独立董事学习效应

ABSTRACT Combining the company’s risk of financial fraud predicted by the machine learning method and unique Chinese data of board voting, this study investigates whether independent directors can identify the company’s risk of financial fraud. We find that independent directors are more likely to express dissenting opinions on board’s financial-related proposals when the company has a higher risk of financial fraud; this impact is more pronounced when independent directors have more financial backgrounds or higher reputations. Further study shows that companies with independent directors’ dissension have a lower risk of financial fraud in the future after controlling the risk of financial fraud in the current year. Our findings indicate that independent directors can identify the company’s risk of financial fraud and play as a supervisor, thereby reducing the probability of the company’s future financial fraud. Our findings provide direct empirical evidence for the effectiveness of the independent director system and enhance our understanding of independent directors’ actual voting behaviour.

Artificial intelligence methods based on deep learning (DL) have recently made significant progress in many different areas including free text classification and sentiment analysis. We believe that corporate governance is one of these areas, where DL can generate very valuable and differential knowledge, for example, by analyzing the biographies of independent directors, which allows for qualitative modeling of their profile in an automatic way. For this technology to be accepted it is important to be able to explain how it generates its results. In this work we have developed a six-dimensional labeled dataset of independent director biographies, implemented three recurrent DL models based on LSTM and transformers along with four ensembles, one of which is an innovative proposal based on a multi-layer perceptron (MLP), trained them using Spanish language and economics and finance terminology and performed a comprehensive test study that demonstrates the accuracy of the results. We have also performed a complete study of explainability using the SHAP methodology by comparatively analyzing the developed models. We have achieved a mean error (MAE) of 8% in the modeling of the open text biographies, which has allowed us to perform a case study of time analysis that has detected significant variations in the composition of the Standard Expertise Profile (SEP) of the boards of directors, related to the crisis of the period 2008–2013. This work shows that DL technology can be accurately applied to free text analysis in the finance and economic domain, by automatically analyzing large volumes of data to generate knowledge that would have been unattainable by other means.

This study examines the impact of corporate governance on sustainability-related risk in Indian banks across crisis and post-crisis periods. Using data from 37 public and private banks between 2006 and 2018, it analyzes how board characteristics influence liquidity and solvency risk. Panel regressions and a decision tree-based machine learning approach reveal consistent results: director busyness is associated with higher liquidity risk, while higher director and auditor fees are linked to improved liquidity management. Smaller, more independent boards and higher director fees are associated with lower solvency risk. The findings contribute emerging-market evidence on the governance–risk nexus and offer policy implications for bank governance and financial stability.

ABSTRACT In China, where human relations are valued, the value of private relations is important to study. Therefore, based on the background of Chinese local relationship culture and the data of A-share listed companies from 2006 to 2023, this study empirically tests whether technical independent director–CEO friendliness affects enterprise dual innovation. The findings show that technical independent director–CEO friendliness can promote dual innovation, with alleviating management myopia and enhancing professors’ knowledge-sharing serving as important mediating mechanisms. When independent directors attend board meetings more frequently and the independent director team is smaller, technical independent director–CEO friendliness has a stronger positive effect on enterprises’ dual innovation. These research conclusions not only help reconcile the paradoxical conflict between independent director’s consulting and supervision functions but also provide a decision-making reference for enterprise dual innovation.

Purpose As an important corporate governance mechanism, independent directors have the responsibility to promote a high standard of carbon information disclosure (CID) by firms. The purpose of this study is to investigate the effect of independent director network on CID. Design/methodology/approach The authors establish the independent director network of Chinese A-share listed firms and evaluate the extent of CID by using text analysis methods on corporate annual reports and corporate social responsibility reports. Findings The authors discover a positive effect of the independent director network on CID. Mechanism tests show that this effect is associated with the advisory and monitoring roles of independent directors. Further analysis shows that firms with higher adjacent companies’ CID and stricter government environmental regulation can better leverage independent director network to promote CID. Originality/value This study enhances the current research by offering empirical evidence regarding the determinants of CID and social network of independent directors. This study also provides novel insights into the advisory and monitoring roles of independent directors.

This study examines how the appointment of an audit committee (AC) member as the lead independent director (AC_LID) is associated with AC oversight quality. On one hand, this designation can elevate AC prominence and authority on the board and improve AC oversight quality. On the other hand, appointing an AC_LID may overburden the AC member and compromise oversight quality. Consistent with the enhanced AC authority argument, we find that the presence of an AC_LID is positively associated with oversight quality, but only when AC personal power is weak. The impact of AC_LID on oversight quality is not due to the personal power effect, the accounting expertise effect, or the executive compensation effect. Only AC_LIDs who are not overburdened exhibit a beneficial effect, and their connections with CEOs do not compromise oversight quality. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: M49; G30.

This paper investigates whether and how independent director‐affiliated corporate donations affect stock price crash risk in China. We find a significant positive relationship between affiliated donations and future crash risk. The relationship is more significant for firms with weak internal governance and limited external monitoring, when affiliated directors serve on the audit committee, and in non‐state‐owned enterprises. Overall, our findings suggest that the social ties built through affiliated donations undermine rather than enhance director monitoring, and that agency theory has more explanatory power than resource dependence theory for understanding the impact of affiliated donations on stock price crash risk.

Using the analytical framework of social identity theory, this paper explores how a special corporate governance arrangement in the Chinese capital market, i.e., independent directors' re‐appointment, affects corporate ethical behaviours. Using the bivariate probit model, we find that independent directors’ re‐appointment significantly increases corporate fraud propensity, indicating that the favouritism towards re‐appointed independent directors by firms generated from social identity plays a dominant role in the corporate governance outcome in a relationship‐based society. Our results remain consistent after using an exogenous shock to alleviate the endogenous problems. The policy implication of this paper is that the corporate arrangement of re‐appointed independent directors in the Chinese capital market may impair stakeholders’ benefit and weaken business ethics. Top‐level institutional design should be improved and consider thoroughly the effects of social identity on corporate governance outcomes.

Abstract Executives trade more profitably and opportunistically over the course of the tenure of independent directors (IDs). IDs’ increased connections with and hence allegiance to executives are likely the channel through which ID tenure can affect executive trading. Executive opportunism is mitigated by disciplinary factors that include the presence of a firm’s internal trading policy, blockholders, and IDs with legal expertise as well as the risk of shareholder-initiated derivative lawsuits. These results point to an association between long-tenured IDs and weakened corporate governance.

We study whether legal liability protection helps companies to recruit and retain high-quality independent directors. We conduct difference-in-differences analyses exploiting the 1999 Ninth Circuit Court of Appeals Ruling on the Silicon Graphics case, which substantially raised the bar for filing securities class action (SCA) lawsuits as a shock. We document supporting evidence for the talent attraction hypothesis by showing improvements in newly recruited independent director quality following the ruling, but only for candidates who are previously not exposed to SCA litigation risk. The effects are stronger for firms facing greater litigation risk ex ante or smaller local supplies of director candidates. Results are more evident for experience-based quality dimensions. We also analyze a sample of voluntary independent director departures and find little support for the talent retention hypothesis, suggesting that more complex factors enter into a director’s continuation decision once a director is already exposed to SCA litigation risk. A policy implication is that liability protection can be useful in attracting more unexposed high-quality candidates to the pool of public boards but does little to attract high-quality candidates who are already in the pool of public firms. This paper was accepted by Gustavo Manso, finance. Funding: H. Zou acknowledges the financial support from a competitive General Research Fund (GRF) grant from the Research Grants Council of the Hong Kong Special Administrative Region, China [Project No. HKU 17513816]. S. Shen acknowledges the financial support from the National Natural Science Foundation of China [Grants 72202164 and 72332003]. The work was partially carried out while R. W. Masulis visited the University of Hong Kong as an FBE visiting researcher, and he thanks the Faculty of Business and Economics of the University of Hong Kong for its sponsorship. Supplemental Material: The online appendix and data files are available at https://doi.org/10.1287/mnsc.2020.03743 .

The purpose of this study was to examine the effect of characteristics based on gender, ownership, financial educational background of independent directors as part of the corporate governance organs on tax management in the basic materials sector of companies, industry, consumer cycles and non-consumer cycles in Indonesia. This research uses quantitative methods. The sampling method in this study used a purposive sampling method. The data taken in the annual report is in the form of company financial data for 2019-2021 on the IDX by conducting content analysis to obtain profiles of independent directors. The study used multiple linear regression analysis with unbalanced panel data and REM approach. Based on the tests conducted, gender and years of service have no significant effect on tax management. Meanwhile, the financial education background of independent directors has a significant positive effect on tax management. This research has several limitations. First, this research only focuses on certain sectors. Second, the measurement of the independent director's financial background education variable is only based on the information reported in the annual report, so it can cause bias if background education information is not reported in the annual report.

This study aims to examine the Maqashid Shariah Performance of Islamic banks in Indonesia by considering the influence of Intellectual Capital (IC) and aspects of the Shariah Supervisory Board (SSB), namely SSB reputation and SSB tenure. This study uses a sample of Islamic banks registered with the Financial Services Authority with a sample of 14 Islamic banks during the period 2008-2020. This research uses panel data regression model analysis. The analytical techniques used in this study are statistical tests, preliminary tests (Breusch-Pagan, likelihood test, Hausman test), diagnostic tests (heteroscedasticity test and autocorrelation test), and hypothesis testing. Based on the results of the three preliminary tests in determining the panel data regression model, this study will use a fixed effect model to examine the relationship between variables in regression models one and two. The results of this study reveal that intellectual capital has a positive impact on the Maqashid Shariah Performance of Islamic banks in Indonesia, this indicates that greater utilization of intellectual capital leads to an increase in the Maqashid Shariah Performance. The SSB Reputation variable negatively affects Maqashid Shariah Performance, this happens because there are many SSB who have positions on the National Standards Board (DSN) which can reduce focus so that the performance of SSB members cannot be implemented optimally, therefore it can reduce Maqashid Shariah Performance. In addition, the tenor of SSB does not affect the performance of Islamic maqashid Islamic banks in Indonesia, because the results of this study indicate that the average tenor of SSB is 5-6 years in Islamic banks. Where this proves that there is no influence of the length of time or not the term of office of the SSB on the performance of Islamic banks because the experience gained is not only in Islamic banks themselves. In addition, the longer the term of office spent as a member of the SSB, the higher the company's performance because the SSB feels more experienced and has prospects within the company. This study could not prove the moderating role of the reputation and tenure of the Shariah Supervisory Board in strengthening the relationship between intellectual capital variables and Maqashid Shariah Performance.

No abstract available

This study aims to provide new evidence linking director tenure to corporate misconduct by analyzing the sample of publicly listed companies in China from 2009 to 2022. The findings reveal a significant positive correlation between director tenure and corporate misconduct, which is negatively moderated by director network position. Further analysis shows that both independent and non-independent directors’ tenure increases the likelihood of corporate misconduct, while the centrality of independent and non-independent director networks negatively moderates these corresponding effects. Moreover, external audit quality plays a mediating role in the relationship between director tenure and corporate misconduct. This study elucidates the boundary conditions and mechanisms of corporate misconduct, supporting the management friendliness hypothesis. It offers practical implications for regulators and policymakers to strengthen board governance and audit oversight, thereby contributing to the research on the prevention of corporate misconduct. The limitations of the study include its geographical focus on the Chinese market, suggesting that future research should explore cross-national differences. These findings provide valuable insights for preventing corporate misconduct and promoting corporate sustainability.

