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This study investigates the associations between investment efficiency and both the existence of a board investment committee (IC) and its expertise. Using a sample of industrial firms from six Gul...

Purpose Directors can become overextended when they serve on multiple boards simultaneously. Previous scholars mostly considered directorships held at listed companies. This study aims to investigate the extent and impact of director overboardedness in an emerging market by using a comprehensive measure. Design/methodology/approach The analysis covered 1,600 directors who served on the boards of the 100 largest companies listed in South Africa over the period 2011–2016. In addition to directorships held at listed companies, board positions at unlisted companies and other entities such as state-owned enterprises were considered. Board committee memberships at the sample companies were furthermore included. Random effects ANOVA was conducted to test for significant differences in board and committee meeting attendance. Findings Two-thirds of the considered directors were overboarded when accounting for all their positions. Board committee memberships increased notably over the research period. There was no significant difference in the percentage of board meetings attended between overboarded and non-overboarded directors. However, those directors who held three or more positions simultaneously attended significantly more board committee meetings than their counterparts who held fewer positions. Of the considered committees, the remuneration committee typically had the highest proportion of overboarded directors. Originality/value Eligible board candidates are in high demand given the limited talent pool in South Africa. The findings contradict the busyness hypothesis and suggest that director overboardedness should be evaluated on a case-by-case basis.

Dennis Shapiro passed away on Feb 16, 2021. L. Dennis Shapiro was an IEEE Life Fellow and within CTSoc served on our Board of Governors and Chair of The Industrial Advisory Board Committee. He organized and served as the founding Chair of CTSoc’s Boston Local Chapter. On behalf of CTSoc, he engaged MIT’s Sloan School to do a market research study for CTSoc that has directed our strategy to better serve members. He was engaged on the leadership committees for our flagship International Conference on Consumer Electronics (ICCE) and secured patronage funding for ICCE. His IEEE contributions alone would be enough to be deserved for recognition, but his life story provides a roadmap that the best of us can only hope to partially emulate.

The chapter examines the legislation of corporate sustainability in South Africa through the introduction of the Social and Ethics Committee under the country’s current Companies Act, 2008. It is argued that this is a board committee of a special kind, with original board powers. Given its far-reaching powers with regard to corporate sustainability matters – including social and economic development, good corporate citizenship, consumer relations to labour and employment, the environment, health and public safety – it is argued that the Social and Ethics Committee should be seen as the second board in companies required to have this structure.

We re-examine the negative association between leverage and returns while also focusing on the role of boards of directors. To do so, we utilize the unique setting of real estate investment trusts (REITs), their high leverage, and the volatility that the industry experienced during the recent financial crisis. We find that during the financial crisis REIT board activity increased, especially among firms with high leverage. We also find that board activity helps mitigate the previously reported negative effect of leverage on returns during this time period. Post-crisis, we find evidence suggesting that firms with more active boards reduce their leverage if their pre-crisis leverage was high. Further, firms with more active boards have better post-crisis returns. Our findings are robust to using different measures of activity that take into account director experience in real estate and finance.

This study examines how the specific attributes of one type of voluntary corporate governance mechanism, a specialized political contribution committee, improves the transparency of corporate political disclosure (CPD). The results demonstrate that the existence of a committee that establishes and reviews key political activities and disclosure policies, particularly one composed entirely of outside directors, significantly enhances the transparency of corporate political disclosure, and reveal that an under-studied board committee, the political contribution committee, effectively improves CPD transparency. The results are consistent with agency theory and further support the more generalizable idea that specialized governance mechanisms (e.g., a political contribution committee) and fully independent committees lead to more transparent disclosure. Finally, the results suggest that the existence of a political contribution committee and committee independence are channels to improve CPD transparency. Public-policy makers and regulators seeking to enhance CPD transparency might consider implementing regulations that mandate or recommend these governance mechanisms as best practice.

The importance of board committees – specialized subgroups that exist to perform many of the board's most critical functions, such as setting executive compensation, identifying potential board members, and overseeing financial reporting – has grown over time due to increased legal requirements and greater complexity of the environment in which firms operate. This has resulted in a large body of work examining board committees across the accounting, finance, and management disciplines. However, this research has developed rather independently within each discipline, preventing scholars and practitioners from developing a comprehensive understanding of board committees. To address this issue, we conduct a comprehensive review of the literature that: 1) summarizes and synthesizes antecedents and outcomes associated with board committees in publicly‐traded firms in English common law countries; and 2) offers a critical analysis of existing research, providing recommendations for advancements and new directions in board committee research.

This chapter presents the theoretical background of the research project. It starts by providing an overview of the most significant contributions, both academic and practitioner, related to corporate governance, and in particular to the board of directors. Then it covers the role of the legislation in determining the configuration of corporate governance, looking at the two main legal traditions, and focusing specifically on the legal and regulatory frameworks in Italy and in the UK. The chapter ends by analyzing how the academic debate has investigated the topic of the governance of sustainability, looking in particular at the role of board committees, and on how these committees are influenced by external factors.

