In a seminal paper, Aumann (1987, Econometrica 55, 1–18) showed how the choices of rational players could be analyzed in a unified state space framework. His innovation was to include the choices of the players in the description of the states, thus abolishing Savage’s (1954, The Foundations of Statistics. Wiley, New York) distinction between acts and consequences. But this simplification comes at a price: Aumann’s notion of Bayes rationality does not allow players to evaluate what would happen were they to (...) deviate from their actual choices. We show how the addition of a causal structure to the framework enables us to analyze such counterfactual statements, and use it to introduce a notion of causal rationality. Under a plausible causal independence condition, the two notions are shown to be equivalent. If we are prepared to accept this condition we can dispense with the causal apparatus and retain Aumann’s original framework. (shrink)

This study examines the influence of board independence on firm agency cost among listed firms in Bangladesh, which feature concentrated ownership and high insider representation on corporate boards. This study uses three measures of agency cost: the ‘expense ratio’, the ‘Q-free cash flow interaction’ and the ‘asset utilization ratio’. The finding of the study is that board independence can reduce the firm agency cost only under ‘asset utilization ratio’ measure of agency cost. These findings are robust (...) to several robustness tests. Furthermore, the non-linearity tests suggest that the benefit of outside independent directors is generally plausible as a factor controlling agency costs in the case of a medium level of board independence. Overall, these findings do not reject the validity of agency theory, supporting the Anglo-American orthodoxy promoting outside independent directors as good monitors. (shrink)

This study addresses a gap in the literature on corporate governance and corporate social responsibility by investigating whether and how board independence and institutional ownership moderate the relationship between digital transformation and corporate social performance. We find that digital transformation increases CSP using a panel dataset of Chinese publicly listed firms between 2014 and 2018. Moreover, we show that this positive impact is more pronounced when firms have higher proportions of independent directors on the board and institutional (...) owners. These findings contribute to a better understanding of CSR dynamics, supporting the formulation and implementation of efficient CSR strategies in the digital era. (shrink)

This paper examines whether independent directors who have social ties to management (inside directors) can effectively perform their fiduciary duty to monitor management on behalf of shareholders. Ex ante, it is not clear whether social ties will enhance or obstruct the quality of board performance. Theory suggests that directors who are socially tied to management are ineffective and would make decisions favoring management. However, social ties can increase trust and information sharing between management and independent directors, improving directors' ability (...) and effectiveness in governing the company (Westphal, J. D.: 1999, The Academy of Management Journal 42(1), 7-24). To examine these contradicting predictions I use social network analysis and construct proxies for social ties between management and independent board members. Using these proxies, I first demonstrate that social ties are associated with higher managerial compensation. Further analyses reveal that these results are driven by social ties that include members of the compensation committee. Conversely, I demonstrate that financial reporting quality is improved when social ties exist. Specifically, I find that the likelihood of material weaknesses in internal controls and the likelihood of financial restatements are lower in companies with social ties. I further observe that this improved quality of financial reporting holds only when social ties include members of the audit committee. I conclude that ethically, socially tied independent directors should disqualify themselves from serving on compensation committees where social independence is essential. However, in tasks where collaboration with management is essential, directors with social links to each other can be of added value to shareholders. (shrink)

On August Business Roundtable, the Business Roundtable redefined the purpose and social responsibility of the corporation. Yet, this statement must be followed by substantial changes in the business models of corporations for it to avoid becoming empty rhetoric. We believe that the figure of the independent director may be one of the catalysts needed for this change of paradigm for corporations. In spite of the positive correlation between Corporate Social Responsibility and board independence, the development of the (...) class='Hi'>independence of boards during the last decade has not lead to the expected CSR results. Academics and regulators point to a weak definition and the non-standardized measurement of both independence and board independence as one possible explanation, and agree that a broader definition is needed. This paper aims to contribute to this debate. We develop a second-generation definition of independence based on a positive approximation to the concept by integrating an Aristotelian perspective of virtue ethics with the best practices of corporate governance. Thus, we define independence as a virtue guided by practical wisdom, that implies autonomy and autarky and which enables a person to act with integrity, fairness and truthfulness. In the context of corporate governance, independence is associated with an honest disposition to serve. Our proposal has political implications for supervisors that make decisions relating to the suitability of board members. (shrink)

In this paper we investigate whether independent directors’ attendance at board meetings enhances investor protection using a difference-in-difference approach. We find that independent directors’ attendance alleviates tunneling. This effect is more pronounced in non-state-owned enterprises than in state-owned enterprises. The reinforcement of external supervision substitutes for the role of independent directors’ attendance and this substitution effect is more significant in non-SOEs. Together, these results imply that independent directors’ attendance at board meetings can play an important role in protecting (...) investors, especially in non-SOEs and when external supervision is weak. This paper sheds new light on independent directors’ function in corporate governance, and has implications for institutional improvements. (shrink)

A number of unique problems plague human research protection efforts at United States (U.S.) State and Territorial Departments of Health (DOHs) problems which might be ameliorated through a consolidated national or regional, independent, not-for-profit Institutional Review Board (IRB).

