Boards Structures

This study explores corporate governance (CG) structures and practices in Jamaica to fill theoretical, practical and public policy gaps. The study is organized into four parts and nine chapters. Part one is an introduction to the thesis and the contextual setting. Part two explores the theoretical and methodological framework via an in-depth review of the social science literature on CG and sets out the research strategy and methodology. Part three analyses and discusses the findings from the fieldwork, and part four examines gaps, proposes recommendations for reform, discusses conclusions, limitations of the study, and suggestions for future research. The study assumes a two-fold hypothesis of a CG problem and public policy problem. The CG problem is characterised by a dearth of empirical literature, a lack of CG awareness, and inadequate and poor CG practices among public bodies. The public policy problem is defined by a weak regulatory framework, systemic weaknesses in the financial sector, and pervasive corporate and political corruption. In seeking solution to the problems under review, the study adapts the interviewer's administered survey method supported by three in-depth case studies and two focus groups. The views of about 100 respondents were sought and an additional unspecified number of informal informants. This multi-technique approach ensured that the weaknesses of a given technique were compensated for by the counterbalancing strengths of other techniques. The key themes of focus were regulation, corruption, ownership and control, stakeholder relations, perceptions and role of institutional investors, board characteristics and processes and the board's role in strategic decision-making and corporate disclosures. The findings revealed that while Jamaica has implemented several laws and regulations, there are still gaps in coverage, content and effectiveness of implementation. Corruption is still rampant in spite of evidence of a reduction since 2006 (TI 2008 Report). Ownership and control of Jamaican firms are highly concentrated and mainly by oligarchic groups giving way to such problems as an under-developed new issues market, a high degree of insider boards, inadequate minority protection, poor information disclosure, and incentives are aligned to dominant shareholders. There is a lack of representation and voice of employee and trade union representatives in the Jamaican boardrooms and institutional investors (II), while controlling approximately 75% of listed companies, are not interested in promoting CG reform over and above the extent to which such efforts would redound to their self-interest. IIs play influential roles in financing Jamaican politics and control large distribution channels, and determine who gets large private sector contracts. While much is being done internationally to achieve gender balance in the boardroom, the mean number of females on Jamaican corporate boards is 1.8 (or 19.8%) with an average board size of 9.1 Directors. Cross-tabulation analyses were conducted and tests for relationships between and within groups of key variables (board size, Chair/CEO duality, NEDs vs. EDs, number of female Directors with listed and unlisted firms and dominant ownership dispersed vs. closely held) and nothing of significance was found. The study has concluded that reform is needed in several areas. These include increase of coverage and content of legislation and enforcement mechanisms to improve CG and fight corruption; reform of corporate boards -director selection and appointments, board's role and conduct of Directors, training and board performance evaluation. Future research is directed at more emphasis on CG in developing countries, SMEs, public bodies and non-profit organizations, the role and contribution of employees and trade unions, the board's role in influencing strategy, and the role of risk management. The study seeks to contribute to the growing body of international literature on emerging CG and targets primarily academics, practitioners and policymakers. [10] No portion of the work referred to in the thesis has been submitted in support of an application for another degree or qualification of this or any other university or other institute of learning.

This study explores corporate governance (CG) structures and practices in Jamaica to fill theoretical, practical and public policy gaps. The study is organized into four parts and nine chapters. Part one is an introduction to the thesis and the contextual setting. Part two explores the theoretical and methodological framework via an in-depth review of the social science literature on CG and sets out the research strategy and methodology. Part three analyses and discusses the findings from the fieldwork, and part four examines gaps, proposes recommendations for reform, discusses conclusions, limitations of the study, and suggestions for future research. The study assumes a two-fold hypothesis of a CG problem and public policy problem. The CG problem is characterised by a dearth of empirical literature, a lack of CG awareness, and inadequate and poor CG practices among public bodies. The public policy problem is defined by a weak regulatory framework, systemic weaknesses in the financ...

