The Role of Board Leadership Structure in Firm Governance

Boards of directors are governing bodies that reside at the apex of the modern corporation. Boards monitor the behavior of firm management, provide managers access to knowledge, expertise, and external networks, and serve as advisors and sounding boards for the CEO. Board attributes such as board size and independence, director demographics, and firm ownership have all been studied as antecedents of effective board functioning and, ultimately, firm performance. Steady progress has been made toward understanding how boards influence firm outcomes, but several key questions about board leadership structure remain unresolved. Research on board leadership structure encompasses the study of board chairs, lead independent directors, and board committees. Board chair research indicates that when held by competent individuals, this key leadership position has the potential to contribute to efficient board functioning and firm performance. Researchers have found conflicting evidence regarding CEO duality, the practice of the CEO also serving as the board chair. The effect of this phenomenon—once ubiquitous among U.S. boards—ranges widely based on circumstances such as board independence, CEO power, and/or environmental conditions. Progressively, however, potential negative consequences of CEO duality proposed by agency theory appear to be counterbalanced by other governance mechanisms and regulatory changes. A popular mechanism for a compromise between the benefits of CEO duality and independent monitoring is to establish the role of a lead independent director. Although research on this role is in its early stage, results suggest that when implemented properly, the lead independent director can aid board monitoring without adding confusion to a unified chain of command. Board oversight committees, another key board leadership mechanism, improve directors’ access to information, enhance decision-making quality by allowing directors to focus on specialized topics outside of board meetings, and increase the speed of response to critical matters. Future research on the governance roles of boards, leadership configurations, and board committees is likely to explore theories beyond agency and resource dependence, as well as rely less on collecting archival data and more on finding creative ways to access rarely examined board interactions, such as board and committee meetings and executive sessions.

Analyzing Why Organizations Differ in Board Composition

In this paper, building upon several theories (agency theory, stakeholder theory, and resource dependence theory) and by utilising data from 161 Greek manufacturing companies that were listed in the Athens Stock Exchange on the 31st December 2008, the authors explore the relationships between the organisational characteristics of the firms (organisational age, organisational size, and years listed in the stock market) and the board configuration (board size, board leadership structure, and directors' dependence/independence). The motivation of the study was based on both the peculiarity of the Greek context in the front of a strong economic crisis, but also in trying to establish relationship of board characteristics with factors that are understudied. Both descriptive and inferential statistics (ANOVA tests) were utilised to answer the research questions. Interestingly and in alignment with the literature, the findings showed that larger organizations tend to have larger boards and greater proportions of external and independent directors. However, no more strong relationships have been identified between the organisational characteristics and the board configuration. The paper contributes by suggesting that while board configuration is being determined by factors like the legal context of the country and the broader external environment suggested by the literature, various company characteristics can explain some of the board characteristics. Finally, it is worth mentioning that this study examines the listed Greek manufacturing companies during very turbulent times, the start of the financial crisis in Greece, which may have an impact on the configuration of the boards at that time.

Corporate governance reporting in Bangladesh

Purpose This study aims to investigate the extent and nature of corporate governance reporting (CGR) in corporate annual reports of Bangladesh. The aim of the study to test empirically the relationship between corporate governance (CG) and CGR by the listed companies in Bangladesh. The CG examined the proportion of independent directors, board leadership structure, board size, ownership structure and audit committee size. Design/methodology/approach The study is based on a sample of 86 listed non-financial companies in Dhaka stock exchanges (DSE) from the period of 2015-2017 and all the companies are selected by judgment Sampling. The study has been used as an unweighted relative disclosure index for measuring CGR. Findings The empirical results indicate that board leadership structure (BLS) is positively associated with the level of CGR. In contrast, the percentage of equity owned by the insiders to all equity of the firm is negatively associated with the level of CGR. Practical implications Findings of this study have important implications for regulatory authority, enforcement agencies such as Institute of Cost and Management Accountants of Bangladesh, Institute of Chartered Accountants of Bangladesh, Bangladesh Securities and Exchange Commission, DSE, policymakers, shareholders and others who have an interemaammast in CG. Originality/value Finding of the study will be a benchmark for policymakers and implementers in torching the avenues of improvement in raising the level of CG reporting.