This study aims to determine the school committee in an effort to empower SMAIT Al Qudwah Depok City in order to improve the efficiency of school management. This research was qualitative research site in SMAIT Al Qudwak Depok. The data source research is the principal, vice principal, school board committees as well as some students. Collecting data using the method of observation, interviews, documentation and archive footage, while the analysis of data using qualitative data analysis interactive model. The results showed that: (1) The Board committee at Al-Qudwah SMAIT Depok City consists of various professions and have a minimum education level Bachelor (S1); (2) Implementation of the program of work of the school committee in SMAIT Al Qudwah Kota Depok yet fully effective. It is characterized by not fahamnya school board committee will function and role of the school committee in improving the efficiency of school management in schools; (3) Empowerment committee at Al-Qudwah SMAIT Depok City has not fully maximized. It is characterized by the limited space of empowerment for the management committee of the school as a partner school. Besides, the school has not fully facilitate the school committee to explore the potential of its staff so that its existence can be empoweredKeywords: characteristics, role and functions, empowerment, school committees

The purpose of this research is to determine the effect of corporate governance on the firm performance of companies listed in the Indonesia Stock Exchange.The sample examined in this research consist of 40 manufacturing companies in Indonesia Stock Exchange (BEI) from 2008 to 2012 using purpose sampling as its sample selection techniques. Independent variables from this research are board structure, board committees, board meetings, board size, executive directors and independent non-executive directors. Dependent variables are return on assets (ROA) and return on equity (ROE). The analysis method use are the classical assumption test, multiple regression, and the t test. the result of the t test showed, board structure has no effect on corporate performance as measured by return on assets (ROA), but a negative effect on company performance as measured by return on equity (ROE), board committees positive effect on the firm performance, board meetings had no influence on the performance of the company, board size has a positive effect on the firm performance, executive directors do not have an influence on the company’s performance as measured by return on assets (ROA) and return on equity (ROE), independent non-executive directors have a negative effect on corporate performance as measured by return on assets (ROA), but does not affect the company’s performance as measured by return on equity (ROE). Keywords : Corporate governance, firm performance, board structure, board committee, board meeting, board size, executive directors, independent non executive directors, return on asset, return on equity .

This study undertook a comparison of the changes to corporate governance (CG) practices, based on the UAE CG codes, for three different periods of time between 2006 to 2007, 2009 to 2010 and 2013 to 2014. An ordinary least squares model, along with analysis of variance testing, was employed to compare this. The study sample included 47 listed firms in the UAE. The changes made to the CG code during the study period affected the audit and board committee characteristics. The results show that the second CG code change had the most significant effect on board meetings, board members’ education, board members’ experience, audit committee meetings and audit committee members’ education impact on the financial performance of UAE listed firms. The potential policy implications arising from the study centre on ensuring greater firm compliance to meet the expectations of the regulatory body, as mandated in the CG code.

Founded in 1952, the Board Committee on Corporation Associates is the formal link between the American Chemical Society and chemical and allied industries. The committee provides a corporate voice ...

Purpose – The purpose of this paper is to investigate two research questions. Is internal control system (ICS) disclosure, as a monitoring mechanism, associated with the characteristics of the board of directors, particularly the audit committee as the main board committee devoted to the effectiveness of ICS? Does the regulatory environment, particularly the regulation on ICS disclosure as an external governance/monitoring mechanism play a role in shaping the relationship between board monitoring and ICS disclosure and, if so, how? Design/methodology/approach – The authors study the ICS disclosure of 149 companies listed in four European financial markets (London, Paris, Frankfurt and Milan), each with its own regulations about ICS disclosure, during a six-year period (2003-2008). Findings – The findings support an inverse association between the extent of ICS disclosure and the proxies for board monitoring. The authors also find a statistically significant negative relationship between board monitoring and substantial ICS disclosure but no relationship between board monitoring and formal ICS disclosure. The evidence also shows that the regulatory environment moderates the relationship between board monitoring and ICS disclosure by introducing trade-offs among monitoring mechanisms. Research limitations/implications – An important caveat of the research is that it does not explore if and how investors use ICS disclosure to evaluate the firm. Practical implications – The authors propose a framework for the analysis of ICS disclosure that overcomes limitations of previous literature that has neglected the importance of the content beyond the extent of ICS disclosure. Through this framework researchers, practitioners and standard setters are able to separate merely descriptive, formal un-useful disclosure (boilerplate information) on the composing elements of the ICS from substantial disclosure regarding the functioning of the ICS (monitoring function). Originality/value – The authors also provide evidence that the relationship between board monitoring and ICS disclosure varies with the content of the information communicated, thus offering guidance for future research not to focus on measuring the extent or quantity of disclosure but on the variety and complexity of the information communicated.

Effective board and board committee meetings start with a well-built agenda. The agenda outlines the intended flow of the meeting or call. While there is great diversity in how they are crafted and by whom, every agenda should advance the board of director’s effort in meeting their strategic and oversight responsibilities. Ideally, it is the outside directors who have the loudest voice regarding the board’s oversight responsibilities. Outside directors must position themselves to make well-informed decisions to fulfill their fiduciary duties without assuming the role of management.