VERY IMPORTANT
This book is a heartfelt tribute to my great friends, professors, and lifelong mentors: Robert C. Clark, Martha Minow, Richard A. Epstein, Guido Calabresi, Thomas Sargent, Lawrence Lau, Thomas C. Südhof, Harold E. Varmus, Edvard Moser, Ariel Furstenberg, Carlos Zambrano Encalada, Santos Vera Sandoval, Román Faustino Fernández Adriano, Federico Fernández Adriano, Robert Langer, Enrique Verástegui Peláez, Luis Alberto Pinchi Fasanando, Joachim Frank, Luis Amparo Grimaldo Zapata, Óscar Santamaría Barreto, and Víctor Raúl Yactayo Castillo; as well as Adolfo Pérez Esquivel, Sonia Winer, Roger Petersen, Janet Yellen, Ricardo Gelpi, Alberto Barbieri, Dennis Thompson, Sally Kornbluth, Ítala Andrea Preguntegui Garrafa, Magda Portal, Dalia Elizabeth Zurita Espinoza, Jhanela Brigite Aguirre Obando, Josefina Miró Quesada Gayoso, Daniel Chapán, Daniel Elía, Miguel Aguilar, Teresa Zamudio Ojeda, Richard Lovera Herrera, Martín Isla, César Chambergo Rojas, Jesús Rojas, Ángel Atuncar Gutiérrez, Leandro Vergara, Ana Arias, Víctor Raúl Haya de la Torre, José Carlos Mariátegui La Chira, Luis Alberto Félix Sánchez Sánchez, Bernardo Houssay, César Milstein, Luis Federico Leloir, Tomás Várnagy, and Francisco Miró Quesada Cantuarias.
It also pays homage to the brilliant and inspiring educators of youth and distinguished legal scholars Miguel Ángel Ciuro Caldani and Martha Minow.
Above all, it is dedicated to Jesus Christ and Almighty God, Hashem, to whom I will always give thanks for His blessings and protection in difficult times.
Shalom!
Respectfully,
Luis David Fernández Zambrano
חשוב מאוד
ספר זה הוא מחווה מכל הלב לחבריי הגדולים, לפרופסורים ולמורים שלי לחיים: רוברט סי. קלארק, מרת'ה מינאו, ריצ'רד א. אפשטיין, גוידו קלברזי, תומאס סרג'נט, לורנס לאו, תומאס סי. זודהוף, הרולד א. ורמוס, אדווארד מוסר, אריאל פורסטנברג, קרלוס סמבראנו אנקלדה, סנטוס ורה סנדובל, רומן פאוסטינו פרננדס אדריאנו, פדריקו פרננדס אדריאנו, רוברט לנגר, אנריקה ורסטגי פלאס, לואיס אלברטו פינצ'י פסאננדו, יואכים פרנק, לואיס אמפרו גרימלדו ספאטה, אוסקר סנטמריה בארטו, וויקטור ראול יקטאיו קסטיו; וכן לאדולפו פרס אסקיבל, סוניה וינר, רוג'ר פטרסן, ג'נט ילן, ריקרדו ג'לפיי, אלברטו ברבירי, דניס תומפסון, סאלי קורנבלות, איטלה אנדראה פרגונטגי גארפה, מגדה פורטל, דליה אליזבת סוריטה אספינוזה, חנלה בריגיטה אגירה אובנדו, חוספינה מירו קסאדה גיוסו, דניאל צ'פן, דניאל אליה, מיגל אגילאר, תרזה זמודיו אוחדה, ריצ'רד לוברה הררה, מרטין איסלה, ססאר צ'מברגו רוחאס, חסוס רוחאס, אנחל אטונקר גוטיירז, לאנדרו ורגרה, אנה אריאס, ויקטור ראול היה דה לה טורה, חוסה קרלוס מריאטגי לה צ'ירה, לואיס אלברטו פליקס סאנצ'ס סאנצ'ס, ברנרדו הוסיי, ססאר מילשטיין, לואיס פדריקו ללויר, תומאס וארנאגי, ופרנסיסקו מירו קסאדה קנטואריאס.
הספר גם משבח את המחנכים המבריקים והמעניקים השראה לדור הצעיר ואת המשפטנים הדגולים מיגל אנחל סיורות קלדאני ומרת'ה מינאו.
ומעל לכל, הוא מוקדש לישוע המשיח ולאלוהים הכול יכול, השם, אשר אליו אודה תמיד על ברכותיו ועל הגנתו בזמנים קשים.
שלום!
בכבוד רב,
לואיס דוד פרננדס סמבראנו

Several corporate scandals are related to lack of concerning stakeholders' interest. The voice of enhancing stakeholders' engagement in corporate governance framework is increasing. The paper is aimed to determine the pragmatic and applicable one-tier and two-tier board models for integrating stakeholders as board directors in multinational corporations. It begins with discussing why multinational corporations need to concern on stakeholders' interest and analysing different theoretical approaches for linking board composition with financial performance and corporate social performance. It will then review corporate governance frameworks integrating stakeholders' engagement in various jurisdictions and economic status (i.e. emerging markets and developed markets). Finally, pragmatic multi-stakeholder board models for one-tier and two-tier board structures will be proposed through defining board composition, CEO duality and mechanism to resolve disputes arise from board members. 2008 Lehman Brothers Accounting fraud 2010 Foxconn Suicide of workers due to poor working condition BP Oil spill 2014 General Motors Defective ignition switches caused deaths 2015 Volkswagens Circumventing emission test Nestle Using slave labours in Thailand 2016 Apple Tax avoidance