Purpose: This research investigates the impact of board of director diversity on a company’s disclosure of Sustainable Development Goals (SDGs). The term board diversity encompasses a range of characteristics, including but not limited to nationality, gender, age, tenure, educational level and financial expertise. Design/methodology/approach: A sample was drawn from the non-financial sector of Indonesian listed companies over the period 2021–2023, and included only those companies that had issued sustainability reports in accordance with the Global Reporting Initiative (GRI) standards. The hypothesis was tested using ordinary least squares with fixed effects and robust standard errors. Findings/results: The results indicate that overall board diversity significantly impacts the disclosure of SDGs. Further analysis demonstrates that diversity in terms of age, educational level and financial expertise enhances this disclosure. In contrast, diversity in terms of nationality, gender and tenure does not have the same impact. The results are coherent when the SDGs are categorised according to their respective pillars. Practical implications: This research provides insights for companies to prioritise diversity in age, education and financial expertise when selecting board members. This strategy can enhance SDG disclosure transparency and strengthen the company’s reputation with investors and stakeholders. Originality/value: The literature on the relationship between board diversity and corporate SDG disclosure is limited. This study contributes by highlighting the importance of prioritising diversity in age, education and financial expertise when selecting board members.

This study aims to examine the effect of board diversity in the form of tenure, level of education and expertise on firm value. The sample in this study used property, real estate and construction companies listed on the Indonesia Stock Exchange in 2017-2021. Based on the results of purposive sampling, 210 companies were obtained that met the sample criteria. This study used quantitative methods and multiple regression analysis using secondary data in the form of annual reports and financial reports available on the Indonesia Stock Exchange. The results of hypothesis testing show that the diversity of board experience has a positive effect on firm value while the diversity of tenure and education level of the board of directors has no effect on firm value. The findings of this study can be used by companies in establishing good corporate governance to improve company performance and investor confidence

Abstract: This study aims to analyze the effect of the characteristics of the Sharia Supervisory Board on the Maqashid Syariah Index at Islamic commercial banks in Indonesia for the period 2014-2023. This study uses a quantitative method, descriptive approach, with the sample being the entire population of this study, namely all Islamic commercial banks in Indonesia registered with the OJK during the period 2014-2023, a many of 16 Islamic commercial banks. Hypothesis testing in this study uses panel data regression analysis and Stata 17 as a tool. The results showed that age has a significant positive effect on the Maqashid Syariah Index. In contrast, size, tenure, and proportion of women have a significant negative effect on the Maqashid Syariah Index. Meanwhile, the frequency of meetings has no effect on the Maqashid Syariah Index. Keywords: Islamic Commercial Banks, Sharia Supervisory Board, Maqashid Syariah Index

Abstract This study reckons that although a lot of debate has gained currency of late on whether board diversity is associated with environmental performance, empirical evidence that delved into the effects of age, tenure, and gender board diversity and the moderating effect of board independence are yet to be conducted. This study aims to point out how these board diversity attributes can serve as drivers for environmental performance. Using 14,878 firm-year observations from 11 Asia-Pacific countries, the results indicate that the level of environmental performance is positively associated with age and gender board diversity and negatively associated with tenure board diversity. This striking result can be attributed to the management friendliness hypothesis where long-serving on the board is causing a management-friendly bias, which ultimately reduces environmental activities. The findings of this study also support that board independence moderates the associations between tenure and gender diversity and environmental performance. The findings of this study make valuable implications for understanding how board diversity can serve as a driver for the environmental performance issue.

Exploring the relationship between corporate social responsibility (CSR) strategy, family business, and board characteristics in Thailand provides invaluable insights into how boards of family businesses integrate CSR considerations, leading to responsible business practices and sustainable development in Thailand. Relying on the top 100 listed firms in the Stock Exchange of Thailand and the Refinitiv's CSR strategy score, we find that family business firms or firms with CEO serving as the chairman of board engage less CSR strategy, being consistent with the agency cost hypothesis and the expropriation view of family businesses. Additionally, in line with the resource dependency theory, female directors, independent directors, board tenure, and board size positively influence a firm's CSR. Additional analyses including the Heckman's sample selection bias and 2SLS instrumental variable approaches show that our results are robust and are not driven by unobserved heterogeneity. More importantly, gender diversity is an exemplary governance mechanism as it is the only board characteristic with a positive effect on CSR in both family and non‐family sub‐samples. While board tenure is positively associated with CSR in the non‐family business sample, larger board size and more board independence in the family business positively influence a firm's CSR. Findings from the family business sample support the functional view of board and socioemotional wealth of family firms.

The purpose of this research is to test tax avoidance taking into account the influence of political connections, as well as tenure of the board of commissioners and compensation of the board of commissioners as moderating variables. The population used in this study are commercial banks registered with the Financial Services Authority (OJK) with a sample of 205 out of a total of 41 banking sector companies in 2017-2021. This study uses panel data regression model analysis. The analysis techniques used in this study were descriptive statistical tests, preliminary tests ( Breusch-Pagan, likelihood tests, Hausman tests ), diagnostic tests (heteroscedasticity tests and autocorrelation tests), and hypothesis testing. Based on the results of the three preliminary tests in determining the panel data regression model, this study uses a random effect model to test the relationship between variables in model 1 and model 2 to test the hypothesis. The results of this study indicate that political connections have a negative effect on tax avoidance, meaning that the board of commissioners who have political connections does not change the characteristics of their special relationship with the government to always pay taxes according to the proper tax rate. The board of commissioners tenure variable has a positive effect on tax avoidance, this shows that the length of the term of office of members of the board of commissioners triggers more aggressive characteristics to take tax avoidance actions without looking at the risk-taker for the company as well as the reputation of the term of office as the board of commissioners. The Compensation variable of the board of commissioners has a positive effect on tax avoidance, this shows that giving compensation to members of the board of commissioners will reduce the level of profit after tax due to burdens or costs borne by the company. So what happens is the lower the taxable profit, the lower the effective tax charged. Meanwhile, this study can prove the role of the board of commissioner's tenure variable in strengthening the relationship between political connections and tax avoidance. Also, proving the role of the board of commissioner's compensation variable does not affect the relationship between political connections and tax avoidance.

This study aims to examine the effects of board mechanisms (board size, board independence, board gender, board educational background, board tenure, foreign directors on board, board leadership–CEO duality, board sub-committees, frequency of board meetings and CEO power) on the sustainability performance (SP) of listed Sub-Saharan Africa (SSA) firms during 2010–2019. The study employed a two-step system generalized method of moments (GMM) estimation technique to test the hypothesised relationships among the variables. The results indicate that a positive and significant relationship exists between board tenure and environmental and economic SP. Board size and frequency of board meetings are positively linked with environmental and social SP. Additionally, the number of board sub-committees is positively correlated with social and economic SP. However, the board of directors’ educational background is negatively associated with both social and economic SP. Diversely, board independence, educational background, and frequency of board meetings displayed a positive connection with the combined SP. These results suggest that board mechanisms have a significant influence on sustainability performance. Our findings offer useful insights for companies, regulatory bodies, and varied stakeholder groups in SSA countries to promote the connection between board mechanisms and SP beyond the present frontiers because it suggests thinking around specific board mechanisms that meet the demand for greater accountability for sustainability performance.

The purpose of this study is to dissect the ways in which institutional ownership, the number of years a board has been in operation, and the representation of women on the board each influence the strength of the association between risk disclosure and other parameters. Purposive sampling was utilized to collect data from commercial banks registered with OJK between 2017 and 2021. From 41 different locations, 205 samples were taken. To test their hypothesis, the researchers used a panel data regression model. Several different types of descriptive and inferential statistics tests were utilized in this investigation, including but not limited to likelihood, Breusch-Pagan, and Hausman tests, as well as tests for heteroscedasticity and autocorrelation. We utilize the fixed effect model to analyze the correlation between the variables in Regression Models 1 and 2 based on the results of the aforementioned three preliminary tests for the panel data regression model. According to the data, the presence of female board members has no influence on risk disclosure, but the length of time a board has been in existence and institutional ownership both positively increase risk disclosure. Risk disclosure is linked to board tenure and gender parity, although it is unclear how much of an effect institutional ownership characteristics have on this correlation. The study's goal is to clarify the role that shareholders play on corporate boards. To better use shareholder responsibilities, especially institutional ownership, by companies.

Abstract This study aims to examine and develop an understanding of the effect of corporate governance and financial slack on R&D investment by exploring the influence of ownership structure and board characteristics which consequently can influence the expansion or reduction of a company's R&D budget. Using the purposive sampling method, 41 samples of pharmaceutical companies were selected which were listed on the IDX in 2013-2019. The results of hypothesis testing concluded that managerial ownership, tenure of independent commissioners, and financial slack proved to have a significant positive effect on R&D investment decisions. Meanwhile, institutional ownership, the proportion of independent commissioners, educational level of directors, and education of directors do not have a significant influence on R&D investment decisions in pharmaceutical companies in Indonesia. The results of this study indicate that the management ownership structure and the characteristics of independent commissioners are elements of corporate governance that are able to play a role in aligning the interests of management and shareholders in making R&D investment decisions in pharmaceutical companies in Indonesia. In addition, this study also found that R & D investment tends to increase when companies have large financial slack. The results of this study contribute to management in making better R&D investment decisions. Keywords: Corporate Governance; Financial Slack; Managerial Ownership; R & D investment   Abstrak Penelitian ini bertujuan untuk mengkaji dan mengembangkan pemahaman tentang pengaruh antara corporate governance dan financial slack terhadap  investasi R&D  dengan mengeksplorasi pengaruh struktur kepemilikan dan karakteristik dewan yang konsekuensinya dapat mempengaruhi perluasan atau pengurangan anggaran R&D perusahaan. Dengan menggunakan metode purposive sampling, terpilih  41 sampel perusahaan Farmasi yang terdaftar di BEI tahun 2013-2019. Hasil pengujian hipotesis menyimpulkan bahwa kepemilikan manajerial, masa jabatan komisaris independen, dan financial slack terbukti berpengaruh positip signifikan terhadap keputusan investasi R&D. Sementara  kepemilikan institusional, proporsi komisaris independen, tingkat pendidikan direksi, dan bidang pendidikan direksi tidak memiliki pengaruh signifikan terhadap keputusan investasi R&D pada perusahaan farmasi di Indonesia. Hasil penelitian mengindikasikan bahwa struktur kepemilikan manajemen, dan karakteristik komisaris independen merupakan unsur corporate governance yang mampu berperan dalam mensejajarkan kepentingan antara manajemen dan pemegang saham dalam pembuatan keputusan investasi R &D pada perusahaan Farmasi di Indonesia. Selain itu penelitian ini juga menemukan bahwa investasi R & D cenderung meningkat ketika perusahaan mempunyai slck financial yang besar. Hasil penelitian ini memberi kontribusi bagi manajemen dalam membuat keputusan investasi R &D yang lebih baik.   Kata Kunci:Corporate Governance; Financial Slack; Kepemilikan Manajerial; Investasi R & D

This study examines the impact of female CEOs on corporate cash holdings in listed Malaysian firms, addressing mixed findings on gender diversity in financial management. Drawing from Upper Echelons and Agency Theories, the hypothesis is that female CEOs hold less cash, with this effect moderated by corporate governance and CEO power. The study analyses 246 publicly listed firms in Bursa Malaysia from 2009 to 2019, using 5,689 firm-year observations. Financial data were sourced from DataStream, and governance and CEO profile data were manually collected from annual reports. Panel regression analysis was employed to test the hypotheses, controlling for firm size, performance, leverage, and market-to-book value. Governance variables (board independence, size, and female representation) and CEO power dimensions (founder status, duality, tenure, ownership, multiple directorships, and education) were examined as moderators. The results show that female CEOs are associated with lower cash holdings, with board independence mitigating and female board amplifying this effect. CEO power, such as multiple directorships and postgraduate education, also influences cash holdings, with experienced and educated female CEOs holding more cash. The findings highlight the complex role of gender diversity, governance, and CEO power in shaping financial strategies, offering insights for corporate governance improvements and policy considerations.