Increasing regulatory pressures have created specialization within boards, with more requirements and responsibilities being refocused to the committee level. Using data from S&P 1,500 firms, we find that board committee overlap associated with linking pin directors (i.e., those serving simultaneously on the audit and compensation committees) is an important conduit for knowledge transfer between boards' monitoring and incentive alignment functions. These directors are associated with lower executive compensation and influence pay mix. In studying the dynamics behind this process, we find that newly created linking pins improve monitoring effectiveness whereas recently dissolved linking pins decrease it. We also find that linking pins are all the more important when managers make less conservative accounting choices

Background: Treatment of multiple myeloma has evolved considerably in the past few years with availability of several news drugs as well as increasing use of multidrug combinations. These changes have no doubt led to the improved survival seen among patients with MM. We have previously shown that outcomes of patients intolerant or refractory to one of the IMiDs and bortezomib had a poor outcome. Since that time, other drugs of the same class as well as new classes of drugs have been introduced for the treatment of MM. We designed this retrospective study to estimate the outcomes in patients with relapsed myeloma, who have become refractory to the current generation IMiDs and proteasome inhibitors. Patients and Methods: Patients with relapsed multiple myeloma who have received at least 3 prior lines of therapy, is refractory to both an IMiD (lenalidomide or pomalidomide) AND a proteasome inhibitor (bortezomib or carfilzomib), and has been exposed to an alkylating agent were identified from multiple centers. The time patients met the above criteria was defined as T0, and details of all treatment regimens before and after T0 were collected using electronic CRFs. The study was approved by the IRB at the respective centers. Results: 543 patients were enrolled in this study; median age was 62 years (31-87) and 61% were males. Patients were enrolled from centers in North America (n=181), Europe (n=318), and Asia Pacific (n=44). Patients were diagnosed between 2006 and 2014, the median duration between diagnosis of myeloma and study entry (T0) was 3.1 years (0.3 to 9). The median (95% CI) estimated follow up from diagnosis and from T0 were 61 (57, 66) months and 13 (11, 15) months respectively. The median number of lines of therapy prior to T0 was 4 (3-13), 48% had a prior transplant. The median OS from T0 for the entire cohort was 13 (11, 15) months. For these 462 patients, the median number of recorded regimens was 2 (1-9). The overall response and the depth of response to each line of treatment following T0 are as shown in the table. The median (95% CI) PFS and OS from T0 was 5 (4, 6), and 15.2 (13, 17), respectively. The overall survival for the 81 patients with no treatment post T0 was only 2.1 months. In a multivariate analysis, duration from diagnosis to T0, ISS stage III and number of lines of therapy were all associated with inferior PFS, as well as OS, and in addition, serum creatinine>2 mg/dL at T0 also predicted inferior OS. Conclusions: The study provides the expected outcome following development of myeloma that is refractory to a PI and an IMiD. The outcomes of these patients appear to be better than we had seen historically in patients refractory/ intolerant to bortezomib and IMiDs, highlighting the increased treatment options available for these patients. However, there is decreasing response rate to sequential regimens highlighting the development of drug resistance. The data provides a bench mark for comparison of new therapies that are being evaluated in this disease. Table Table. Disclosures Dimopoulos: Janssen: Consultancy, Honoraria, Membership on an entity's Board of Directors or advisory committees; Amgen: Consultancy, Honoraria, Membership on an entity's Board of Directors or advisory committees; Celgene: Consultancy, Honoraria, Membership on an entity's Board of Directors or advisory committees; Genesis: Consultancy, Honoraria; Novartis: Consultancy, Honoraria, Membership on an entity's Board of Directors or advisory committees. Kastritis:Takeda: Consultancy, Honoraria; Genesis: Consultancy, Honoraria; Janssen: Consultancy, Honoraria; Amgen: Consultancy, Honoraria. Terpos:BMS: Consultancy, Honoraria; Janssen: Consultancy, Honoraria, Other: Travel expenses, Research Funding; Celgene: Honoraria; Takeda: Consultancy, Honoraria; Genesis: Consultancy, Honoraria, Other: Travel expenses; Amgen: Consultancy, Honoraria, Other: Travel expenses, Research Funding; Novartis: Honoraria. Hillengass:Sanofi: Research Funding; Novartis: Research Funding; Amgen: Consultancy, Honoraria; BMS: Honoraria; Janssen: Honoraria, Membership on an entity's Board of Directors or advisory committees; Celgene: Honoraria. Leleu:TEVA: Membership on an entity's Board of Directors or advisory committees; Janssen: Honoraria; LeoPharma: Honoraria; Amgen: Honoraria; Bristol-Myers Squibb: Honoraria; Pierre Fabre: Honoraria; Celgene: Honoraria; Novartis: Honoraria; Takeda: Honoraria. Oriol:Janssen: Honoraria, Other: Expert board committee; Amgen: Honoraria, Other: Expert board committee. Cavo:Celgene: Consultancy, Honoraria; Millennium: Consultancy, Honoraria; Bristol-Myers Squibb: Consultancy, Honoraria; Janssen-Cilag: Consultancy, Honoraria; Amgen: Consultancy, Honoraria. Mateos:Janssen: Honoraria, Membership on an entity's Board of Directors or advisory committees; Celgene: Honoraria, Membership on an entity's Board of Directors or advisory committees; Takeda: Honoraria, Membership on an entity's Board of Directors or advisory committees; Amgen: Honoraria, Membership on an entity's Board of Directors or advisory committees; Bristol-Myers Squibb: Honoraria, Membership on an entity's Board of Directors or advisory committees. Vij:Shire: Consultancy; Takeda: Consultancy, Research Funding; Jazz: Consultancy; Karyopharma: Consultancy; Janssen: Consultancy; Novartis: Consultancy; Celgene: Consultancy; Bristol-Myers Squibb: Consultancy; Amgen: Consultancy, Research Funding. Lokhorst:Genmab: Research Funding; Janssen: Membership on an entity's Board of Directors or advisory committees, Research Funding. van de Donk:Amgen: Research Funding; Janssen: Research Funding; BMS: Research Funding; Celgene: Research Funding. Mark:Onyx: Research Funding, Speakers Bureau; Millenium: Membership on an entity's Board of Directors or advisory committees, Speakers Bureau; Celgene: Membership on an entity's Board of Directors or advisory committees, Research Funding, Speakers Bureau. Ludwig:Amgen: Research Funding, Speakers Bureau; Takeda: Research Funding, Speakers Bureau; BMS: Speakers Bureau; Janssen: Speakers Bureau. Jagannath:Novartis: Consultancy; Janssen: Consultancy; Bristol-Myers Squibb: Consultancy; Celgene: Consultancy; Merck: Consultancy. Usmani:Array: Research Funding; Britsol-Myers Squibb: Consultancy, Research Funding; Skyline: Membership on an entity's Board of Directors or advisory committees, Speakers Bureau; Takeda: Consultancy, Membership on an entity's Board of Directors or advisory committees, Research Funding, Speakers Bureau; BioPharma: Membership on an entity's Board of Directors or advisory committees, Research Funding, Speakers Bureau; Onyx: Membership on an entity's Board of Directors or advisory committees, Research Funding, Speakers Bureau; Janssen: Membership on an entity's Board of Directors or advisory committees, Research Funding; Pharmacyclics: Research Funding; Celgene: Consultancy, Membership on an entity's Board of Directors or advisory committees, Research Funding, Speakers Bureau; Sanofi: Consultancy, Membership on an entity's Board of Directors or advisory committees, Research Funding, Speakers Bureau; Amgen: Consultancy, Research Funding, Speakers Bureau; Millenium: Membership on an entity's Board of Directors or advisory committees, Speakers Bureau; Novartis: Speakers Bureau. Dytfeld:Janssen Poland: Consultancy, Honoraria, Membership on an entity's Board of Directors or advisory committees, Research Funding; Celgene: Research Funding; Amgen: Consultancy, Membership on an entity's Board of Directors or advisory committees, Research Funding; Novartis: Membership on an entity's Board of Directors or advisory committees. Moreau:Novartis: Honoraria; Amgen: Honoraria; Celgene: Honoraria; Bristol-Myers Squibb: Honoraria; Takeda: Honoraria; Janssen: Honoraria, Speakers Bureau. Lee:Amgen: Membership on an entity's Board of Directors or advisory committees. Shustik:Janssen: Honoraria, Membership on an entity's Board of Directors or advisory committees; Takeda: Honoraria, Membership on an entity's Board of Directors or advisory committees; Millenium: Honoraria, Membership on an entity's Board of Directors or advisory committees; Amgen: Honoraria, Membership on an entity's Board of Directors or advisory committees; Celgene: Honoraria, Membership on an entity's Board of Directors or advisory committees. de la Rubia:Celgene: Consultancy; Bristol Myers: Consultancy; Amgen,: Consultancy; Janssen: Consultancy. Durie:Takeda: Consultancy; Amgen: Consultancy; Janssen: Consultancy.