This study examines whether cross-ownership, CEO power, and green innovation (GI) influence the corporate reputation (CR) using a sample of Chinese listed firms for the period 2009 to 2021. In contrast to earlier studies, we apply a moderated mediation framework to explore the intricate relationships among the research variables. To ensure the rigor, consistency, and accuracy of the statistical findings, fixed effects with cluster robust standard errors, 2SLS, and GMM estimation methods were applied, using both static and dynamic specifications. Further, we consider alternative measurements of variables, structural breaks and apply the Hayes (2018) bootstrapping approach for moderated mediation analysis. The comprehensive analysis provides several unique findings. First, we find that cross-ownership positively influences both CR and GI. Second, we document unique evidence that a firm's GI significantly mediates the association between crossownership and CR. Third, the moderated mediation analysis suggests that CEO power (i.e. ownership, structural, and expert dimensions) moderates the mediating effect of GI on the relationship between cross-ownership and CR. Fourth, we find that CEO power has a significant positive moderating effect on the association between cross-ownership and CR such that the positive relationship is stronger when the CEO has more power in the firm.

This study examines whether cross-ownership, CEO power, and green innovation (GI) influence the corporate reputation (CR) using a sample of Chinese listed firms for the period 2009 to 2021. In contrast to earlier studies, we apply a moderated mediation framework to explore the intricate relationships among the research variables. To ensure the rigor, consistency, and accuracy of the statistical findings, fixed effects with cluster robust standard errors, 2SLS, and GMM estimation methods were applied, using both static and dynamic specifications. Further, we consider alternative measurements of variables, structural breaks and apply the Hayes (2018) bootstrapping approach for moderated mediation analysis. The comprehensive analysis provides several unique findings. First, we find that cross-ownership positively influences both CR and GI. Second, we document unique evidence that a firm's GI significantly mediates the association between crossownership and CR. Third, the moderated mediation analysis suggests that CEO power (i.e. ownership, structural, and expert dimensions) moderates the mediating effect of GI on the relationship between cross-ownership and CR. Fourth, we find that CEO power has a significant positive moderating effect on the association between cross-ownership and CR such that the positive relationship is stronger when the CEO has more power in the firm.

The purpose of this paper is to analyse the relationship between the corporate governance system and technical efficiency in Italian manufacturing. We use a non‐parametric frontier technique (DEA) to derive technical efficiency measures for a sample of Italian firms taken from nine manufacturing industries. These measures are then related to the characteristics of the corporate governance system. Two of these characteristics turn out to have a positive impact on technical efficiency: the percentage of the company shares owned by the largest shareholder and the fact that a firm belongs to a pyramidal group. Interestingly, a trade‐off emerges between these influences, in the sense that one is stronger in industries where the other is weaker. Copyright © 2007 John Wiley & Sons, Ltd.

“De observatie dat hoogopgeleide en gerespecteerde academici, zoals professoren, soms defensief reageren wanneer zij geconfronteerd worden met mogelijke fouten in hun aannames of interpretaties, roept fundamentele vragen op. Een specifiek mechanisme dat hierbij soms wordt ingezet, is het verschuilen achter bronvermeldingen, alsof de correcte citatie van een bron de auteur ontslaat van de verantwoordelijkheid voor de interpretatie of toepassing van die bron. Echter, de bredere vraag betreft de houding ten opzichte van het erkennen van dergelijke fouten, vooral wanneer de initiële reactie op een kritische vraag elementen van afwering vertoont, zoals het minimaliseren van de fout ("Geen principiële zaak") of het suggereren van overmatige argwaan bij de vraagsteller”.

The search for sustainable corporate governance frameworks in the face of current social and environmental challenges has renewed the debate over the appropriate characteristics of stakeholder governance. In this paper we explore the potential contribution of an original governance body to a stakeholder governance model: the mission committee created by the French société à mission corporate form in 2019. We study the case of the recent governance crisis at Danone, the first listed société à mission, whose CEO Emmanuel Faber was dismissed shortly after the change of legal status. Based on a series of interviews with members of the mission committee and management, including Pascal Lamy and Emmanuel Faber, we show that in the Danone case, the combination of the mission and the mission committee displayed interesting characteristics. First, the mission committee ensured the persistence of the commitment of the firm towards its mission despite the governance crisis. Second, it initiated a system of "check and balance" on the decisions of the board of directors for all matters affecting the mission. Third, it suggested a renewed accountability framework to assess the firm's response to its mission. Overall, we argue that such a mission committee might be the embryo of a new kind of "multipolar" corporate governance framework, in which monitoring powers are shared amongst a wider variety of constituencies than those elected by shareholders, thus effectively changing the balance of corporate governance. It however raises new research questions to ensure the robustness of such committee faced with greenwashing and issues of conflicts of interests.

