Report to Russian Center for Capital Market Development: Comparative Analysis on Legal Regulation of the Liability of Members of the Board of Directors and Executive Organs of Companies (English Language Version)

2008 ◽  
Author(s):  
Bernard S. Black ◽  
Brian R. Cheffins ◽  
Martin Gelter ◽  
Hwa-Jin Kim ◽  
Richard C. Nolan ◽  
...  
Keyword(s):  
Comparative Analysis ◽  
Board Of Directors ◽  
Capital Market ◽  
English Language ◽  
Legal Regulation ◽  
Market Development ◽  
Language Version ◽  
The Board Of Directors

scholarly journals A comparative analysis of the board evaluation in European entities: Italy vs UK

2016 ◽  
Vol 14 (1) ◽  
pp. 578-587
Author(s):  
Donatella Busso ◽  
Alain Devalle ◽  
Fabio Rizzato
Keyword(s):  
Corporate Governance ◽  
Comparative Analysis ◽  
Board Of Directors ◽  
Boards Of Directors ◽  
Size Composition ◽  
The Self ◽  
Self Assessment ◽  
Corporate Governance Codes ◽  
The Board Of Directors ◽  
The Uk

Board evaluation is an evaluation of the performance of the board of directors and its committees, as well as their size, composition and operation. The aim of this paper is to investigate how entities do the evaluation of the performance of the board and how they disclose the self-assessment. We analysed the largest forty constituents of both Italy’s FTSE MIB index and the UK’s FTSE 100 index. The results show that although Corporate Governance Codes’ requirements are similar, implementation of these requirements and the related disclosure continue to show significant differences. The UK companies seem to have a stronger “forward-looking” approach compared to Italian companies. Disclosure provided by Italian companies is too often not enough to enable stakeholder understanding of the process and its outcome. This research contributes to the literature by providing results on the evaluation of boards of directors: regulators, practitioners and researchers must deal with this topic in order to strengthen the rules of corporate governance.

Board performance and its relation to dividend payout: evidence from Malaysia

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Ravichandran Subramaniam ◽  
Mahenthiran Sakthi
Keyword(s):  
Board Of Directors ◽  
Capital Market ◽  
Performance Measure ◽  
Corporate Boards ◽  
Minority Shareholders ◽  
Dividend Payout ◽  
Content Type ◽  
Return On Capital ◽  
The Board Of Directors ◽  
Board Performance

PurposeTo examine the board of directors’ performance and if higher performance helps protect minority shareholders in an emerging capital market. Additionally, we determine if the different types of company ownership moderate the level of protection to minority shareholders.Design/methodology/approachThe study develops a measure of board performance with their compensation. And it tests its association with the dividend payout decision of 300 of the largest Malaysian public listed companies (referred to as PLCs) over the period 2008 to 2014.FindingsThe results find that higher board productivity in terms of return on capital employed is associated with higher dividend payout. Additionally, the study finds that the board performance measure interacts with race, ethnicity and gender of the board of directors and CEO duality to affect the dividend payout decision of Malaysian PLCs.Research limitations/implicationsIt is a single-country study of large Malaysian PLCs. And it uses only the governance mechanisms that have been shown in emerging capital markets to have the most significant effect on affecting the relationship between board performance and dividend payout.Practical implicationsThe findings show the importance of inclusivity and diversity in governing State-controlled firms in an emerging capital market.Originality/valueThe findings suggest improving corporate boards’ performance, protecting minority shareholders and contributing to the corporate governance literature. Notably, the study highlights boardroom diversity’s importance to enhance the boards of State-controlled firms’ performance.

scholarly journals Effectiveness of the board of directors in monitoring executive management: Preliminary evidence from Saudi Arabia

2019 ◽  
Vol 8 (3) ◽  
pp. 72-82
Author(s):  
Khalid Al-Adeem ◽  
Ibrahim Al-Sogair
Keyword(s):  
Corporate Governance ◽  
Saudi Arabia ◽  
Data Collection ◽  
Board Of Directors ◽  
Capital Market ◽  
Preliminary Evidence ◽  
Executive Management ◽  
Effective Mechanism ◽  
The Board Of Directors ◽  
Research Findings