This study examines the relationship between co‐opted directors (CODIR), measured as the fraction of directors appointed after the Chief Executive Officer (CEO) assumes office to board size, and firms' financial distress risk (FFDR). Understanding the relationship between CODIR and FFDR is imperative due to the significant impact of high risk‐taking on financial crises and the heightened expectations placed on board members for risk oversight. Despite growing research on corporate governance and FFDR, little attention has been paid to the role of CODIRs, presenting a significant gap in the literature. Using a US sample from 1996 to 2019, covering 13,486 firm‐year observations, we document that CODIR reduces FFDR, supporting the hypothesis that co‐opted directors have a lower financial distress risk‐taking propensity than their non‐co‐opted counterparts. We also find that a critical mass of at least three CODIRs and independent CODIRs reduces FFDR. Our results also document that CEO power in the form of CEO duality and CEO tenure, external monitoring in the form of the number of analysts following the firm, competition, and takeover susceptibility do not drive our main conclusions for co‐option and FFDR. Finally, the results show that CODIR reduces FFDR through liquidity channels. The findings remain robust to various definitions of co‐option and distress risk, and are consistent in both difference‐in‐differences analysis and propensity score matching.

The purpose of this paper is to investigate corporate financial disclosure via Twitter among the top listed 350 companies in the UK as well as identify the determinants of the extent of social media usage to disclose financial information.,This study applies an unsupervised machine learning technique, namely, Latent Dirichlet Allocation topic modeling to identify financial disclosure tweets. Panel, Logistic and Generalized Linear Model Regressions are also run to identify the determinants of financial disclosure on Twitter focusing mainly on board characteristics.,Topic modeling results reveal that companies mainly tweet about 12 topics, including financial disclosure, which has a probability of occurrence of about 7 percent. Several board characteristics are found to be associated with the extent of Twitter usage as a financial disclosure platform, among which are board independence, gender diversity and board tenure.,The extensive literature examines disclosure via traditional media and its determinants, yet this paper extends the literature by investigating the relatively new disclosure channel of social media. This study is among the first to utilize machine learning, instead of manual coding techniques, to automatically unveil the tweets’ topics and reveal financial disclosure tweets. It is also among the first to investigate the relationships between several board characteristics and financial disclosure on Twitter; providing a distinction between the roles of executive vs non-executive directors relating to disclosure decisions.

Despite intense scrutiny from investors, markets, and regulators, many public companies have no formal succession plans. Anecdotal evidence links succession risk to significant value destruction, but there is limited academic research evaluating the effects of succession planning on chief executive officer (CEO) turnover outcomes. We provide evidence that succession planning reduces the cost of management transitions by improving their efficiency. Firms with succession plans experience not only lower uncertainty around turnover events but also a faster reduction in uncertainty over the incoming CEO’s tenure, consistent with faster learning about CEO-firm fit. Succession planning also raises the quality of the CEO-firm match, as evidenced by longer CEO tenure, and improves the board’s readiness to replace an underperforming CEO, increasing turnover performance sensitivity. This paper was accepted by Suraj Srinivasan, accounting.

Abstract The central focus of the study is to assess corporate governance effectiveness in mitigating risk and controlling risk behavior of management of Indian firms. From sample of 270 NSE listed Indian firms for period of 9 years ranging from 2007–2008 to 2015–2016 using partial least square structural equation modeling (PLS-SEM) method an alternative to covariance-based SEM was applied to test hypothesis. While testing hypothesized negative relationship between good governance and risk-taking as documented in prior research, our results have shown contradictory results only in case of effectiveness of committee level governance especially compensation and risk committee effectiveness has failed to significantly claim causality on compensation risk and other risk measured through financial and investment risk. Similarly, board structure and activities have failed to reduce compensation sensitivity to performance, while as, characteristics like board diversity, expertise, average tenure, and CEO vested power boards have positive inclination to debt financing and spending on research and development. However, using Cohens D, called effect size, all corporate governance constructs have no or very minimal contribution in explaining changes in risk variability, thus creating ample scope for improvements in Indian corporate governance system.

Detailed instructions for preparing your paper for submission to This study examines the impact of corporate governance mechanisms specifically blockholder ownership, independent commissioner experience, and director experience—on company performance in Indonesian manufacturing firms listed on the Indonesia Stock Exchange between 2020 and 2023. The objective is to understand how these governance variables contribute to improving company outcomes, particularly in emerging markets with unique governance challenges. Using secondary data from financial reports and corporate filings, the study employs regression analysis to assess the relationships between these variables and company performance. The results show that blockholder ownership has a limited effect on company performance, likely due to governance challenges such as weak regulatory frameworks and conflicting interests among blockholders. Conversely, independent commissioner experience significantly enhances company performance by improving strategic decision-making and reducing agency costs. Similarly, the collective experience of the board positively influences performance, with experienced directors better equipped to navigate business challenges and make informed decisions. In conclusion, the study highlights the critical role of strong corporate governance in shaping firm performance. It recommends that firms in emerging markets optimize governance structures by ensuring alignment between blockholders and management, prioritizing the recruitment of experienced independent directors, and fostering a diverse and experienced board to drive long-term success. These findings have practical implications for policymakers, regulators, and corporate boards aiming to enhance organizational outcomes in emerging markets.

The study aimed to evaluate the effect of  Corporate Governance Dynamic on  Leverage on non-financial sectors of emerging countries (Pakistan, India, and Bangladesh ) during the study period of 2014 to 2023. The nature of the study is quantitative and secondary therefore data has been extracted from the respective websites of the companies and stock exchange  from the pharmaceutical, cement, and food industries. Moreover, the  Random effect model was used to on the bases of diagnostic test to identify the cause and effect. The findings of the study reveal that director remuneration, and board education in Pakistan showed positive and significant effects but Board size, board experience showed significant and negative effects on the capital structure decision. While board diversity, firm size found an insignificant association with leverage in Pakistan. For firm size showed an insignificant effect but board size, direct remuneration, and board education showed a negative and significant effect on leverage while board experience, board diversity was a positive and significant effect on leverage. Moreover, in India, board experience, board diversity, and board education was a significant but negative effect on leverage but board size, direct remuneration, firm size showed a positive and significant effect on the leverage of non-financial firms.

The study explores the nexus of board capital and sustainability reporting. Panel data regression was employed on a sample of 80 Indian companies from FY 2016-17 to FY 2021-22. The results revealed that board education, experience, expertise and social connections positively impact sustainability reporting quality. This study expands the literature on the measurement of board attributes in terms of board capital to identify the director’s characteristics relevant to enhancing sustainability reporting quality in Indian companies. This would provide implications for practitioners and future researchers, especially in the context of emerging economies like India where institutional and regulatory environments are transitioning to inculcate sustainability in companies.

We develop a new measure of director quality by conducting a meta‐analysis of the leadership literature and extracting the common characteristics of experience, creativity, social capital, talent, and education. From these five characteristics we create an integrated leadership model of director quality and examine its relation to a firm's success in securing government subsidies. We find that firms with higher‐quality boards secure larger subsidy amounts and receive subsidies more consistently. We establish causality using instrumental variables and a difference‐in‐differences design exploiting the staggered adoption of Corporate Opportunities Waiver laws.

This paper investigates the antecedents of lead director selection in the US context. Specifically, how do rational and social factors influence the likelihood of being selected as the lead director?Results for independent directors in S&P 1500 firms from 2000 to 2021 support the positive effect of both board capital (human capital and social capital) and social embeddedness with the CEO (university ties and demographic similarity) as factors in the selection of lead directors. Results also show that among late adopters, the effect of human capital (board experience) on selection is strengthened, and the effect of demographic similarity to the CEO on selection is weakened.First, building on the director selection model, this paper further differentiates the rational and socialized perspectives by integrating the diffusion model. Specifically, among late adopters, rational factors play a larger role, and socialized factors play a smaller role in the lead director selection. Second, for the literature on the boards of directors, this paper provides unique individual‐level insights about directors' attributes and their interactions with firm‐level timing of practice adoption.The new governance practice of having a lead director, a leader of independent directors, has emerged and spread in the United States since 2000. As attention to the lead director governance practice increases, this paper focuses on the complexity of its adoption. Specifically, both rational (board capital) and socialized (social embeddedness with the CEO) factors can play a role in the lead director selection. Related stakeholder groups such as directors, investors, and policymakers should be aware of the potential symbolic adoption of this new governance practice.

Purpose This study aims to theorize the rarely explored moderation of firm financial performance measured by return on assets (ROA) in the nexus of various numerical representations and specific characteristics of women directors with Corporate Sustainable Practices (CSP). Design/methodology/approach This study applies ordinary least squares with panel-corrected standard errors to data collected from a stratified random sample of 330 Pakistani-listed companies, covering 2013–2022. Findings The findings explain that ROA amplifies or positively moderates the relationship of women directors – their experience, business education, independent status and its associated experience and audit committee representation – with CSP. However, positive moderation is not found for boards with a single female director unless the number of women directors increases to two or more. In contrast, with CSP, no significant moderation is observed for the nexus of women directors having executive status and its associated experience and education in fields other than business. Furthermore, ROA accentuates the positive effects of women directors’ master’s or higher qualifications on CSP more than it does for their bachelor’s or below education. Practical implications This study offers valuable practical insights for all key stakeholders that increasing ROA pronounces the positive role of various numerical representations and other characteristics of women directors in uplifting CSP in Pakistan, where its slow adoption is still a serious concern. Originality/value This study has the originality to theorize and explore the unique moderation of ROA in the association between women directors’ diverse characteristics and CSP to enrich the literature, theory, methodology and practice.

PurposeDirectors’ human capital has long been recognised as vital to ensuring effective corporate governance. While previous studies have sought to link director human capital with specific firm-level outcomes, there are persistent challenges facing researchers who seek to understand better what kind of human capital makes a difference to effective board role execution. This study aims to understand whether the way directors fulfil their roles and contribute to boardroom dynamics is shaped by any human capital they gain via senior executive experience.Design/methodology/approachWe draw insights from 30 in-depth, semi-structured interviews with Indian directors to capture their perceptions and experiences of how a specific kind of human capital, namely the C-suite experience, affects directors' boardroom dynamics and board role execution.FindingsWe highlight how directors with executive experience appear to have a more salient set of human capital to draw on. Specifically, they report navigating governance processes differently, displaying a more contextualised understanding of boardroom dynamics and having a broader understanding of the firm’s problems. Doing so enables them to foster constructive board-management relationships and improve their service role execution.Research limitations/implicationsOur qualitative data are drawn from a purposively sampled group in a specific governance system (India). While this does not threaten the key theoretical insights, it does raise questions about their generalisability to other governance contexts.Practical implicationsDirectors with executive experience build trust through their orientation towards and understanding of management without diminishing their capacity to scrutinise management decisions. The human capital of these directors appears to engender a more effective and contextualised boardroom dynamic that facilitates the execution of socialised accountability through balancing the control and service roles.Originality/valueOur findings highlight the potential importance of a shared understanding of the communication and collaboration processes of corporate governance (i.e. a common transactional memory framework) between directors and management. Directors who share this understanding with management are more likely to effectively engage in the service role while not compromising the control role. This shared understanding appears to allow these directors and executives to encode, store and retrieve relevant information they need more effectively, engendering the trust between them that seems to foster socialised accountability.

