The impact of board governance on director compensation in West African IPO firms

This paper undertakes a unique study of the determinants of corporate governance in the West African developing region and their impact on director compensation. A new measure of director total remuneration is constructed providing a conservative estimate of expropriation of private benefits of control. Using a hand-collected sample of 51 West African IPO firms from 2000 and 2011 we find evidence that increased presence of true independent nonexecutives that are unconnected to CEO or dominant insider groups within firm and nominally independent board level committees are highly associated with expropriation inferring that firm’s with directors engaging in this behavior are more likely to adopt measures indicative of governance best practic

Independent director interlocks: effects and boundary on the earnings persistence of the firm

This article first analyses the impact of independent director interlocks on firms’ earnings persistence in China, an emerging market from 2007 to 2017. Using the independent director network data and the unique internal control index, this article investigates the association between independent director interlocks and earnings persistence, and the roles of firms’ outside director interlocks and firms’ inside internal control playing in earnings persistence. Our results reveal a significant and positive association between independent director interlocks and earnings persistence, and in the context, there is a clear mediation effect of internal control in relationship of independent director interlocks and earnings persistence. Further analyses on the scope and stability of independent director interlocks effects show that independent director interlocks can both improve accrual earnings persistence and cash flow persistence. Meanwhile, the effect of independent director interlocks differentiates under the influence of firms’ strategy, only playing a significant role in defensive ones. Moreover, we find that independent director interlocks can relieve the ‘accrual anomalies’ in the securities market. Our results are robust to the various measure of earnings persistence and alternative methodological techniques

Three Concepts of the Independent Director

Despite the surprisingly shaky support in empirical research for the value of independent directors, their desirability seems to be taken for granted in policy-making circles. Yet important elements of the concept of and rationale for independent directors remain curiously obscure and unexamined. As a result, the empirical findings we do have may be misapplied, and judicial gap-filling may be harder than imagined when legislative intent cannot be divined or is contradictory. This article attempts to unpack the concept broadly understood by the term independent director and to distinguish among its various concrete manifestations. In particular, I discuss the critical differences between independent, outside, and disinterested directors, arguing that these manifestations serve different purposes and should not be confused with each other. This discussion is illustrated with examples from United States state and federal laws as well as stock exchange regulations, and supplemented with comparative reference to the United Kingdom, Germany, and Japan, with a brief mention of Chinese practice as well. I also argue that the whole purpose of having independent directors is surprisingly undertheorized, leading to inconsistent rules, in particular regarding the effect of director shareholding, both across countries and within the United States

Is the Independent Director Model Broken?

At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the firm

Is the Independent Director Model Broken?

At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the firm

Three Concepts of the Independent Director

Despite the surprisingly shaky support in empirical research for the value of independent directors, their desirability seems to be taken for granted in policy-making circles. Yet important elements of the concept of and rationale for independent directors remain curiously obscure and unexamined. As a result, the empirical findings we do have may be misapplied, and judicial gap-filling may be harder than imagined when legislative intent cannot be divined or is contradictory. This article attempts to unpack the concept broadly understood by the term independent director and to distinguish among its various concrete manifestations. In particular, I discuss the critical differences between independent, outside, and disinterested directors, arguing that these manifestations serve different purposes and should not be confused with each other. This discussion is illustrated with examples from United States state and federal laws as well as stock exchange regulations, and supplemented with comparative reference to the United Kingdom, Germany, and Japan, with a brief mention of Chinese practice as well. I also argue that the whole purpose of having independent directors is surprisingly undertheorized, leading to inconsistent rules, in particular regarding the effect of director shareholding, both across countries and within the United States

Poisson-Bracket Approach to the Dynamics of Nematic Liquid Crystals. The Role of Spin Angular Momentum

Nematic liquid crystals are well modeled as a fluid of rigid rods. Starting from this model, we use a Poisson-bracket formalism to derive the equations governing the dynamics of nematic liquid crystals. We treat the spin angular momentum density arising from the rotation of constituent molecules about their centers of mass as an independent field and derive equations for it, the mass density, the momentum density, and the nematic director. Our equations reduce to the original Leslie-Ericksen equations, including the inertial director term that is neglected in the hydrodynamic limit, only when the moment of inertia for angular momentum parallel to the director vanishes and when a dissipative coefficient favoring locking of the angular frequencies of director rotation and spin angular momentum diverges. Our equations reduce to the equations of nematohydrodynamics in the hydrodynamic limit but with dissipative coefficients that depend on the coefficient that must diverge to produce the Leslie-Ericksen equations.Comment: 10 pages, to be published in Phys. Rev. E 72(5