distinct corporate finance structure, such as Australia.

Design/methodology/approach – The analysis is portioned into two stages. The first stage focuses on univariate analysis which includes descriptive statistics and analysis of variance (ANOVA). The second stage introduces multivariate analysis, in the …

The Merits Of Cooperative Corporate Governance In The Digital Age, Meredith-Anne Kurz

Meredith-Anne Kurz

No abstract provided.

Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang

Christopher Chao-hung Chen

No abstract provided.

Board Members' Education And Firm Performance: Evidence From A Developing Economy, Salim Darmadi

Salim Darmadi

Empirical studies focusing on the influence of the educational backgrounds of CEO and board members on firm performance are scarce in the literature. This study makes a contribution by addressing such an issue in the context of Indonesia, a developing country that adopts a two-tier board system. Using annual reports to collect information on the educational qualification of board members, I employ a sample consisting of 160 firms listed on the Indonesia Stock Exchange (IDX). I use four measures of educational qualification in this study, namely postgraduate degrees, degrees obtained from prestigious domestic universities, degrees obtained from developed countries, and …

Do Women In Top Management Affect Firm Performance? Evidence From Indonesia, Salim Darmadi

Salim Darmadi

This paper investigates the relationship between gender diversity on management boards and financial performance of Indonesian listed companies. We conduct cross-sectional regression analysis based on a sample comprising 92.4 percent of public firms listed on the Indonesia Stock Exchange (IDX). We find that the representation of female top executives is negatively related to both accounting and market performance, suggesting that female representation is not associated with improved level of performance. From correlation analysis, our results also reveal that smaller firms, which tend to be family-controlled, are more likely to have higher proportion of female members on management boards. This implies …

Creating Quality Precision Instrument: Vfma_35 For The Conduct Of Value For Money Audit Using The Rasch Model, Razimah Abdullah, Mohd Saidfudin Masodi

Razimah Abdullah

Just like an examination paper, the reliability of a survey questionnaire as a measuring instrument is crucial if we want a good and valid instrument. The length of test and rating scale or distractor operational definition are among the determinants that will affect the validity of the instrument. However, how do we assure that we are measuring what is to be measured? This paper investigates the construct validity of an instrument named, VFMA_35 by applying the Rasch analysis. The precision of the instrument is established from the item measurement standard error (SE). Analysis using Rasch creates a functional precise instrument …

Board Diversity And Firm Performance: The Indonesian Evidence, Salim Darmadi

Salim Darmadi

This paper examines the associations between diversity of board members and financial performance of the firms listed on the Indonesia Stock Exchange (IDX). Three demographic characteristics of board members—gender, nationality, and age—are used as the proxies for diversity. Using a sample of 169 listed firms, this study finds that both accounting and market performance have significant negative associations with gender diversity. Nationality diversity is found to have no influence on firm performance. In contrast, the proportion of young members is positively related to market performance, providing evidence that young people in the boardrooms are associated with improved financial performance.

Founding Family Leadership And Industry Profitability, Trond Randoy, Clay Dibrell, Justin Craig

Justin B. Craig

In this article, we argue that firms in high-margin industries can benefit from founding family influence. Specifically, in more profitable markets, the influence of the founding family provides an additional corporate governance-monitoring function. The sample consists of 294 firm-year observations from 98 publicly traded companies headquartered in Sweden, representing approximately half of all nonfinancial traded firms. Our support that the effect of family leadership in publicly held firms should be assessed in relation to the intensity of industry competition.

La Riforma Del Controllo Contabile Delle Societa’ In Italia: “Schede Di Lettura” Del Decreto Legislativo 39/2010 In Tema Di Svolgimento Della Revisione Legale Dei Conti, Claudio Sottoriva

Claudio Sottoriva

Il contributo offre una prima lettura delle novità apportate dal Decreto Legislativo n. 39/2010 attuativo della Direttiva 2006/43/CE, relativa alle revisioni legali dei conti annuali e dei conti consolidati. La disciplina dello svolgimento della attività di revisione legale dei conti trova quindi ora riferimenti normativi nelle norme del Codice Civile e in alcune norme speciali (principalmente nel T.U.F.) nonché per quanto non diversamente disciplinato nel Decreto 39/2010. La disciplina è destinata a trovare completamento con l'emanazione di specifici regolamenti attuativi del Decreto da parte del Ministero dell'Economia e delle finanze nonché da altre Autorità (Consob, Banca d'Italia, etc.). L'analisi consente …