A number of unique problems plague human research protection efforts at United States State and Territorial Departments of Health. The first problem is related to the number of Institutional Review Boards operated by and Federalwide Assurances held by DOHs. The lack of these two essential regulatory human research protection program mechanisms points to a possible inadequacy of infrastructure at DOHs for protecting human subjects. The second and third problems are related to the use and interpretation of research protection laws and (...) regulations at DOHs. Parsing public health activities into research or practice can be vexing and likely produces variability in how individual DOHs make the determination between research and practice and the outcomes of such decisions for the same or similar projects. A related problem is that DOH or Institutional Review Board officials might misclassify public health practice activities as research, which can have costly, adverse consequences. (shrink)

Institutional investors, policy makers, and researchers have advocated for greater director independence in hopes of improving corporate governance and discouraging unethical behaviors such as corporate frauds, accounting irregularities, and other organizational failures. However, increasing demands upon directors and sitting CEOs, as well as constraints on the number of boards on which they can serve, has resulted in a dramatic increase in the use of retired independent directors. Compared to other directors with full-time job demands, we argue that RIDs have (...) lesser time constraints and greater attentional capacities with which to discharge their responsibilities, thereby improving overall board “bandwidth.” Using S&P 1500 firms for the period of 2000–2012, we find that enhanced board bandwidth associated with an increased proportion of RIDs on the board relates to greater resource provisioning through reducing costs of capital, improved monitoring through reducing disclosure-related weaknesses, and better accounting and market performance. We thereby advance traditional board bandwidth research by contemplating the available time that independent directors would have by virtue of being retired and relating this to board effectiveness. (shrink)

Boards of directors affect corporate strategy and decision-making through monitoring of management and resource provision. Recently, an increasing number of studies have examined the relationships between board characteristics and corporate social responsibility (CSR). These studies have yielded inconsistent findings. This article therefore reports the results of a study applying meta-analytical techniques to a sample of 82 empirical studies to help clarify the relationships between board characteristics and CSR. Although prior research has tended to apply relatively simplistic models investigating (...) the impact of individual board characteristics independently and only directly, we adopt a more complex perspective to shed new light on the board characteristics–CSR nexus. Specifically, we use a meta-analytic path model that accounts for the potential interplay between board characteristics in determining CSR and tests whether the presence of a CSR committee plays a meditating role. Our findings suggest that board size, board independence, and female board representation are partially interrelated with each other and jointly influence CSR directly as well as indirectly via the presence of a CSR committee. In addition, we find that country-level institutional factors act as moderators and that the relationships differ with regard to the specific dimension of CSR (i.e., social, environmental, or aggregate). (shrink)

This paper investigates the association between board characteristics and the company’s corporate social responsibility assurance decision in China. By examining 2054 firm-years of Chinese listed companies with CSR reports from 2008 to 2012, we find that firms with a large board size, more female directors, and separation of CEO and chairman positions are more likely to engage in CSR assurance. Gender diversity also influences the CSR assurance provider choice. However, board independence and overseas background of the (...) CEO do not affect the CSR assurance decision. Inconsistent with our prediction, firms with foreign directors are less likely to engage in voluntary CSR assurance. In summary, this research provides in-depth insights into the determinants of Chinese firms’ voluntary CSR assurance. (shrink)

A growing body of work suggests that the presence of women and of independent directors on boards of directors is associated with higher corporate environmental performance. However, the mechanisms linking board composition to corporate environmental performance are not well understood. This study proposes and empirically tests the mediating role of sustainability-themed alliances in the relationship between board composition and corporate environmental performance. Using the population of public oil and gas firms in the United States as the sample, the (...) study relies on renewable energy alliances to measure sustainability-themed alliances and longitudinally analyzes lagged data for independent and control variables. The study found that the higher the representation of women on a firm’s board, the more likely the firm is to form sustainability-themed alliances, and the higher the representation of independent directors on a firm’s board, the more likely the firm is to form sustainability-themed alliances. Such alliances, in turn, positively contribute to corporate environmental performance. This paper discusses the study’s contributions to the board composition-social performance literature. (shrink)

This study analyzes how the board’s characteristics could be associated with globally corporate social responsibility CSR and specific areas of CSR. It is drawn on all listed firms, in 2016, on the SBF120 between 2003 and 2016. Our results provide strong evidence that diversity in boards and diversity of boards globally are positively associated with corporate social performance. However, they influence differently specific dimensions of CSR performance. First, we show that large boards are positively associated with all areas of (...) CSR performance, while specific and overall CSR scores are negatively associated with CEO-chair structures. Second, board gender diversity is positively associated with human rights and corporate governance dimensions. Third, age diversity is positively associated with corporate governance, human resources, human rights, and environmental activities. Also, our results provide evidence that outside directors care about CSR performance. Specifically, the presence of foreign directors is positively associated with environmental performance and community involvement, whereas CSR-Governance dimension is positively associated with the presence of independent directors. Regarding the director’s educational level, post-graduated directors are positively and significantly associated with overall CSR score and all CSR sub-scores, except the corporate governance one. When directors have multiple directorships, they are more concerned about human resources, environmental performance, and business ethics. Finally, our findings are robust only in non-family firms. In fact, family boards are less diverse than non-family ones; specifically, they have a lower number of independent, foreign, and high-educated directors. (shrink)

This study examines the impact of board gender diversity on financial performance of listed Indian firms in a dynamic modelling framework. Using a firm-year unit of analysis, a sample of 148 publicly listed firms across multiple industries have been studied over a period of five financial years namely FY 2008–2009 to FY 2012–2013. Employing panel data analysis, percentage of women directors is taken as the independent variable and firm performance measured by return on assets and Tobin’s Q as the (...) dependent variables. The primary results of the study using ordinary least squares and fixed effects estimation models point towards a positive and significant relationship between percentage of independent women directors and firm performance. However, results are reversed when the theoretically superior Arellano Bond estimation is used. Findings of the study indicate that the number of companies with no IWDs is reducing across the 5 years of study. This may be due to external pressure created by stakeholders. Also, the number of companies with one IWD is increasing over the period of the study, while the number of companies with two or three or more directors is more or less the same. The number of two or three IWD companies remaining the same could arguably be due to lack of availability of independent directors who are women. (shrink)

