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Journal articles on the topic 'Non-executive directors'

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Published: 4 June 2021

Last updated: 5 February 2022

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1

Walther, Axel, Hannah Möltner, and Michèle Morner. "Non-executive director’s motivation to continue serving on boards: a self-determination theory perspective." Corporate Governance: The International Journal of Business in Society 17, no. 1 (February 6, 2017): 64–76. http://dx.doi.org/10.1108/cg-05-2016-0120.

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Purpose This paper aims to identify distinct motivation profiles among non-executive directors and explores the reasons why non-executive directors continue to serve on boards of directors. Design/methodology/approach The analysis is based on a multiple case study in the context of German supervisory boards. The authors develop their primary insights from semi-structured interviews with 53 non-executive directors. Findings The findings indicate that non-executive director motivation revolves around material incentives, reputation, meaningfulness, congruence with firm goals and enjoyment. Three distinct motivation profiles emerge from the analysis, with each profile exhibiting a set of unique reasons to continue serving on boards. Research limitations/implications Future research needs to test for the statistical representativeness of the findings and their performance implications, preferably in a shareholder-oriented governance context. Originality/value The study introduces a psychological angle to the debate about non-executive director motivation. The contributions include going beyond a bi-polar distinction between intrinsic and extrinsic motivation and draw attention to how motivation profiles relate to non-executive director’s intention to continue serving on boards.

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2

Lee, Kha Loon, and Angela Pica. "Independent Non-Executive Directors in Asia." CFA Institute Magazine 21, no. 2 (March 2010): 15–17. http://dx.doi.org/10.2469/cfm.v21.n2.9.

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3

Oh, Sung-Keun. "Non-executive directors’ Duty to Monitor." BUSINESS LAW REVIEW 31, no. 2 (June 30, 2017): 119–53. http://dx.doi.org/10.24886/blr.2017.06.31.2.119.

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4

Wheeler, Sally. "Non-executive directors and corporate governance." Northern Ireland Legal Quarterly 60, no. 1 (March 12, 2020): 51–62. http://dx.doi.org/10.53386/nilq.v60i1.474.

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5

Abdoli, Mohammad Reza, and Mahmoud Abolghasemi. "Relation of non-executive directors and ownership concentration with discretionary accrual accounting." International Academic Journal of Economics 06, no. 01 (June 25, 2019): 141–52. http://dx.doi.org/10.9756/iaje/v6i1/1910010.

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6

Acero, Isabel, and Nuria Alcalde. "DIRECTORS’ COMPENSATION. WHAT REALLY MATTERS?" Journal of Business Economics and Management 21, no. 1 (January 28, 2020): 180–99. http://dx.doi.org/10.3846/jbem.2020.11788.

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In the current scenario of increasing social inequality, the debate over the compensation received by directors and executives of large listed companies, and its justification, has intensified. Drawing on Agency Theory and Human Capital Theory, a multilevel analytical technique is used in this paper to examine the influence of firm-level variables and director-level variables on the individual compensation of the members of the board. The results obtained for the continental European context (Spain in particular) partially support the Human Capital Theory. Nevertheless, there is no evidence supportive of Agency Theory, as corporate governance mechanisms do not contribute to moderate the compensation of directors and there is no relationship between corporate performance and the compensation of directors. The analyses by subsamples (categories of directors) reveal that non-executive director’s compensation seems to be set for a group of individuals as a whole, depending mainly on firm-level characteristics, whereas executive director compensation is more based on the unique characteristics that a particular executive brings to the board.

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7

Brennan, Niamh M., Collette E. Kirwan, and John Redmond. "Accountability processes in boardrooms." Accounting, Auditing & Accountability Journal 29, no. 1 (January 18, 2016): 135–64. http://dx.doi.org/10.1108/aaaj-10-2013-1505.

