{"title":"What Factors Drive Director Perceptions of Their Board's Effectiveness?","authors":"Boris Groysberg, P. Healy, R. Vijayaraghavan","doi":"10.2139/ssrn.2731512","DOIUrl":"https://doi.org/10.2139/ssrn.2731512","url":null,"abstract":"We use a survey of directors to collect data on their ratings of board effectiveness as well as board internal dynamics and key processes. Controlling for many of the governance metrics examined by prior research, we find that directors’ ratings of their boards’ effectiveness are positively related to measures of board internal dynamics (such as relations with the CEO and senior management, and its ability to perform well as a team), director engagement (reflected in meeting preparedness), and the breadth of the board’s experiences. Tests for a subset of firms that are identified in the survey show that boards rated as ineffective have a higher likelihood of losses one year after the survey, consistent with effective governance enhancing the management of risk.","PeriodicalId":170679,"journal":{"name":"ERN: Board Motivation & Incentives (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131330143","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 Independence and the Regulatory Framework for Appointing Independent Directors on the Boards of Listed Companies in India","authors":"S. Pande, V. Ansari","doi":"10.2139/ssrn.2549557","DOIUrl":"https://doi.org/10.2139/ssrn.2549557","url":null,"abstract":"Worldwide, the presence of independent directors on the board of listed companies is seen as an integral element of a company’s corporate governance process and has become a pre requisite for good governance. Consequently, in the recent years, governance reforms in India have increasingly pinned hope, as well as responsibility, on independent directors to achieve higher standards of governance in organizations.Unlike the Anglo Saxon world, where the key corporate governance challenge is disciplining the management and making it accountable to the distributed shareholders, the central challenge in corporate governance in India is that of disciplining the dominant shareholder(s) and protecting the interest of the minority shareholders. Therefore independent directors, in Indian business organizations, can become effective only when their appointment process is outside the influence of the dominant shareholders.This paper examines the current state of corporate boards among the S&P CNX 500 companies in India and reviews the impact of the changes that have been introduced in the recently amended Companies Act, 2013 and the revisions, by the Securities and Exchange Board of India (SEBI) to clause 49 of the Listing agreement dealing with corporate governance. While, with the recent changes, significant steps have been taken to strengthen the role of independent directors on the board of listed companies, the process for the appointment of independent directors needs to be further strengthened so as to truly improve the independence of the board in listed Indian companies.","PeriodicalId":170679,"journal":{"name":"ERN: Board Motivation & Incentives (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-01-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129503491","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 Independence, CEO Pay, and Camouflaged Compensation","authors":"Pablo Ruiz-Verdú, Ravi Singh","doi":"10.2139/ssrn.1786877","DOIUrl":"https://doi.org/10.2139/ssrn.1786877","url":null,"abstract":"We study how directors' reputational concerns influence executive compensation and the use of camouflaged forms of pay. We show that, in order to signal their independence to investors, boards lower managers' pay, but may also pay managers in hidden ways or structure compensation inefficiently. We also show that independent boards are more likely to make use of hidden compensation than manager-friendly boards. We apply our model to study the costs and benefits of greater pay transparency and of measures, such as say-on-pay initiatives, that increase boards' accountability to shareholders.","PeriodicalId":170679,"journal":{"name":"ERN: Board Motivation & Incentives (Topic)","volume":"110 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131605455","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 Influence on Remuneration: A Literature Review","authors":"P. Rampling","doi":"10.2139/ssrn.2109213","DOIUrl":"https://doi.org/10.2139/ssrn.2109213","url":null,"abstract":"Purpose – This paper develops a discussion for the board influence on board of directors and CEO remuneration of public listed corporation.Design/methodology/approach – This study entails Australia, The United States of America and The United Kingdom.Findings – The findings show that there is a proportionate mix of direct correlation between the influence of board members and the remuneration of executive directors and the CEO of public listed corporations.Originality/value – The paper will be of vital importance to other academics looking at this question, and to both public and private sector entities.","PeriodicalId":170679,"journal":{"name":"ERN: Board Motivation & Incentives (Topic)","volume":"16 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-07-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124790903","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 Board Governance on Director Compensation in West African IPO Firms","authors":"B. Hearn","doi":"10.2139/ssrn.1938728","DOIUrl":"https://doi.org/10.2139/ssrn.1938728","url":null,"abstract":"This paper undertakes a unique study of the determinants of corporate governance in the West African developing region and their impact on director compensation. A new measure of director total remuneration is constructed providing a conservative estimate of expropriation of private benefits of control. Using a hand-collected sample of 51 West African IPO firms from 2000 to 2011 we find evidence that increased presence of true independent nonexecutives that are unconnected to CEO or dominant insider groups within firm and nominally independent board level committees are highly associated with expropriation inferring that firm's with directors engaging in this behaviour are more likely to adopt measures indicative of governance best practice.","PeriodicalId":170679,"journal":{"name":"ERN: Board Motivation & Incentives (Topic)","volume":"8 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-10-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125388876","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":"Hicksian Income in the Conceptual Framework","authors":"M. Bromwich, R. Macve","doi":"10.1111/j.1467-6281.2010.00322.x","DOIUrl":"https://doi.org/10.1111/j.1467-6281.2010.00322.x","url":null,"abstract":"In seeking to replace accounting conventions by concepts in the pursuit of principles-based standards, the FASB/IASB joint project on the conceptual framework has grounded its approach on a well-known definition of income by Hicks. We welcome the use of theories by accounting standard setters and practitioners, if theories are considered in their entirety. Cherry-picking parts of a theory to serve the immediate aims of standard setters risks distortion. Misunderstanding and misinterpretation of the selected elements of a theory increase the distortion even more. We argue that the Boards have selectively picked from, misquoted, misunderstood and misapplied Hicksian concepts of income. We explore some alternative approaches to income suggested by Hicks and by other writers, and their relevance to current debates over the Boards' conceptual framework and standards. Our conclusions about how accounting concepts and conventions should be related differ from those of the Boards. Executive stock options (ESOs) provide an illustrative case study.","PeriodicalId":170679,"journal":{"name":"ERN: Board Motivation & Incentives (Topic)","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114732098","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}