Innate And Discretionary Accrual Quality And Corporate Governance, Pamela Kent, James Routledge, Jenny Stewart

James Routledge

The empirical analysis presented in this paper provides further insight into the important issue of the association between corporate governance structures and the quality of reported company earnings. The analysis uses the measure of accrual quality developed by Dechow and Dichev (2002) which provides a direct measure of the quality of current accruals. We derive measures of the innate and discretionary components of accrual quality following Francis et al. (2005), and subsequently include these measures in regressions against corporate governance characteristics. The results show that sound governance structures have a positive association between the innate and discretionary components of accrual …

What Drives Tbl Reporting: Good Governance Or Threat To Legitimacy?, Pamela Kent, Reza Monem

Pamela Kent

This paper provides two complementary explanations for the adoption of triple bottom line (TBL) reporting by Australian companies. The first explanation is that companies adopt TBL reporting to legitimise their relationship with society because of adverse publicity from the media. The second explanation is that TBL reporting is adopted because of the company’s desire to achieve high-quality reporting and transparency inferred by strong corporate governance. Companies with TBL reporting had significantly more adverse media coverage before implementing TBL reporting than non-TBL companies. TBL reporting is also significantly and positively related to the existence of an environmental or sustainable development committee …

Innate And Discretionary Accrual Quality And Corporate Governance, Pamela Kent, James Routledge, Jenny Stewart

Pamela Kent

The empirical analysis presented in this paper provides further insight into the important issue of the association between corporate governance structures and the quality of reported company earnings. The analysis uses the measure of accrual quality developed by Dechow and Dichev (2002) which provides a direct measure of the quality of current accruals. We derive measures of the innate and discretionary components of accrual quality following Francis et al. (2005), and subsequently include these measures in regressions against corporate governance characteristics. The results show that sound governance structures have a positive association between the innate and discretionary components of accrual …

Corporate Governance And Disclosures On The Transition To International Financial Reporting Standards, Pamela Kent, Jenny Stewart

Pamela Kent

For reporting periods ending on or after 30 June 2004, Australian companies were required to disclose the expected impact of applying Australian equivalents of International Financial Reporting Standards effective from 1 January 2005. The objective of this paper is to examine the association between the level of disclosure and corporate governance quality. Using a sample of listed companies with 30 June balance dates, we find that the quantity of disclosure was positively related to some aspects of superior corporate governance, such as the frequency of board and audit committee meetings and the choice of auditor.

Board Interlocking Strategies In Emerging Markets: The Case Of Chile, Alfredo Enrione, Fernanzdo Zerboni

Alfredo Enrione

Interlocking directorates is a widely studied, applied measure of governance practice. Most of the research has been limited to data from developed countries and studies interlocking as an explanatory variable of other governance constructs. This work conceptualizes interlocking as a rational decision of the owner/controller of a company, as a dependent variable of board’s design, and applies the concepts in an emerging market business environment. We found significant associations between interlocking and firm characteristics such as ownership structure, industry and regulation. We finally draw some conclusions on the direct application of corporate governance theories in developing countries.

Dummy Boards And Bored Dummies: Changes Needed At Bauer Holdings, Justin Craig, James Bergmuller

Justin B. Craig

Frank Bauer rules Bauer Holdings by stealth and sees no reason why he should consider giving up his position as Chairman of the board. In this way, Frank is like many business leaders who have been involved in a multi-generational business since its founding. One of Frank's sons holds a position on the board and although Frank wants this son to eventually take over the business, the anointed son does not have the skills required or the passion to pursue the position. The third generation Bauers' are now questioning their involvement in the business and what role, if any, they …

"She Says, He Says”: Women’S And Men’S Views Of The Composition Of Boards, Alison Sheridan, Gina Milgate

Gina C Milgate

While women have continued to increase their representation in the paid workforce, their representation on corporate boards in Australia remains very low. In this paper, the views of men and women board members of publicly-listed companies in Australia concerning the adequacy of the composition of boards and the factors contributing to women’s low representation are explored and contrasted. It seems that these “successful” men and women have significantly different views on the benefits of homogeneity or diversity of board membership. While the men believe the current composition is generally adequate, the women are concerned about the lack of diversity of …