Differences in employee overall job satisfaction between public and private sector organizations have long been a topic of organizational academic debate. This study looks at the differences and the relationships between organizational characteristics and employee overall satisfaction between the State-Owned Enterprises (SOEs) and the Non-State-Owned Enterprises (Non-SOEs) in Vietnam. The purpose of this study is threefold: 1) to examine the differences in organizational characteristics in 7 components including purposes, structure, leadership, relationships, rewards, helpful mechanisms, and attitude toward change; 2) to examine the differences in employee overall satisfaction; and 3) to explore the relationship between organizational characteristics and employee overall satisfaction between the two sectors. The sample includes 20 SOEs and 20 Non-SOEs with a total of 860 employees. The findings empirically reinforce existing organization behavior literature: employee satisfaction is to some extent shaped by the settings of their organizations. Limitations and future research opportunities are also identified.

Research related to the relationship between boards of directors and corporate financial performance has received increasing prominence within the field of corporate governance yet findings are frequently ambiguous and often contradictory. We believe the reflection of uncertainty emanating from the literature is a result of the limited number of performance measurement points (MPs) used in the investigations. In this paper we provide a brief historical overview of corporate boards, shareholder concerns, and related academic research. We identify seven board characteristics that consistently appear in the literature and propose a set of performance measurement points that may clarify the relationship between these and corporate financial performance.

This study focused on proprietors and business development managers of the 367 tour companies in Kenya members of Kenya Association of Tour Operators (KATO). The sample size was 256 proprietors and business development managers who were selected randomly from the population. To collect primary data a semi-structured questionnaire with both close-ended and open-ended questions was used. A pre-test was conducted to increase the reliability and validity of the data collection tool. The data collected was then analyzed using descriptive statistics. The researcher further employed a multivariate regression model to study the relationship between entrepreneurial management and growth of small and medium tour companies in Kenya. The study established that entrepreneurial management influences growth of business in the tour companies to a great extent. The study has also illustrated that resource gap identification, opportunity commitment, and social capital development and growth orientati...

─ Abstract─ The studies on ownership structure provides us with several testable hypothesis as well as empirical evidence from different countries. The study describes the main characteristics of ownership identities of the Turkish manufacturing companies listed on the Istanbul Stock Exchange (ISE) and examines the impact of ownership identity on performance. The identity of the owners has implications for their objectives and the way exercise their power, and this is reflected in company strategy.

In a number of States, new legal " benefit " or " purpose " corporate forms are introduced to promote stakeholder-oriented companies. If it is too early to know empirically if this legal framework will work, we can build upon what we know on corporate governance to predict whether it is likely to work or not. In this paper, we present a mapping of the theories on corporate governance and derive some tentative predictions for purpose-driven corporations. We find that theories make diverging predictions, and in a paradoxical way: agency theory is seen as a shareholder-oriented theory, but it supports the new legal forms while stakeholder theory does not. This reordering of the field reveals that theories may overlook the possibility of a legal change. Our work thus contributes to suggest an empirical test of the theories with the purpose-driven companies, but it also opens further avenues to reappraise the theories of corporate governance.

The party politics of the reformation in Finnish regional administration in the 1990's The large administrative reform in Finland began in the late of 1980's. The next decade was a special period in the whole history of Finnish administration because of big changes. The needs for this large reformation were a result from changes in domestic and foreign conditions of operation during the 1980's and the 1990's. These needs were directed also to the Finnish regional administration system. This article deals with party political aspects of the reformation in Finnish regional administration in the 1990's. It has been said that before the 1990's the reform politics was too much related to desires of political parties. In the last decade needs to reorganize

We examine how board leadership influences the frequency of supervisory board meetings, and how meeting frequency, in turn, affects firm performance. Utilizing a 10-year longitudinal dataset of German and Indonesian listed firms, we find that CEOs in both countries are more likely to foster lower board meeting frequency. However, in Germany, chairmen and female independent directors are more likely to promote higher board meeting frequency, while in Indonesia, affiliated directors and female independent directors have no significant influence. More frequent board meetings lead to better firm performance in Indonesia but not in Germany.

In an attempt to explain the relationships between principles of good governance, marketing practices and financial performances of companies in Turkey, the authors examined the interrelationships between board composition characteristics, corporate social responsibility practices and financial performance in this study. The population of this study is Turkish firms that are listed in the Istanbul Stock Exchange (ISE) in 2007 and have a published corporate governance compliance report. Using content and logistic regression analyses, the authors found that smaller board size leads to better financial performance, whereas inside directors and CEO duality lead to worse financial performance. On the other hand, independent directors lead to better corporate social responsibility. By providing evidence from an emerging country, Turkey, this study provided some meaningful insights into the board of directors' composition, corporate social responsibility practices and the effects of both on the various financial output of a company. Emphasizing the importance of corporate social responsibility practices and board composition characteristics, the current study offered in-depth information to companies that aim to gain a competitive financial advantage in Turkey.