BackgroundThe use of a Community Advisory Board is one method of ensuring community engagement in community based research. To identify the process used to constitute CABs in Zambia, this paper draws on the perspectives of both research team members and CAB members from research groups who used CABs in Lusaka. Enabling and restricting factors impacting on the functioning of the CAB were identified.MethodsAll studies approved by the University of Zambia Bioethics Research Committee from 2008 – 2012 were reviewed to (...) identify those studies that were likely to include a CAB. Eight teams with studies that included a CAB were identified. For each of these studies, consent was obtained to conduct an informal interview with a research team member and to obtain contact details for one CAB member. In total 14 interviews were conducted with 8 research team members and 6 CAB members from 12–30 August 2013.ResultsIdentification of potential CAB members from the community and their participation in developing the terms of reference for CABs was perceived to have contributed to the success of the CAB. Due to the trust that the community had in members of their community the CABs were then in a stronger position to influence community participation in the research. Training of CAB members was identified as a factor that enhanced the functioning of a CAB. Lack of commitment and low literacy levels of CAB members posed a threat to the role of the CAB. Although compensation in the form of a stipend was not provided, CAB members were provided with transport reimbursements for attending meetings.ConclusionsSelection of CAB members from within the community contributed to community confidence in the CAB, enhancing its ability to act as an effective link between study team and community. This contributed positively to the conduct of the study and enhanced community awareness and acceptance of the research. However, establishment of study specific CABs has the potential to compromise CAB independence due to support provided by the research team in the form of transport reimbursements and other forms of support. Consideration should be given to establishing community wide Community Advisory Boards that could function across a range of studies to increase independent objective decision-making. (shrink)

Laura Stark’s ethnography of IRB decision-making unearthed two concerns: first, even though the committees were governed by ethical principles, the committees generated their own precedents for future decision-making; second, Stark witnessed unequal power relations within committee decision-making as a member’s expertise was accepted as a ‘warrant’. This article examines how these warrants are practiced within the decision-making process of New Zealand’s four Health and Disability Ethics Committees. More specifically, this article concerns these warrants during a committee’s decision to consult with (...) indigenous communities, a decision for which there exist no guidelines. The article ends by discussing ethical issues when observing in public places. (shrink)

Business ethics is one of the most significant demands made by institutional and individual investors, who usually require the participation of the board of directors in the planning and implementation of ethical behaviour in corporations. This is done by drawing up an ethics code and then monitoring its fulfilment. This study has a dual objective: first, to analyse the role played by the composition of the board of directors, and by that we mean its independence and the (...) diversity of its members, on the implementation and scope of an EC, and, second, to detect whether the corporate governance system moderates the level of involvement of the board in ethical issues. The findings obtained from a data panel sample made up of 760 listed companies from 12 countries for the years 2003–2009 show that the largest companies with large-sized and diverse boards implement the most developed ECs. Nevertheless, the extent of involvement of the independent directors is conditioned by the level of shareholder orientation characteristic of the system of CG in the corporation’s country of origin. (shrink)

This article explores how the diversity of board resources and the number of women on boards affect firms' corporate social responsibility (CSR) ratings, and how, in turn, CSR influences corporate reputation. In addition, this article examines whether CSR ratings mediate the relationships among board resource diversity, gender composition, and corporate reputation. The OLS regression results using lagged data for independent and control variables were statistically significant for the gender composition hypotheses, but not for the resource diversitybased hypotheses. CSR (...) ratings had a positive impact on reputation and mediated the relationship between the number of women on the board and corporate reputation. (shrink)

Outside directors’ regular board meeting attendance is important in improving the effectiveness of a governance system. Such attendance is evidence of their commitment to the firm as key other players in monitoring and decision making. Using a unique dataset for Korean firms, and three-level random coefficients models, we find that, foreign outside directors, an independent appointment process, professional knowledge of business operations and accumulated firm-specific knowledge are important factors that affect outside directors’ attendance of board meetings. The results (...) also confirm that both outside directors’ personal characteristics and the social context are crucial in understanding their board meeting attendance. Further analysis shows that a positive corporate environment that supports the outside director system encourages outside directors’ attendance at board meetings. (shrink)

Previous studies in Western contexts have examined the relationships between various board characteristics and CSR, yet the relationships need to be re-examined in non-Western contexts given differential theoretical premises across contexts. We specifically propose that the effects of board characteristics on CSR in Korea should be patterned distinctively from Western-based existing literature, focusing on three important board characteristics, such as a board’s independence, social ties, and diversity. Using a panel dataset from large Korean firms, we (...) found that various relationships between board characteristics and CSR were non-linear, whereas most of the previous research on Western contexts found that the same relationships were linear. Specifically, curvilinear relationships were found between CSR and board independence, CEO-outside director social ties, and educational diversity. Our findings suggest that there is no universal feature of CSR-supportive board characteristics due to the unique characteristics of various institutional contexts. (shrink)

This study examines the influence of women’s board representation on the proportion of women senior managers in the United Kingdom (UK) from 1999 to 2019. We take a multi-theoretic approach, drawing on the trickle-down effect, critical mass theory, and agency theory, to explore several aspects of this topic. We find that more women on boards is associated with more women in senior management as suggested by the trickle-down perspective. We also find support for a critical mass effect; while one (...) or two women on a board is beneficial for advancing women into senior management, three or more women directors is more advantageous. Consistent with agency theory expectations, the relationship between women on boards and senior management gender diversity is driven almost entirely by women in non-executive, rather than executive, board positions, presumably as a result of the relative independence non-executive directors have compared to their executive director counterparts. Our study suggests that increasing women’s board appointments is a potential solution to the underrepresentation of women senior managers and may assist in building a pipeline for future CEO and board appointments. (shrink)