This study explores whether corporate governance at dual class firms differs from that of their single class counterparts and whether firm value at dual class firms is associated with governance. Employing a sample of 1309 U.S. dual class firm-year observations for the period 1996–2006, we show evidence that dual class firms are more likely to employ more shareholder rights provisions while exhibiting lower board and board committee independence than single class firms. The results also show that shareholder rights increase while board provisions decrease in wedge at dual class firms. Further findings underscore that firm value at dual class firms decreases in wedge, and increases in shareholder rights and in board-related provisions, particularly in director independence. While strong board-related governance at dual class firms is significantly positively related to firm value in a multivariate setting, shareholder rights are significantly associated with firm value only in instances of the weakest board provisions. Following unification, firms employ more antitakeover provisions while strengthening their board and board committee independence.

This paper examines the impact of independent director busyness on firm value in a setting that addresses a key challenge that the board of directors is an endogenously determined institution. We use the deaths of directors and CEOs as a natural experiment to generate exogenous variation in the time and resources available to independent directors at interlocked firms. The sudden loss of such key co-employees is an ‘attention shock’ because it increases the board committee workload for some independent directors at the interlocked firm – the ‘treatment group’, but not others – the ‘control group’. In a hand-collected sample of 2,551 (592) firms that share a non-deceased independent director with 633 (189) firms subject to director (CEO) deaths, difference-in-differences estimates reveal that investors react negatively to these attention shocks. There is a significant negative stock market reaction of -0.79% (-0.95%) for director-interlocked firms in the treatment group, but no reaction for those in the control group. The treatment effect is significantly magnified by interlocking directors’ busyness (e.g., board size and number of outside directorships), the importance of their roles in the firm (e.g., type of committee membership), and their degree of actual independence (e.g., board classification). Overall, these results provide endogeneity-free evidence that independent directors’ busyness is detrimental to board monitoring quality and shareholder value.

This study advances a recategorization perspective to explain how an increasing number of directors have successfully obtained major board appointments and played important roles on boards despite their demographic differences from incumbent directors. We theorize and show that existing directors tend to select a demographically different new director who can be recategorized as an in-group member based on his or her similarities to them on other shared demographic characteristics. We further explain how a new director’s prior social ties to existing directors strengthen this recategorization process and posit that recategorization increases demographically different directors’ tenures and likelihood of becoming board committee members and chairs. Results from analyses of Fortune 500 boards from 1994 to 2006 provide strong support for our theory. This study suggests that increased board diversity on some demographic characteristics is associated with reduced diversity on others. It also suggests that some demographic characteristics, such as gender and ethnicity, would be more salient during the recategorization process than other characteristics. As a result, female and ethnic minority directors would need to be more similar to incumbents along shared dimensions than other demographically different directors (such as a young director) for them to be recategorized into the in-group.

This study examines whether the relationship between corporate board and board committee independence and firm performance is moderated by the concentration of family ownership. Based on a sample of Hong Kong firms, we find no significant association between the independence of corporate boards or board committees and firm performance in family firms, whereas board independence is positively associated with firm performance in non-family firms. Additionally, our findings show that the proportion of independent directors on the corporate boards of family firms is lower than that of non-family firms, but we find no significant difference in the representation of independent directors on the key committees of corporate boards between family and non-family firms. Overall, these results suggest that the “one size fits all” approach required by the regulatory authorities for appointing independent directors on corporate boards may not necessarily enhance firm performance, especially for family firms. Thus, the requirement to appoint independent directors to the corporate boards of family firms needs to be reconsidered.

This study examines the relation between the composition of financially distressed banks, boards of director Committees and institusional ownership to the likelihood of receiving going concern reports. The composition board of director Committees and institusional ownership represent Good Corporate Governance (GCG) mechanism in banks. Financial firms were highly regulated, so we combine bapepam regulation and altman Z score to identify banks that fit for the financial distress category. For banks experiencing financial distress during 2005-2010, by using logistic regression we find that the greater percentage of financial distress in banks, the smaller the probability the Auditor will issue a going concern report. This empirical study did not support role GCG mechanism on Audit reporting. These results can give us a little sight about implementation of GCG in Indonesia specialy for financial firm. The contribution will go to support regulators’ concern about financial reporting, firms behavior (financiall and non financial firms) in making healthy environment with GCG and the need of balancing proportion in ownership structure in form of the composition board committee and institusional ownership to minimize moral hazard . Keywords : financial distress, board of director Committees, institusional ownership and going concern reports

This article examines how the frequency of board committee meetings impacts on Australian firms' financial performance. Data were collected from 118 Australian listed companies – including 26 financial firms and 92 nonfinancial firms – for the period 1999–2007. Analysis of that data shows that the frequencies of audit committee meetings and remuneration committee meetings are positively and significantly associated with return on equity and return on assets. The frequencies of risk committee meetings do not show any significant effects on the financial performance of Australian firms. Estimated results are found to be robust after controlling for internal as well as external governance mechanisms that might affect Australian firm performance.

This paper examines the extent of compliance to the Central Bank of Nigeria (CBN) 2006 Corporate Governance Code by 24 Nigerian commercial banks and reveals a compliance level of 76.6%. The major non-compliance areas include non-constitution of a board committee consisting of non-executive directors, that regulates the compensation for executive directors, and the non-inclusion of independent directors on the main boards of many banks. Furthermore, the analysis shows that the benefits resulting from the changes for compliance outweigh the additional layers of supervisory checks and bureaucratic overbearing associated with the Code. The Code has brought about more effective corporate governance, accountability and greater transparency despite a low frequency of supervision and examination of the banks by the CBN.

Problems of participation of independent directors in work of committees of the boards of directors (supervisory boards) are considered in relation to the banking sector of the Russian economy. The international experience of participation of independent directors in committees of the boards of directors (supervisory boards) of banks is generalized. Industry recommendations, exchange requirements and criteria of participation of independent directors in functioning of committees of the boards of directors (supervisory boards) are analyzed. In many countries in the banks entering the world ranking of TOP 100 of the largest banks, committees of the boards of directors include independent directors: committees on audit on average 67%, committees on remunerations 58%. National exchange regulation establishes two-level requirements to members of committees of the board of directors with a key role of independent directors. The considered national experience of application testifies to the appropriate procedure of participation of independent directors in the boards of directors.