Prior studies have provided some inconclusive findings regarding the effect of independent directors (INEDs) on firm performance. Drawing insights from the theories of resource dependence (RD), human capital (HC), and social capital (SC), this research argues that the mere presence of INEDs (motivation) is insufficient but rather the appointed INEDs need to have sufficient HC and SC (ability) in the forms of knowledge, expertise, and connection to effectively perform their roles. This study extends prior research by investigating the effects of INEDs’ financial knowledge (as indicator of INEDs’ HC) and INEDs’ external directorship (as indicator of INEDs’ external SC) on firm performance. A total of 300 non-financial firms listed on Bursa Malaysia in the year 2013 were selected using stratified random sampling method. Results indicated that INEDs’ financial knowledge does not have any relationship with firm performance. In contrast, an inverted U-shaped relationship between INEDs’ ex...

This course focuses on the design and implementation of innovative corporate and businesses unit strategies that create sustainable competitive advantage in increasingly uncertain and complex environments. Participants will learn how shareholders (owners) and stakeholders (others with interest) can ensure that managers develop and implement strategic decisions in the best interests of the shareholders (owners) and not be primarily self-serving (working for the best interests of managers only, to the detriment of stakeholders).

p u b l i e k e b e l a n g e n i n d e g e z o n d h e i d s z o r g De commissie-Dekker (1987) 2 introduceerde in haar rapport Bereidheid tot verandering het begrip gereguleerde marktwerking. Met haar voorstel om de gezondheidszorg als een verzameling deelmarkten te laten functioneren nam de commissie afstand van het gedachtegoed van de Structuurnota Gezondheidszorg (1974), 3 waarin overheidsregulering, planning en budgettering een centrale plaats innamen. De overheid zou volgens de commissie aan de diverse markten in de gezondheidszorg wel regels moeten stellen vanwege de aanwezigheid van publieke belangen en marktimperfecties. Ruim twintig jaar later is het zorgstelsel onder de vlag van gereguleerde marktwerking drastisch veranderd. De invoering van concurrentie in de basisverzekering is misschien het meest opvallend, maar ook aan de kant van het zorgaanbod is veel gewijzigd. De planning van voorzieningen is losgelaten, er wordt minder met vaste budgetten en meer met prestatiebekostiging gewerkt en het bouwregime-ooit een peiler van de aanbodregulering-is afgeschaft. Het gevolg is dat zorginstellingen zich meer als onderneming en minder als semi-overheidsinstelling zijn gaan gedragen. De Minister en de Staatssecretaris van Volksgezondheid, Welzijn en Sport zijn overigens verantwoordelijk gebleven voor de publieke belangen in de zorg: de toegankelijkheid, betaalbaarheid en kwaliteit van de dienstverlening.

The purpose of the present paper is that of researching the relationship between corporate governance and financial performance, on a sample of 51 companies, mainly from the technology area, listed at NASDAQ and component of the Dow Jones index, during the period 2000-2013. The financial performance has been proxied through return on assets (ROA), return on equity (ROE), return on the invested capital (ROIC), and Tobin"s Q ratio (Q). As variables for the corporate governance there have been considered: the characteristics of the board of directors (independence, size, Advisory Committees, and gender diversity); the shareholder structure (the shares of institutional investors and those of CEO); the characteristics of CEO (tenure, age, and duality); the remuneration of CEO (base salary, bonuses, packages with stocks). The estimation techniques used in the empirical analysis have been multivariate regression models based on the method of generalized least squares (GLS), the correction of standard errors for heteroskedasticity using the method of White, and the fixed-effects (FE). The results obtained have highlighted a mixed influence of the corporate governance variables on financial performance (board size, share of women on the boards, the independence of the board), the relationships being influenced also by the perception of the stakeholders. We concluded a positive relationship between ROE and the remuneration of CEO in bonuses, as well as a negative relationship between Tobin"s Q ratio and the remuneration of CEO through stocks at the company they manage. The paper highlights, as novelty, elements from behavioral finance in the economic interpretation of the results, following their explanation also from the human nature perspective.

The paper examines the relationship between numbers of topic-specific board meetings and quality of corporate governance. The quality of corporate governance is estimated by CEO turnover-performance and compensation-performance sensitivities. Information about topicspecific meetings is collected from the reports of independent directors in Chinese listed firms over the period of 2005 to 2015. We document that more frequent discussions of growth strategies for the use of IPO proceeds, investment and acquisitions increase the CEO compensation-performance sensitivity. However, more discussions about the nomination of directors and top management are likely to reduce the sensitivities of CEO turnover and compensation to performance. Our findings shed light on what makes boards more efficient, and how board monitoring on assorted decisions modifies the relationship between CEO interests and firm performance.

