Download or read book The Role of the Independent Director in CEO Supervision and Turnover written by Guido Stein and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: A considerable amount of research has been done on the figure of the CEO, approaching it from many angles. Our analysis focuses on the role played by the independent director in the supervision and turnover of the chief corporate executive. In the process, we have carried out a comprehensive reflection on the independent director, consulting the latest literature and including the results of the most recent empirical evidence. We have noticed that the role of the independent director often goes beyond the tasks that are usually considered specific to this function, namely, supervision of the company's senior management. However, the directors' independence cannot be built by requirements. It is a personal quality of the individual that transcends the various problems raised by agency theory. We believe that correct CEO supervision can only be effectively undertaken if the independent directors have these personal qualities. It seems that companies with a larger number of independent directors are more likely to replace the CEO when performance is not as expected. This can only happen if the independent directors enjoy effective independence.
Download or read book The Role of Independent Directors on CEO Monitoring and Turnover Spanish written by Guido Stein and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: There are many research papers devoted to the study of the CEO. This position has been studied from many perspectives. Our analysis focuses on the role that independent directors play in the monitoring and subsequent rotation of the main executive of a company. We therefore performed a comprehensive reflection on the Independent Director through the latest literature and incorporated the results of recent empirical evidence. We note that in many cases the role of independent directors exceeds the tasks that are often considered specific: the supervision of senior management. However, the independence of directors cannot be built with requirements. This is ultimately a characteristic of the person that transcends the various problems set by the agency theory. We believe that proper supervision of the CEO may be undertaken only if the independent directors enjoy these personal characteristics. It seems that firms with a greater number of independent directors are more likely to replace the CEO when the results are not expected. This could occur only if they qualify for an effective independence.
Download or read book The Effectiveness of Boards of Directors of State Owned Enterprises in Developing Countries written by Maria Vagliasindi and published by World Bank Publications. This book was released on 2008 with total page 32 pages. Available in PDF, EPUB and Kindle. Book excerpt: Abstract: This paper aims to shed some new light on the conditions needed to ensure the effectiveness of Boards of Directors of state owned enterprises with a focus on infrastructure sectors. In the case of developing countries, empirical studies have found evidence of positive links between the composition of the Board of Directors and financial performance. Yet the lack of solid theoretical foundations, and in some cases poor data availability, makes the conclusions of most studies weak. Several policy recommendations emerge from the review of the economic literature and evidence from case studies. First, the introduction of a sufficient number of independent directors emerges as an important corporate governance milestone. Empowering them to exercise effective monitoring of management, however, may prove to be a formidable challenge for of state owned enterprises. More attention to board procedures, particularly related to the Board selection and evaluation process, is essential, to produce the necessary insulation of Boards from government interference. Ensuring sufficient continuity of services to directors is particularly crucial to improve corporate governance. In addition, other factors that may reduce directors' ability to monitor corporate activities, such as the age profile and the number of Boards on which they sit, need to be handled more carefully.
Download or read book Corporate Governance Board Oversight and CEO Turnover written by Volker Laux and published by Now Publishers. This book was released on 2014-10-06 with total page 86 pages. Available in PDF, EPUB and Kindle. Book excerpt: One of the primary roles of corporate boards is to control the processes by which top executives are assessed and if necessary replaced. CEO turnover cannot be viewed in isolation because it affects the behavior of the involved players and hence interacts with other organizational goals. This monograph seeks to synthesize recent research that analyzes these interactions. I focus on a number of recurring themes, including the implications of CEO assessment and replacement on optimal contracting, board monitoring, project selection, financial reporting, and CEO selection.
Download or read book The Role of Independent Directors After Sarbanes Oxley written by Bruce F. Dravis and published by American Bar Association. This book was released on 2007 with total page 206 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is intended to provide independent directors and their advisors with an understanding of the primary legal and governance issues that have evolved in the corporate governance environment since the passage of the Sarbanes-Oxley Act in 2002. The text on the accompanying CD-ROM sourcebook offers hypertext linked footnotes to direct lawyers (or interested non-lawyers) to legal source material.
Download or read book The Board of Directors written by Ettore Croci and published by Springer. This book was released on 2018-12-04 with total page 167 pages. Available in PDF, EPUB and Kindle. Book excerpt: Boards of directors are a central feature of any corporate governance regime. The role of directors and how they affect firm value and policies is examined in depth in academic literature. However, it is easy to get both lost and overwhelmed when searching through the literature review that investigates several characteristics, often one at the time. This book provides a careful and concise look at corporate finance literature, specifically with regard to the board of directors, summarizing the main findings and reconciling them. This book documents the pros and cons associated with the various attributes of the board and the directors as found in the current literature and provides sections geared specifically to practitioners in this space, as well, allowing for a better and more comprehensive description of this important corporate governance mechanism. The resulting book aims to facilitate the interpretation of changes in corporate governance through the lens of the recent academic literature.
