Monitoring corporate boards: evidence from China

China’s listed companies have two-tier boards comprising of a supervisory board and a board of directors. The supervisory board has the responsibility to oversee and monitor the board of directors. Similarly, the role of the independent non-executive directors (INEDs) is to advise and monitor directors. In this paper, we investigate the main board structure hypotheses namely the scope of operations, monitoring and negotiation hypotheses for a sample of Chinese Initial Public Offerings floated on both the Shanghai and Shenzhen stock exchanges. Our results provide evidence to support the three hypotheses. Interestingly, we find that the larger the size of the board of directors, the larger the supervisory board size. Moreover, we find that the higher the proportion of INEDs, the smaller the supervisory board size and this implies that INEDs are perhaps a substituting mechanism for the supervisors’ monitoring role. Finally, we argue that as the Chinese governance structure combines both the German and the Anglo-Saxon models, this creates a conflict between the two boards with respect to the monitoring role. Our results, therefore call for a comprehensive reform in the Chinese governance mechanism

Board Diversity and Financial Fragility: Evidence from European Banks

In the wake of the recent debt crisis in Europe, we investigate the influence of board diversity on financial fragility and performance of European banks. Corporate governance codes in Europe recommend unitary and dual-board systems; therefore, we believe that the influence of board diversity may vary across governance mechanisms and that no other studies have addressed these variations and their influence on financial fragility across European countries. The results show that a critical mass of female representation on both the supervisory board and the board of directors may reduce banks’ vulnerability to financial crisis. However, interestingly, we find evidence that female directors on the management board are not risk averse. We argue that the degree of risk taking for female directors may vary based on their roles (non-executive or executive) and that female and male executive directors may have the same risk taking behaviour. Our empirical results provide guidelines to the regulators in Europe with respect to the recently approved proposal by the European Parliament on female representation

Corporate governance codes: a review and research agenda

Manuscript Type: Review Research Question/Issue: This study reviews previous country-level and firm-level studies on corporate governance codes up to 2014 in order to highlight recent trends and indicate future avenues of research. Research Findings/Results: Our data show that research on codes increases over time consistently with the diffusion and the relevance of the empirical phenomenon. Despite previous studies have substantially enriched our knowledge of the antecedents and the consequences of governance codes, our study shows there are still several opportunities for making significant contributions in this area. Theoretical Implications: Agency theory is the dominant theoretical framework, although other theoretical perspectives (especially the institutional one) are increasingly adopted. Future studies should be aimed at widening and combining various theoretical lenses so as to develop new interpretations and a better understanding of governance codes. Practical Implications: Legislators and policy makers should continue to develop and update the recommendations of national governance codes in order to address the potential failures of corporate governance mechanisms in place

Institutional Investors: the Vote as a Tool of Governance

Institutional investors are increasingly expected to engage with their investee companies to try to help ensure that the investee companies have an appropriate corporate governance structure and that they operate according to corporate governance best practice. There are a number of ‘tools of governance’ which institutional investors might utilise including constructive dialogue and voting. In this paper, the growth of institutional investors is discussed together with the development of the vote as one of the most powerful means that institutional investors have at their disposal. The cases of two of the UK’s largest and most active institutional investors are discussed to show how the vote is used in practice. The resolutions which tend to be the most contentious are those relating to the appointment/re-election of directors and board composition; remuneration packages and incentive schemes; and strategic issues that may impact on shareholders’ rights/ownership interests. The paper also contains an analysis of the resolutions which occur most frequently together with the average levels of dissent on such issues in various European countries: Austria, Belgium, France, the UK, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden and Switzerland. The barriers to voting that may arise are examined; such barriers include control enhancing mechanisms which are prevalent in many European countries as well as on a wider global basis