We examine the key elements of board diversity (or heterogeneity) amongst listed companies operating in an emerging economy (Mauritius) and the extent to which these influence financial performance. Specifically, we ask whether there is evidence of tangible benefits in pursuing a strategy of board diversity in terms of gender-, age-, educational background and independence in a corporate context which has long been dominated by family-led and ‘closed’ boardrooms. In light of recent corporate governance developments which appear to (...) foster greater diversity, we examine data from the 2007 annual reports of all 42 companies listed on the Stock Exchange of Mauritius. We find that (i) women remain poorly represented on boards (ii) there is a relatively satisfactory level of heterogeneity in terms of educational background, age and independence in relation to developed countries. We also find significant regression coefficients for all four variables in terms of their impact on short-term performance. However, these relationships are characterised by both negative and positive impacts thereby leading to discussions on the validity of a strict heterogeneous or homogeneous board composition in the context of a developing economy. (shrink)

This article seeks to contribute to the literature on corporate governance with particular focus on state-owned enterprises (SOEs). We put our analysis into the context of Russian SOEs operating in an economy with a high level of the state presence, and investigate the relationship between board characteristics and the dividend policy of SOEs. Specifically, we add to the studies on corporate governance in emerging markets by consideration of professional attorneys, a special category of mandated directors and a unique feature (...) of boards of Russian SOEs. We analysed a panel of 1,226 firm-year observations for 2009-2012, the specific period of incremental innovations in SOEs' governance. Generally, our results support the agency theory and demonstrate that an increase in the proportion of independent directors and professional attorneys and an increase in the dividend payouts occur simultaneously, while the proportion of executives on the board is negatively related to the payout ratio. (shrink)

Following resource-based and complementary asset perspectives, this paper examines the effects of board and management resources on corporate social responsibility in a sample of large Australian public firms. Specifically, this study posits that outside directors and women on boards are complementary in that their multiplicative effect incrementally influences CSR above their individual, independent effects. The hypothesis is confirmed. Further, the study tests the interactive effect of a senior CSR manager, determining the independent and complementary effects of managerial resources upon (...) board resources. The results suggest that a senior CSR manager has both an independent and complementary effect, offering support for the hypotheses. The findings offer some confirmation of resource-based theory, demonstrating that board resources can be complementary within the boardroom context and complementary to management in positively affecting firm outcomes. (shrink)

In today's world, the corporate image of the largest companies is closely linked to their performance in the field of corporate social responsibility and the disclosure of information on that topic, specifically, on climate change. Since the Board of Directors is the body responsible for this process, the aim of this article is to show the role that companies' Boards of Directors play in the accountability process vis-à-vis stakeholders in relation to one specific aspect which has enormous significance in (...) environmental information: practices used to monitor greenhouse gas emissions. In order to achieve this, we shall verify certain business characteristics, in addition to the size and activity of the Board of Directors, and we shall take different dependence models into consideration. These models will include variables related to the level of independence and diversity of the Board of Directors, which interact with dummy variables representing the company's litigation risks regarding environmental behavior and the institutional macro-context of the organization's country of origin. The results make it clear that Boards of Directors are basically focused on the traditional responsibility of creating economic value, instead of dealing with today's broader business world concepts, which include social responsibility. This focus, therefore, does not favor the accountability process before other stakeholders, if this makes it more difficult to protect the interests of shareholders. (shrink)

Since the announcement and establishment of the Oversight Board (OB) by the technology company Meta as an independent institution reviewing Facebook and Instagram’s content moderation decisions, the OB has been subjected to scholarly scrutiny ranging from praise to criticism. However, there is currently no overarching framework for understanding the OB’s various strengths and weaknesses. Consequently, this article analyses, organises, and supplements academic literature, news articles, and Meta and OB documents to understand the OB’s strengths and weaknesses and how it (...) can be improved. Significant strengths include its ability to enhance the transparency of content moderation decisions and processes, to effect reform indirectly through policy recommendations, and its assertiveness in interpreting its jurisdiction and overruling Meta. Significant weaknesses include its limited jurisdiction, limited impact, Meta’s control over the OB’s precedent, and its lack of diversity. The analysis of a recent OB case in Ethiopia shows these strengths and weaknesses in practice. The OB’s relationship with Meta and governments will lead to challenges and opportunities shaping its future development. Reforms to the OB should improve the OB’s control over its precedent, apply OB precedent to currently disputed cases, and clarify the standards for invoking OB precedent. Finally, these reforms provide the foundation for an additional improvement to address the OB’s institutional weaknesses, by involving users in determining whether the OB’s precedent should be applied to decide current content moderation disputes. (shrink)

The readability of 10-K reports, in terms of linguistic complexity, determines the usefulness of information disclosure for stakeholders, particularly individual investors. Since investors largely depend on the financial communication in 10-K reports, firms have an ethical and legal responsibility to present disclosures in a language investors can understand. However, motivated by self-interest, managers obfuscate such disclosures to mask their own actions and hide unfavourable information. Building on the managerial obfuscation hypothesis grounded in stakeholder-agency and ethical-sensitivity theories, I hypothesize and empirically (...) test the relationship between board gender diversity and the readability of narrative disclosure in 10-K reports. Based on a relatively large sample of Russell 3000 firms for the years 2002–2018, I find a significant positive impact of BGD on 10-K reports’ readability, which in turn improves firm performance. Channel analysis reveals that the findings are driven by female independent directors, and their representation on audit and compensation committees; however, board activity does not appear to drive this relationship. Finally, I find that although gender discrimination in the appointment of directors spurs complex readability, the BGD-readability relationship is consistent in gender-biased and non-discriminant firms. I also check the robustness of our main empirical results in several ways. My study has important regulatory and managerial implications in that corporate governance is an important determinant of the readability of disclosure documents. (shrink)