This study examines how the method of activist director board entry—via private settlements or proxy battles—influences their impact on firm strategic change, highlighting the moderating influence of prior activist experience on these entry methods. We find that activist directors appointed via proxy battles lead to less firm strategic change than activist directors appointed through private settlements. Further, we find that under private settlement conditions, activist directors without prior activist experience lead to more strategic change than those with prior activist experience. Under proxy battle conditions, however, we find no significant difference in strategic change between activist directors with and without prior activist experience. Adopting a behavioral perspective, we propose that the situational context of activist board entry shapes how incumbent directors perceive activist appointees through alignment and legitimacy—perceptions that, in turn, influence their receptivity to activist‐driven strategic change. Our findings highlight how these contextual dynamics affect firm strategic change and underscore conditions under which prior activist experience moderates such effects. For activist shareholders, our findings suggest that settlement‐based director appointments result in more strategic change than contested elections. Moreover, nominating directors without prior activist experience may reduce resistance and foster smoother integration within the boardroom under cooperative settlement conditions. These insights can inform campaign strategy, director selection, and engagement protocols during activist negotiations.

The study examines whether audit committee (AC) characteristics influence firm performance, and whether this relationship is moderated by board of director’s (BOD) ownership. The sample is listed manufacturing firms in Jordan. AC characteristics, as an indicator of corporate governance mechanism, include its size, meeting frequency, independence, and experience. Firm performance is proxied by return on assets (ROA). Thirty firms are included in the sample. Data are collected from 2015 to 2021 for a total of 210 observations. The first model indicates that AC meetings and independence positively and significantly influence firm performance. On the other hand, AC size is not a significant predictor of firm performance. The second model shows that the interaction effects (AC size, AC independence, and AC experience) are significant and positive on firm performance. The results provide insights on how to improve AC effectiveness so as to improve the performance of listed manufacturing firms in Jordan. They also suggest the significance of BOD ownership in enhancing internal corporate governance mechanisms, particularly the AC. Jordanian policy makers must therefore ensure the effectiveness of these mechanisms, especially AC, through relevant regulations and recommendations.

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Abstract An unintended consequence of recent governance reforms in the United States is firms’ greater reliance on older director candidates, resulting in noticeable board aging. We investigate this phenomenon’s implications for corporate governance. We document that older independent directors exhibit poorer board meeting attendance, are less likely to serve on or chair key board committees, and receive less shareholder support in annual elections. These directors are associated with weaker board oversight in acquisitions, CEO turnovers, executive compensation, and financial reporting. However, they can also provide particularly valuable advice when they have specialized experience or when firms have greater advisory needs.

The Organization Department of the Communist Party of China (CPC) announced the Opinions on Further Regulation on Party and Political Leaders and Cadres Working Part-Time (Holding Offices) in Enterprises to force the resignation of government officials holding the position of independent director in listed companies (GID). This paper empirically examines the impact of the GID resignation on firm performance using a difference-in-differences (DID) model, which is an exogenous event with a “natural experiment.” The study finds that after the promulgation of the Opinions, firms that lose some of their political resources and their corporate performance decreases significantly compared to firms that do not experience GID resignations. A good external governance environment, while somewhat weakening, is not sufficient to offset the negative impact of the loss of political resources on firm performance. This paper further explores the mechanism by which the GID resignation affects firm performance: one important way in which the resignation of GIDs cause the loss of political resources on which the firm's development depends is that the loss of the firm's tax benefits after GID resignation directly leads to a decline in performance; it also leads to a reduction in the firm's financial subsidy income and a reduction in the amount of bank loans, but both of these do not have a significant effect on the decline in firm performance. The study suggests that GIDs play more of a resource-providing “official” role than an “independent director's” supervisory and advisory role in Chinese listed companies. The findings of this paper reveal the phenomenon of “Political-Business Spin” in China, which has some implications for developing countries, represented by China, to improve the independence of the board of directors and the corporate governance.

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Different board of directors (BODs) characteristics influence corporate strategy and performance. Essential attributes such as gender, education, and experience determine the preferences, opinions, and decisions to prioritize the strategy, which normally focuses on profitability. In 1997, during the Asian financial crisis, the Thai government and Thai firms adopted the sufficiency economy philosophy (SEP) approach to overcome financial catastrophes. This study explores the relationship between one distinct characteristic of the BOD, directors with direct and indirect military backgrounds, and the SEP performance. To minimize endogeneity and eliminate reverse causality, we apply a two‐stage least squares instrumental variable (2SLS‐IV) analysis. We find evidence supporting the upper echelons theory (UET), where the characteristics of the BOD, such as military experience, determine the organizational decision to enhance SEP performance.

: Purpose: The objectives of this study are (i) to assess the significance as well as implications of the major readily detectable (age, nationality, gender and tenure) and underlying aspects (legal, human resources, accounting and finance and industry-specific competencies) of diversity on the corporate governance (CG) of Maltese Equity-Listed Companies, and (ii) to ultimately recommend how such aspects may make a more positive contribution. Design/Methodology/Approach: Semi-structured interviews were conducted with twenty-three participants, eight directors, ten company secretaries, one chief executive officer, one corporate lawyer, one Institute of Directors representative and two corporate advisors. Findings: The indications are that, in Malta, tenure diversity is the most influential readily detectable aspect, whilst industry-specific competency is the most influential underlying aspect of diversity for CG. The eight aspects of diversity are generally considered most influential advantageously on Board decision-making and problem-solving and least influential advantageously on director complacency, acceptance and communication. It is also generally agreed that a diversity index would be beneficial. Practical Implications: Overall, diversity is beneficial to the mechanisms of the board, yet there is no one standard diversity mix. Each aspect of diversity varies its impact on CG. Originality/Value: Studies in the field of CG emanating from small island states such as Malta are limited. This study provides value to listed companies and the competent authorities by bringing to light the significance and influence on CG of the various diversity aspects under study.

This study examines the interplay of financial performance, corporate governance, and sustainability reporting quality (SRQ), addressing the need to enhance corporate transparency and accountability in an emerging market context. Guided by agency and stakeholder theories, this study investigated the effects of board size, independence, diversity, and experience on SRQ, along with the moderating role of governance in the financial performance–SRQ relationship. Using an explanatory research design and quantitative approach, data from 88 listed firms in premier markets from 2015 to 2024 were analyzed using ordered logistic regression. All data were gathered from the Refinitiv Eikon Platform (LSEG), annual reports. Panel GMM regression is used to estimate the relationship to deal with the endogeneity problem. The findings reveal that board size and experience positively influence SRQ, highlighting the role of diverse expertise and seasoned directors in fostering sustainability. Financial performance alone was not significantly associated with SRQ. However, robust governance structures enhanced the translation of financial resources into improved reporting quality. Firm size emerged as a key determinant, with larger firms exhibiting higher SRQ, while financial firms lagged compared to non-financial sectors. This study concludes that corporate governance is pivotal in shaping SRQ, particularly in resource-constrained environments. This study contributes to the literature by bridging governance, financial performance, and sustainability, offering practical insights for policymakers and corporate leaders to improve SRQ through regulatory frameworks and governance reforms.

The purpose of this research is to provide empirical evidence for every investor who wants to invest in a company listed on the Indonesian stock exchange. This study also uses calculations in the form of leverage and company size so that investors can find out which companies are experiencing losses and profits.This research data consists of financial ratios from the financial statements of manufacturing companies that are listed in Indonesia for 3 years 2018 to 2020. This study discusses 7 independent variables and also uses multiple regression models.The results showed that firm size, company losses, board of director, leverage and audit committee tenure had an effect on earnings management while the independent commissioner and managerial ownership have no effect on earning management.

The effects of corporate governance characteristics such as board independence, board gender diversity, board experience and sustainability committee on sustainability reporting are examined in the context of Malaysian agro-industry companies. A fixed effects regression with Driscoll-Kraay standard error and generalized method of moments (GMM) analysis was employed in this study to analyze the sustainability reporting of 56 publicly listed agro-industry companies over eight years (2016–2023) using a newly developed sustainability reporting index (SRI). The findings suggest that having a sustainability committee is vital in enhancing sustainability reporting, as demonstrated by its strong positive relationship with sustainability reporting disclosure. Additionally, board gender diversity and board experience show a significant positive relationship with sustainability reporting, whereas board independence shows a negative relationship. The observations from this study provide important perspectives on the significance of sustainability committees in companies, diversity and experience with sustainability-related board of directors' appointments. The findings provide practical insights for corporate governance stakeholders and policymakers in striving to enhance clarity as well as responsibility in sustainability reporting. The newly constructed SRI enhances the ability to evaluate sustainability practices, making a meaningful contribution to the literature by offering a robust, multidimensional measure.

This paper aims to examine the impact of corporate governance on tax planning for UK firms in an institutional theory framework. The paper categorizes governance into coercive, normative and mimetic forces and investigates how these forces influence tax planning activities. The paper further explores the interaction between these forces and the strength of internal governance in their relation to tax planning. The paper uses a manually collected data set comprising 1,236 firm-year observations from UK firms. Governance factors are classified according to institutional theory, with coercive forces represented by auditor-provided tax services and institutional ownership, normative forces by the professional accountancy qualifications of the board and mimetic forces by tax affiliations and the tax experience of the board. For the main analysis, the authors use ordinary least squares (OLS) regression with robust standard errors to examine the impact of governance factors on tax planning. In further analysis, the authors conduct a two-stage least squares (2SLS) to address potential endogeneity concerns and validate the robustness of the findings. The paper finds that while coercive forces are negatively associated with tax planning, the mimetic forces have a positive impact. In a further analysis, the authors find that auditor-provided tax services reduce tax planning only in firms with weak internal governance, suggesting these services help in mitigating weak governance. Inversely, professional accountancy qualifications reduce tax planning in firms with strong internal governance, indicating a complementary effect. Tax affiliations significantly influence tax planning in strongly governed firms, whereas tax experience is more relevant in weakly governed firms. The findings enrich the applicability of institutional theory within the context of tax planning, demonstrating how the impact of governance forces varies based on the strength of internal governance within firms. The paper makes regulatory recommendations for the involvement of auditors in tax planning services to supplement weak internal governance and use of the board tax characteristics to shortlist firms for further tax audits; and a recommendation for management to have tax affiliates (tax experience) on the board, which may bring tax savings in a strongly (weakly) governed environment.