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Purpose – The purpose of this paper is to understand the influence of information and knowledge exchange and sharing between managers and non-executive directors is important in assessing the dynamic processes of accountability in boardrooms. By analysing information/knowledge at multiple levels, invoking the literature on implicit/tacit and explicit information/knowledge, the authors show that information asymmetry is a necessary condition for effective boards. The authors introduce a conceptual model of manager-non-executive director information asymmetry as an outcome of the interpretation of information/knowledge-sharing processes amongst board members. The model provides a more nuanced agenda of the management-board information asymmetry problem to enable a better understanding of the role of different types of information in practice. Design/methodology/approach – The analysis of information/knowledge exchange, sharing and creation and the resultant conceptual model are based on the following elements: manager-non-executive director information/knowledge, management-board information/knowledge and board dynamics and reciprocal processes converting implicit/tacit into explicit information/knowledge. Findings – The paper provides new insights into the dynamics of information/knowledge exchange, sharing and creation between managers and non-executive directors (individual level)/between management and boards (group level). The authors characterise this as a two-way process, back-and-forth between managers/executive directors and non-executive directors. The importance of relative/experienced “ignorance” of non-executive directors is revealed, which the authors term the “information asymmetry paradox”. Research limitations/implications – The authors set out key opportunities for developing a research agenda from the model based on prior research of knowledge conversion processes and how these may be applied in a boardroom setting. Practical implications – The model may assist directors in better understanding their roles and the division of labour between managers and non-executive directors from an information/knowledge perspective. Originality/value – The authors apply Ikujiro Nonaka’s knowledge conversion framework to consider the transitioning from individual implicit personal to explicit shared information/knowledge, to understand the subtle processes at play in boardrooms influencing information/knowledge exchange, sharing and creation between managers and non-executive directors.

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8

Van Schalkwyk, Linda, and Rudie Nel. "Non-executive directors: Employees or independent contractors for both income tax and employees’ tax purposes?" Journal of Economic and Financial Sciences 6, no. 2 (July 31, 2013): 401–20. http://dx.doi.org/10.4102/jef.v6i2.267.

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The concept ‘independent contractor’ is one of the more contentious concepts contained in the Fourth Schedule to the Income Tax Act 58 of 1962, as amended. The classification of a person rendering services as either an ‘employee’ or an ‘independent contractor’ is relevant for both income tax and employees’ tax purposes. The objective of this article is to determine whether non-executive directors (both resident and non-resident) are employees or independent contractors for both purposes, respectively. A comprehensive literature review was done in which the meaning of the concepts ‘non-executive director’ and ‘independent contractor’ was discussed in order to gather information needed for the classification. The statutory and common law tests were then applied to determine the classification of non-executive directors as independent contractors. The conclusion reached is that resident non-executive directors could qualify as ‘independent contractors’ for employees’ tax and income tax purposes. Non-resident non-executive directors of companies are ‘employees’ for employees’ tax purposes and ‘independent contractors’ for income tax purposes.

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9

Kakabadse, Andrew, Keith Ward, Nada Korac‐Kakabadse, and Cliff Bowman. "Role and Contribution of Non‐Executive Directors." Corporate Governance: The international journal of business in society 1, no. 1 (March 2001): 4–8. http://dx.doi.org/10.1108/eum0000000005455.

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10

Clifford, Peter, and Robert Evans. "Non-Executive Directors: A Question of Independence." Corporate Governance 5, no. 4 (October 1997): 224–31. http://dx.doi.org/10.1111/1467-8683.00064.

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11

Cray, Sally. "Inducting Non‐executive Directors of Trust Boards." Health Manpower Management 20, no. 5 (December 1994): 31–33. http://dx.doi.org/10.1108/09552069410070660.

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12

Keasey, Kevin, and Robert Hudson. "Non‐executive directors and the Higgs consultation paper, ‘Review of the role and effectiveness of non‐executive directors’." Journal of Financial Regulation and Compliance 10, no. 4 (December 2002): 361–71. http://dx.doi.org/10.1108/13581980210810346.

