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Non-executive Directors (non-executive + director)
Selected AbstractsBeyond Agency Conceptions of the Work of the Non-Executive Director: Creating Accountability in the BoardroomBRITISH JOURNAL OF MANAGEMENT, Issue 2005John Roberts This paper examines board effectiveness through an examination of the work and relationships of non-executive directors. It is based on 40 in-depth interviews with company directors, commissioned for the Higgs Review. The paper observes that research on corporate governance lacks understanding of the behavioural processes and effects of boards of directors. Whilst board structure, composition and independence condition board effectiveness it is the actual conduct of the non-executive vis-à-vis the executive that determines board effectiveness. Data about behaviour and relationships on boards suggest that traditional theoretical divisions between agency and stewardship theory, and control versus collaboration models of the board do not adequately reflect the lived experience of non-executive directors and other directors on the board. Developing accountability as a central concept in the explanation of how boards operate effectively enables the paper to both challenge the dominant grip of agency theory on governance research and support the search for theoretical pluralism and greater understanding of board processes and dynamics. Practically, the work suggests that corporate governance reform will be undermined by prescription that supports distant perceptions of board effectiveness but not the actual effectiveness of boards. [source] Non-Executive Directors: key characteristicsCORPORATE GOVERNANCE, Issue 4 2003Article first published online: 11 SEP 200 No abstract is available for this article. [source] Discussion The Increasing Use of Non-Executive Directors: Its Impact on UK Board Structure and Governance ArrangementsJOURNAL OF BUSINESS FINANCE & ACCOUNTING, Issue 9-10 2000Martin J. Conyon [source] A Profile of the Non-Executive Directors of Australia's Largest CompaniesAUSTRALIAN ACCOUNTING REVIEW, Issue 1 2009Dr Corinne Cortese This paper presents a profile of the non-executive directors of Australia's largest public companies. Using descriptive data, it assesses the extent to which these companies adhere to the requirements set down in the Australian Stock Exchange's ,Principles of Good Corporate Governance'. In particular, board structure and composition is evaluated, and levels of remuneration and independence among non-executive directors are assessed. The paper concludes with a discussion of perceived versus actual independence of non-executive directors and the benefits of having non-executive directors present on company boards. [source] Audit committee composition and the use of an industry specialist audit firmACCOUNTING & FINANCE, Issue 2 2005Yi Meng Chen M41 Abstract Independent, competent boards of directors and audit committees are said to be important mechanisms of corporate governance. The purpose of the present study is to empirically examine the association between audit committee composition and audit quality. Specifically, the link between the proportion of non-executive directors on an audit committee, financial qualifications of directors and the number of audit committee meetings held in a year are investigated and expected to have a positive association with the quality of the audit firm used. Audit quality is proxied by industry specialization. The results support the link between a higher proportion of non-executive directors on an audit committee and use of an industry specialist audit firm. Other measures of audit committee quality (those with a higher proportion of directors with financial qualifications and those that meet more frequently) are not significantly associated with the use of an industry specialist audit firm. Sensitivity analysis shows that the presence of an audit committee is linked to use of an industry specialist audit firm. [source] The Role and Functions of Audit Committees in the Indian Corporate Governance: Empirical FindingsINTERNATIONAL JOURNAL OF AUDITING, Issue 1 2004Jawaher Al-Mudhaki This paper examines the composition, focus and functions of audit committees (ACs), the effects of meetings and the criteria used in the selection of members by Indian listed companies from 73 questionnaire responses. The survey was carried out during February,March, 2002. The study reveals that so far only 56.2% of companies have established an AC despite the fact that it is now mandatory. Of those companies which have ACs, 68.3% have between three and six members on ACs. However, only 14.6% of companies have independent non-executive directors on the committee, while 90.2% have non-executive directors. This shows a lack of independent representation on the committees. The functions of ACs are quite diverse and are classified in three areas: financial statements and reporting, audit planning, and internal control and evaluation. The review of annual audited financial statements, discussion and recommendations of audit fees and review of the effectiveness of internal control were rated very highly by the respondents. The review of note disclosure and scope of external audit work are other important functions performed by ACs. The most important areas for focus are compliance with the standards and regulatory bodies, probing material items and undisclosed liabilities. However, there are statistical differences between medium and large sized companies in the performance of their role. The main criteria used for membership of an AC are: experience and knowledge of business, experience of holding similar positions and accounting and finance expertise. Ownership in the company was not perceived as an important criterion. The majority of companies' AC meetings are held monthly or quarterly. MANOVA analysis reveals that the frequency of AC meetings has an effect on the internal control functions. The study concludes that the concept of an AC is not new in India but their formation is slow and their composition lacks independence. AC functions are still concentrated in the traditional areas of accounting and their role is not changing fast enough to make the corporate governance more effective. [source] Auditor's Engagement Risk and Audit Fees: The Role of Audit Firm AlumniJOURNAL OF BUSINESS FINANCE & ACCOUNTING, Issue 9-10 2007Ilias G. Basioudis Abstract:, This study explores the effect of the association of audit firm alumni with their alma mater on audit prices. The tests indicate that there is a moderate reduction of up to 21% in the level of audit fee when alumni (i.e., former employees) of the incumbent audit firm sit on the client board of directors which is consistent with the engagement risk theory. This suggests that there is an ,alumni effect' in the market for audit services. The findings hold only in the large company segment of the market. The results are robust to different model specifications and alternative samples. The sample comprises all executive and non-executive directors who run the UK quoted companies and are simultaneously ICAEW qualified chartered accountants. The study's implications for the accounting profession and the regulators are also discussed. [source] Firm Performance, Governance