This paper investigates the association between executive compensation and performance. It uniquely utilises a comprehensive set of corporate governance mechanisms within a three‐stage least squares (3SLS) simultaneous equation framework. Results based on estimating a conventional single equation model indicate that the executive pay and performance sensitivity is relatively weak, whereas those based on estimating a 3SLS model generally suggest improved executive pay and performance sensitivity. Our findings highlight the need for future research to control for possible simultaneous interdependencies when estimating the executive pay and performance link. The findings are generally robust across a raft of econometric models that control for different types of endogeneities, executive pay and performance proxies. Copyright © 2013 John Wiley & Sons, Ltd.

According to the European Maritime Safety Agency (EMSA), 70% of accidents on board were caused by human error, and almost one-fifth of these accidents have been related to inadequate supervision. Therefore, the aim of this study is to investigate which of the safety factors can influence the quality of safety supervision. For this purpose, a questionnaire with 24 statements was distributed to professional seafarers. Two exploratory factor analyses were conducted to identify the underlying factor structure. The first analysis yielded one factor, quality of safety supervision, and the second analysis yielded four factors, namely: safety communication, safety training, safety compliance, and safety rules and procedures. Hierarchical multiple regression analysis was applied to examine the influence of seafarers’ demographic characteristics and the four identified factors on the quality of safety supervision. The results revealed the following two statistically significant predictors of ...

Organisaties kunnen veel schade ondervinden van negatieve eigenschappen van werknemers, vooral als deze werknemers zich in belangrijke posities bevinden. In dit artikel worden drie zogenoemde 'nachtmerrietrekken' beschreven waar organisaties veel hinder van kunnen ondervinden, te weten: lage Integriteit, lage Consciëntieusheid en lage Verdraagzaamheid. Allereerst zullen de effecten van deze nachtmerrietrekken, de zogeheten 'Three Nightmare Traits' (TNT), afzonderlijk en in combinatie met de overige drie HEXACO-persoonlijkheidsdimensies besproken worden. Daarna zal met behulp van het 'Situatie-Trek-Opbrengst Activatie' (STOA) model uitgelegd worden hoe mensen situaties die bij hun persoonlijkheid passen selecteren (situatieactivatie), hoe sommige persoonlijkheidstrekken wel en andere trekken niet geactiveerd worden in situaties (trekactivatie) en wat voor opbrengsten er wel en niet geassocieerd worden met de activatie van de drie nachtmerrietrekken in deze sit...

Bij iedere onderwijsorganisatie doen zich incidenten voor. Deze incidenten lopen soms ernstig uit de hand. Er zijn echter ook incidenten die tijdig en effectief worden aangepakt en niet uitgroeien tot echte ongelukken of zelfs misstanden. Aan de hand van zes concrete incidenten binnen het onderwijsdomein is onderzocht hoe dankzij adequaat optreden ongelukken zijn voorkomen en welke mechanismen daarbij een rol spelen. * Wijlen drs. Peter Siep was als onderzoeker verbonden aan Risbo. Dr. Dennis de Kool is als onderzoeker werkzaam bij Risbo. Prof.dr. Victor Bekkers is hoogleraar en decaan van de Erasmus School of Social and Behavioural Sciences (ESSB) van de Erasmus Universiteit Rotterdam. Prof.dr. Bram Steijn is als hoogleraar verbonden aan de Erasmus School of Social and Behavioural Sciences (ESSB) van de Erasmus Universiteit Rotterdam. Dr. Alex Straathof is lector Management van Cultuurverandering aan de Hogeschool van Amsterdam. Wij bedanken de directie Kennis van het ministerie van OCW, die het onderzoek heeft gefinancierd.

This article examines organizational integrity and moral climates in business. It argues that an organization with integrity has several characteristics that distinguish it from individual integrity and that some central characteristics of individual integrity are less important for organizational integrity. It identifies the norms and values that contribute to a moral climate and considers the role of incentives as they support or inhibit organizational integrity. It also evaluates whether for-profit organizations can still have organizational integrity and remain profitable.

Suomen pankkihistoria on tunnetusti värikästä. Pankkeja on syntynyt, kaatunut ja yhdistynyt toisiinsa. Eräs varhainen draama, joka oli omassa lajissaan ensimmäinen, koettiin jo 1910-luvulla. Silloin tapahtui Helsingin Osakepankin nurkanvaltaus. Vastikään julkisuuteen tulleet ruotsalaiset arkistolähteet valottavat sitä uudesta näkökulmasta. Wallenbergien HOP-operaatioiden avaintekijöitä olivat Skandinaviska Enskilda Bankin (SEB) toimitusjohtaja Marcus Wallenberg vanhempi ja varatoimitusjohtaja Joseph Nachmanson.

