Business Commons^™

Independent Directors' Dissensions And Firm Value, Wonseok Choi, Monika K. Rabarison, Bin Wang

Finance Faculty Research and Publications

Using a novel dataset of independent directors’ voting activities on items proposed by managers of Korean firms, we investigate whether independent directors’ dissension in board meetings plays an effective role in enhancing firm value through improved corporate governance. Our results indicate that dissension improves firm value. This finding is robust to different measures of firm value and alternative model specifications including subsample, propensity score matching, and instrumental variable analyses. Overall, we contribute to the understanding of the relation between corporate governance and firm value. Specifically, we provide new evidence that the monitoring by independent directors enhances firm value.

Board Committees In Corporate Governance: A Cross-Disciplinary Review And Agenda For The Future, Kalin Kolev, David B. Wangrow, Vincent L. Barker Iii, Donald J. Schepker

Management Faculty Research and Publications

The importance of board committees – specialized subgroups that exist to perform many of the board's most critical functions, such as setting executive compensation, identifying potential board members, and overseeing financial reporting – has grown over time due to increased legal requirements and greater complexity of the environment in which firms operate. This has resulted in a large body of work examining board committees across the accounting, finance, and management disciplines. However, this research has developed rather independently within each discipline, preventing scholars and practitioners from developing a comprehensive understanding of board committees. To address this issue, we conduct a …

The Discretionary Effect Of Ceos And Board Chairs On Corporate Governance Structures, Matteo P. Arena, Marcus V. Braga-Alves

Finance Faculty Research and Publications

In this study we analyze the effect of latent managerial characteristics on corporate governance. We find that CEO and board chair fixed effects explain a significant portion of the variation in board size, board independence, and CEO-chair duality even after controlling for several firm characteristics and firm fixed effects. The effect of CEOs on corporate governance practices is attributable mainly to executives who simultaneously hold the position of CEO and board chair in the same firm. Our results do not show a decline in CEO discretionary influence on corporate governance after the enactment of the Sarbanes–Oxley Act and stock exchange …

Going Overboard? On Busy Directors And Firm Value, George D. Cashman, Stuart L. Gillan, Chulhee Jun

Finance Faculty Research and Publications

Abstract

The literature disagrees on the link between so-called busy boards (where many independent directors hold multiple board seats) and firm performance. Some argue that busyness certifies a director’s ability and that such directors are value enhancing. Others argue that “over-boarded” directors are ineffective and detract from firm value. We find evidence that (1) the disparate results in prior work stem from differences in both sample composition and empirical design, (2) on balance the results suggest a negative association between board busyness and firm performance, and (3) the inclusion of firm fixed effects dramatically affects the conclusions drawn from, and …

(Wp 2011-01) It Takes Two: The Incidence And Effectiveness Of Co-Ceos, Matteo Arena, Stephen P. Ferris, Emre Unlu

Department of Finance Working Papers

This study examines the phenomenon of co-CEOs within publicly traded firms. Although shared executive leadership is not widespread, it occurs within some very prominent firms. We find that co-CEOs generally complement each other in terms of educational background or executive responsibilities. Our results show that firms most likely to appoint co-CEOs have lower leverage, a more limited firm focus, less independent board structure, fewer advising directors, lower institutional ownership and greater levels of merger activity. The governance structure of co-CEO firms suggest that co-CEOships can serve as an alternative governance mechanism, with co-CEO mutual monitoring substituting for board or external …

Upheaval In The Boardroom: Outside Director Public Resignations, Motivations, And Consequences, Michael Dewally, Sarah Peck

Finance Faculty Research and Publications

We investigate the motives and circumstances surrounding outside directors' decisions to publicly announce their board resignations. Directors who leave "quietly" are in their mid-sixties and professional directors, i.e., retirees, who are retiring entirely from professional life. Directors who announce their resignation are in their mid-fifties and active professionals. Half the time they say they are leaving because they are "busy." These directors leave from firms with some weakness in their performance, but with no overt manifestations of cronyism such as excessive compensation of either the CEO or directors. The other half of the time directors leave while publicly criticizing the …

Applying Sarbanes-Oxley Principles To Colleges And Universities, Sean Goins, Don Giacomino, Michael D. Akers

Accounting Faculty Research and Publications

In the wake of the financial scandals that have occurred in the corporate sector, the public is demanding more accountability not only from corporations but also from nonprofit organizations such as universities. Institutions can enhance corporate governance by implementing some of the principles and procedures the Sarbanes-Oxley Act of 2002 (SOX) have mandated for public companies. Because public accounting firms audit universities, the firms can provide a valuable service to such clients by recommending ways in which universities can implement SOX practices that are appropriate and applicable. Although SOX does not currently apply to colleges and universities, it has created …

Whistleblowing And Good Governance, Tim V. Eaton, Michael D. Akers

Accounting Faculty Research and Publications

The Sarbanes-Oxley Act of 2002 (SOX) has forever changed corporate governance for publicly held corporations. Recent data suggest that the costs of compliance with the provisions of SOX can be very significant. Problems exist in the government and nonprofit sectors just as they do in the corporate sector. Recent alleged problems at the World Bank include kickbacks, payoffs, bribery, embezzlement, and collusive bidding. In 2002, the United Way scandal came to the public's attention. Its aftermath has had a dramatic impact on fundraising. Even universities are not immune from scandals. Organizations of all kinds should better understand what whistleblowing is, …

Do Outside Blockholders Influence Corporate Governance Practices?, Sarah Peck

Finance Faculty Research and Publications

This study investigates whether block acquisitions lead to changes in board and CEO compensation characteristics and finds that block purchasers do not play a significant role in improving the firm’s governance practices. However, the majority of professional investors have sold their block within a year, suggesting that they do not own their stock long enough to alter governance policies nor to benefit from such changes. For the smaller number of firms where a new blockholder maintains their investment for more than a year, the use of equity based CEO compensation increases while the use of cash based compensation decreases.