{"title":"Operational IT Failures, IT Value-Destruction, and Board-Level IT Governance Changes","authors":"M. Benaroch, A. Chernobai","doi":"10.25300/MISQ/2017/41.3.04","DOIUrl":"https://doi.org/10.25300/MISQ/2017/41.3.04","url":null,"abstract":"This paper presents an empirical study of changes that firms implement in their board-level IT governance (ITG) upon experiencing operational IT failures. Consistent with the separation of oversight from management decisions, board-level ITG is responsible for monitoring managerial IT decisions and policies for controlling IT resources. We expect that operational IT failures indicating inadequacies in board monitoring of controls over IT resources would result in a negative stock market reaction and, in turn, induce firms to improve their board-level ITG. Our expectation is confirmed based on a sample of 110 operational IT failures from U.S. public financial firms. Specifically, our results demonstrate that subsequent to experiencing operational IT failures, firms make improvements to the IT competency level of their boards, and the improvements are proportional to the degree of negative market reaction. However, those improvements are only on the executive side of the board, namely: an increase in the IT experience of internal (executive) directors and an increased turnover rate of CIOs serving on the board. Furthermore, the likelihood of CIO turnover is lower in IT-intensive firms where such turnover could be more disruptive. Our results contribute to understanding the critical connection between operational IT failures and board-level ITG.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-01-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114781127","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}
{"title":"Board Connections and Debt Structure in Private Firms","authors":"M. Amore, S. Caselli, Paolo Colla, G. Corbetta","doi":"10.2139/ssrn.2821465","DOIUrl":"https://doi.org/10.2139/ssrn.2821465","url":null,"abstract":"We investigate the effect of board interlocks on family firms’ debt structure. Using a comprehensive panel data set from Italy, our empirical evidence indicates that interlocked directors facilitate family firms’ access to external debt, mostly in the form of trade debt. During episodes of liquidity dry-ups, board interlocks prove useful to withstand funding shortages and, in turn, to cope with the negative effects of the recession. These findings are consistent with the view that interlocked directors act as information and resource providers along the supply chain.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-12-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117103030","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}
{"title":"The Impact of Cultural Diversity in Corporate Boards on Firm Performance","authors":"Bart Frijns, O. Dodd, Helena Ćımerová","doi":"10.2139/ssrn.2817642","DOIUrl":"https://doi.org/10.2139/ssrn.2817642","url":null,"abstract":"We examine the impact of cultural diversity in boards of directors on firm performance. We construct a measure of national cultural diversity by calculating the average of cultural distances between board members using Hofstede's culture framework. Our findings indicate that national cultural diversity in boards negatively affects firm performance measured by Tobin's Q and ROA. These results hold after controlling for potential endogeneity using firm fixed effects and instrumental variables regressions. Further, the results are robust to controlling for a wide range of board and firm characteristics, including various measures of “foreignness” of the firm, alternative culture frameworks, and other measures of culture. The negative impact of cultural diversity on performance is mitigated by the complexity of the firm and the size of foreign sales and operations. In addition, we find that the negative effects of cultural diversity are concentrated among the independent directors. Finally, we find that not all aspects of cultural differences are equally important and that it is mainly the diversity in individualism and masculinity that affects the effectiveness of boards of directors.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"123 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-07-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122990148","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}
{"title":"Why Do Firms Downlist? Evidence on the Costs of IFRS Compliance and Enforcement","authors":"Joerg-Markus Hitz, Stephanie Müller-Bloch","doi":"10.2139/ssrn.2533959","DOIUrl":"https://doi.org/10.2139/ssrn.2533959","url":null,"abstract":"This paper investigates the role of costs associated with mandatory IFRS adoption and pertinent enforcement activities. We exploit an exogenous shock to the cost-benefit trade-offs associated with opting out of the EU-regulated market in Germany, and find that the costs of IFRS compliance and enforcement play an important role for firms’ decisions to downlist, i.e., to migrate from the regulated market to unregulated segments. We exploit two particular features of our setting, the availability of error findings established by the enforcement mechanism, and the observability of market and accounting data after firms downlisted. This enables us to identify a strong enforcement effect, which on many occasions appears to be the principal driver of firms’ decisions to opt out of the IFRS and enforcement mandate. Our findings shed light on the hitherto virtually unexplored costs of the EU’s IAS regulation. They raise concerns about potentially restrictive costs of applying and complying with IFRS, and suggest that self-selection issues need to be addressed when investigating economic effects of mandatory IFRS adoption.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"329 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-06-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134159197","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}
{"title":"Directors as Connectors: The Impact of the External Networks of Directors on Firms","authors":"Quoc-Anh Do, Y. Lee, B. Nguyen","doi":"10.2139/ssrn.2753836","DOIUrl":"https://doi.org/10.2139/ssrn.2753836","url":null,"abstract":"The external networks of directors significantly impact firm value and decisions. Surrounding close gubernatorial elections, local firms with directors connected to winners increase value by 4.1% over firms connected to losers. Director network’s value increases with network strength and activities, and is not due to network homophily. Connected firms are more likely to receive state subsidies, loans, and tax credits. They obtain better access to bank loans, borrow more, pay lower interest, invest and employ more, and enjoy better long-term performance. Network benefits are concentrated on connected firms, possibly through quid pro quo deals, and unlikely spread to industry competitors.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126669809","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}
