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Author: Huasheng Gao
Publisher:
ISBN:
Category :
Languages : en
Pages : 54
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Book Description
We examine the board composition and the role of outside directors in U.S. private firms. We find that compared with public firms, private firms have a higher proportion of outside directors on the boards and select their outside directors in a more responsive way to their advisory and monitoring needs. We also find that private firms' CEO turnover-performance sensitivity, earnings quality, going-public likelihood, and IPO value increase with the proportion of outside directors. These results are consistent with the view that lack of external governance in private firms leads to a greater demand for board monitoring for private firms.
Author: Huasheng Gao
Publisher:
ISBN:
Category :
Languages : en
Pages : 54
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Book Description
We examine the board composition and the role of outside directors in U.S. private firms. We find that compared with public firms, private firms have a higher proportion of outside directors on the boards and select their outside directors in a more responsive way to their advisory and monitoring needs. We also find that private firms' CEO turnover-performance sensitivity, earnings quality, going-public likelihood, and IPO value increase with the proportion of outside directors. These results are consistent with the view that lack of external governance in private firms leads to a greater demand for board monitoring for private firms.
Author: Lucian A. Bebchuk
Publisher: Harvard University Press
ISBN: 9780674020634
Category : Business & Economics
Languages : en
Pages : 308
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Book Description
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.
Author: Philip Stiles
Publisher: OUP Oxford
ISBN: 0191580937
Category :
Languages : en
Pages : 182
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Book Description
Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors. Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power. Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors. The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.
Author: Sheng-Syan Chen
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
We investigate how a shock to corporate demand for experienced directors (i.e., U.S. Congress' grant of Permanent Normal Trade Relations status to China in 2000) affects U.S. firms' board structure and board advisory role. We find that firms appoint more outside directors with China-related experience after the grant. Firms with such directors realize higher returns around announcements of investments involving Chinese firms and better post-deal operating performance, particularly when these directors reside in the U.S. The appointment of directors with China experience is also greeted more positively by the stock market and they gain more board seats after the grant.
Author: Elizabeth Hammack
Publisher: Elizabeth Hammack
ISBN: 1735583456
Category : Business & Economics
Languages : en
Pages : 168
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Book Description
THE PRIVATE COMPANY BOARD OF DIRECTORS BOOK, 2ND EDITION tells you what a Board of Directors is and what is does for a company - whether you are a founder of a new start-up company, an owner of an established family business, a business person looking to join a Board of Directors, a lawyer needing to know about Boards for a client, or just someone curious about the subject. It quickly covers basic governance concepts, Director duties, Board structure and composition, Risk Management and Strategy, Director qualities and provides sample documents for your reference and use in your Company. THE PRIVATE COMPANY BOARD OF DIRECTORS BOOK, 2ND EDITION provides the essential facts you need to know about what a board of directors is and what it does for a company, whether you are founding a new start-up company, an owner of an established business, a businessperson looking to join a board of directors, a lawyer needing to know about boards for a client, or just someone curious about the subject. This book is short and succinct with facts and suggestions easily and readily applied to the situations that private company owners and directors regularly face. This 2nd Edition adds more insights and includes overviews of risk management, and the roles directors play as direct participants as well as overseers of the larger risk management function. Quickly get up to speed on corporate governance, risk management, corporate ethics, director duties and liabilities and more. Everything you need to be a great private company director or to create a high-value board of directors for a private company.
Author: Yuan Zhao
Publisher: Kluwer Law International B.V.
ISBN: 9041136045
Category : Business & Economics
Languages : en
Pages : 242
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Book Description
More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.
Author: OECD
Publisher: OECD Publishing
ISBN: 9264200428
Category :
Languages : en
Pages : 114
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Book Description
This book sheds light on good practices concerning boards of directors of state-owned enterprises. It draws on national practices from over 30 economies.
Author: Richard Leblanc
Publisher: John Wiley & Sons
ISBN: 1119909279
Category : Business & Economics
Languages : en
Pages : 1556
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Book Description
Explore the practical realities of corporate governance in public, private, and not-for-profit environments In the newly revised third edition of The Handbook of Board Governance: A Comprehensive Guide for Public, Private and Not for Profit Board Members, award-winning professor and lawyer Dr. Richard Leblanc delivers a comprehensive overview of all relevant topics in corporate governance. Each chapter is written by a subject matter expert working in academia or industry and illuminates a different area of board governance: value creation and the strategic role of the Board, risk governance and oversight, board composition and diversity, the role of the board chair, blind spots and trendspotting in the boardroom, audit committee efficacy, and more. This latest edition contains updated coverage of a wide variety of key topics, including: Governing, auditing, and working from home, as well as conducting virtual and hybrid meetings New and necessary skillsets for directors, including contemporary environmental, social, and governance considerations for firms Diversity, equity, and inclusion issues impacting boards and firms, as well as the risks posed by corruption, organized crime, and cyber-crime An essential resource for board members and directors of organizations of all kinds, The Handbook of Board Governance is also an important source of information for managers and executives seeking greater understanding of the role of the board in the day-to-day and long-term management of a modern firm.
Author: Maria Aluchna
Publisher: Springer
ISBN: 3319552066
Category : Business & Economics
Languages : en
Pages : 304
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Book Description
This book discusses the tasks and functions of corporate governance in the light of current challenges and the dynamics that arise from a broader approach to company management and the integration of corporate governance with corporate social responsibility (CSR) and sustainability. Addressing the corporate governance shortcomings that are believed to have contributed to the recent financial crisis, it explores the interplay between corporate governance and CSR, and includes examples of company practice to show how such changes affect the practices of shareholders, boards of directors and regulators. In particular, the book examines shareholders’ activities, their different investment strategies, specific reporting expectations and the submission of proposals to the annual meeting. Further, for boards of directors it explores the need to revise their tasks with respect to the criteria for executive appointments, their corporate strategy, performance measures and diversity recommendations, while for directors it provides recommendations to reconsider the structure of executive pay and performance incentives. Lastly, for regulators the book investigates the need to introduce new laws addressing, for instance, the need for integrated reporting, limiting the voice of short term oriented shareholders and providing guidelines for executive compensation.
Author: Ettore Croci
Publisher: Springer
ISBN: 3319966162
Category : Business & Economics
Languages : en
Pages : 167
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Book Description
Boards of directors are a central feature of any corporate governance regime. The role of directors and how they affect firm value and policies is examined in depth in academic literature. However, it is easy to get both lost and overwhelmed when searching through the literature review that investigates several characteristics, often one at the time. This book provides a careful and concise look at corporate finance literature, specifically with regard to the board of directors, summarizing the main findings and reconciling them. This book documents the pros and cons associated with the various attributes of the board and the directors as found in the current literature and provides sections geared specifically to practitioners in this space, as well, allowing for a better and more comprehensive description of this important corporate governance mechanism. The resulting book aims to facilitate the interpretation of changes in corporate governance through the lens of the recent academic literature.