Download or read book The Key Code and Advanced Handbook for the Governance and Supervision of Banks in Australia written by Francesco de Zwart and published by Springer Nature. This book was released on 2021-10-12 with total page 1377 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Key Code and Handbook examines the corporate governance and accountability of Major Banks, their directors and executives which were the central focus of bank, Supervisor, Regulator and governmental activity and public scrutiny in 2018 and 2019. This book explores this responsibility focus by providing evidence from the Global Financial Crisis and beyond with both APRA and ASIC investigating illegal conduct, misconduct and conduct which was below the level of community expectations. This book discusses how the Royal Commission into misconduct in the banking and financial services industry has already given rise to a detailed Final Report whose recommendations are still being put into effect. Further, this book uses evidence provided by the large number of Prudential Standards issued by APRA and investigations into the conduct of Major Banks by Regulators. This book explores governance variables – over 1,700 in number and grouped into 159 ‘key groupings’ or separate categories – which are all indexed to 28 governmental, regulatory and supervisory reports and documents to create a governance code and commentary specifically tailored to Australian banks. Each governance variable is modelled on the Stage 1 Relational Approach contained in Enhancing Firm Sustainability Through Governance. Given the huge interest in the governance of banks, Parts 1 and 2 – explaining the Relational Approach - of Stage 1 were recently published in November 2018 and June 2019 in the Australian Journal of Corporate Law. This book is the largest reference book and handbook in publication worldwide containing the structures, mechanisms, processes and protocols – the checks and balances we call ‘governance variables’ – that deeply addresses and explains banking accountability and regulation in Australia.
Download or read book Independent Directors in Asia written by Dan W. Puchniak and published by Cambridge University Press. This book was released on 2017-11-02 with total page 637 pages. Available in PDF, EPUB and Kindle. Book excerpt: The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.
Download or read book A Handbook on Independent Directors written by Institute of Directors and published by Institute of Directors IOD India. This book was released on with total page 239 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Handbook on Independent Directors covers the roles, duties, responsibilities and authority of corporate directors. This handbook on Independent Directors is the perfect guide and must have for ID’s who want to have a better understanding of their role in the Board, and perform effectively. It is the perfect tool to help be aware of all aspects of being an Independent Directors.
Download or read book Taxmann s Analysis A Deep Dive into CII Guidelines on Independent Directors Appointment and Board Assessment written by Taxmann and published by Taxmann Publications Private Limited. This book was released on 2024-02-08 with total page 13 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Confederation of Indian Industry (CII) has issued guidelines on Independent Directors' Appointment and Board Assessment, which is divided into two parts: ‣ Part A: It focuses on appointment and succession planning, emphasizing diversity and clarity in roles ‣ Part B: It guides efficient Board Evaluation processes This article aims to discuss the CII guidelines and their impact in a summarized manner, which includes: ‣ Stress the importance of clear responsibilities, continuous succession planning, diversity in board composition, insurance coverage, and fair compensation for Independent Directors ‣ Recommend formalizing indemnity and insurance agreements, aligning compensation with responsibilities, and disclosing action taken based on evaluations ‣ Aim to enhance board effectiveness, mitigate risks, and promote transparency in corporate governance
Download or read book Should Independent Directors Have Term Limits The Role of Experience in Corporate Governance written by Ying Dou and published by . This book was released on 2015 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: Using a sample of S&P 1500 firms from 1998-2013, we examine the role of independent directors with extended tenures in board-level governance, monitoring decisions, and advising outcomes. We document a higher level of commitment among these directors as they are more likely to attend board meetings and also become members of board committees. Firms with a higher proportion of directors with extended tenures have lower CEO pay, higher CEO turnover-performance sensitivity, and a smaller likelihood of intentionally misreporting earnings. These firms also restrict the expansion of resources under the CEO's control as they are less likely to make acquisitions, while the acquisitions that are made are of higher quality. Efforts to impose term limits may, therefore, be misguided.
Download or read book Corporate Governance and Directors Independence written by Yuan Zhao and published by Kluwer Law International B.V.. This book was released on 2011-01-01 with total page 242 pages. Available in PDF, EPUB and Kindle. Book excerpt: More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.