{"title":"Women on Boards: The Superheroes of Tomorrow?","authors":"Renée B. Adams","doi":"10.2139/ssrn.2696804","DOIUrl":"https://doi.org/10.2139/ssrn.2696804","url":null,"abstract":"Can female directors help save economies and the firms on whose boards they sit? Policy makers seem to think so. Numerous countries have implemented boardroom gender policies because of business case arguments. While women may be the key to healthy economies, I argue that more research needs to be done to understand the benefits of board diversity. The literature faces three main challenges: data limitations, selection and causal inference. Recognizing and dealing with these challenges is important for developing informed research and policy. Negative stereotypes may be one reason women are underrepresented in management. It is not clear that promoting them on the basis of positive stereotypes does them, or society, a service.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"55 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132480473","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}
{"title":"Insider Trading B-Side: Relevance, Timeliness and Position Influence","authors":"F. Pontes, Orleans Silva Martins, Edilson Paulo","doi":"10.7819/RBGN.V17I58.2347","DOIUrl":"https://doi.org/10.7819/RBGN.V17I58.2347","url":null,"abstract":"Objective – Our main objective is to analyze the impacto f insider trading on stock investments’ decision. Design/methodology/approach – We used an online survey, obtaining 271 valid answers. To analyze our data, we used some parametric (t and F Anova), and non-parametric techniques (Mann-Whitney and Kruskal-Wallis). Findings – We find that insider tradings are relevant to investment decisions, and the timeliness also exert an influence to this kind of decision, especially abnormal trades. Practical implications – In practical terms, our results suggests that the Brazilian Securities and Exchange Commission (CVM) must update the Brazilian insider trading regulation to achieve the objective to protect investors. In the investors point of view, this possible update could improve investors’ ability to control insiders and follow his activities as well as to mimic his trades. Originality/value – The originality of our paper is an analysis of relevance, timeliness and influence of position in a firm as “determinants” of investment decisions. We use these three specific characteristics to criticize the Brazilian insider trading regulation.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-12-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114577846","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}
{"title":"Performance-Based Turnover on Corporate Boards","authors":"Thomas W. Bates, D. Becher, Jared I. Wilson","doi":"10.2139/ssrn.3190588","DOIUrl":"https://doi.org/10.2139/ssrn.3190588","url":null,"abstract":"We examine the threat of turnover as an incentive to align the interests of corporate directors with shareholders. Our results suggest an economically significant relation between director turnover and past firm performance. This relation only manifests in idiosyncratic stock returns; consistent with the monitoring of actions attributable to corporate boards. The director turnover-performance sensitivity increases over time as well as post-SOX and contemporaneous listing standards. This sensitivity also varies with numerous governance characteristics, most notably with the presence of an active external blockholder. In sum, the threat of replacement in the context of poor firm performance represents an economically significant incentive for directors.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126047866","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}
{"title":"Related Party Transactions – Empirical Study based on IFRS and SEC Disclosures","authors":"D. Beerbaum, Maciej Piechocki","doi":"10.2139/SSRN.2665015","DOIUrl":"https://doi.org/10.2139/SSRN.2665015","url":null,"abstract":"Many of the most well-known corporate scandals were associated to related party transactions such as Enron, Wordcom or Parmalat. However, transactions between entities and related parties must be adequately disclosed in the financial statements of the reporting entity. Although IAS 24 is endorsed over two decades, a general observations in the literature is that these transactions are not properly disclosed in all instances (Mackenzie et al., 2014). IAS 1 demands to fully comply with all IFRS, which also relates to materiality. Related party transactions are very often prescribed by local requirements and listing standards e.g. Form 20-F of the SEC, which have to be disclosed in parallel to the IAS 24 disclosures. This empirical study will focus on the comparison between those IFRS Related Party Transactions (IRPT) and Non-IFRS related Party Transactions (NIRPT) for a sample of 100 companies listed on the NYSE. The research question is if based on empirical data it is possible to support the hypothesis that IRPRT are not properly disclosed as material NIRPT are missing for IFRS purpose. The results are mixed, as the majority of the companies in the sample provide a summary disclosure for IFRS and SEC-related related party disclosures within the notes, however there are also selective corporations, which strictly separate IFRS IAS 24 disclosures from SEC related party disclosures without any reverse effect.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-09-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130390761","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}
{"title":"Disclosure Reform — The SEC is Riding Off in Two Directions at Once","authors":"R. Karmel","doi":"10.2139/SSRN.2650719","DOIUrl":"https://doi.org/10.2139/SSRN.2650719","url":null,"abstract":"The Securities and Exchange Commission (SEC) is being buffeted by diametrically opposing forces with regard to disclosure policy rulemaking. The Dodd-Frank Act of 2010 required the SEC to pass rules to compel public companies to make disclosures about conflict minerals, mine safety and certain payments to foreign governments, all for the purpose of advancing societal goals. Proponents of sustainability metrics have been urging the SEC to adopt standards relating to environmental and other similar matters, and a petition on disclosure of corporate contributions and lobbying expenses by public companies would involve the SEC in another political quagmire. Yet, the SEC is also being pressured by forces that would deregulate disclosure mandates and some such deregulatory measures were included in the JOBS Act of 2012. Also, the SEC has embarked on its own initiative for streamlining disclosure obligations. This article discusses these conflicting disclosure initiatives and some of the current academic papers and theories with regard to SEC disclosure policy. I suggest a few possible ways for the SEC to move forward, including scaled and tiered disclosure.","PeriodicalId":168140,"journal":{"name":"Corporate Governance: Internal Governance","volume":"140 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115732618","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}