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Introduction: The board of director diversity plays a critical role in developing strategic options to improve company performance. The appropriate remuneration package for the director might bridge between the effectiveness of diversity of board and enhancing company performance.Objective: The study aims to examine the effect of board of director diversity on company performance, with a particular focus on the mediating role of director remuneration. Methodology: The nature of the study is quantitative. The current study focuses on the Malaysia public listed companies. The study used panel data from period 2015 to 2021 using secondary data which extracted from Bloomberg database and company annual report. The study utilized 601 sample observation. Result: Data was analysed through Stata software and the findings reveal a significant positive relationship between board diversity (gender, ethnicity, tenure) and company performance measured by Economic Value Added (EVA) and Environmental, Social and Governance (ESG) scores. Additionally, director remuneration is found to significantly mediate the impact of board diversity on EVA, although its mediation effect of ESG performance is less pronounced. These results highlight the importance of fostering diverse boards and implementing fair remuneration practices to enhance both financial and non-financial performance in companies. Conclusion: this study provides valuable insights for policymakers, stakeholders and investors aiming to improve corporate governance practices in Malaysia public listed companies

The primary objective of this study is to thoroughly investigate the association between director tenure diversity and corporate sustainability performance. This study utilizes a sample comprising 578 firm-year observations from non-financial companies listed on the Indonesia Stock Exchange. To test the hypothesis, the study employs the Ordinary Least Squares method, complemented by a series of endogeneity tests. This study reveals that the sustainability performance of corporations in Indonesia falls significantly short of satisfactory levels. Furthermore, the study indicates that there is a negative association between tenure diversity and sustainability performance, demonstrating a U-shaped curve pattern. To ensure the robustness of our findings, we performed additional analysis using coarsened exact matching and Heckman (1979) two-stage least square methodologies, confirming that the results remained consistent with those of the initial test. Intriguingly, our supplementary analyses also revealed an inverse association between tenure diversity in the boardroom and sustainability performance within companies. This study makes a significant contribution to the corporate governance literature by elucidating the inverse association between director tenure diversity and sustainability performance. In doing so, it enhances the originality and novelty of existing studies, particularly within the context of developing countries, such as Indonesia. This study exhibits novelty by embracing a quantitative approach to measure sustainability performance, revealing an intriguing inverse association between sustainability performance and ESG initiatives within the companies.

In this article, we examine the multidimensional and multilevel nature of diversity in the context of corporate boards. Using the concept of faultlines, we argue that when gender and racial background aligns with human capital attributes of board members, faultlines may be formed with negative implications for firm performance. However, the potential negative impact of faultlines can be alleviated by overlaps in the characteristics of the CEO and minority directors. Specifically, we find that higher overlaps in tenure and personal range of functional experiences help overcome some of the disadvantages that minority directors face and moderate the relationship between board faultline strength and firm performance. Empirical tests using 14 years data on 262 firms belonging to S&P500 index largely support our theoretical ideas.Boards often suffer from unhealthy team dynamics. In this article, we explore how alignment of board members' attributes may lead to potential subgroup formation within boards. Specifically, we examine how, under existing pressures to increase demographic diversity on corporate boards, alignment of human capital characteristics with gender and racial minority status may lead to the formation of board faultlines that negatively influence firm performance. Our results suggest that the CEO plays a pivotal role in overcoming negative consequences of board faultlines by utilizing shared tenure on board and common functional experiences with minority board members. Our research suggests that board selection needs to focus beyond scrutinizing individual‐level human capital and instead understand alignments of directors' profiles that enable optimal board functioning.

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PurposeThe aim of this paper is to examine the effect of structural and demographic board diversity as well as board tenure on family firms' environmental performance, by analyzing the differences between family and non-family businesses and within family firms.Design/methodology/approachTobit regressions are applied to investigate the effect of independent directors, CEO non-duality, board gender diversity and board tenure on environmental performance. The study also controls for other board and firm characteristics, as well as for time, industry and country-fixed effects. In doing so, the authors rely on a sample of non-financial listed firms from France, Germany, Italy, Spain and Portugal over the period 2014–2021.FindingsThe authors find that women on the board positively influence environmental performance and this effect is significant only in family firms, although board tenure negatively moderates the relationship. Board independence significantly affects environmental performance only in non-family firms. A strong presence of family directors has a negative effect on family firms' environmental performance, especially when directors' turnover is low.Originality/valueThis paper examines the unexplored relationship between structural board diversity and environmental performance in family companies. This study provides empirical evidence on the association between gender diversity and family firms' environmental performance focusing for the first time on a European setting. Moreover, this study provides evidence of a different effect of board tenure in family and non-family businesses.

As global focus persists on gender variety and corporate social responsibility, the participation and influence of women in corporate governance, particularly their effect on the environmental, social, and governance (ESG) performance of corporations, have garnered extensive scrutiny. Given the significant differences between China and the West in terms of institutions and culture, it is highly valuable to explore the unique relationship between gender diversity and ESG performance in the Chinese context, especially in the high-risk and fast-growing technology industry. This study explores the impact of female director background on ESG performance and the moderating effect of risk appetite. The findings suggest that the proportion of female directors has a significant positive impact on the ESG performance of Chinese technology companies. Furthermore, the corporate risk appetite has a positive moderating effect on the relationship between the proportion of female directors and ESG performance. Female directors with higher education levels, financial professional background, and long-term tenure can more effectively promote the company’s ESG performance. This study enhances the theoretical framework of corporate governance and ESG studies while also offering innovative guidance for firms to enhance their ESG scores and develop effective risk management strategies.

We examine whether outside directors’ firm-specific accumulated knowledge in the forms of human and internal social capital benefitted the firm during COVID-19. Using a sample of 754 US firms during the COVID-19 collapse period, we find an inverted U-shaped relation between outside directors’ average board tenure and cumulative excess stock returns. Our result suggests that firms experienced optimal cumulative excess stock returns during COVID-19 when outside directors’ average board tenure is 10 years. We also find that the curvilinear relation is profound for outside directors with more internal social capital, suggesting that outside directors’ internal social capital plays a prominent role in enhancing board effectiveness during a crisis. Furthermore, we use several robustness checks to confirm the results. JEL Classification: D83, G30, G34, M41

PurposeThis study investigates the relationship between outside directors, managerial compensation, and firm performance in the Korean insurance industry.Design/methodology/approachThe authors employ a simultaneous equation framework by using three-stage least squares (3SLS) to address the endogeneity problems that could result from the joint determination of outside directors, firm performance, and executive compensation in Korean insurance companies.FindingsThe authors find that the ratio of outside directors on the board is negatively associated with insurance firm's value and financial profitability. In addition, this study's evidence shows that greater representation on the board by outside directors leads to a higher level of executive pay. In particular, the authors provide evidence that variable compensation scheme and outside directors who have backgrounds in the legal profession and former high-ranking government officials drive this study's main results.Originality/valueThis study adds to the literature by first demonstrating the interaction effects between outside directors, firm performance, and executive compensation in the Korean insurance industry. Unlike previous studies that typically focus on US companies, the authors study the Korean insurance sector that is an emerging power in the global insurance market, ranking seventh in terms of total premium volume, and show that the Korean insurance firm's outside directors system does not work in the manner that it is intended to function.

Expanding upon the existing literature on agency theory, which often overlooks potential conflicting interests among monitoring mechanisms, this study investigates the divergent effects of active foreign institutional investors and outside directors on firm strategy and performance. Specifically, in light of inconclusive findings on the relationship between layoffs and performance, this study examines the initiators of layoffs and their impact on firm performance, comparing the roles of active foreign institutional investors and outside directors. Through panel data analysis of 2,516 firm-year observations from South Korea spanning 2010 to 2014, the findings reveal that firms with active foreign institutional investors are more inclined to implement large-scale layoffs, which positively moderate the relationship between active foreign institutional investors and firm performance metrics such as return on assets (ROA) and market returns. However, the relationships between active foreign institutional investors, layoffs, and performance are contingent upon the presence of outside directors on the board. Outside directors are not actively involved in initiating layoffs but tend to approve them in the context of operational performance, such as ROA, while showing less interest in layoffs as a means of external evaluation, such as market returns. These findings highlight the heterogeneous characteristics of outside directors and active foreign institutional investors with regard to layoffs and performance, and subsequently propose theoretical and managerial implications for the design of corporate governance.   Received: 13 February 2023 / Accepted: 19 April 2023 / Published: 5 May 2023

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Spanish firms are well reputed for high level of corporate governance practices. Earlier studies have examined Spanish firm performance based on the causal relationship of board characteristics. However, the number of studies which examines the tenure of independent board members and number of board meetings are scares. This study examines Spanish firm performances examining the board characteristics. A balanced a panel data of total 805 listed companies are examined which compiles all economic sectors. Random effect model is applied to examine the causal relationship. The study suggests, board size has a favorable correlation with accounting-based performance (ROA, ROE), but it doesn’t go hand in hand with market-based performance (TQ). Tenure of independent directors have a positive relationship with both accounting and market-based performance. On the other hand, the number of board meetings has a negative acquaintance with both accounting and market-based performance of the firms. This research reveals a board's inefficiencies that lead to poor firm performance, as well as what significant changes could be made to improve it. This study is based on all economic sectors which implies that the results of this study are equality presentative to all. Policymakers, managers, and investors should consider the following implications: a significant positive relationship between board size and board tenure on firm financial performance suggests that institutional investors in emerging markets, particularly Spain, are paying attention to board activities.    

Innovation, which is a pivotal force behind the sustained growth of enterprises, has garnered significant attention across various industries. As the epicenter of corporate decision-making, the board of directors plays a pivotal role in allocating resources and overseeing the execution of strategy. Consequently, it inevitably impacts the innovation capabilities of a business. Previous research has focused primarily on single board member characteristics, such as age, gender, tenure, and educational qualifications, overlooking the cumulative influence of multiple attributes. Therefore, this study aims to investigate the impact of faultlines arising from the intersection of these characteristics within a board on innovation performance. Using panel data from China’s A-share listed companies from 2010 to 2021, this research constructs a framework to analyze board faultlines based on gender, age, education, director tenure, independence status, and occupational background. A comprehensive examination reveals a positive association between board faultlines and innovation performance, indicating that diversity within a board can foster enhanced innovative outputs. These findings persist even after rigorous robustness tests, including two-stage instrumental variable regression using lagged innovation performance as well as when substituting explanatory variables and sample intervals. Further analysis reveals that the influence of board faultlines on innovation performance is significant only under certain contextual conditions: when equity concentration is low, industry competition is intense, and risk aversion is greater. This study offers valuable insights for optimizing board membership configurations and thus, ultimately, enhancing the innovation capabilities of enterprises.

Purpose: the purpose of this study is to investigate whether corporate governance mechanisms and attributes influence the sustainability performance of companies included in the BIST 50 Index. Results and contributions: Regression analysis showed that there was a significant positive influence of board tenure on sustainability performance and all its types; board size on environmental performance; and a dummy variable for board evaluation externally facilitated and company size on sustainability, environmental, and social performance. A significant negative impact of director attendance at board meetings on social performance was also revealed. This study contributes to the literature on the role of corporate governance in achieving the SDGs for BIST 50 Index companies, highlighting the significant impact of its individual indicators on the achievement of sustainability performance. Methodology: The authors reviewed 45 sustainability reports of BIST 50 Index companies for 2023. Four indices—Sustainability Performance, Environmental Performance, Social Performance, and Corporate Governance Performance Indexes—were developed to characterize sustainability performance and its types based on a content analysis of sustainability disclosures. To analyze the influence of mechanisms and characteristics of the corporate governance system on sustainability performance, eight independent variables were used: board size, number of board meetings, director attendance at board meetings, board independence, board tenure, a dummy variable for board evaluation externally facilitated, a dummy variable for internal auditors present, and a dummy variable for CEO and Chair functions combined. Two control variables, company size and leverage, were used as well. Gap: Today, the scientific literature has no universal approach and understanding of how the corporate governance system should be developed to improve sustainability performance or its individual components. Relevance: Development of a corporate governance system is one of the ways to increase the level of sustainability performance of companies. Impact: The results of the study made it possible to produce several recommendations (expand the number of board members, develop an effective procedure for regular changes of general directors in company boards, introduce independent external control tools in the corporate governance systems of companies) that will lead to the achievement of SDGs 5, 8, 16.

