Business Commons^™

Women Directors On Public Company Boards: Does A Critical Mass Affect Leverage?, Cindy K. Harris

Business and Economics Faculty Publications

This study examines the relationship between corporate leverage (the ratio of total debt to total assets) and gender diversity on US public company boards, with particular focus on boards that have at least 25% women directors. Using this critical mass of women eliminates from consideration boards with lesser female representation, whose female directors may be marginalized in their contributions to board functioning and decision-making. I hypothesize that when boards have this minimum threshold of gender diversity, the influence of risk-averse female directors will impact board decisions related to financing, resulting in lower debt ratios when compared to boards with no …

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.

Separation Anxiety: A Cautious Endorsement Of The Independent Board Chair, Lisa Fairfax

All Faculty Scholarship

This Article critically examines the competing arguments related to splitting the roles of CEO and board chair. Although the campaign for independent board chairs has received increased attention from shareholders and regulators, there has been very little academic analysis of such campaign. This Article seeks to fill this void not only by examining the campaign, but also by assessing its implications in light of the available empirical evidence and normative claims. Based on this assessment, this Article offers two conclusions. First, while there appear to be costs associated with splitting the roles of CEO and board chair, those costs likely …

A Difficult Conversation: Corporate Directors On Race And Gender, Kimberly D. Krawiec, John M. Conley, Lissa L. Broome

Faculty Scholarship

This symposium essay summarizes our ongoing ethnographic research on corporate board diversity, discussing the central tension in our respondents’ views – their overwhelmingly enthusiastic support of board diversity coupled with an inability to articulate coherent accounts of board diversity benefits that might rationalize that enthusiasm. As their reactions make clear, frank dialogue about race and gender – even a seemingly benign discussion of diversity’s benefits – can be a difficult conversation.

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

Cornell Law Faculty Publications

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, …

Toward A Theory Of Shareholder Leverage, Lisa Fairfax

All Faculty Scholarship

On Friday, April 11, and Saturday, April 12, 2014, the UCLA School of Law Lowell Milken Institute for Business Law and Policy sponsored a conference on competing theories of corporate governance.

Corporate law and economics scholarship initially relied mainly on agency cost and nexus of contracts models. In recent years, however, various scholars have built on those foundations to construct three competing models of corporate governance: director primacy, shareholder primacy, and team production.

The shareholder primacy model treats the board of directors as agents of the shareholders charged with maximizing shareholder wealth. Scholars such as Lucian Bebchuk working with this …

Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan

Journal of Business & Technology Law

No abstract provided.

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.