Since the Asian crisis, East Asian nations have strived to introduce corporate governance codes, directing companies how to best improve their corporate governance practices. However, these codes have not been universally accepted by East Asian companies. This study examines the adoption of major board-related corporate governance recommendations by large nonfinancial companies in seven East Asian nations and investigates whether improvements in these board governance machanisms have been associated with increased operating performance and market value. The results indicate that (...) family-owned companies started with worse board governance and have been least likely to improve their board governance since the crisis. Overall, bigger, faster growing, non-family-owned companies with less concentrated ownership have been more likely to improve their board governance. Splitting of the positions of Chairman and CEO, creation of audit and nomination committees and improvements in overall board governance were found to have a positive relationship with subsequent operating performance and/or market value. (shrink)

This study empirically examines the association between certain director characteristics and the extent of voluntary audit committee disclosure in annual reports. Results suggest that Singapore's publicly traded firms are more likely to voluntarily disclose audit committee related information as: the number of board members increases; different individuals occupy the roles of CEO and board chairperson; and the proportion of independent directors serving on the board increases. Findings, however, fail to show any association between the amount of voluntary (...) audit committee disclosure and the percentage of executive directors' ownership. Documented findings are of interest and benefit to various parties including regulators, corporate governance reformists, and corporate management. For instance, findings imply that a positive by-product of implementing major corporate governance reforms currently championed by corporate governance reformists will be an increase in audit committee disclosures. As a result, there will be less pressure on regulators to develop, introduce, and enforce mandatory audit committee disclosures that may be potentially intrusive to a firm's management. (shrink)

This paper explores an increasingly prevalent element of board-level commitment to sustainability. We propose a theoretical framework under which the existence and associated actions of board-level sustainability committees are motivated by shared value creation, where the interests of a diverse group of stakeholders are satisfied and sufficient profit is achieved. Using hand-collected data, we find that sustainability committees are heterogeneous in focus and vary in their effectiveness. Specifically, we disaggregate the sustainability committee construct based on stakeholder group focus (...) and find that associations between sustainability committees and performance outcomes are stronger when committees focused on a specific stakeholder group are paired with relevant performance outcomes. We generally find that sustainability committees are effective at impacting relevant strengths, but do not mitigate relevant concerns. These results are consistent with the shared value framework, where committees both generate value by pursuing sustainability-related opportunities and protect value by monitoring, but not necessarily mitigating sustainability-related risks. Univariate tests suggest that effective committees are also larger, more independent, and meet more frequently. Finally, we propose a new method to classify industries based on their sensitivity to certain stakeholder groups and find that the effectiveness of committees focused on specific stakeholders is more pronounced in industries that are sensitive to these stakeholders. (shrink)

The underrepresentation of females on corporate boards is an important ethical issue that raises serious concerns about gender equality in senior management teams. Relying on a large sample of public firms from the Chinese market, we examine how social trust affects female board representation. We find that female board representation has a positive and significant relation with social trust. The effect is more pronounced in regions with a higher male-to-female sex ratio at birth, lower levels of education, lower (...) GDP per capita, and in nonfamily firms. We also find that higher social trust is more likely to increase the number of non-independent female directors rather than independent ones. Further analyses show that increased female board representation is an important channel through which social trust improves corporate ESG ratings. Overall, our study suggests that social trust contributes positively to gender diversity in corporate management. (shrink)

The Code of Best Practice produced by the Cadbury Committee on the Financial Aspects of Corporate Governance (Cadbury Committee 1992) may be viewed as an ethical code in that it prescribes standards of board behaviour. The Code’s specific recommendations with regard to audit committees appear to offer a practical mechanism for the promotion of ethical behaviour through the inhibition of potentially unethical influences exerted by executive directors over external auditors. The rationale for these recommendations centres on the independence (...) of audit committee members, implying that independence is a prerequisite for ethical behaviour. This paper questions the assumptions regarding the role of independence through an exploration of conceptions of independence held by individuals involved in the activities of audit committees in major UK public limited companies. It suggests that audit committees may have an unarticulated role in providing an arena for the display of independence by the participants. This display forms a part of the ceremonial performance which builds confidence in corporate governance mechanisms. (shrink)

The Code of Best Practice produced by the Cadbury Committee on the Financial Aspects of Corporate Governance may be viewed as an ethical code in that it prescribes standards of board behaviour. The Code’s specific recommendations with regard to audit committees appear to offer a practical mechanism for the promotion of ethical behaviour through the inhibition of potentially unethical influences exerted by executive directors over external auditors. The rationale for these recommendations centres on the independence of audit committee (...) members, implying that independence is a prerequisite for ethical behaviour. This paper questions the assumptions regarding the role of independence through an exploration of conceptions of independence held by individuals involved in the activities of audit committees in major UK public limited companies. It suggests that audit committees may have an unarticulated role in providing an arena for the display of independence by the participants. This display forms a part of the ceremonial performance which builds confidence in corporate governance mechanisms. (shrink)

