CGN: Boards & Directors (Topic)最新文献

The Impact of a Principles-Based Approach to Director Gender Diversity Policy 基于原则的方法对董事性别多样性政策的影响

CGN: Boards & Directors (Topic) Pub Date : 2021-08-23 DOI: 10.2139/ssrn.3910116

Tor-Erik Bakke, L. Field, Hamed Mahmudi, Aazam Virani

引用次数: 0

Director Appointments, Boardroom Networks, and Firm Environmental Performance 董事任命、董事会网络和公司环境绩效

CGN: Boards & Directors (Topic) Pub Date : 2021-07-08 DOI: 10.2139/ssrn.3882645

Ming-Yuan Chen, Dakshina G. De Silva, Aurélie Slechten

引用次数: 0

Changing Guards: Improving Corporate Governance with D&O Insurer Rotations 换岗:通过董事及首席执行官轮岗改善公司治理

CGN: Boards & Directors (Topic) Pub Date : 2020-07-25 DOI: 10.2139/ssrn.3660571

Andrew Verstein

引用次数: 1

Secretary of Board of Directors and Corporate Internal Information: Evidence from Chinese Stock Market 董事会秘书制度与公司内部信息:来自中国股市的证据

CGN: Boards & Directors (Topic) Pub Date : 2020-06-22 DOI: 10.2139/ssrn.3632781

Bingwei Chen, Guanglei Zhou

{"title":"Secretary of Board of Directors and Corporate Internal Information: Evidence from Chinese Stock Market","authors":"Bingwei Chen, Guanglei Zhou","doi":"10.2139/ssrn.3632781","DOIUrl":"https://doi.org/10.2139/ssrn.3632781","url":null,"abstract":"In 2006, the implementation of the new company law confirmed the executive status of the secretary of the board of directors for the first time in a legal sense, and also emphasized the responsibility of the secretary of the board of directors in \"handling information disclosure affairs\". Internal control information disclosure is the enterprise according to the standard of internal control evaluation of the enterprise internal control system of self-evaluation, investors judge the value of the enterprise. Can the secretary of the board of directors affect the quality of internal control information disclosure of listed companies? The role of his personal background in the process of information disclosure deserves further study. Based on the empirical study of 2400 listed companies in Shanghai and Shenzhen by using the random effect model (REM), this paper finds that the working time, shareholding situation, multi-position situation and educational background of the secretary of the board of directors have a positive impact on the internal environment, risk assessment, control activities, information and communication, and information disclosure quality of internal supervision. However, the gender of the secretary has little impact on the quality of such information disclosure. In addition, this paper also explores state-owned enterprises and gets the same results. It can be seen that the personal background of the secretary for the President has begun to play a role and the implementation of the secretary for the President system is gradually on the right track.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-06-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124795307","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

One Duty to All: The Fiduciary Duty of Impartiality and Stockholders’ Conflict of Interest 对所有人的一种义务:公正的信义义务与股东利益冲突

CGN: Boards & Directors (Topic) Pub Date : 2019-09-19 DOI: 10.2139/ssrn.3456340

Shachar Nir

{"title":"One Duty to All: The Fiduciary Duty of Impartiality and Stockholders’ Conflict of Interest","authors":"Shachar Nir","doi":"10.2139/ssrn.3456340","DOIUrl":"https://doi.org/10.2139/ssrn.3456340","url":null,"abstract":"Delaware precedent, primarily Trados and ODN, holds that corporate boards of directors owe fiduciary duties to holders of corporation common stock and not to holders of preferred stock. This precedent, however, fails to address a broad range of complex but commonly occurring potential conflicts between and among holders of common stock and multiple classes of preferred stock. \u0000 \u0000Rarely analyzed or applied in an intra-corporate context, the fiduciary duty of impartiality allows a fiduciary to exercise discretion while having a duty to act bona fide in the best interests of the beneficiaries as a whole. Mostly derived from U.S. common law of trusts, this duty requires a fiduciary to act in the best interests of the beneficiaries but recognizes that beneficiaries have competing economic interests. It is a balancing test that provides a corporation’s board of directors a flexible tool with which to weigh various, and often conflicting, stockholders’ interests to reach a resolution that maximizes the value of the enterprise as a whole. As such, the fiduciary duty of impartiality provides an analytical framework that allows for the discipline and consistent resolution of many of these unexplored conflicts.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-09-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114199592","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 4