The objective of this paper is to investigate the association between corporate governance and capital structure. Theoretical framework: Since 1970, when the concept of corporate governance is introduced, the debate on whether it might affect capital structure have been ongoing. It is largely believed that in the real world, when effective cooperate governance adopted, strong capital structure can be achieved. Nonetheless, the experimental evidence reveals a variety of findings on such association. Design/Methodology/Approach: Panel data was collected form annual reports of 42 non-financial listed firms on Frankfort and Oslo stock exchange over the period 2017-2021. Ordinary Least Square (OLS) regression model is utilized to estimate the connection between dependent and independent variables. Findings: The finding shows that BS and AUCS are positively related with the capital structure and the result is significant. With respect to corporate governance, BM and BR with DTA have a negative and significant relationship. CEOC has positive but insignificant connection with DTA. Similarly, insignificant relationship between CEOT and DTA was observed. FS as a control variable has positive association with DTA, whereas the CR related DTA inversely. Despite the fact that, European firms mainly followed with a good corporate governance style if compared with developing countries, the results are still recommended further improvement for the firms in both countries in order to improve the financial position Research, practical & social implications: Future studies should focus on other corporate governance indicators that might affect capital structure significantly. It is also recommended for them to focus on financial firms and make a comparison between financial and non-financial firms. Originality/Value: By providing significant data for the impact of corporate governance on capital structure, this research contributes with existing literature on governance mechanism and management of capital structure. The findings will guide policymakers in various countries in determining the effectiveness of availability corporate governance reforms to enhance the structure of capital.

In the light of corporate financial scandals, there is an ever increasing attention on corporate governance issues. As the investors look for emerging economies to diversify their investment portfolios to maximize returns, they are equally concerned about governance factors to minimize risks in these economies. The Government of Nigeria and other stakeholders have therefore directed their effort in enhancing Corporate Governance in various organizations. This became the motivation of this study, which is focused on examining the relationship between Corporate Governance and Financial Performance of multipurpose Cooperative Societies in Lagos State Nigeria. A cross sectional research design was used for the research study, with the aid of secondary data. The purposive sampling techniques were adopted for the study. Two (2) multipurpose Cooperative Societies were selected based on the availability of their financial statements. The data obtained were analyzed using the STATA software. From the analyses, it was established that, Corporate Governance has no significant effect on the financial performance of these multipurpose Cooperative Societies. However, it impacted positively on diligence of procedures, records kept and conduct of daily business. The researcher however opined that the radical improvement noticed in the level of governance and financial ethics introduced by the various regulatory authorities should be maintained at all levels of stewardship in organizations.

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Dynamic changes in operations and technology has influenced tremendous developments and changes within the maritime and shipping industry. As a global industry a number of measures have been put in place to realise consistency and uniformity in training of seafarers for shipboard operations. However, challenges have arisen in mobility and transitions of seafarers across the industry notably the challenges faced by seafarers post seagoing careers. The dissertation presents a critical analysis of the phenomenon through a descriptive and analytical methodology to ascertain the gaps in seafarers training which need to be addressed to enhance suitability of seafarers for onshore jobs. This is approached through a specific case of the Kenyan seafarer. In addressing the phenomenon, the dissertation shall present a proposed framework for programme specifications and reference standards for both Technical and academic training to ensure harmonious transition from technical training to academic training for the seafarers.

Recent literature on Corporate Annual Reports (CAR) underlines that, in order to meet the changing needs of CAR users, more narrative (forward looking) information should be provided, with a focus on those factors that are liable for longer term value of banks financial performance. This papes investigates the Management Commentary portion (MC) and specifically the effect of Corporate Governance Information (CGI) on banks’ reporting performance mechanisms such as board structure, audit function, bank size and common equity. Return on Assets (ROA) ratio is used as a proxy to measure financial performance. The data sample comprises of 86 worldwide banks during the period of deep economic crisis (2008-2011). Novelty of the study is the search for the effect of core characteristics of corporate governance on banks’ performance during the financial crisis period. The research uses a Panel Estimated Generalized Least Squares (EGLS) regression model in order to examine the aforementioned e...

The presence of board members with good governance attributes is value-relevant since it influences investors’ investment decisions. The value relevance is expected to improve with the newly introduced extended audit report to disclose key audit matters (KAMs). KAM disclosure provides information about issues faced by external auditors in the auditing of a company’s financial statement. Since the disclosure of KAM involves discussion and negotiation between the board and external auditor, it gives an indication that board value relevance can be affected by KAM disclosure. Using 931 firm-year observations from firms listed on the Bursa Malaysia between 2016 and 2019, this study re-examined the value relevance of the board and whether such value relevance improves with the disclosure of KAMs. The findings indicated that some board attributes influenced investors’ reactions negatively. The disclosure of KAM served as both an indirect mediator and a complementary mediator to increase th...

