European Business Organization Law Review
Is there a correlation between the composition of the board of directors and the quantity and quality of information disclosed to the market, and in particular with respect to the disclosure of privileged, price-sensitive information? Our work examines this question with respect to the Italian Stock Exchange, also considering the role of minority-appointed directors in light of the Italian rules on slate voting that facilitate the election of directors by institutional investors and other minority shareholders. Based on a unique dataset of hand-picked data, we answer the basic research question in the affirmative. Independent directors and minority-appointed directors appear to have a positive impact on the amount and, to some extent, quality of disclosure, in particular if they have specific professional and educational qualifications (‘highly skilled directors’). We also tested if the market reacts to the information that is made public in order to consider the possible objection that outside directors simply require more disclosure of unimportant information. The event studies we conducted, however, indicate abnormal returns in the correspondence on the announcements we considered. The study sheds light on the role of independent and minority-appointed directors suggesting that they foster corporate transparency.
Board of directors
Most extant literature implicitly equates obtaining information through board interlocks to acting on the information. We investigate triggers that help to translate the information into action. In addition to exposure to the information by board interlocks, we suggest that the self‐interest of the individuals who create these ties and hierarchical power of interlinked firms determines the likelihood of taking actions of adopting new practices.
Using the action of adopting two distinctive governance practices, stock option pays or board reform, we find that sent ties and received ties affect the adoption decisions differently. Whereas sent ties reflect managerial interests, received ties derive power from a hierarchical relationship between the focal firm and the interlinked firm. Such differential nature of sent and received ties drives a differential result in terms of adopting two distinctive governance practices. We also find support for different moderating effects of firm performance on the impact of sent and received ties.
In this study, we incorporated the self‐interest of executives with sent ties to prior adopters and the power of directors who establish ties with prior adopters that are hierarchically positioned. By doing so, this study paints a more fine‐grained picture regarding underlying mechanisms by which information gained through ties is translated into action. This provides important insights for both agency theory and resource‐dependency theory.
Hierarchical board ties are not a unique phenomenon in Japan. We often find such ties in business groups in China, India, Korea, and some European countries. Establishing board interlocks among subsidiaries in a business group is an important governance resolution for controlling the whole business group. Hence, our findings that the ties carry not only information but also agent's interest and hierarchical power should be taken into account when a business group designs board interlocks.
board policy issues
resource dependence theory
We propose and test a new explanation for forced CEO turnover, and examine its implications for the impact of firm performance on CEO turnover. Investors may disagree with management on optimal decisions due to heterogeneous prior beliefs. Theory suggests that such disagreement may be persistent and costly to firms; we document that this induces them to sometimes replace CEOs who investors disagree with, controlling for firm performance. A lower level of CEO-investor disagreement serves to partially “protect” CEOs from being fired, thus reducing turnover-performance sensitivity, which we also document. We also show that firms are more likely to hire an external CEO as a successor if disagreement with the departing CEO is higher. Disagreement declines following forced CEO turnover. Using various empirical strategies, we rule out other confounding interpretations of our findings. We conclude that disagreement, independently of firm performance, affects forced CEO turnover.
Corporate Governance: The international journal of business in society
The purpose of this study is to explore the regulatory framework in China and the extent to which Chinese multinationals have implemented and disclosed their anti-bribery and corruption (ABC) compliance practices. This is done against the backdrop of the evolving international ABC compliance standards.
This study is based on detailed reviews of the ABC compliance standards of international organizations; legislation passed by the USA, the UK and Chinese Governments; seven semi-structured interviews with leading experts in the field; and comparisons of ABC program disclosures of four Chinese with four best-in-class western multinational corporations.
A high level of convergence was found in the ABC standards published by the international organizations. Several positive features were found in the Chinese ABC regulatory frameworks but our findings indicate that there is minimal disclosure around ABC compliance program practices. This paper shows that a transparent disclosure would represent an easy win for Chinese multinational corporations and contribute to raising their reputations internationally.
While there are numerous studies in the law literature on ABC compliance standards and the extent to which they are effective in achieving their objectives, this is an emergent area in management research, to which our study makes a contribution. Future research could explore how other emerging economies are tackling this important issue.
By proactively adopting ABC compliance practices, corporations can seize the ethical high ground and build solid reputations with their stakeholders.
It is believed that this study is the first academic study that compares Chinese and international ABC standards.
Academy of Management Proceedings
We explore the circumstances under which a non-family business (NFB) might adopt some of the characteristics of a family business (FB). We conduct an in-depth analysis of the recent developments at Infosys Technologies, a listed company that over its 32 year history had taken great pains to adopt the corporate governance characteristics of an NFB. In June 2013, the board made an announcement that seemed to move its corporate governance towards an FB model. We assess the pros and cons of such a transition for the interests of minority shareholders, who are considered most vulnerable relative to large block shareholders and managers. We also discuss why such a transition might take place and suggest the socio-emotional wealth of the founding families in their organizations as a possible explanation.
Journal of Business Venturing
In this paper, we use a unique hand-collected dataset to analyze stock listing as an entrepreneurial decision. By comparing mainland Chinese entrepreneurial firms listed in Hong Kong with the same type of firms opting for a domestic listing on the Shenzhen second board market, we argue that the decision to list on a particular stock exchange is a question of entrepreneurial signaling, and often a trade-off between short-term financial considerations and the entrepreneur's pursuit of long-term benefits.
Management International Review
This paper examines the impact of corporate governance and institutional environments on the export behaviour of firms in emerging economies. We argue that the role of corporate governance should be analysed from both principal- agent and principal-principal perspectives. We hypothesise that institutional environments moderate the effects of corporate governance on export behaviour.
Analysis of a sample of Chinese listed firms supports our argument that outside directors and CEO shareholding help firms make export decisions, while the effects of ownership concentration may be non-monotonic.
Sample firms’ export propensity is higher the better the institutional environments of their locations. This positive effect of institutional environments comes both directly and from the moderating of the effects of corporate governance.