The present global financial crisis has revived the notion that competitive markets may lead some directors and executives to behave in opportunistic ways considered unethical and even illegal, through the pursuit of self-interest. This article proposes and tests an integrated model that offers new insights into the relationship between board structure, independence and firm value. By incorporating the proportion of independent directors on the board as a moderating factor in this relationship, this study contributes to a better (...) understanding of the entrenchment and convergence-of-interests hypotheses. Using empirical data obtained from 114 Spanish listed companies in a context of economic crisis, from 2007 to 2010, we conclude that having a board with a greater proportion of independent directors reduces the negative association existing between firm value and a large board size and significant board share ownership. (shrink)

This study examines the impact of board gender diversity on financial misconduct. The findings suggest firms with gender-diverse boards commit fewer financial reporting mistakes and engage in less fraud. The findings hold after accounting for the potentially endogenous nature of board demographic characteristics via instrumental variable approach. Furthermore, the findings are consistent in pre- and post-regulation periods and hold for firms with good and bad governance. The findings do not seem driven by differences in effort or quality, in (...) terms of independence and expertise, of female and male directors. The benefit derived from increasing the number of female directors on corporate boards seems to diminish at higher levels of gender diversity, indicating that impact of gender diversity on decreasing the likelihood of financial misconduct may be a result of a change to board group dynamics. (shrink)

In this article, we examine the factors determining the representation of women on boards of directors by considering three main questions. The first question deals with the relationship between characteristics of ownership and governance on one side, and female directorship on the other. The second major question concerns the demographic attributes of women directors, such as nationality, foreign experience, educational level, business expertise, and connections to external sources. The third important question refers to women in senior positions on French boards (...) (e.g., as independent members or board subcommittee members) in relation to firm characteristics and women’s demographic attributes. Our study focuses on French large- and mid-capitalized companies belonging to the SBF120 stock market index during a 5-year period running from 2000 to 2004. First, our results give evidence that the appointment of women directors is strongly related to family ownership and board or firm size. Second, the appointment of women directors is related to their professional services, valuable skills, and network links. Furthermore, we show that women face a double glass-ceiling problem, and note that French firms rely more on the demographic attributes of their women directors when they are appointed to senior board positions. Our study sheds light on issues concerning the law that comes into force in 2016, which imposes quotas of women members on boards of directors in French companies. (shrink)

In this article, we use a sample of Norwegian quoted companies in the period of 2001–2010 to explore whether the gender quota requiring 40 % female directors on corporate boards changes the likelihood of women being appointed to top leadership roles as board chairs or corporate CEOs. Our empirical results indicate that the gender quota and the resulting increased representation of female directors provide a fertile ground for women to take top leadership positions. The presence of female board (...) chairs is positively associated with female directors’ independence status, age and qualification, whilst the presence of female CEOs is positively related to the average qualification of female directors. Firms with older and better educated female directors are more likely to appoint female board chairs. The likelihood of female CEOs’ appointment increases with the percentage of independent directors and directors’ qualifications, especially those for female directors. Furthermore, the gender gaps with respect to qualification, board interlocks and nationality between female and male board chairs vanishes after Norwegian companies’ full compliance to the quota in January 2008. However, the gender quota has no significant impact on the gender gaps between female and male directors after its full compliance. Our article thereby contributes to understanding how gender quotas, presence of female directors, percentage of female directors on boards and other board characteristics can determine the gender of top leaders of organizations. (shrink)

Right-node raising of anaphors and bound pronouns out of coordinations, as in "Every student likes, and every professor hates, himself / his neighbors" is judged more acceptable in German and Dutch than in English. Using combinatory categorial grammar, this paper ties the cross-linguistic difference to the fact that German and Dutch are V-2 languages, and V-2 necessitates a lifted category for verbs that automatically caters to the right-node raised duplicator. The same lifted category is optionally available in English, but it (...) is not needed for independent syntactic purposes. (shrink)

The rule against bias is a central tenet of English law and it also impacts on collegiate courts which typically exercise appellate/review jurisdictions over their professional or student members. This is true of the Bar Standards Board which has established the adjudicatory bodies to enforce its regulatory framework and has vested the procedure of fair trials upon the Council of the Inns of Court which is responsible for appointing the Disciplinary Tribunal panels that conduct hearings for professional misconduct. The (...) COIC has been exposed for ‘irregularities’ in the findings of guilt against barristers who have been adjudged by non-qualified judges. In R v Visitors to the Inns of Court and Ors [2014] EWCA Civ 1630, the Court of Appeal ruled that a disciplinary tribunal or a panel of visitors appointed from barristers or lay representatives outside its pool of enrolled judges would still ensure independence and guarantee freedom from outside pressure. The impugned tribunal members who were not entitled to sit nevertheless had authority to act as de facto judges. This part of the ruling reinforces the regulatory bodies inherent power to appoint its own tribunal to adjudicate and it needs a more rigorous application of natural justice principle on the part of the BSB. (shrink)

This paper mainly explores the effect of naive independent directors on firm performance. Using hand-collected data on Chinese listed companies, this study finds that the proportion of naive independent directors is positively associated with firm performance, and an increased proportion of naive independent directors reduce the probability of tunneling of controlling shareholders and financial distress. The findings are robust after using alternative explanatory variables and retro-causality tests. Furthermore, the relation between naive independent directors and firm performance mainly existed in firms (...) with lower shareholdings of the largest shareholder and firms with lower financial leverage. Moreover, this paper finds that firm size, corporate ownership type, and equity balance degree are important factors affecting the appointment of naive independent directors. This paper offers further empirical evidence to the existing research related to naive independent directors and provides an effective way to improve corporate board governance. (shrink)