, was not a good day for financial markets, yet it was an interesting one for corporate governance. A few days earlier, the U.S. Treasury had taken over Fannie Mae and Freddie Mac, after American Insurance Group (AIG) had already requested financial support from the U.S. government to keep it solvent. 1 In the early afternoon of September 14, Lehman Brothers, until then a highly profitable investment bank and one of Wall Street's most venerable brands, filed for bankruptcy. Lehman's collapse-which many consider to be a major trigger of the Great Recession-came after earlier on in the day, a Treasury official had indicated that the government would not support Lehman financially. 2 During the 2009 World Economic Forum in Davos, an intriguing question was raised: Would we be in this mess today if it had been Lehman Sisters-that is, if women had been at the helm? 3 Meanwhile, on the same day, Bank of America announced its impending purchase of Merrill Lynch, another financial powerhouse that was now essentially bankrupt as well. New information, however, indicated that Merrill Lynch could have even bigger losses, leading to the bank contemplating calling off the deal. Ken Lewis, Bank of America's CEO, had become so concerned that he went to DC in December to meet with Ben Bernanke, the Chairman of the Federal Reserve, and James Paulson, then-Treasury Secretary, for guidance. Both of them, Lewis said, were "firmly of the view that terminating or delaying the closing. .. could result in serious systemic harm." 4 Bank of America ended up buying Merrill Lynch but without full disclosure to its shareholders about its condition. Larry Ribstein, among others, wondered whether that omission-which may also be a breach of basic fiduciary duties-could be justified due to a "national interest" that may supersede shareholders' best interests and right to full disclosure. 5

In the context of growing corporate financial scandals and misconduct, the purpose of this study is to examine the relationship between various internal corporate governance measures and corporate valuation (Tobin Q) in Nepal. The study is descriptive and analytical in nature. Causal comparative research design especially multivariate regression models have been used. The method of estimation is Ordinary Least Square (OLS). Board size and independence, CEO duality and existence of audit committee as corporate governance variables and Tobin Q as performance variable for the valuation measure of 54 listed Nepalese firms over the period 2018/19 and 2019/20 have been used in the analysis. Result supports governance performance hypothesis. It shows a significant positive relationship between board size and firm value (Tobin Q). The study establishes the positive impact of CEO duality on firm valuation and concludes that independent directors are unable to play role in value creation. Finally, the role of audit committee is not significant in creating value. These results provide insights on the current regulatory provisions. The findings raise the questions over the role of our expert directors and audit committee. The need of larger board size has been established. Therefore, current regulations with respect to board size and independence; and CEO duality and audit committee need to be reassessed. Though few studies have examined role of corporate governance measures in corporate performance and valuation in Nepalese context, this study is new in its type in investigating the governance performance relationship taking recent dataset of Tobin Q as valuation measure. However, the study is based on limited internal corporate governance variables from a small sample size for only two year's data set. Hence, generalization should be made cautiously.

Governance scholars debate the value of directors as an effective governance mechanism. We suggest that this value varies with director tenure. We study both how shareholder assessments of the value of individual directors vary with director tenure and whether director tenure actually makes a practical difference to governance effectiveness. Using data from abnormal stock price reactions to the sudden deaths of 274 outside directors, and integrating executive cognition and social capital perspectives applied to the dual roles of director monitoring and advising, our results confirm a curvilinear relationship between the assessed value of directors and tenure. We find that directors are more highly valued by investors over a tenure period between 7 and 18 years, moderated by director involvement on key committees. Further, in examining the S&P 1,500, we find that a one standard deviation increase in the percentage of outside directors in this prime tenure period strengthens the CEO p...

This paper provides a discussion of endogeneity as it relates to finance and accounting research. We discuss the textbook solutions: two-stage least squares, instrumental variables, differenced generalized method of moments (GMM) and system GMM and provide a unifying framework showing how they are related. We consider the limitations of these techniques and then detail a state-of-the-art solution, utilizing a natural experiment as a way of mitigating endogeneity and building stronger theory.

We describe how the mix of an actor's moral sentiment, and other rational factors and non-rational behavioral biases impact the decision making process as to whether to invest in corporate social responsibility (CSR) or not. We take into account three aspects of CSR investment that the decision maker weighs up rationally: (i) moral sentiment; (ii) exposure to risk and risk management; (iii) changes that would be required in corporate structure or production processes; and (iv) long term versus short term considerations. These aspects are moderated by four non-rational behavioral biases that different actors may hold to differing extents, namely: attitude to risk, statusquo bias, subjective discounting, and myopic loss aversion. This study is descriptive and theoretical in nature and draws together knowledge from various fields, such as ethics, strategy, behavioral investing, and investing in CSR.

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