scholarly journals Independent Directors and Controlling Shareholders

2017 ◽  
Author(s):  
Lucian A. Bebchuk ◽  
Assaf Hamdani
Keyword(s):  
Independent Directors ◽  
Controlling Shareholders

scholarly journals Perceptions of independent directors about their roles of and challenges on corporate boards

2019 ◽  
Vol 27 (1) ◽  
pp. 69-96
Author(s):  
Thi Tuyet Mai Nguyen ◽  
Elaine Evans ◽  
Meiting Lu
Keyword(s):  
Boards Of Directors ◽  
Design Methodology ◽  
Transition Economy ◽  
Information Provision ◽  
Listed Companies ◽  
Independent Directors ◽  
Corporate Boards ◽  
Content Type ◽  
Controlling Shareholders ◽  
Advisory Role

PurposeThe purpose of this paper is to examine the perceptions of independent directors in Vietnam about their roles and challenges when sitting on the boards of listed companies.Design/methodology/approachThe study uses mailed questionnaires to collect data. The authors sent surveys to 810 independent directors from 354 listed companies and received feedback from 170 respondents.FindingsThe authors examine several aspects of independent directors’ work on the board (such as the roles of and challenges for independent directors) as well as board environment (such as information provision or board interaction). Findings suggest that independent directors in Vietnam place more emphasis on their advisory role than their monitoring role. In addition, they also point out their challenges including information asymmetries and the influence of controlling shareholders. These challenges are significant and they prevent independent directors to properly execute their independent role on the board. These findings reflect the unique features of corporate governance in transition economies.Originality/valueThe authors contribute to the literature through providing an insightful view about the nature of the work performed by this type of director in a transition economy. The study is also one of the first studies to use a qualitative instrument to provide an explanation of how controlling shareholders influence independent directors on boards of directors.

scholarly journals On The Impact Of Family Versus Institutional Blockholders On Dividend Policy

2015 ◽  
Vol 31 (4) ◽  
pp. 1329 ◽  
Author(s):  
Raoudha Djebali ◽  
Amel Belanes
Keyword(s):  
Institutional Investors ◽  
Dividend Policy ◽  
Ownership Concentration ◽  
Independent Directors ◽  
Dividend Payout ◽  
Controlling Shareholders ◽  
Listed Firms ◽  
Empirical Results ◽  
Large Panel ◽  
The Impact

This paper investigates the effect of not only the controlling shareholders but also their identity on dividend policy. For a large panel of French firms during the period 2006-2010, we find that the dividend payout ratio increases with the ownership concentration. However, this result changes with the identity of the largest shareholder. Family-controlled firms are more tempted to distribute lower dividends while firms dominated by institutional investors likely distribute higher dividends. Empirical results also reveal that firms with more independent directors are associated with higher dividend payout in contrast to US cross-listed firms.

scholarly journals Self-Dealing by Controlling Shareholders: Improving Minority Protection in Light of Article 9 c SRD

2018 ◽  
Vol 15 (2) ◽  
pp. 197-235
Author(s):  
Nick Hallemeesch
Keyword(s):  
Judicial Review ◽  
Company Law ◽  
Independent Directors ◽  
Shareholder Rights ◽  
Minority Shareholders ◽  
Minority Protection ◽  
Controlling Shareholders ◽  
Related Party Transactions ◽  
Article 9 ◽  
A Company

Controlling shareholders may cause a company to enter into transactions with themselves or one of their subsidiaries, thereby expropriating minority shareholders. General principles of company law, such as board autonomy, often do not adequately constrain controlling shareholders. Moreover, Belgian, French and Dutch courts apply deferential standards of review to related party transactions, while approval procedures in these jurisdictions are also flawed. A recent amendment to the Shareholder Rights Directive requires adequate protection of minority shareholders against self-dealing. Member States may subject related party transactions to a majority-of-minority vote, the approval of independent directors or judicial review. This paper discusses the efficiency of each of these mechanisms.

scholarly journals The Effect of Ownership Structure and Board Independence Towards Overinvestment Behavior of Family Firm in Indonesia

2020 ◽  
Author(s):  
Novihana Noor Pradita ◽  
Cynthia Afriani Utama
Keyword(s):  
Board Of Directors ◽  
Ownership Structure ◽  
Stock Exchange ◽  
Independent Directors ◽  
Family Ownership ◽  
Board Independence ◽  
Controlling Shareholders ◽  
Personal Benefit ◽  
Concentrated Ownership ◽  
The Board Of Directors

Firms with concentrated ownership structures are commonly found in Southeast Asia. In Indonesia, the biggest control of the firm comes from the family. Concentrated ownership can lead to agency problem between controlling shareholders and non- controlling shareholders where, controlling shareholders together with management, can make decisions which bring personal benefit at the expense of non-controlling shareholders for example by investing on projects with negative NPV or known as overinvestment. This study explains the effect of the presence of directors and independent commissioners on relationship between family ownership and overinvestment. Using firms listed on Indonesia Stock Exchange from 2011 to 2017 as research samples, the presence of independent director is negatively related to overinvestment. From the regression results, only independent directors were found to have a moderating effect in weakening the positive relationship between family ownership and overinvestment. This effect is seen more clearly if family ownership  in the company is low. This is because if family ownership in the company is low the process of selecting a board of directors can be more objective so that the possibility of a number of independent directors sitting on the board of directors is much greater. Thus the effect of moderation by independent directors will be greater in companies with lower family ownership. Keywords: ownership structure, board independence, overinvestment, corporate governance, Indonesia

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