PurposeThis paper seeks to examine the relationship between board committees and firm performance and the moderating effect of family ownership for public companies in Hong Kong.Design/methodology/approachThis study employs publicly available data from financial databases and annual reports of a sample of 346 firm‐year observations of public companies in Hong Kong for the periods 2001‐2003.FindingsThe empirical evidence indicates that a nomination (remuneration) committee is positively (negatively) related to firm performance, depending on the independence of its composition. Furthermore, family ownership does have an adverse effect on the relationship between board committees, specifically the remuneration committee, and the performance of public companies in Hong Kong.Research limitations/implicationsThis study is based on publicly available data and the board process is not actually observed.Practical implicationsThe effectiveness of a board committee is contingent on its independence and family ownership.Originality/valueThis paper provides empirical evidence that an independent board committee could enhance the corporate governance of public companies in Hong Kong and would be of interest to regulatory bodies, business practitioners, and academic researchers.

The Committee of Sponsoring Organizations’ (COSO) framework outlines three objectives of internal control. This paper addresses the third and least emphasized component, compliance with laws and regulations. We address the growing importance of board-level oversight of legal compliance and the emerging role of a separate board committee dedicated to the compliance function. A recent COSO project emphasizes the importance of the monitoring function; COSO observes that many companies are not conducting this function effectively. We examine the use of a board-level compliance committee to monitor legal compliance. We also discuss the roles of corporate counsel and internal auditors in assisting with monitoring. Our results show that over the last 15 years a growing percentage of S&P 500 firms have adopted a board-level compliance committee. Internal auditors’ specialized training and expertise in the areas of monitoring and prevention would complement the company’s legal expertise and be of significant value to boards of directors in helping them fulfill their compliance oversight responsibilities. Le controle de conformitE aux lois: la croissance des comitEs de conformitE RESUME Le cadre de reference du Committee of Sponsoring Organizations (COSO) decrit trois objectifs du controle interne. Les auteurs se penchent sur le troisieme de ces objectifs, le plus neglige d’entre eux : la conformite aux lois et aux reglements. Ils etudient l’importance croissante de la surveillance de la conformite aux lois exercee a l’echelon du conseil d’administration et le role en emergence d’un comite distinct emanant du conseil d’administration, charge d’assurer cette surveillance. Un projet recent du COSO souligne l’importance de la fonction de controle. Or, selon les observations du COSO, maintes societes ne s’acquittent pas de cette fonction avec efficacite. Les auteurs s’interessent au recours a un comite de conformiteemanant du conseil pour controler la conformite aux lois. Ils analysent egalement les roles des conseillers juridiques d’entreprises et des auditeurs internes a ce chapitre. Les resultats de leur etude revelent qu’au cours des 15 dernieres annees, un pourcentage croissant de societes du palmares S&P 500 ont cree un comite de conformiteemanant du conseil. La formation et les competences specialisees des auditeurs internes dans les domaines du controle et de la prevention completeraient les competences juridiques de l’entreprise et seraient un precieux atout pour les conseils d’administration dans l’exercice de leurs responsabilites en matiere de surveillance de la conformite.

Environmental threats do not affect all groups equally within an organization. Due to this uneven external pressure, only certain groups engage in problemistic search, limiting the pool of solution...

When President Barack Obama awarded a 2015 Presidential Medal of Freedom to Katherine Johnson, a mathematician who charted the trajectory for Alan Shepard’s space flight, many Americans—myself included—became aware of the contributions that a group of African American women made in the 1940s to 1960s to the U.S.’s aeronautics and space programs. These women were the subjects of Margot Lee Shetterly’s book, “Hidden Figures,” recently made into a film. It took just one prominent person, Obama, to select a woman for a major award to make the entire world aware of the science, technology, engineering, and mathematics (STEM) contributions of a generation of women. Relatedly, in 2016, the ACS Women Chemists Committee and the ACS Board Committee on Grants & Awards (G&A)—whose work is now incorporated into the Board Committee on Professional & Member Relations—realized that a key to increasing the number of underrepresented chemists receiving awards was to increase

Founded in 1952, the American Chemical Society’s Board Committee on Corporation Associates provides a formal link between ACS and the chemical and allied industries. Among the committee’s goals are to influence ACS programs, products, and services to meet the needs of chemistry-based enterprises while providing a business and corporate voice for the ACS Board of Directors and across the society. One area in which Corporation Associates is making a significant impact is in chemical safety. By influencing board actions and partnering with society programs, the committee is working to improve safety awareness throughout the chemistry enterprise and foster competitive advantages in industry by creating a culture of safety. Chemical companies understand that being safe is the right thing to do. It is cost effective and prevents injuries and damage to health and property. In addition, being safe is environmentally responsible. Green chemistry and engineering can play a role in developing