Codetermination and Aggressive Reporting: Audit Committee Employee Representation, Tax Aggressiveness, and Earnings Management 共同决定和积极报告:审计委员会员工代表，税收积极和盈余管理

CGN: Boards & Directors (Topic) Pub Date : 2019-07-31 DOI: 10.2139/ssrn.3441342

James A. Chyz, Marc Eulerich, B. Fligge, Miles A. Romney

{"title":"Codetermination and Aggressive Reporting: Audit Committee Employee Representation, Tax Aggressiveness, and Earnings Management","authors":"James A. Chyz, Marc Eulerich, B. Fligge, Miles A. Romney","doi":"10.2139/ssrn.3441342","DOIUrl":"https://doi.org/10.2139/ssrn.3441342","url":null,"abstract":"This study examines whether board-level codetermination (inclusion of employee representatives on the board) reduces aggressive financial reporting, i.e. tax aggressiveness and earnings management. Consistent with prior research, we expect employees to prefer lower tax aggressiveness and less earnings management. To the extent codetermination allows for effective employee monitoring of management, we expect it to be associated with reductions in aggressive reporting. We use a unique dataset from listed German companies to identify a granular measure of board-level codetermination that allows us to better identify the mechanisms through which employees can monitor and influence firms’ decisions and outcomes. Although prior research points to the importance of audit committee member financial expertise, we find that employee representation on audit committees is the most influential codetermination mechanism associated with reduced tax aggressiveness and earnings management. We contribute to prior and current discussions of stronger employee rights and influences on management decisions from a board-level perspective.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"35 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-07-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126917326","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 6

What Is the Influence of Lead Independent Directors on Corporate Tax Policy? 首席独立董事对企业税收政策的影响?

CGN: Boards & Directors (Topic) Pub Date : 2018-11-26 DOI: 10.2139/ssrn.3290897

B. Gao, Thomas C. Omer

{"title":"What Is the Influence of Lead Independent Directors on Corporate Tax Policy?","authors":"B. Gao, Thomas C. Omer","doi":"10.2139/ssrn.3290897","DOIUrl":"https://doi.org/10.2139/ssrn.3290897","url":null,"abstract":"This paper examines the effect that lead independent directors serving on the board have on corporate tax policy. Through reviewing and approving board meeting agendas, lead independent directors (LIDs) could affect corporate tax policy by influencing the tax-related content in board meeting agendas. Through overseeing non-management directors' meetings and facilitating the communication between independent directors and CEO, LIDs could affect the information flow about corporate tax policy that reaches the CEO. We find that GAAP effective tax rates are higher for companies with lead independent directors, suggesting that lead independent directors serve as a corporate governance mechanism that limits aggressive corporate tax policy. The result is stronger for companies with a lower ratio of independent directors on the board, lower financial constraints, younger firms, and lower existing effective tax rates. In additional tests, We find a negative association between the presence of lead independent directors and tax volatility. We also find consistent results after controlling several lead independent directors’ characteristics that might influence corporate tax policy.","PeriodicalId":127611,"journal":{"name":"CGN: Boards & Directors (Topic)","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-11-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125431256","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Independent Directors, Critical Mass and Firm Performance: Empirical Evidence from a Natural Experiment in Taiwan 独立董事、临界质量与公司绩效:来自台湾自然实验的经验证据

CGN: Boards & Directors (Topic) Pub Date : 2018-10-19 DOI: 10.2139/ssrn.3269697

Yaoyao Fan, Yuxiang Jiang, Mao-Feng Kao, Hong Liu

引用次数: 0

What Do Outside Directors Actually Do? Evidence From Their Voting Activities 外部董事实际上是做什么的?他们投票活动的证据

CGN: Boards & Directors (Topic) Pub Date : 2018-03-23 DOI: 10.2139/ssrn.3148336

Wonseok Choi, Monika K. Rabarison

引用次数: 0

Director Networks, Mobility, and Governance: Evidence from Corporate Bankruptcies 董事网络、流动性和治理:来自公司破产的证据

CGN: Boards & Directors (Topic) Pub Date : 2018-03-09 DOI: 10.2139/ssrn.3019113

Shenje Hshieh, Nimesh Patel, Jiasun Li

引用次数: 1