In his Romanes Lecture of 1907, Lord Curzon emphasized the overwhelming influence of “natural” and “artificial” frontiers in the political history of the modern world. As Barry Smith has shown, the same could be said, more generally, of the natural and artificial boundaries that are at work in articulating every aspect of the reality with which we have to deal, not only in the world of geography, but the world of human experience at large. Moreover, once the natural/artificial distinction has (...) been recognized, it can be drawn across the board: not merely in relation to boundaries but also in relation to those entities that may be said to have boundaries. If something enjoys a natural boundary, its identity and survival conditions do not depend on us; it is a bona fide, mind-independent entity of its own. By contrast, if its boundary is artificial, then the entity itself is to some degree a fiat entity, a product of our worldmaking. Here I am interested in limit case: what if, pace Curzon and pace Smith, all entities turned out to be of the latter sort? (shrink)

BackgroundCommunity engagement is a key component in health research. One of the ways health researchers ensure community engagement is through Community Advisory Boards (CABs). The capacity of CABs to properly perform their role in clinical research has not been well described in many resource limited settings. In this study, we assessed the capacity of CABs for effective community engagement in Uganda.MethodsWe conducted a cross sectional study with mixed methods. We used structured questionnaires and key informant interviews (KII) to collect data (...) from CAB members, trial investigators, and community liaison officers. For quantitative data, we used descriptive statistics while for qualitative data we used content analysis.ResultsSeventy three CAB members were interviewed using structured questionnaires; 58.9% males, median age 49 years (IQR 24–70), 71.2% had attained tertiary education, 42.5% never attended any research ethics training, only 26% had a training in human subject protection, 30.1% had training in health research, 50.7% never attended any training about the role of CABs, and 72.6% had no guidelines for their operation. On the qualitative aspect, 24 KIIs cited CAB members to have some skills and ability to understand and review study documents, offer guidance on community norms and expectations and give valuable feedback to the investigators. However, challenges like limited resources, lack of independence and guidelines, and knowledge gaps about research ethics were cited as hindrances of CABs capacity.ConclusionThough CABs have some capacity to perform their role in the Ugandan setting, their functionality is limited by lack of resources to facilitate their work, lack of independence, lack of guidelines for their operations and limited knowledge regarding issues of research ethics and protection of the rights of trial participants. (shrink)

This paper investigates the relationship between director independence and firm performance, as well as ownership of firms and firm performance in Malaysia. We find that independent outside directors and foreign directors have a significant positive effect on firm performance after controlling for the influence of other corporate governance variables such as firm ownership and board sizes. The study demonstrates that when a critical mass of outside directors' independence is achieved, this has a significant economic impact on the (...) firm performance. The results have implications for rethinking board composition requirements in the emerging markets. [PUBLICATION ABSTRACT]. (shrink)

Distributed Leadership (DL) is a feature of education in many jurisdictions. Similarly, in Ireland the principles of DL have been adopted as part of a quality framework to underpin a system that provides high quality student care, learning and teaching. This model necessitates an alignment of senior leaders (SLs) and middle leaders (MLs) whose actions are informed by the needs and priorities of their particular school. The traditional notion of the ML position as a management position is changing. The evolution (...) requires a reconceptualisation, a transformation of the role and how we support and develop it to ensure that MLs are an integral part of the leadership structure of the school. This pragmatic research explored the PD needs of MLs in Irish, Education and Training Board (ETB) post-primary schools. It involved a mixed-methods, exploratory sequential study. Stage one involved a set of five semi structured interviews with AP I post holders. These were used as an instrument to develop the online surveys. Stage two involved quantitative research. Online surveys were distributed to all ETB schools in the republic of Ireland. In stage three a summary of the findings of the survey were shared with ten AP Is who were subsequently interviewed to gain further insights. The study illustrated that the development of MLs requires the support of SLs, skills development, a supportive school culture and combined training for senior and middle leaders which should be facilitated by an independent person. (shrink)

We investigate the regulatory sanctions imposed on independent directors for their firms’ financial frauds in China. These regulatory sanctions are prima-facie evidence of significant lapses in business ethics. During the period 2003–2010, 302-person-time independent directors were penalized by the regulator, and the two stock exchanges. We find that the independent directors with accounting experiences are more likely to be penalized by the CSRC, though they do not suffer more severe penalties than do the other sanctioned independent directors. We also find (...) that independent directors suffer less severe penalties than do the insider directors. These results are consistent with the hypothesis that the sanctions on independent directors are tied to their assumed ethical and legal responsibilities. Following a regulatory sanction, penalized independent directors experience a significant decline in the number of other board seats held. However, they can gain board seats in better quality firms. We find that interlocked firms that share penalized independent directors with the fraud firm do not suffer from a valuation decline. Overall, our results suggest that regulatory sanctions have not triggered further sanctions on the penalized directors in the labor market but they have, instead, created a disincentive for these directors to serve on the company boards of high-risk firms. (shrink)

Engaging communities in community-based health research is increasingly being adopted in low- and middle-income countries. The use of community advisory boards is one method of practicing community involvement in health research. To date, few studies provide in-depth accounts of the strategies that CAB members use to practice community engagement. We assessed the perspectives, experiences and practices of the first local CAB in Eswatini, which was implemented as part of the MaxART Early Access to ART for All study. Trained Swazi research (...) assistants conducted two focus group discussions and 13 semi-structured interviews with CAB members who had been part of the MaxART study for at least 2.5 years. Interviews explored CAB composition and recruitment, the activities of CAB members, the mechanisms used to engage with communities and the challenges they faced in their role. The MaxART CAB played an active role in the implementation of the Early Access to Art for All study, and activities mainly focused on: promoting ethical conduct, in particular privacy, consent and confidentiality; communication and education, communicating about the study and educating the community on the benefits of HIV testing and early access to HIV treatment; and liaising between the community and the research team. Strategies for interacting with communities were varied and included attending general community meetings, visiting health facilities and visiting public places such as cattle dipping tanks, buses, bars and churches. Differences in the approach to community engagement between CAB members living in the study areas and those residing outside were identified. The experiences of the first CAB in Eswatini demonstrate that community engagement using CABs is a valuable mechanism for engaging communities in implementation studies. Considerations that could impact CAB functioning include clearly defining the scope of the CAB, addressing issues of CAB independence, the CAB budget, providing emotional support for CAB members, and providing continuous training and capacity building. These issues should be addressed during the early stages of CAB formation in order to optimize functioning. (shrink)

