scholarly journals Retribución y composición del Consejo de Administración : evidencia empírica para las empresas cotizadas españolas

Author(s):  
Elena Merino Madrid ◽  
Montserrat Manzaneque Lizano ◽  
Regino Banegas Ochovo

Este trabajo tiene como objetivo principal analizar las características de las empresas españolas cotizadas en el Mercado Continuo durante el ejercicio 2007, excluyendo las empresas financieras, en relación a la retribución, composición y estructura del Consejo de Administración, a fin de observar si éstas reúnen ciertas condiciones que inhiban o aviven los problemas de agencia entre accionistas y directivos. Para ello, en primer lugar, se ofrece una revisión de la literatura previa que versa sobre el conflicto de intereses entre propietarios y directivos en relación a la compensación y composición de los órganos de administración; en segundo lugar, se describe la metodología utilizada para el desarrollo del análisis empírico y se presentan los resultados del mismo; y, por último, se exponen las principales conclusiones.De tos resultado obtenidos se deduce que algunas de los aspectos de las empresas cotizadas españolas pueden redundar en la aparición de problemas de agencia entre directivos y accionistas, entre ellos: la dimensión y estructura de los sistemas retributivos, la falta de transparencia informativa al respecto de las retribuciones individuales de consejeros y la acumulación de poderes del presidente del Consejo de Administración y el primer ejecutivo.<br /><br />This paper mainly aims at analysing the characteristics of Spanish companies listed in the Stock Exchange during the year 2007, financial companies excluded, in relation to the remuneration, composition and structure of the Board of Directors, in order to see if the companies meet certain conditions that inhibit or intensify the agency problems among shareholders and managers. In order to do this, firstly, we provide a review of the literature which deals with the conflict of interests among owners and managers in relation to the composition and compensation of the administrative staff; secondly, we describe the methodology used to develop the empirical analysis and present the results of it. Finally, we discuss the main conclusions.From the results obtained we conclude that some of the characteristics of Spanish listed companies may produce agency problems among managers and shareholders, including the size and structure of the remuneration scheme, lack of transparency regarding individual remuneration of directors and the accumulation of power when the president of the Board of Directors and the chief executive officer are the same person.

2005 ◽  
Vol 1 (2) ◽  
pp. 49-65
Author(s):  
Mitchell Van der Zahn ◽  
Inderpal Singh

Our study empirically examines the association between four board of director characteristics and two audit committee dimensions. The audit committee dimensions are the level to which Singapore publicly listed firms voluntarily (1) include more independent directors on their audit committee beyond the mandatory minimum majority of independent directors and (2) improve the collective knowledge and experience of this standing committee by including suitably qualified independent directors. Our analysis is based on hand collected data from 430 domestically incorporated firms listed on the Singapore Stock Exchange (SGX) at the end of 2003. We find Singapore publicly traded firms are likely to voluntarily include more independent directors on their audit committees beyond the mandated minimum majority when (1) the size of the board of directors increases, (2) firms segregate the positions of Chief Executive Officer (CEO) and Chairperson of the board, and (3) the proportion of independent directors serving on the board of directors increases. The percentage of independent directors with directorate interlocks appears not to influence a firm’s decision to voluntarily include more independent directors on their audit committees. We also find a statistically significant association between (1) duality (negative) and (2) percentage of independent directors with directorate interlocks (positive) and propensity for Singapore firms to voluntarily increase the collective knowledge and experience of the audit committee’s independent directors. Contrary to expectations board size and the proportion of independent directors are not significant determinants.


2020 ◽  
Vol 2 (2) ◽  
pp. 8-17
Author(s):  
Abdelkader Derbali ◽  
Lamia Jamel ◽  
Ali Lamouchi ◽  
Ahmed K Elnagar ◽  
Monia Ben Ltaifa

The board of directors plays a crucial role as an internal structure of corporate governance. Certainly, its efficiency is needy on the existence of numerous issues; the greatest significance is correlated to its characteristics that relay principally to the individuality of its memberships, board dimension, combining the purposes of pronouncement and regulator as well the grade of the individuality of the audit board and the diverse gender of the committee. To assess the authenticity of our assumptions, which stipulate the presence of deterministic characteristics of the committee on the profitability of Tunisian banks, we evaluated by three different ratios i.e., ROA (return on asset), ROE (return on equity), and MP (market performance); and we estimate three models with linear regressions. The empirical findings were performed on a data sample composed of 11 Tunisian banks listed on the Stock Exchange of Tunisia (SET) during the period from 1999 to 2018. From the estimated regressions, we find a satisfactory outcome indicating the significance of the influence of the characteristics of the committee on the banking performance in Tunisia. Then, the percentage of outside directors negatively affects the level of the financial performance of banks. The number of institutional administrators performs an essential role in improving financial performance. Finally, the duality of the Presidency of the Council General-Directorate has a negative effect on the level of stock market performance of Tunisian banks.