Board independence and internal control quality in Egypt: does CEO duality matter?

Purpose This paper aims to examine the relationship between board independence and internal control quality (ICQ) in Egypt and investigate whether CEO duality moderates such an association. Design/methodology/approach A survey among external auditors is used to assess ICQ among Egyptian listed firms over the period of 2007-2010. Findings Findings show that board independence does not have a significant positive effect on ICQ. However, when testing for the moderating effect of CEO duality on such a relationship, the authors document that the association becomes positive and significant under combined board leadership structure, whereas it is negative under separated leadership structure. Originality/value The authors’ results demonstrate that CEO duality plays a governance role in weak legal environment like Egypt by strengthening board independence role in increasing ICQ.

Board leadership structure and earnings quality

Purpose One main concern and issue affecting earnings quality is the extent to which managers manipulate earnings to mislead stakeholders about the underlying economic performance of the company or to influence contractual outcomes that depend on reported accounting numbers. This study builds on prior research and examines empirically the relationship between board leadership structure and earnings quality of manufacturing firms in Nigeria. The purpose of this paper is to specifically focus on four board structure characteristics: board size, composition, proportion of non-executive directors and CEO duality. Design/methodology/approach Data used for this investigation were collected from secondary sources, i.e. annual reports and accounts. The study used the Pooled OLS regression model to examine the effect of the board structure on earnings management for a sample of 45 non-financial listed Nigerian companies (conglomerates, consumer goods and industrial goods firms) for the years 2011 to 2016. Findings Based on the analysis, board size and board composition were positive and significant. However, proportion of non-executive directors was negative and significant; while, CEO duality was positive and statistically significant. It was consequently recommended that audit firms should review their audit business model and become more circumspect of their client, e.g. provide fraud assessment and checks for earnings quality. Boards should not just reflect size but rather the skills and expertise of individuals appointed to the board. Furtherance to this, the effectiveness of boards can be improved by committees and sub-committees allocation of duties. Originality/value Few studies have addressed this area in the country.

Corporate governance and firm risk

Purpose This study aims to explore the relationship between board governance structure and firm risk. In particular, this study develops a “governance index” based on four aspects of the board: board composition, board leadership structure, board member characteristics and board processes, and it examines how the overall index relates to firm risk. Design/methodology/approach The study is conducted using a sample of 268 UK firms from the FTSE 350 index over the period from 2005 to 2010. An index is constructed to capture the overall governance structure of the firm. Regressions of the index on three risk measures are examined. Findings This study finds that the governance index that aggregates the four sets of board attributes is significantly and negatively related to firm risk. Robustness tests confirm this result. Research limitations/implications A large number of studies have explored the relationship between the attributes of corporate boards and firm performance with mixed results. A much smaller number of studies have looked at board attributes and firm risk, but these have either focused on financial sector firms alone or have included only a single or a limited number of attributes. This study, using a broad agency framework, seeks to extend the work on firm risk and board attributes by both expanding industry sectors examined and using a comprehensive set of board attributes. Originality value The findings have policy and practical implications for investors, regulators and chairmen of boards of governors to the extent that they inform these constituencies about the set of board attributes that are associated with firm risk. This study is the first to use a comprehensive measure of governance and relate it to firm risk.

Editorial Note

The third issue of the journal “Corporate Board: Role, Duties and Composition” in 2018 is devoted to the issues of accounting standards, financial reporting, profit and loss contracts, IFRS, inside debt, CEO pay slice, executive compensation, incentives, organisational demography, board size, board leadership structure, CEO duality, sustainable development, environmental accounting etc.