Engaging communities in community-based health research is increasingly being adopted in low- and middle-income countries. The use of community advisory boards is one method of practicing community involvement in health research. To date, few studies provide in-depth accounts of the strategies that CAB members use to practice community engagement. We assessed the perspectives, experiences and practices of the first local CAB in Eswatini, which was implemented as part of the MaxART Early Access to ART for All study. Trained Swazi research (...) assistants conducted two focus group discussions and 13 semi-structured interviews with CAB members who had been part of the MaxART study for at least 2.5 years. Interviews explored CAB composition and recruitment, the activities of CAB members, the mechanisms used to engage with communities and the challenges they faced in their role. The MaxART CAB played an active role in the implementation of the Early Access to Art for All study, and activities mainly focused on: promoting ethical conduct, in particular privacy, consent and confidentiality; communication and education, communicating about the study and educating the community on the benefits of HIV testing and early access to HIV treatment; and liaising between the community and the research team. Strategies for interacting with communities were varied and included attending general community meetings, visiting health facilities and visiting public places such as cattle dipping tanks, buses, bars and churches. Differences in the approach to community engagement between CAB members living in the study areas and those residing outside were identified. The experiences of the first CAB in Eswatini demonstrate that community engagement using CABs is a valuable mechanism for engaging communities in implementation studies. Considerations that could impact CAB functioning include clearly defining the scope of the CAB, addressing issues of CAB independence, the CAB budget, providing emotional support for CAB members, and providing continuous training and capacity building. These issues should be addressed during the early stages of CAB formation in order to optimize functioning. (shrink)

Background Community advisory boards have expanded beyond high-income countries and play an increasing role in low- and middle-income country research. Much research has examined CABs in HICs, but less is known about CABs in LMICs. The purposes of this scoping review are to examine the creation and implementation of CABs in LMICs, including identifying frequently reported challenges, and to discuss implications for research ethics. Methods We searched five databases for publications describing or evaluating CABs in LMICs. Two researchers independently reviewed (...) articles for inclusion. Data related to the following aspects of CABs were extracted from included publications: time, country, financial support, research focus, responsibilities, and challenges. Thematic analyses were used to summarize textual data describing challenges. Results Our search yielded 2005 citations, 83 of which were deemed eligible for inclusion. Most studies were published between 2010 and 2017. Upper-middle-income countries were more likely to have studies describing CABs, with South Africa, China, and Thailand having the greatest numbers. The United States National Institutes of Health was the main source of financial support for CABs. Many CABs focused on HIV research. Thirty-four studies reported how CABs influenced the informed consent process for clinical trials or other aspects of research ethics. CAB responsibilities were related to clinical trials, including reviewing study protocols, educating local communities about research activities, and promoting the ethical conduct of research. Challenges faced by CABs included the following: incomplete ethical regulations and guidance; limited knowledge of science among members of communities and CABs; unstable and unbalanced power relationships between researchers and local communities; poor CAB management, including lack of formal participation structures and absence of CAB leadership; competing demands for time that limited participation in CAB activities; and language barriers between research staff and community members. Several challenges reflected shortcomings within the research team. Conclusions Our findings examine the formation and implementation of CABs in LMICs and identify several ethical challenges. These findings suggest the need for further ethics training among CAB members and researchers in LMICs. (shrink)

The purpose of this study was to assess the degree of editorial independence at a sample of medical journals and the relationship between the journals and their owners. We surveyed the editors of 33 medical journals owned by not-for-profit organizations (“associations”), including 10 journals represented on the International Committee of Medical Journal Editors (nine of which are general medical journals) and a random sample of 23 specialist journals with high impact factors that are indexed by the Institute for Scientific (...) Information. The main outcome measures were the authority to hire, fire, and oversee the work of the editor; the editor’s tenure and financial compensation; control of the journal’s budget; publication of material about the association; and the editor’s perceptions about editorial independence and pressure over editorial content. Of the 33 editors, 23 (70%) reported having complete editorial freedom, and the remainder reported a high level of freedom (a score of ≥8, where 10 equals complete editorial freedom and 1 equals no editorial freedom). Nevertheless, a substantial minority of editors reported having received at least some pressure in recent years over editorial content from the association’s leadership (42%), senior staff (30%), or rank-and-file members (39%). The association’s board of directors has the authority to hire (48%) or fire (55%) the editor for about half of the journals, and the editor reports to the board for 10 journals (30%). Twenty-three editors (70%) are appointed for a specific term (median term =5 years). Three-fifths of the journals have no control over their profit, and the majority of journals use the association’s legal counsel and/or media relations staff. Stronger safeguards are needed to give editors protection against pressure over editorial content, including written guarantees of editorial freedom and governance structures that support those guarantees. Strong safeguards are also needed because editors may have less freedom than they believe (especially if they have not yet tested their freedom in an area of controversy). (shrink)