2014 ◽  
Vol 18 (02) ◽  
pp. 429-454
Author(s):  
Manuel C. Dioquino

The Philippine Stock Exchange, Inc. (PSE) was suffering a credibility problem in 2011. Just like the Philippine economy, the PSE was not performing well and the integrity of its leadership and decisions they made was being questioned by the public at large and the business community in particular. Hans Sicat, a retired investment banker, was invited to join the Board of Directors with a tacit agreement that he would be elected Chairman. Events thereafter led to Mr. Sicat's appointment as President and Chief Executive Officer of the bourse. Hans Sicat turns around the stock exchange successfully. How he makes it look seemingly simple is the subject of this case. Hans places all transformative efforts into two “bucket lists”. All of his efforts to increase the volume of trade in the exchange are classified under Liquidity, while all efforts to restore the integrity within the bourse and its listed firms, he refers to as Governance issues. The Philippine Stock Exchange, Inc. transformation does not go unnoticed by domestic and foreign investors, and other stakeholders as well. It breaks the 5,000 point barrier.


2015 ◽  
Vol 7 (4) ◽  
pp. 412-428
Author(s):  
Tor Brunzell ◽  
Jarkko Peltomäki

Purpose – The purpose of this study is to explicitly focus on the roles of ownership concentration, ownership by the board, the chief executive officer (CEO) and the chairperson in the involvement and capabilities of chairpersons and other governors in their work. Design/methodology/approach – In this study, the authors investigate the impact of the concentration of ownership, the ownership of the board, the CEO and the chairperson on the chairperson’s activity when the roles of the chairperson and the CEO are separated The empirical analysis of this study is based on a survey sent to Nordic listed firms. Findings – The results show that the ownership characteristics of a company are important in determining the chairperson’s working hours, the chairperson’s communication with the CEO and the performance of governance activity. In addition, the authors found that while the ownership of the chairperson and the board of directors and ownership concentration improve governance activity, CEO ownership may undermine governance activity. Research limitations/implications – The primary implication of the study is that both ownership by internal governors and ownership concentration play an important role in determining the involvement of internal corporate governors. Originality/value – The study provides unique evidence that ownership by the chairperson, concentrated ownership and ownership by the board can potentially mitigate the costs of separating the roles of the chairperson and the CEO.


2021 ◽  
Vol 16 (1) ◽  
pp. 68-79
Author(s):  
LILIS GUSTIANA ◽  
Yeasy Darmayanti ◽  
Meihendri Meihendri

This study aims to determine the effect of board of commissioners and board of directors diversity on company performance in manufacturing companies listed on the Indonesia Stock Excharge for the  2014-2018 period.  By using purposive sampling method, obtained 45 samples of manufacturing companies listed on the Indonesia Stock Exchange. Based on the results of hypothesis testing, it was found that the age diversity of the board of commissioners had no significant effect on company performance; the diversity of board of  commissioners educational  background had no significant effect on company performance, the diversity of board of commissioners tenure had a significant effect on company performance. While the diversity of board of directors age had a significant effect on company performance, diversity the of educational backgrounds of the board of directors does not have a significant effect on company performance, and the diversity of tenure of the board of directors does not have a significant effect on company performance.  Keywords : Company Performance, Age, Education, Tenure, Board Of Commissioners Board Of Directors.


2021 ◽  
Vol 5 (1) ◽  
pp. 1
Author(s):  
Bella Mutiara Wahab

AbstractProgressive law must place the law in a very close position with the law's community or stakeholders. This position is called responsive, progressive law and is always associated with stakeholders' reality and needs to create justice and happiness as law aspired itself. Also, progressive law emphasizes social integration to overcome public moral insularity.Starting from the viewpoint of progressive law, the author looks at the laws and regulations that discuss the return of interim dividends as stated in the Limited Liability Company Law No. 40 of 2007, article 72, article 72 states that companies allow rules related to dividend distribution in a temporary (interim) way. The article is then interpreted as that if the company has positive profits, the company is allowed to distribute dividends before the company closes the book at the end of the year, provided that the board of directors officially announces the distribution with the approval of the GMS that the positive profits obtained by the company before closing the book will come as dividends interim. As a result, the company competes to distribute interim dividends to increase and show its credibility to investors. It was recorded on the Indonesian stock exchange (IDX) that in September 2020, 73 companies distributed interim dividends.However, article 72 paragraph 5 of the Limited Liability Company Law No. 40 of 2007 explains that if after the company distributes interim dividends to shareholders and at the end of the closing of the annual book the company suffers a loss, the shareholders must return the dividends they have received. If the shareholder does not return it, the directors and commissioners are jointly responsible for covering the company's losses.This viewpoint is the basis for finding the location of the value and form of legal progressivity regarding the mechanism of interim share dividends in limited liability companies as stated in UUPT No.40 of 2007 Article 72 using a normative research method with a conceptual approach. 