Audit activities form part of the key functions that enhance the reliability and validity of financial and non-financial information. One of the reporting processes investors and other stakeholders rely on when making decisions is the annual reports of enterprises which are a compilation of various reporting elements. Although internal auditors do not make direct disclosures in annual reports, many financial and non-financial disclosures are for audited items. Ultimately internally-audit activities and those of the external auditor are reflected in disclosures made by the internal audit function, the audit committee, and the external auditors themselves. The main objective of this study was to identify the levels of audit disclosure made in reference to the activities of IAFs, external auditor and the audit board committee, and to make comparisons therein between Botswana Stock Exchange (BSE) and the Johannesburg Stock Exchange (JSE) listed companies. To uncover the extent of these disclosures the current study derived seventeen (17) mandatory or voluntary audit disclosure areas that were used to conduct text analysis and to determine disclosures made for a cross-country study of three companies, each from the areas of retail, banking and insurance selected from the Botswana Stock Exchange (BSE) and the Johannesburg Stock Exchange (JSE). The study found that audit committees and internal audit functions dominated the disclosure of the audit-related variables, and that external auditors tend to confine their disclosure to areas concerned with presentation and qualification of financial statements. The study also found that companies listed in the JSE made more disclosures than their BSE counterparts, and that the retail sector made fewer disclosures as compared to the other two sectors. Furthermore, disclosures related to assessment and management risk as well as aspects of internal audit functions were the two most frequently disclosed variables in both geographic locations. The study goes on to recommend that future studies make more comparative studies by sector, geographic location, and to explore the use of a broader range of auditing variables.

The paper investigates the issue of the board committee members’ remuneration in banks. The authors came with conclusion that this issue of research is not explored enough by researchers in international context. Probably this is the major reason of such big black holes in the bank practices. The systems of remuneration for committee members in banks are still highly rigid and based rather on “pay for presence” than “pay for performance” principle. The authors developed an advanced system of remuneration for the board committee members with a set of new ratios which account the committee members’ initiative and participation in the committee activity. The system has a variable structure and the problem of its rigidness has been solved through putting in the remuneration structure bonuses which take a huge part. The system has been applied methodologically for the audit committee member to assess his/her performance and set the remuneration.

We analyze the effect of committee formation on how corporate boards perform two main functions: setting CEO pay and overseeing the financial reporting process. The use of stock-based pay schemes induces the CEO to manipulate earnings, which leads to an increased need for board oversight. If the whole board is responsible for both functions, it is inclined to provide the CEO with a compensation scheme that is relatively insensitive to performance in order to reduce the burden of subsequent monitoring. When the functions are separated through the formation of committees, the compensation committee is willing to choose a higher pay-performance sensitivity, as the increased cost of oversight is borne by the audit committee. Our model generates predictions relating the board committee structure to the pay-performance sensitivity of CEO compensation, the quality of board oversight, and the level of earnings management.

Our paper examines whether holding multiple outside board seats compromises a director’s ability to effectively perform monitoring duties. Analyzing over 1400 firms, we report that individuals who hold more outside directorships serve on fewer board committees. The relation, however, appears non-linear, U-shaped, and in support for both the busyness and the reputation hypotheses. In addition, we find that holding more outside board seats decreases the likelihood of membership on compensation and audit committees. The findings substantiate evidence [Akhigbe, A., Martin, A.D., 2006. Valuation impact of Sarbanes–Oxley: Evidence from disclosure and governance within the financial services industry. Journal of Banking and Finance 30 (3), 989–1006] of value relevance of board committee structures. Additional analysis of committee memberships suggests that women and ethnic minorities are placed on more board committees. Also, directors on smaller and independent boards serve on more committees. Finally, it appears that the Sarbanes–Oxley act had a material impact on the association between the number of multiple board seats and committee memberships.

Researches on company directors’ remuneration and its links with firms’ performance have been carried out by a number of scholars. The issue has drawn wide attention as stakeholders are interested to find out whether directors received the right package of remuneration and whether it is always in line with the firm’s performance. However more studies are needed to examine the relationship between directors’ remuneration and firm performance with board committee characteristics. Thus, this study attempts to close this gap. This exploratory study, involving 20 top Malaysian government linked public listed companies and 20 top Malaysian non government linked public listed companies aim to examine these relationships.

ORG, fictitious name, is a large company with complex-globally distributed projects that has recently started a "big-bang" transition to agile. About a year ago the new CIO announced it was time to aim for faster deliveries and decided on a company-wide roll-out to agile, including legacy systems. In this paper we report on an interview-based qualitative study that aimed to identify the reasons of why the company is moving to an agile approach, the steps took towards becoming agile during this first year of work, and the main concerns of management given the size of the company, the complexity of the projects developed, and the team's global distribution. We interviewed 18 managers, including members of the board committee that support the CIO in strategic decisions. Our findings add to the current literature on the topic by discussing the transformation in a large-complex scenario that, to the best of our knowledge, has never been reported in literature.

