The Present and Future of Corporate Governance: Re-Examining the Role of the Board of Directors and Investor Relations in Listed Companies

Author(s):  
Joseph A. McCahery ◽  
Erik P. M. Vermeulen ◽  
Masato Hisatake
2021 ◽  
Vol 3 (2) ◽  
pp. 8-19
Author(s):  
Chryssoula E. Tsene

Corporate governance encompasses a multidisciplinary approach, which includes the internal and external factors that affect the interests of a company’s stakeholders. The Greek corporate governance framework of listed companies has initially been established in accordance with EU regulation and soft law recommendations, in order to enhance board accountability and transparency, empower shareholders’ activism and promote financial disclosure. In that regard, it has recently been reformed by the provisions of Law 4706/2020, aiming mainly: to empower the strategic and supervisory role of the board of directors, by introducing a clear description of the obligations of non-executive and independent non-executive directors and by including the establishment of an “adequacy (internal fit-and-proper) policy” for the appointment of board members. Accordingly, two new compulsory committees are added, the nomination and the remuneration committee, which should entirely be composed by non-executive members and are invested with an advisory role in determining the remuneration policy and proposing board candidates. Furthermore, the adoption of a Corporate Governance Code is rendered substantial for all listed companies. These provisions illustrate specifically the reform of the internal corporate governance structures, which should be implemented having regard to the general principles of transparency and proportionality


2018 ◽  
Vol 14 (1) ◽  
pp. 22-33 ◽  
Author(s):  
Jill Atkins ◽  
Mohamed Zakari ◽  
Ismail Elshahoubi

This paper aims to investigate the extent to which board of directors’ mechanism is implemented in Libyan listed companies. This includes a consideration of composition, duties and responsibilities of the board directors. This study employed a questionnaire survey to collect required data from four key stakeholder groups: Boards of Directors (BD), Executive Managers (EM), Regulators and External Auditors (RE) and Other Stakeholders (OS). The results of this study provided evidence that Libyan listed companies generally comply with the Libyan Corporate Governance Code (LCGC) requirements regarding the board composition: the findings assert that most boards have between three and eleven members, the majority of whom are non-executives and at least two or one-third of whom (whichever is greater) are independent. Moreover, the results indicate that general assemblies in Libyan listed companies are practically committed to the LCGC’s requirements regarding the appointment of board members and their length of tenure. The findings provide evidence that boards in Libyan listed companies are carrying out their duties and responsibilities in accordance with internal regulations and laws, as well as the stipulations of the LCGC (2007). Furthermore, the stakeholder groups were broadly satisfied that board members are devoting sufficient time and effort to discharge these duties and responsibilities properly. This study helps to enrich our understanding and knowledge of the current practice of corporate boards as a significant mechanism of corporate governance (CG) by being the first to address the board of directors’ mechanism in Libyan listed companies.


1998 ◽  
Vol 2 (2) ◽  
pp. 18-22
Author(s):  
N. Vittal

Corporate Governance provides the fundamental value framework for the culture of an organisation which ensures efficient functioning of enterprises on sound ethical values and principles. Corporate governance has become a necessity, especially since 1991, when India made a U-turn in its economic policy and the revised policy of the government was aimed at attracting funds from foreign financial institutions. The primary resonsibiity of good corporate governance is that of the Board of Directors. For better corporate governance the boards should perform the role of monitoring the functioning of an organisation, without at the same time reducing the effectiveness of the management by interfering with their day-to-day matters. One of the impediments in the way of good corporate governance is corruption. The three factors within any system which generate corruption are: scarcity, lack of transparency and delay. If these three problems are tackled effectively, corruption can be checked to a great extent. As far as public sector undertakings are concerned, the “Code of Conduct and Ethics” should facilitate the redesigning of the PSEs.


Accounting ◽  
2021 ◽  
Vol 7 (6) ◽  
pp. 1471-1478 ◽  
Author(s):  
Ahmad Salem Alkazali ◽  
Ghaith N. Al-Eitan ◽  
Ala’a Ayed Abu Aleem

The study aimed to explore the relationship between corporate governance (i.e., tasks and responsibilities of the Board of Directors, disclosure and transparency, shareholders’ rights and fair treatment of shareholders, and audit and internal control) and bank performance. Data were collected using a questionnaire distributed to a sample consisting of managers of commercial banks in the northern region in Jordan. The study found a significant and positive relationship between corporate governance and bank performance. Particularly, the study pointed out two principles (i.e., tasks and responsibilities of the Board of Directors, and audit and internal control) were positively related to bank performance, while there were no significant relationships between the other two principles (i.e., disclosure and transparency as well as shareholders’ rights and fair treatment of shareholders). It was concluded that corporate governance is very critical for enhancing bank performance. Additionally, commercial banks should pay more attention to all principles of corporate governance.


2012 ◽  
Vol 9 (4-2) ◽  
pp. 221-229 ◽  
Author(s):  
Elsa Satkunasingam ◽  
Aaron Yong ◽  
Sern Cherk

The Malaysian Code of Corporate Governance 2000 emphasises the monitoring role of the Board of Directors, especially that of independent directors. It has not however taken into account the cultural values in Malaysia which do not encourage differences of opinion or criticisms and has failed to provide sufficient safeguards for directors to exercise their role effectively. As a result, it is relatively easy for dominant Chairmen or CEOs especially in government-linked companies or CEO dominated companies to control the Board or senior management with very little opposition. This paper will discuss several incidences of financial mismanagement in companies caused by dominant directors with very little opposition from the rest of the board. It will highlight that the law has to take cultural values more seriously in order to equip the Board and especially independent directors with the ability to challenge dominant Board members.


2021 ◽  
pp. 406-453
Author(s):  
Derek French

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.


2020 ◽  
Author(s):  
◽  
Rubens Sant'Anna Junior

The purpose of this thesis is to examine the relationship between the Board's Information Technology Competence (CTIC) and the perceived organizational performance of the company (DO), and whether this relationship can be mediated by the mechanisms of IT governance (MGTI) and by the IT governance level of the board (NGTIC). The study proposes a conceptual research model built by reviewing the literature on corporate governance and IT management. For this, a quantitative survey was carried out with 204 members of the board of publicly traded and closed Brazilian companies. The results showed that the IT competence of the board has a positive influence in relation to the perceived organizational performance, and that the IT governance mechanisms are important tools of the board of directors, depending on the degree with which they are implemented, and that they are also positively associated to perceived organizational performance. On the contrary, the board's level of IT governance did not show a positive result in influencing perceived organizational performance, requiring the mediation of IT governance mechanisms to achieve some significance in the model. These results signal a gap in the role of monitoring and involvement of corporate governance in IT governance exercised by the members of the board of directors


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