2019 ◽  
Vol 7 (1) ◽  
pp. 49
Author(s):  
Mira Diyanty ◽  
Meina Wulansari Yusniar

<em><span lang="EN-US">The purpose of this study was to analyze the effect of the Good Corporate Governance mechanism on the board of commissioners, the board of directors, the proportion of independent commissioners, the audit committee, CAR on ROA. This study also uses a purposive sampling method for sampling. The analysis test used is multiple linear regression analysis. The population used by companies listed on the Indonesia Stock Exchange in the period 2011 - 2013 and which meet the sample selection criteria. The sample used was 25 companies. Data is collected through secondary data collection in the form of the company's annual report for the period 2011 - 2013 which is published on the Indonesia Stock Exchange. The research hypothesis was tested by multiple linear regression which had met the testing of classical assumptions. The results of the analysis show that the board of commissioners, the proportion of independent commissioners, audit committees, CAR does not significantly influence ROA while the board of directors has a positive and significant effect on ROA.</span></em>


2020 ◽  
Vol 30 (8) ◽  
pp. 1985
Author(s):  
I Made Dany Yadnyapawita ◽  
Ayu Aryista Dewi

The purpose of this study was to determine the effect of the Board of Directors, Non Independent Commissioners, and Managerial Ownership to Manufacturing Company Performance on the Indonesia Stock Exchange. This research was conducted at food and beverage sub-sector manufacturing companies listed on the Indonesia Stock Exchange in the period 2014-2018. Data analysis uses multiple linear regression to determine the relationship between more than two variables. Based on the results of the study stated the Board of Directors statistically has no significant effect to company performance (ROA). Non independent commissioners statistically has no effect to company performance (ROA), Managerial ownership has no statistically significant effect to company performance (ROA). Keywords: Board Of Directors; Independent Commissioners; Managerial Ownership; Company Performance.


2021 ◽  
Vol 39 (11) ◽  
Author(s):  
Ghazwan Al-Shiblawi ◽  
Dalal Mahdi ◽  
Mohammed Mahdi

The aim of the present study is to assess The Effect of Company Size on the Relationship between Corporate Governance and Corporate Performance in the Iraqi Stock Exchange. The statistical population under study is listed companies of  Iraq Stock Exchange and the number of companies studied in Iraq is 35, from 2015-2019. The results concluded that there is a statistically significant relationship between the change (increase) of institutional ownership and the performance of the company, and this relationship is direct, as well as the relationship between the change (increase) of institutional ownership and the performance of the company. It can change under the influence of the company's size, and this relationship is negative, meaning the larger the company's size, the weaker the relationship. At the same time, the existence of a relationship between changing the composition of the members of the Board of Directors and the performance of the company was not supported, as well as between changing (increasing) the independence of the Board of Directors and the performance of the company, in addition to the relationship between changing the composition of the Board of Directors. The independence of the Board of Directors and the performance of the company is not affected by the change in the size of the company


2021 ◽  
Vol 8 (1) ◽  
pp. 27
Author(s):  
Erick Lusekelo Mwambuli ◽  
Avitus Mwebembezi Dominick

The study was to assess on corporate governance and risk management in Tanzania. The study was guided by three objectives which were to assess if transparency, disclosure and audit have significant effect on risk management of the firm, to assess if the board of directors have significant effect on risk management of the firm and evaluate if the ownership structure have significant effect on risk management of the firm. Furthermore, we assess how corporate governance and particularly board of directors, ownership structure, transparency disclosure and audit can affect risk management practices in the context of Dar es Salaam stock exchange listed banks. By the use of a content in analysis approach, the level of exposing the risks in terms of likelihood, consequences of such risk and the strategies used for managing that risk were identified for each kind of risk by using attributes. The results show that corporate governance is related to board of directors, ownership structure, transparency, disclosure and audit play a positive significant and crucial role in establishing an integrative risk management approach. The results from data collected demonstrate that corporate governance has positive significant effect in determining the the good quality of risk management through the level of risk-taking in decisions, especially in terms of financial risks management.


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