The composition of corporate boards determines board governance and influences firm performance. In the current corporate environment, greater emphasis is being placed on the environmental, social and governance performance of companies. In this sense, board members serving on multiple corporate boards have emerged as relevant corporate governance mechanisms. Using the OLS model on sample data composed of companies listed on the NASDAQ-100 Index, this research aims to evaluate the effect of busy boards and the tenure of board members on ESG performance from a gender perspective. The results indicate that board networks, experience, and knowledge have a positive effect on Bloomberg’s and S&P Global ESG scores, with female directors and independent directors playing an important role. In this way, the human and social capital of corporate boards is a valuable resource for corporate governance. This research contributes to identifying the principal attributes of corporate boards that influence ESG performance.

This study seeks to analyse the influence of board gender diversity in influencing the firm financial performance using the agency theory, resource dependency theory and human capital theory in the study. The study population is the forty-nine (49) banks licensed by Bank of Tanzania (BOT) as at December 2022. The study used purposive method of sampling technique and only listed banks were selected as study sample. The study used panel data from listed banks in the Dar es salaam Stock Exchange (DSE) market for the period of ten (10) years from 2013 to 2022. Our study has used secondary data through bank’s annual audited reports extracted from their specific websites and DSE website. Our study used both descriptive and inferential analysis where data collected were analysed by using the STATA 15. The study used return to asset (ROA) as dependent variable and female director education, female director tenure and female director leadership as independent variables. Our results show that female directors on the boardroom with consideration of demographic features of education, tenure and leadership does not significantly influence financial performance of firms. Furthermore, our study recommends further researchers to measure the non-financial influence that female directors may have on firms.

This paper investigates the composition of REIT board committees in terms of the real estate expertise of the directors, type of director, gender, and tenure and the impact of these characteristics on REIT performance. The sample comprises data at the director level for 65 U.S. equity REITs during the period of 2010-2019. Using chi-square tests and logistic panel regressions, I provide evidence that the profile of REIT board members varies depending on their assignment to different committees and that, overall, the average REIT director does not match the expected director profile of having significant real estate expertise or long board tenure. I also find that finance and investment committee members are directors with very different characteristics despite tat these committees are function-related advisory committees and real estate expertise is associated with investment committee membership only. Furthermore, using panel fixed effects regressions, I find that the composition of REIT committees matters for REIT performance, especially in the case of investment committees for which the presence of outside and inside directors with real estate expertise and long tenure is associated with higher REIT performance. To the best of my knowledge, this is the first study that investigates the composition of REIT board committees and its impact on REIT performance. The findings are of interest to researchers and practitioners as they show the key characteristics of directors for REIT monitoring and advisory committees and their effect on REIT performance, and this information can assist in the understanding of REIT board functioning and the designing of the optimal REIT board.

This study aimed to identify the impact of audit committee characteristics on voluntary risk disclosure and to discover the moderating effect of family ownership on the relationship between audit committee characteristics and voluntary risk disclosure. Its population is represented by Jordanian commercial banks registered and operating in Jordan from 2017 to 2023. Significantly, it concluded by revealing that the characteristics of the audit committee, namely, independence, experience, and committee size, obviously impact the disclosure of voluntary risk in the selected banks. However, the results made it obvious that the number of audit committee meetings did not affect the degree of voluntary risk disclosure. In addition, the results reveal that family ownership moderately affects the relationship between some audit committee characteristics and voluntary risk disclosure.

Purpose This study aims to examine the association between the various characteristics of audit committee (AC) (female percentage, size, expertise and independence) and tax avoidance (TA) activities and investigate the moderating effect of audit quality on the AC characteristics–TA relationship. Design/methodology/approach This study used the secondary data of the listed institutions in Amman Stock Exchange (2009–2021), whereby the effective tax rate (ETR) was used as a measurement of the TA. In addition, the data set used in this study was provided by the ASE website. Findings The results revealed that AC size has a positive and significant effect on TA. By contrast, the percentage of the female in AC and AC expertise have a negatively significant influence on TA. Further, AC independence was found to have an insignificant influence on TA. The results also showed that audit quality moderates the AC characteristics–TA relationship. Research limitations/implications This study is motivated by the decisions of the Jordanian government to reduce TA behaviors and enhance tax revenue collected from various institutions. Consequently, the outcomes provide significant implications for the Jordanian listed companies to enhance the AC function and big audit firms in constraining and restricting TA behaviors. Practical implications This study contributes to the existing literature by examining the effect of under-researched mechanisms such as female percentage and AC characteristics. It also presents significant insights into the conflicting outcomes on AC characteristics and audit quality with TA in Jordan. Originality/value This study extends the existing literature by investigating the direct and indirect effects of AC characteristics and audit quality on TA. Therefore, this is a pioneering study investigating the joint impact of the AC characteristics on TA. It also determines whether women are indeed more likely to avoid risks. To the best knowledge of the authors, this is the first study that investigates the interaction effects between AC characteristics and audit quality on the TA behaviors in Jordan.

This study aims to analyze the influence of company complexity on audit delay and the moderating effect of audit committee chair accounting expertise. The object of this study is the sector of property and real estate companies listed on the Indonesia Stock Exchange (BEI) for the 2018–2022 period. Based on the purposive sampling used, there were 34 companies that met the criteria. The analysis technique used is PLS-SEM using WarpPLS 8.0. This study shows that company complexity has a positive and significant effect on the audit delay. The higher the company complexity of its subsidiary, the higher the audit delay can be. Furthermore, the audit committee chair accounting expertise variable mitigates this effect. Previous research did not examine the role of audit committee chair accounting expertise in the complex situation that related to the higher audit delay. Theoretically, this research contributes to the study of agency theory. Practically, this research is useful for companies to monitor their audit process within the company through audit committee chairs who have accounting expertise that can reduce the length of the audit delay and complete their duties more effectively and in a timely manner.

This study examines the moderating effect of audit committee financial expertise (ACFE) on the relationship between board attributes and financial reporting quality (FRQ) of listed fintech firms in Nigeria between 2019 and 2024. Motivated by growing concerns over governance transparency and accountability in the fintech industry, the study integrates Agency Theory, Stakeholder Theory, and Resource Dependence Theory to explain how board structures and financial expertise influence reporting integrity. An ex-post facto research design was adopted, relying on secondary data extracted from the annual reports of three fintech firms listed on the Nigerian Exchange Group (NGX). Data were analysed using panel regression models with both fixed and random effects tested through the Hausman specification procedure. The findings reveal that board independence (β = 0.183, p = 0.004), board size (β = 0.097, p = 0.029), and board qualification (β = 0.161, p = 0.005) significantly enhance financial reporting quality, while board gender diversity (β = 0.045, p = 0.438) shows no significant impact. The moderating variable, audit committee financial expertise (β = 0.192, p = 0.008), exerts a positive direct effect on FRQ and significantly strengthens the relationships between board independence, size, and qualification. The model explained 74.2% (R2 = 0.742) of the variation in FRQ, confirming high explanatory power. The study concludes that financially competent audit committees and well-structured boards are critical to improving reporting quality, transparency, and investor confidence in Nigeria's evolving fintech sector. Keywords: Corporate Governance; Board Attributes; Audit Committee Financial Expertise; Financial Reporting Quality; Fintech Firms.

This study aims to analyze the effect of earnings volatility, audit committee meetings, and audit tenure on audit report lag with auditor industry specialization as a moderating variable in food and beverage sector companies listed on the Indonesia Stock Exchange (IDX) for the period 2019-2024. This study uses a quantitative approach with secondary data obtained from annual financial reports. The sample consists of 22 food and beverage companies selected using purposive sampling method. The data analysis technique used is panel data regression with moderation testing using variable interaction. The results show that earnings volatility and audit tenure significantly affect audit report lag, while audit committee meetings have no significant effect. Auditor industry specialization is proven to moderate the relationship between earnings volatility and audit report lag as well as between audit tenure and audit report lag, but does not moderate the relationship between audit committee meetings and audit report lag. These findings provide practical implications for companies, auditors, investors, and regulators in improving reporting efficiency and corporate governance quality.

This study aims to examine the effects of Audit Committee Tenure, Audit Committee Meeting, Institutional Ownership, and Company Age on Earnings Management in industrial sector companies listed on the Indonesia Stock Exchange (IDX) during the 2019–2023 period. The research employed a quantitative approach using multiple linear regression analysis with EViews 12 software. Data were collected from 20 industrial companies selected through purposive sampling, and the dependent variable, earnings management, was measured using the Modified Jones Model as a proxy for discretionary accruals. The results indicate that Company Age has a negative and significant effect on earnings management, while Audit Committee Tenure, Audit Committee Meeting, and Institutional Ownership have no significant impact. These findings suggest that older companies tend to have lower tendencies to engage in earnings management practices. The implications highlight the importance of corporate governance effectiveness and the role of company maturity in shaping the integrity of financial reporting. For regulators, auditors, and management, the study provides insights to enhance oversight mechanisms, strengthen financial transparency, and promote ethical governance practices. Keywords: Earnings Management, Audit Committee Tenure, Audit Committee Meeting, Institutional Ownership, Company Age.

Purpose: This study aims to examine the effect of institutional ownership, managerial ownership, audit committee, audit quality, and audit tenure on the integrity of financial statements. This type of research is quantitative research. The population in this study were manufacturing companies in the consumer goods sector listed on the IDX for the period 2019- 2022. The sampling technique used in this study was purposive sampling and the final result of the data sample was 38 data with a research period of 4 years, so that the sample used was 138 data. Data analysis methods using SPSS by testing multiple linear regression analysis methods. The test results and analysis of research data obtained the conclusion that the audit quality variable has a significant positive effect on the integrity of financial statements variable. While the variables of institutional ownership, managerial ownership, audit committee and audit tenuree have no significant effect on the integrity variable of financial statements.

This study examined the effect of audit committee characteristics on value of listed non-financial companies in Nigeria over the period 2014 to 2023. Utilizing an ex-post facto research design, the research analysed secondary data extracted from the annual reports of 107 companies listed on the Nigerian Exchange Group. Panel regression technique was used to assess the effect between audit committee attributes, such as size, independence, financial expertise, and gender diversity and value of listed nonfinancial companies in Nigeria. The findings indicated that audit committee independence has a positive and significant effect on firm value of listed nonfinancial companies in Nigeria. Conversely, audit committee size and financial expertise revealed negative but statistically insignificant relationships with value of listed nonfinancial companies in Nigeria. Gender diversity within the audit committee showed a positive but non-significant association with value of listed nonfinancial companies in Nigeria. Based on these findings, the study recommended among others that nonfinancial companies in Nigeria should establish policies for the periodic rotation of audit committee members to introduce fresh insights and maintain objectivity in oversight functions.

The purpose of this study is to find out whether there is an influence of audit tenure variables, the reputation of KAP and the audit committee on audit quality (a study on transportation and logistics companies in 2021-2023 listed on the Indonesia Stock Exchange) This type of research is quantitative, using secondary data and the total population of 95 transportation and logistics companies during 2021-2023, The sampling technique in this study is purposive sampling using the criteria of transportation and logistics companies that are registered continuously during 2021-2023 and companies that have reported audit finances during 2021-2023, the number of samples in this study is 75 companies. The analysis data used by SPSS software version 26. The results in this study stated that the audit tenure variable had a positive and significant effect on audit quality, the KAP reputation variable had a positive and significant effect on audit quality, the audit committee had no effect on audit quality and the audit tenure variable, the reputation of KAP and the audit committee had a simultaneous effect on audit quality. The benefits in this study can be used as information for future researchers in the development of research in the field of audit quality.