This article presents the history of IEEE Technical Activities Board Committee on Social Implications of Technology (CSIT), that was later known as IEEE Society on Social Implications of Technology (SSIT). SSIT draws its members from an eclectic variety of engineering specializations, as well as from professions outside engineering. As awareness of ethical and social implications of new technologies rises, it will make sense for more technically focused societies to participate in further collaborative ventures with SSIT. In principle, every member of IEEE should find something of interest in the activities of SSIT, since it is hard to think of a technology without social implications. But the same factor that makes SSIT such an interesting mix of people with various technical and professional backgrounds also means that SSIT membership is usually not the primary reason that professionals join IEEE. Besides this difference between SSIT and most other IEEE societies, there is a basic philosophical difference as well, at least according to some

The Canadian Securities Administrators’ National Policy 58-201 Corporate Governance Guidelines (the “Policy”),1 released 15 April 2005, on which the author provided detailed advice, reads that: • “[t]he board should develop clear position descriptions for the chair and the chair of each board committee” (section 3.5); • the board should engage in an explicit two-step “competencies and skills” recruitment of individual directors (sections 3.12 and 3.14);2 and • individual directors should be regularly assessed and that these assessments should consider “the applicable position description(s), as well as the competencies and skills each individual director is expected to bring to the board” (section 3.18). The Canadian Securities Administrators, subject to receiving the required approvals, intend for the Policy to come into force in Canadian jurisdictions on 30 June 2005. This article canvasses some of the aspects in assessing board leadership.

The present study attempts to show that the impact of corporate governance components (CEO duality, board committee, board size, non executive directors, board meeting, audit committee members and directors remuneration) on the cash conversion cycle. The data has been collected from 50 manufacturing companies for the year ranging 2005–06 to 2014–15 respectively. The Regression model has been applied for the analysis purpose. The study found that the board size and non executive directors are playing significant role for reducing the cash conversion cycle. The findings of the study may provide useful insights to the managers, investors, government and researcher in regarding the relationship between the corporate governance and cash conversion cycle.

In 2008, chief nursing officers (CNOs) of Connecticut Hospital Association (CHA) member hospitals sought to address concerns and issues related to the work environment of nurses that led to the development of a statewide hospital nursing workplace environment assessment carried out under the auspices of a CHA board committee. The project involved the completion of a survey by 2,083 registered nurses (RNs) from 20 hospitals, completion of surveys by 14 CNOs, focus groups, individual hospital and statewide results reporting, and rich dialogue among nursing leaders through follow-up learning sessions.

Citing dissatisfaction with an interagency management model, a National Science Board committee refuses to keep the South Dakota project going.

Using data on over 39,000 outside directors from 38 countries, we examine the labor market consequences of director reputation. We provide three novel findings. First, global reputation events have significant labor market consequences to outside directors. Second, investor protection plays an important role in shaping directors’ incentives to build shareholder-friendly reputation. Third, such reputation events have additional effects on directors’ incentives such as total pay and board committee chairmanships. The stock market reacts significantly to board appointments of such directors. Overall, outside directors’ global reputation is important in directorial labor markets around the world and the market for shareholder-friendly director reputation is complementary to the aggregate governance quality of the country.

Historically, the legal basis of corporate governance has been rather limited, leaving the companies free to organise their governance, direction and control as they saw fit. But corporate failures in the 1990s (such as Maxwell or BCCI in the UK) and in the beginning of the 21st century (such as Enron and Worldcom in the United States, or Parmalat and Ahold on the European continent) led to a real up-rise of governance codes (in Europe) as well as legislation (SOx in the US and European Directives) that drastically increased the requirements companies had to comply with. Although governance codes can never mimic the numerous challenges companies are confronted with, they have come a long way in describing in greater detail the conditions to reach good governance practices in general and board effectiveness more specifically. However, the recent financial crisis was an abrupt wake-up call that those recipes were not that effective after all. In answering the societal revolt, politicians (at both sides of the Atlantic) took over the reins and overwhelmed the companies with an avalanche of legal rules and obligations. This incremental building up of corporate governance laws and regulations, combined with strengthened self-regulatory recommendations, led to a construction that is not only very complex, but at the same time contains quite a number of paradoxes, that need further in-depth reflection and trade-offs.

IN MARCH AND again in April, as they do every spring, American Chemical Society volunteers will converge on Capitol Hill. They will visit members of Congress and congressional staffers in hopes of making a strong case for supporting science, technology, and education. This year, they will have in hand two new ACS policy statements, one on global climate change and one on science education, which contain specific, actionable recommendations. The newly approved statements reflect a change in ACS thinking and its Board Committee on Public Affairs & Public Relations (PA&PR), which acts for the full board of directors in approving statements. In the past, official position statements treated issues with a broad-brush approach. The new statements are much more detailed. “There is a lot more specificity and depth,” says Glenn Ruskin, head of the ACS Office of Legislative & Government Affairs (OLGA). The new statement on global climate change doesn’t mince words. It unequivocally states ...

This article demonstrates a linkage between firm performance and board composition by examining the committee structure of boards and the directors' roles within these committees. Consistent with previous studies, I find little association between firm performance and overall board composition. However, by going into the inner workings of the board via board committee composition, I am able to find significant ties between firm performance and how boards are structured. First, a positive relation is found between the percentage of inside directors on finance and investment committees and accounting and stock market performance measures. Next, firms significantly increasing inside director representation on these two committees experience significantly higher contemporaneous stock returns and return on investments than firms decreasing the percentage of inside directors on these committees. These findings are consistent with Fama and Jensen's assertion that inside directors provide valuable information to boards about the firms' long-term investment decisions. Copyright 1998 by the University of Chicago.