Elements of corporate governance must be activated at all scales for the efficient functioning of a nation’s capital market. The effectiveness of the board of directors depends on factors related to, for example, the composition of the board and its independence. This study aims to investigate empirically whether the board of directors is an effective mechanism for monitoring managers in Saudi Arabia through a survey. A questionnaire that was developed and employed by Elyas (2015) is utilized for data collection after modifying it and judging its appropriateness. We targeted individuals who had relevant experience as members of the board of directors as our respondents. Only 29 subjects took the survey. The results indicate that the respondents generally disagree with the survey items, pointing out the ineffectiveness of the board of directors in monitoring executive management. Although the subjects’ credible experience can be assumed, the generalizability of our research findings is limited because of the low number of respondents.

scholarly journals Social participation in the unified health system of Brazil: an exploratory study on the adequacy of health councils to resolution 453/2012

2021 ◽  
Vol 21 (1) ◽  
Author(s):  
Rita de Cássia Costa da Silva ◽  
Maykon Anderson Pires de Novais ◽  
Paola Zucchi
Keyword(s):  
Health Policy ◽  
Health System ◽  
Board Of Directors ◽  
Monitoring System ◽  
Social Participation ◽  
Legal Regulation ◽  
Unified Health System ◽  
Health Council ◽  
Qualitative Variables ◽  
The Board Of Directors

Abstract Introduction Social participation is one of the guidelines of the Brazilian health system. Health councils are collegiate instances of participation established by Law 8.142/90. The most recent legal regulation for council organization and functioning was established through Resolution 453/2021. The institution of health councils has a permanent and deliberative nature to act in the formulation, deliberation and control of health policy implementation, including in economic and financial aspects. Objective To evaluate the compliance of health councils with the directives for the establishment, restructuring and operation of the councils from Brazil, based on Resolution 453/2012. Methods An exploratory, descriptive study that used the Health Council Monitoring System as a data source. Qualitative variables were selected to identify the characteristics related to the councils’ establishment (legal instruments for establishment), the strategies adopted for restructuring (budget allocation, existence of an executive secretariat, provision of a dedicated office) and the characteristics of the health councils’ operation (frequency of regular meetings, existence of a board of directors, the election of the board of directors). Results The study analyzed three groups of characteristics related to the constitution, strategies adopted for restructuring and the functioning of the councils. Regarding the constitution of the councils, the findings revealed that the vast majority was constituted in accordance with the legislation and, therefore, is in compliance with Resolution 453/2021. In the second group of characteristics that describe the restructuring of councils, the study found that less than half of registered councils are in compliance with the standard. And, finally, in the third group of characteristics, it was found that the boards have adopted different frequencies for regular meetings and approximately 50% of the boards studied have a board of directors. Conclusions The councils still do not meet the minimum conditions necessary to fulfil their role in the Unified Health System (SUS), as stipulated in Resolution 453/2021. This situation requires monitoring by public oversight agencies. Despite the increase in popular participation with the creation of the health councils, this study demonstrated that most councils still do not meet the minimum conditions for monitoring public health policy. The improvement of the Health Councils Monitoring System (SIACS) to become an instrument for monitoring the councils, with the definition of goals and results, may contribute to the organization of the councils and, therefore, to the realization of social participation in Brazil.

scholarly journals The Effect of Board Composition on Conservatism: Empirical Evidence from Tehran Stock Exchange (TSE)

2012 ◽  
Vol 3 (1) ◽  
pp. 17-24
Author(s):  
Keramat Ollah Heydari ◽  
Saber Samadi . ◽  
Hamid Asadzadeh . ◽  
Ahmad Kazemi Margavi . ◽  
Hemad Nazari .
Keyword(s):  
Data Analysis ◽  
Stock Returns ◽  
Board Of Directors ◽  
Capital Market ◽  
Stock Exchange ◽  
Financial Statements ◽  
Bad News ◽  
Good News ◽  
Board Composition ◽  
The Board Of Directors

Conservative is misinterpreted as capturing accountants 'tendency to require higher degree of verification for recognizing good news than bad news in financial statements. Under this interpretation of conservatism, earnings reflect bad news more quickly than good news. By using firms' stock returns to measure news, the asymmetric time lineless of recognizing good news and bad news can be examined as a measure of conservative behavior and as them an in question of this research in Irani and capital market. This research examines effect of composition of the board of directors of the companies listed in Tehran Stock Exchange (TSE) on conservative. Data analysis for seven years (2003-2010) shows that companies with a more in dependent board are more conservative. It means that these companies report bad news more timeliness than good news. The results of the research results confirm and reinforce previous researches.