Using Chinese data, we examine whether synchronous remote board meetings, which facilitate status equalization among directors and alleviate their pressure for conformity, affect board monitoring effectiveness. We find that compared to face-to-face meetings, synchronous remote meetings are associated with directors’ better meeting attendance behavior, a higher likelihood of director dissent on monitoring-related proposals, higher forced CEO turnover-performance sensitivity, and more effective investments. These results hold when we use remote meetings that include both synchronous and asynchronous remote meetings. Proposal-director level analysis further shows that remote meetings reduce the pressure to conform faced by young first-term directors and socially connected directors.

The goal of the study is to inquire into how longer tenure on the board may undermine directors’ independence and distort the efficiency of executive compensation mechanisms. Our empirical findings based on an international panel database and static panel regression modeling demonstrate that director tenure is positively associated with executive compensation with the effect being amplified by the degree of managerial capture of the board. Longer director tenure is also shown to reduce the sensitivity of executive compensation to negative earnings surprises while simultaneously contributing to the lower overall probability of management departures even in the event of a negative earnings surprise. Board independence is evidenced to play no significant role in intermediating the studied relationships. Overall, while postulating the existence of an independence–tenure tradeoff, the paper posits a need for revision of the currently applicable formal criteria of board independence in order for them to accommodate the possible impact of director tenure on the quality of corporate oversight. The present study extends upon the existing literature by expanding the geographical scale of the sample and focusing on indirect symptoms of reduced supervisory effectiveness of the boards.

The purpose of this study is to examine the effect of audit committee (AC) tenure on corporate governance, a topic that has been long debated. Social capital theory explains how directors’ effectiveness varies through tenure. Consistent with this theory, this paper argues that AC tenure has an inverted U-shaped relationship with AC governance. This paper estimates a quadratic function that regresses constructs for AC governance on the average AC, the AC chair, and nonchair tenure, and their respective square terms. The constructs for AC governance include financial reporting quality measures and perceived auditor independence measures. This paper finds that average AC, AC chair, and nonchair tenure have inverted U-shaped relationships with financial reporting quality, consistent with social capital theory. This paper also finds similar associations when examining perceived auditor independence. The results are generally consistent with AC directors accumulating knowledge and social capital, which improves AC governance to an optimal level, following which entrenchment and familiarity occur and AC governance declines. To the best of the authors’ knowledge, this is the first study in AC governance literature to show a nonlinear relationship between AC tenure and AC governance. This paper extends Huang and Hilary (2018) by demonstrating that a nonlinear effect is also present in the AC, a key board committee responsible for monitoring financial reporting quality and appointing auditors and approving their services. This paper further documents that the AC subsumes the effect of the overall board in some areas of AC oversight, and reconciles the inconclusive findings of prior research by showing a nonlinear relationship between AC tenure and AC governance.

This study explores the critical link between board effectiveness and company performance, focusing on New Orleans' financial services sector. In today's dynamic business landscape, boards of directors play a pivotal role in guiding organizations towards sustainable growth and value creation. The research aims to contribute significantly to the corporate governance discourse by introducing novel metrics such as cash flow and value-added production, expanding the scope of analysis beyond traditional financial indicators. We emphasize two key factors: gender diversity and director tenure, offering a holistic understanding of board composition. The empirical analysis draws from a dataset of financial services firms in New Orleans, revealing that boards with gender diversity and experienced directors excel in strategic decision-making, risk management, and innovation. This highlights the importance of building diverse and knowledgeable boards that blend seasoned business leaders with fresh perspectives. The findings hold broader implications for policymakers, who can advocate for policies promoting diversity and experience in corporate governance. Investors gain insights into value drivers beyond traditional metrics, facilitating partnerships with companies prioritizing comprehensive performance improvement. The study illuminates the intricate relationship between board effectiveness and company success in New Orleans' financial services sector. The unique methodology combines innovative performance indicators and an integrated framework, providing a comprehensive view of the value created by diverse and experienced boards. These insights inform investment strategies, policy development, and strategic decision-making, fostering long-term company performance and societal benefit.

This study examines whether the ideological orientation of the audit partner and audit committee members—defined as their personal belief systems and inclinations, including their attitude toward risk, ambiguity, and novelty—has an impact on engagement partner selection and the effectiveness of oversight in the financial reporting process. Drawing on prior evidence that the two main US political parties reflect different ideologies, we hand‐collect political donation data to construct ideological scores for audit partners and audit committee members. Our findings highlight several intriguing relationships. First, audit committees are more likely to select an ideologically dissimilar partner. Second, greater ideological dissimilarity between these two key monitors is associated with higher financial reporting quality. The effects of financial reporting quality are most pronounced among more effective audit committees and when audit partners have longer tenure with the client. These effects are incremental to both social connections between the audit partner and audit committee and to ideological differences between these parties and the CEO and CFO. Overall, the results support the notion that ideological dissimilarity between audit partners and audit committees can foster effective oversight of the financial reporting process. Moreover, ideological dissimilarity appears to be a useful and rational cue in audit partner selection decisions.

No abstract available

Manipulating real activities is generally regarded as more damaging to a firm’s long-term growth and value than accrual-based manipulations. We consider this point of view and build on the agency theory framework for investigating the role of independent directors’ (INDs’) tenure and connection to several boards in controlling real-earnings management (REM) practices. We analyze a sample of UK listed non-financial companies over the period between 2005 and 2018. The potential endogeneity issue was controlled by the application of the two-step system-GMM estimations. The research findings suggest that REM was lower in those firms whose INDs were connected to several boards at a time. The findings also show that the association between INDs’ tenure and REM varied with the phases of their tenure. Directors in the early stage of their tenure are less effective at controlling REM, however, as their tenure grew, they generate better oversight over the management conduct, thereby reducing REM. Contrary to this, extended tenure is shown as positively associated with higher REM practices. The overall findings thus suggest that the board monitoring role protects the stakes of the shareholders by constraining REM when INDs have better expertise and rich information acquired through their presence on multiple boards—and when they have moderate board tenure, which is neither too short nor too long. We argue that due to the importance of the role of INDs in the current global scenario this study has policy implications.

The purpose of this study is to investigate the effect of mutual tenure between female independent directors (FIDs) and top managers, such as chairpersons and CEOs, on the financial reporting quality (FRQ) of companies, adopting psychological safety and social identity theories. In addition, following socioemotional wealth theory, this paper investigates the moderating role of female directors, particularly family female directors, on this association. The study uses ordinary least squares and addresses endogeneity and selection bias with System GMM and the Heckman model. It also examines the moderating roles of the percentage of female directors and the percentage of female family directors, identifies when mutual tenure begins to harm FRQ and tests alternative FRQ proxies. Increasing mutual tenure between FIDs and top managers negatively impacts FRQ. This finding is supported by the results of the System GMM and Heckman selection procedures. The percentage of female board members, particularly family female directors, moderates this negative effect. While the financial reports are of high quality in the first year of mutual tenure, the coefficient begins to reverse by the third year; and by the fourth year, the negative effect of mutual tenure becomes statistically significant. Alternative FRQ measures are consistent with the main results. For practitioners, the results highlight the need to balance board stability with independence by implementing term limits or rotation policies for FIDs, while also underscoring the value of increasing female representation to mitigate these risks. This study provides unique empirical evidence on how mutual tenure between FIDs and top managers impacts FRQ, addressing a critical gap in corporate governance literature. The findings challenge the assumption that prolonged collaboration unambiguously improves governance, demonstrating instead that familiarity and trust can undermine FIDs’ monitoring and oversight effectiveness – a timely insight as regulators worldwide debate board diversity and tenure policies.

Corporate governance and strategic risk management have emerged as central pillars in ensuring resilience, accountability, and long-term sustainability of organizations in dynamic environments. This study explores the empirical relationship between board effectiveness and the quality of decision-making in contexts characterized by strategic risk. The research employs a mixed-method design integrating quantitative analysis of firm-level governance and performance data with qualitative insights from directors and executives across financial services, manufacturing, and technology industries. Data were drawn from 120 publicly listed companies operating in India, Singapore, and the United Kingdom during the period 2018 to 2023, complemented by survey responses and interviews with 45 board members and senior executives. The findings reveal that board independence, diversity in expertise, and the presence of formal risk committees have a significant positive effect on decision quality and timeliness when organizations are faced with complex risks. Firms with boards that actively engage in structured risk oversight and strategic monitoring achieved higher levels of resilience and reported stronger performance on risk-adjusted indicators compared to their peers. The results underscore the importance of moving beyond compliance-based governance toward a model in which boards function as active strategic partners. This study contributes to governance scholarship by offering evidence of how effective boards shape risk-related decision outcomes and provides actionable recommendations for policymakers, regulators, and corporate leaders.

Fraud cases and financial anomalies are becoming order of the day in Nigerian reporting setting and these signal flaws in auditing and internal control monitoring mechanisms from various segments of the economy. To restore audit client and other stakeholde r’s confidence and to provide enabling environment many strategies have been deployed by authorities to checkmate the daunting practice. This study used firm financial audit as a monitoring mechanisms utilizing audit pricing, audit tenure and auditor type to deter the debacle. A data was source from Thomson Reuters DataStream and firm financial reports from 2013-2021. The 2013-2014 were used for the lagging of variable as is germane prior to the deriving earnings management model. In the first phase, cross-sectional regression analysis of Roychowdhury (2006) models was performed using the 334 firm-year observations. In the second phase, the longitudinal panel data was analyzed using the two-step system Generalized Methods of Moments (GMM). Two key findings emerged from the data analyses. Firm External monitoring mechanism has dual effect in value addition and value reduction on the effectiveness of financial reporting quality in listed non-financial firms in Nigeria

Research aims: This research aims to test the moderating effect of monitoring agents on the effect of the founder-board of directors (founder-BOD) and family-board of directors (family-BOD) on firm performance. Monitoring agents are represented by independent directors and commissioners. In this case, the age, size, and industrial type of the firms are the control variables.Design/Methodology/Approach: This quantitative research employed secondary data from 489 firms registered in the Indonesia Stock Exchange from 2018 to 2022. In this case, the observation data were 2,445, which were tested using a panel regression method. Research findings: Hypothesis test results show that monitoring agents strengthen the negative effect of founder-BOD on firm performance. Another result shows that family-BOD does not have a significant effect on firm performance, and monitoring agents do not show a moderating effect on the relationship. Theoretical contribution/Originality: This research provides new insights into the role of monitoring agents within Indonesia's two-tier governance system, enhancing our understanding of corporate governance in emerging economies. It offers a novel perspective on how independent directors and commissioners influence firm performance, contributing to the literature on corporate governance. Practitioner/Policy implication: The findings underscore the importance of enhancing the independence and effectiveness of monitoring agents to improve firm governance. These insights are relevant for policymakers and corporate governance reforms in Indonesia and similar emerging economies.Research limitation/Implication: Further research could consider the quality of monitoring agents, such as regulation, culture, social relationships, and knowledge.

ABSTRACT This paper aimed to investigate whether gender diversity in the board affects the effectiveness of monitoring in order to reduce the total and variable remuneration of executives, the practice of earnings management, and the sensitivity of CEO turnover to the performance of Brazilian companies. We analyzed 199 companies listed on B3 between 2011 and 2018. The results indicate that gender diversity on the board has a negative effect on the total and variable remuneration of executives, and the participation of 11% to 20% of women on the board has a negative effect on earnings management. Although it has no direct effect on the probability of CEO turnover, gender diversity takes away the explanatory power of the ROA. We understand that gender diversity on the board of directors improves the effectiveness of the monitoring functions investigated, although this is an overdue effect when other governance proxies are considered.