Download or read book Making a Difference written by Gerry Brown and published by Walter de Gruyter GmbH & Co KG. This book was released on 2020-12-16 with total page 158 pages. Available in PDF, EPUB and Kindle. Book excerpt: Are you one of the many people in this world who want to make a difference? What if you could make a real lasting difference to your community and change the lives of thousands? The answer is to become an independent director (ID). Independent directors play a vital role in governing health services, charities, sporting bodies and educational establishments and can be especially effective in times of great change and uncertainty. Not only do they play a crucial role in steering and developing strategy, and managing risk, they are also the key to ensuring accountability. They are the people who ensure these organisations properly serve all of their stakeholders, be it employees, customers or the wider society. They are the real long-term custodians of organisations. Now, more than ever, these organisations are crying out for diverse, committed and engaged independent directors. The demand for impartial input is greater than ever before. There is no better time to step up and make a difference. Gerry Brown’s Making a Difference is the essential guide to becoming an ID, what to expect in that position, and what you can achieve once you are one. This book will inspire you to put yourself forward, take a seat at the table and get involved in organisational change. Democratising independent directorship is a powerful way to help transform policies from within and change things for the better.
Download or read book Contemporary Issues in Banking written by Myriam García-Olalla and published by Springer. This book was released on 2018-07-23 with total page 470 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book offers insights into the contemporary issues in banking with a special focus on the recent European regulatory reforms, governance and the performance of firms. Written by prestigious professors and expert academics in the field, the book also covers a diverse set of topics that have gained great importance in this sector such as firm financing, culture, risk and other challenges faced by banks. The book is of interest to scholars, students and professionals in banking.
Download or read book Independent Executive Directors written by Luke C.D. Stein and published by . This book was released on 2019 with total page 53 pages. Available in PDF, EPUB and Kindle. Book excerpt: Active corporate executives are a popular source of independent directors. Although their knowledge, expertise, and network can bring value to firms on whose boards they sit, independent executive directors may be more likely to be distracted than other directors due to their outside executive roles. Using newly constructed data linking independent directors to their employers, we identify periods when employers' poor performance may distract them from board service. We find that firms with distracted independent executive directors have lower performance and value, higher CEO compensation, reduced CEO turnover-performance sensitivity, lower earnings quality, and lower M&A performance. These adverse effects are mainly driven by distracted directors who sit on relevant committees, and are stronger for small boards.
Download or read book The Corporate Board written by Ada Demb and published by Oxford University Press. This book was released on 1992-04-02 with total page 225 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written for practitioners, this book addresses corporate governance and the role of the board of directors in multinational corporations. Throughout the world, corporations are experiencing the second major transition in corporate governance of this century. The nature of the relationship between the corporation and the rest of society is changing fundamentally. The corporate board has unique responsibilities during this transition, but as it tries to respond directors are faced with destabilizing paradoxes: resolving who is in control--management or the board, achieving critical judgment while maintaining detachment, and avoiding becoming either a cozy club or a collection of all-stars. This book, based on interviews with 71 directors serving on more than 500 boards in eight countries, shows the nature of the challenges and suggests ways to analyze and confront them. This major international study compares the experiences of board members in Canada, Finland, France, Germany, Great Britain, the Netherlands, Switzerland, and Venezuela.
Download or read book CEO Entrenchment Versus Boards of Directors written by James Markham and published by ProQuest. This book was released on 2009 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporations are the most important business form in the modern economy accounting for the vast preponderance of value added. Consequently, how well they function substantially determines how well the economy functions. Corporations are governed both by formal legal rules and by market pressures coming from product, labor, and capital markets, including the market for corporate control. In both legal and economic theory, shareholder interests should be foremost in corporate governance, meaning that the directors and managers of a corporation should always act in the shareholders' best interests. Economists justify this paramount consideration of shareholders' interests by citing the shareholders' status as the residual claimants to the corporation's profits. Economic theory and research also tell us that shareholders will be interested in very little other than stock returns. Thus, we would expect that, if directors of corporations make their decisions to retain or replace the corporation's CEO according to the best interests of shareholders, the performance of the corporation should be a critical factor and little else should matter. Using a sample that is larger (nearly 10,000 observations) and more recent (1999-2006) than in previously published work, I study board decisions to retain or replace CEOs ("CEO turnover"). I find such decisions are based on both accounting and stock return results and depend critically upon how the directors and the CEO respectively control company stock. Greater CEO control discourages turnover while greater control among directors other than the CEO relates directly to turnover. In addition, among poorly-performing firms in general and among poorly-performing firms with CEOs below normal retirement age, the presence on the board of employees other than the CEO, the CEO serving as chairman, and large board size all appear to entrench the CEO vis-à-vis the board. Classified boards (i.e.-those with staggered election terms among directors), board independence, independence of the nominating committee, and the presence of outside blockholders do not matter to turnover. All of these results apply even among the subset of CEOs who are below normal retirement age.