Demographic characteristics of the board of directors’ structure and tax avoidance

2019 ◽  
Vol 46 (2) ◽  
pp. 199-212 ◽  
Author(s):  
Mohammadreza Hoseini ◽  
Mehdi Safari Gerayli ◽  
Hasan Valiyan
Keyword(s):  
Board Of Directors ◽  
Capital Market ◽  
Stock Exchange ◽  
Tax Avoidance ◽  
Demographic Characteristics ◽  
Corporate Tax ◽  
Content Type ◽  
The Board Of Directors ◽  
Female Presence ◽  
Different Characteristics

PurposeThe structure of corporate governance, as one of the important elements to be considered based on the different characteristics than other companies, such as women, expertise, tenure and management is different. But two measures for the presence of women in the board of directors and the size of director’s board are considered as corporate content characteristics that can affect corporate tax strategies in avoiding tax or taxes timely pay off. The purpose of this paper is to understand the demographic characteristics of the board of directors structure on the board and tax avoidance in Tehran Stock Exchange (TSE).Design/methodology/approachSample includes the 505 firm-year observations from companies listed on the TSE during the years 2012–2016 and research hypothesis was tested using multivariate regression model based on panel data.FindingsThe results indicate that female presence on the board of directors reduces the corporate tax avoidance. Additionally, firms with a larger size of board of directors are associated with more tax avoidance.Originality/valueThe current study is almost the first study which has been conducted in Iran, so the findings of the study not only extend the extant theoretical literature concerning the tax avoidance in developing countries including emerging capital market of Iran, but also help investors, capital market regulators and accounting standard setters to make informed decisions.

scholarly journals Corporate governance at work: the attributes and roles of boards in Brazilian companies

2010 ◽  
Vol 7 (3) ◽  
pp. 33-43 ◽  
Author(s):  
Henrique Cordeiro Martins ◽  
Carlos Alberto Gonçalves ◽  
Daniel Jardim Pardini
Keyword(s):  
Mergers And Acquisitions ◽  
Board Of Directors ◽  
Capital Market ◽  
Boards Of Directors ◽  
High Performance ◽  
Stock Exchange ◽  
Strategic Control ◽  
Roles And Responsibilities ◽  
The Board Of Directors ◽  
High Performance Organization

The board of directors is seen as the central governance instrument, promoting interaction between stakeholders and promoting high performance, organization sustainability and return to investors. The practices and strategic definitions of corporative governance are considered of great importance today for corporations, due to the size and to the complexity of their structures (like M _ Forms structures) and the different forms in which they are presented: in networks, associations, partnerships, mergers and acquisitions. The aim of this article is to analyze the constitution of boards of directors, based on their attributes, and the impacts of this classification on the roles and responsibilities of the directors in Brazilian companies. For this, a quantitative survey was performed in the 300 largest companies in Brazil listed in BOVESPA - stock exchange in capital market. The results found point to a strong correlation of some attributes of the directors of the researched firms with the roles and responsibilities of the board, in relation to strategic, control, and institutional dimensions.

scholarly journals The impact of the board of directors characteristics on regulation compliance: An evaluation of the board of directors’ effectiveness

2021 ◽  
Vol 10 (4) ◽  
pp. 93-103
Author(s):  
Ali A. Alnodel ◽  
Toseef Azid
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Capital Market ◽  
Power Distance ◽  
Ownership Concentration ◽  
Governance Practices ◽  
The Board Of Directors ◽  
Emerging Capital Markets ◽  
Regulation Compliance ◽  
The Impact

This paper aims to investigate the board of directors’ (BD) effectiveness in enhancing compliance with regulations in the Saudi context. In particular, it explores whether there is an impact of the board of directors (size, independence, frequency of meeting and CEO serving on board) on the value of fines imposed by the Saudi Capital Market Authority (CMA) during the period from 2010 to 2017. In total 728 year observations were collected and analyzed. Multiple linear regression is performed to examine the association between the value of fines imposed by CMA and companies’ board of directors attributes. The results show that the CEO is serving on board, and ownership concentration significantly impacts the value of the fines imposed by the CMA. These results suggest that power distance could influence the function and effectiveness of the board of directors in compliance with official regulations. This paper provides implications to regulators interested in fostering compliance with regulations in emerging capital markets. The findings can also help investors to enhance their corporate governance practices.

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