No abstract available

Governance effectiveness depends not only on formal structures but also on regular reflection and evaluation. This Teaching Paper introduces frameworks for board self-assessment and executive evaluation in non-profit organizations, highlighting how these tools enhance accountability, clarify expectations, and strengthen trust. It presents practical indicators, Likert-scale items, and case-based illustrations of how organizations can institutionalize evaluation as a learning process rather than a compliance task. Integrating academic insights and practitioner experiences, the paper provides a roadmap for embedding performance review systems that sustain legitimacy, transparency, and mission alignment.

Given the constantly evolving landscape, the intersection between corporate governance and sustainability has become a key topic for board members, shareholders and regulators who are seeking to ensure that companies remain competitive as well as relevant. This paper outlines how boards can become more effective in formulating strategic responses to the sustainability agenda through the creation of a specific sustainability committee, which is distinct from the risk and audit committees. It presents arguments for the creation of such a capacity, illustrating them with specific examples (such as materiality assessments). Focus is placed on the interactions with other key governance bodies (the risk, audit and remuneration committees) when such a governance body is being created, and it is suggested that solely applying a risk or audit lens is not sufficient and may create additional gaps in oversight. Finally, the paper discusses how a sustainability committee can become a ‘learning’ governance body, accelerating a sound understanding of how sustainability considerations can affect the strategy, opportunities and risks facing the company at different levels.

No abstract available

Abstract The analysis of the links and uncertainties between independent variables and dependent variables is effective. Then, the factor analysis method is applied to establish a comprehensive performance evaluation system that takes into account four dimensions: corporate profitability, solvency, development ability, and operation ability. Finally, using a regression analysis model to analyze performance factors and correlation analysis, the correlation and significance level between corporate governance structure and enterprise performance were explored. The regression coefficient of the social performance of board-size enterprises is -0.034, which negatively affects economic performance. The significance of corporate compensation incentives, equity incentives and economic performance is 5% and 1%, respectively, which has a positive effect. This study is important for improving corporate performance and optimizing corporate governance structure.

This research examines the impact of financial crisis, International Public Sector Accounting Standards (IPSAS), corporate governance mechanisms (CG) and audit quality (AQ) on the financial performance of listed banks in Tehran Stock Exchange. The statistical population includes 24 listed banks during two periods: 1390-1397 (pre-crisis) and 1398-1402 (post-crisis). The dependent variables are return on assets (ROA), return on equity (ROE) and net interest margin (NIM). The research methodology is based on a combined machine learning approach using Fuzzy Neural Network (FNN) and Convolutional Neural Network (CANN). The FNN model is used to model uncertainties, while CANN aims to improve the generalizability of the model. The Particle Swarm Optimization (PSO) algorithm is used for parameter optimization. Model validation is performed using a 5-fold cross-validation technique. The results indicate that the financial crisis had a significant impact on the factors affecting the financial performance of banks listed on the Tehran Stock Exchange. During the crisis period, the importance of IPSAS, AQ, and CG increased significantly, highlighting the need for financial transparency and enhanced supervision under crisis conditions. Variables such as board size, composition, CAP and FSIZE showed a stronger positive effect on financial performance, while the negative effect of LEV increased. The optimized ANN-GA model showed high predictive accuracy (95.3% for ROA, 94.1% for ROE and 94.8% for NIM). Sensitivity analysis showed that in the pre-crisis period, CG, FSIZE and IPSAS had the most significant influence, while in the crisis period, the model's sensitivity to LEV, BSIZE and AQ increased significantly. Cross-validation tests confirmed the stability and high predictive power of the model, with the Diebold-Mariano test showing the significant superiority of ANN-GA over linear and logistic regression models. These results highlight the high capability of the ANN-GA model in identifying and predicting changes in factors influencing bank financial performance before and after the financial crisis. By emphasizing the importance of flexibility in banks' managerial and financial strategies in changing economic conditions, the study highlights the need for special attention to CG, IPSAS and AQ to improve financial performance. In addition, this research demonstrates the effectiveness of a combined machine learning approach in analyzing and predicting bank financial performance as a basis for strategic decision making in the banking industry and the formulation of regulatory policies.

No abstract available

This study analyses the transformative role of strategic foresight and organizational learning on corporate governance, empowering boards to solve large-scale sustainability problems in dynamic contexts. The research, which delves into insights from purpose based boards like Unilever and Mars, focuses on how foresight driven approaches enable boards to regenerate systems and create joint value with stakeholders to support the net positive agenda. The paper presents a broad discursive literature review of foresight, learning in the organization, action learning and governance of the board. Furthermore, it progresses a general model demonstrating how boards can leverage stakeholder voices by means of feedforward loops, institutionalize learning processes and materialize strategic foresight. Real-life examples of how sustainability is being brought to the boardroom level help contextualize these insights. The framework exposes that boards that consistently embed organizational learning, action learning and a learning organization culture, with feedforward loops from stakeholders, become more adaptive, accountable and future-ready. Examples of Unilever and Mars provides illustration on how such governance practices, steered by strategic foresight, allow boards to go beyond compliance and help produce net positive impact and deliver Sustainable Development Goal alignment. While it is a conceptual contribution, it merits empirical validation. Future research should investigate the applicability of the model across sectors and cultural contexts. Foresight-oriented, sustainable decision-making can be fostered through board development initiatives, scenario workshops and action learning programs based on this model. This paper combines foresight and organizational learning at the board level into a unique, practical model for improving governance capacity and resilience.

Purpose Independent directors are responsible for overseeing a company’s strategy and operations. However, if an independent director is too strict in job execution, then corporate oversight may be less effective, because such a director could have less access to relevant information. Therefore, independent directors’ independence and familiarity both might influence firm performance. As a result, this study aims to examine how family firms enhance their performance through the independence and familiarity of independent directors and also considers the impact of corporate governance performance. Design/methodology/approach Using a sample that covers Taiwanese-listed family firms from 2016 to 2023, this study evaluates how family firms heighten their performance through the independence and familiarity of independent directors and examines the impact of corporate governance on performance. Findings The findings indicate that the independence of independent directors has a significantly positive effect on family firm performance, but their familiarity does not have any impact. In addition, good corporate governance performance augments the positive impacts on the independence and familiarity of independent directors. Originality/value The results herein advance the literature related to corporate governance mechanisms, like independent directors, and have significant implications for family firms.

This study examines whether individual auditors with experience as independent directors provide better audit performance than those without independent directorship experience. Using the Chinese setting where audit partners’ names are publicly disclosed, we find that audit partners with independent director experience provide higher audit quality for clients that operate in the same industries as the companies where they concurrently hold or have previously held directorships. However, directorship experience at companies in different industries has an insignificant effect on audit quality. These findings suggest that independent director service enables audit partners to gain industry-specific knowledge. This leads to knowledge spillovers on the audits of clients in the same industries. This study contributes to the literature by identifying an alternative channel through which auditors gain industry-specific knowledge which enhances their performance.

Using social network theory and resource dependence theory, this study undercovers whether independent directors' interlocks contribute directly to the corporate financial performance of Chinese firms or indirectly through green technology innovation. Furthermore, we scrutinize how the environmental protection management system affects the path between independent directors' interlocks and green technology innovation. Using a sample of 4902 listed firms in China over the period of 2010–2022, the results indicate that firms possess interlocks through their independent directors play a crucial role in fostering performance and developing low‐carbon technologies. With an environmental protection management system, the impact of the independent directors' interlocks on corporate green technology innovation is stronger, indicating the significant role of corporate internal environmental context. This study offers practical implications for firms and policymakers by demonstrating how independent director interlocks can simultaneously advance corporate and national economic and environmental objectives.

This study investigates the effects of independent outside directors on the performance of new venture firms. We also study several factors moderating the relationship between the percentage of independent directors on boards and the new ventures' performance.Using a large‐scale sample of 5183 Danish new ventures active in 2015–2020, we find support for our hypothesis that the percentage of independent directors has an inverted U‐shaped effect on new venture performance. The results also show that firm‐level factors, that is, founder equity and venture age, cushion and amplify this nonlinear effect.Drawing on resource dependence theory as an exchange theory, we propose that increasing the proportion of independent directors yields linearly increasing gains (i.e., resource‐provisioning benefits) but also induces costs of sacrificing managerial control, which accelerate nonlinearly. Our findings show that a smaller proportion of independent directors benefits new ventures, but as their proportion grows, the performance gains become smaller, eventually leading to negative marginal effects.Practitioners will find our findings of interest because, contrary to the recommendations of policymakers and many prior studies, they show that having a high proportion of independent directors on the boards of new ventures does not always improve new venture performance. Founders of new ventures should be aware of the trade‐off between the benefits of obtaining additional resources and the costs of sacrificing managerial control.

Abstract This study explores the impact of busy independent directors on the post-IPO operating performance, focusing on the mediating roles of internal control effectiveness and corporate innovation capability, as well as the moderating effects of CEO duality and media attention. This study is based on a dataset of Chinese IPO firms from 2010 to 2022, and uses a regression model controlling for year and industry fixed effects, with several robustness checks, including propensity score matching and instrumental variable approaches. The findings show that busy independent directors significantly enhance post-IPO performance. This positive impact is more pronounced in firms where the roles of the chairman and general manager are separated and media attention is relatively low. The mechanism analysis indicates that busy independent directors primarily improve firm performance through two channels: enhancing the effectiveness of internal controls and strengthening corporate innovation capabilities. This study provides new insights and empirical evidence to address the decline in the post-IPO performance of Chinese firms. The findings offer important practical implications for regulators refining independent director policies, investors evaluating governance quality, and IPO companies aiming to allocate independent director resources more effectively.

In academia, there is controversy regarding the effectiveness of busy independent directors. Given the unique institutional setting in China, this paper aims to explore the effects of busy independent directors on companies’ environmental, social and governance (ESG) performance in the country. Using samples of listed companies on the Shanghai Stock Exchange and the Shenzhen Stock Exchange from 2012 to 2022, the authors used a fixed-effect model to examine the effects of busy independent directors on companies’ ESG performance. The system generalised method of moments (GMM) model and the Heckman selection model were used for the robustness check. The results support the notion that busy independent directors negatively affect companies’ ESG performance. Hence, the busyness hypothesis regarding the ineffectiveness of busy independent directors in overseeing companies’ ESG strategy implementation is supported. Despite contradicting the findings of studies in the USA, the results have been proven reliable by a robustness check. Additional analysis proves the negative effects of busy boards on ESG performance. The negative effect is significant in small companies, companies without foreign auditors and non-polluting companies. The mechanism analysis suggests that not attending board meetings causes busy independent directors to be ineffective in overseeing the ESG practices of companies. This study enriches the discussion on the efficiency of busy independent directors in China. To enhance the board’s oversight role, regulators should address the issue of busy independent directors missing board meetings. Companies and credit rating agencies should consider directors’ outside commitments when assessing governance qualities.

We provide causal evidence on the effects of mandated board independence. We compare firms that replace existing non-independent directors to firms that retain these directors by reclassifying them as independent. Reclassification eligibility, being largely predetermined, offers quasi-exogenous variation in compliance strategies. We show that firms required to replace insiders perform worse post-mandate, driven by increased operational costs and reduced labor efficiency. Boards of non-reclassifying firms retain fewer former employees and replace them with directors more likely to join monitoring-focused committees, emphasizing the shift from advising to monitoring. Overall, these findings suggest that firm-specific director expertise contributes materially to performance and is consistent with pre-mandate board compositions optimized to balance benefits of enhanced monitoring against costs of reduced advisory capacity. We rule out alternative explanations, including adjustment costs due to director turnover and co-option. Our study underscores the importance of allowing firms flexibility in governance structures and cautions against uniform mandates.

No abstract available