Structure, and Top Management Turnover in a Transitional Economy*JOURNAL OF MANAGEMENT STUDIES, Issue 6 2006Michael Firth abstract Recent research has argued that political and regulatory environments have a significant impact on corporate governance systems. In particular, countries with poor investor protection laws and weak law enforcement have low levels of corporate governance that manifests itself in substandard financial performance, management entrenchment, and the expropriation of minority shareholders. One implication of this research is that China will have poor corporate governance and entrenched managers as its legal system is relatively underdeveloped and inefficient. However, using data on top management turnover in China's listed firms, our results refute the prediction of entrenched management. We find evidence of very high turnover of company chairmen and there are many cases that we interpret to be forced departures. Our results show that chairman turnover is related to a firm's profitability but not to its stock returns. Turnover-performance sensitivity is higher if legal entities are major shareholders but the proportion of non-executive directors perversely affects it. We find no evidence that profitability improves after a change in chairman and this suggests that a firm's governance structure is ineffective as it is unable to recruit suitable replacements that can turn around its financial performance. [source] Family ownership, corporate governance, and top executive compensationMANAGERIAL AND DECISION ECONOMICS, Issue 7 2006Suwina Cheng In this study we investigate how top management pay is determined in a family firm environment where even listed firms are effectively controlled by a single individual or a single family. Using data from Hong Kong, we find that executive directors' pay is reduced if the directors have substantial stockholdings. Moreover, pay is related to profits but not to stock returns. Our results are consistent with external blockholders and independent non-executive directors persuading firms to base top management compensation on a firm's profitability. Copyright © 2006 John Wiley & Sons, Ltd. [source] A Profile of the Non-Executive Directors of Australia's Largest CompaniesAUSTRALIAN ACCOUNTING REVIEW, Issue 1 2009Dr Corinne Cortese This paper presents a profile of the non-executive directors of Australia's largest public companies. Using descriptive data, it assesses the extent to which these companies adhere to the requirements set down in the Australian Stock Exchange's ,Principles of Good Corporate Governance'. In particular, board structure and composition is evaluated, and levels of remuneration and independence among non-executive directors are assessed. The paper concludes with a discussion of perceived versus actual independence of non-executive directors and the benefits of having non-executive directors present on company boards. [source] The Effect of Board-Related Reforms on Investors' ConfidenceAUSTRALIAN ACCOUNTING REVIEW, Issue 2 2008Janet Lee We survey Australian institutional and individual investors regarding how board-related reforms in the Australian Stock Exchange Corporate Governance Council 2003 recommendations and changes to the Corporations Act 2001 in 2004 affect their confidence as investors. The overall results are consistent with suggestions that individual and institutional investors differ in their corporate governance preferences and expectations. The results reveal that, for both individual and institutional investors, the average investor's confidence is improved by increased independence of the board and its committees, increased disclosures of corporate governance information, and CEO and CFO responsibility for the integrity of financial statements. The effect is strongest for individual investors, who also expect greater time commitments by non-executive directors. Institutional investors appear to have more concern for directors' competence or networking. [source] The Effect of Board Independence on Target Shareholder WealthAUSTRALIAN ACCOUNTING REVIEW, Issue 2 2008Peter M. Clarkson We seek insights into whether, and if so how, an independent board enhances the bid premiums offered to target firm shareholders during a takeover. The results indicate that the presence of an independent board enhances the initial bid premium by, on average, 21.1%. However, the results of more refined analysis suggest that the enhanced bid premium is in fact driven by independent boards comprising non-executive directors who have reputation capital at stake. We also find that independent boards that resist takeovers or include voluntary independent expert reports in target statements, increase the bid premium revision by, on average, 15.6% and 16.2%, respectively. [source] Beyond Agency Conceptions of the Work of the Non-Executive Director: Creating Accountability in the BoardroomBRITISH JOURNAL OF MANAGEMENT, Issue 2005John Roberts This paper examines board effectiveness through an examination of the work and relationships of non-executive directors. It is based on 40 in-depth interviews with company directors, commissioned for the Higgs Review. The paper observes that research on corporate governance lacks understanding of the behavioural processes and effects of boards of directors. Whilst board structure, composition and independence condition board effectiveness it is the actual conduct of the non-executive vis-à-vis the executive that determines board effectiveness. Data about behaviour and relationships on boards suggest that traditional theoretical divisions between agency and stewardship theory, and control versus collaboration models of the board do not adequately reflect the lived experience of non-executive directors and other directors on the board. Developing accountability as a central concept in the explanation of how boards operate effectively enables the paper to both challenge the dominant grip of agency theory on governance research and support the search for theoretical pluralism and greater understanding of board processes and dynamics. Practically, the work suggests that corporate governance reform will be undermined by prescription that supports distant perceptions of board effectiveness but not the actual effectiveness of boards. [source] Managers as Monitors: An Analysis of the Non-executive Role of Senior Executives in UK CompaniesBRITISH JOURNAL OF MANAGEMENT, Issue 1 2000Noel O'Sullivan An important aspect of current governance practice is the use of non-executive directors to monitor the behaviour of company management. This paper examines the extent to which senior executives are utilized as non-executives in large UK companies. The results suggest that executive directors are not an important source of non-executive directors. The average number of non-executive directorships held by each executive is 0.22. Indeed, 85% of executives hold no additional directorships. The holding of non-executive directorships is positively related to the strength of board monitoring in the executive's company, executive tenure and company size. Executives in companies with greater growth opportunities and operating in regulated industries are less likely to hold non-executive directorships. 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