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13

Phillips, Peter, and Julie Cotter. "The technostructure gap the educational qualifications of executive and non-executive directors." Corporate Ownership and Control 7, no. 4 (2010): 102–13. http://dx.doi.org/10.22495/cocv7i4p7.

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The purpose of this paper is to investigate the educational qualifications and experience of executive and non-executive members of directorial boards in Australia. Inspired by Galbraith’s (1967) analysis of the ‘technostructure’, we examine the educational qualifications of managerial (executive) directors and non-executive directors to assess the extent of divergences in the relevance (to the company’s operations) of executives’ and non-executives’ educational qualifications. In addition, we measure the ‘relatedness’ of executives’ and non-executives’ educational qualifications to determine the extent to which the set of educational qualifications of executive directors diverges from that of non-executive directors. We find significant differences in the relevance of the educational qualifications possessed by executives and non-executives. We also find very low relatedness between the two sets of educational qualifications. The advantages of board diversity on the one hand and the disadvantages that may attend potentially sub-optimal technical information flow on the other are discussed.

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14

Jehu, Philip, and Mohammad Azhar Ibrahim. "Board of Directors’ Interest in Share Ownership and Earnings Management." Indian-Pacific Journal of Accounting and Finance 3, no. 1 (January 1, 2019): 33–40. http://dx.doi.org/10.52962/ipjaf.2019.3.1.63.

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In this study, we examine the effect of directors’ ownership on earnings management practices. Explicitly, we draw from the agency theory to distinguish between ownership by non-executive directors and ownership by executive directors to investigate reasons for directors and managerial opportunistic behaviour. Utilising data from a sample of 864-firm-year observations ranging from 2009 to 2017 period, we test our hypothesis through OLS regression. We find that non-executive directors’ interests in shareholding are significantly associated with higher levels of earnings management. We observed a decrease in abnormal accruals on the overall basis of the combined ownership of both executive and non-executive directors. Overall, ownership by all directors combined significantly reduces managerial opportunism. By contrast, there is no evidence that executive directors’ ownership mitigates managerial opportunism. This paper contributes to corporate governance literature, particularly when the independence of board members is essential. This study disaggregates board ownership into executive holdings and non-executive holdings, dimensions which were hitherto rendered as managerial ownership or board ownership. These findings imply firms’ corporate governance policy and regulations.

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15

Rasoava, Rijamampianina. "Executive compensation and firm performance: a non-linear relationship." Problems and Perspectives in Management 17, no. 2 (April 16, 2019): 1–17. http://dx.doi.org/10.21511/ppm.17(2).2019.01.

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In order to ensure profitability for shareholders, optimal contracting recommends the alignment between executive compensation and company performance. Large organizations have therefore adopted executives remuneration systems in order to induce positive market reaction and motivate executives. Complex compensation schemes are designed by Boards of Directors using strong pay-performance incentives that explain high levels of executive pay along with company size, demand for management skills and executive influence. However, the literature remains inconclusive on the pay-performance relationship owing to the various empirical methods used by researchers. Additionally, there has been little effort in the literature to compare methodologies on the pay-performance relationship. Using the dominant agency theory framework, the purpose of this study is to establish and examine the relationship between firm performance and executive pay. In addition, it intends to assess the characteristic of model specifications commonly adopted. To this aim, a quantitative analysis consisting of three complementary methods was performed on panel data from South African listed companies. The results of the main unrestricted first difference model indicate a strong non-linear relationship where the impact of current and previous firm performance on executive pay can be observed over 2 to 4-year period providing support to the optimal contracting theoretical perspective in the South African business context. In addition, CEO pay is more sensitive to firm performance as compared to Director pay. Lastly, although it affects executive pay levels, company size is not found to improve the pay-performance relationship.

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16

Dixon, Rob, Keith Milton, and Anne Woodhead. "An investigation into the role, effectiveness and future of non-executive directors." Journal of General Management 31, no. 1 (September 2005): 1–21. http://dx.doi.org/10.1177/030630700503100101.

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Non-executive directors are faced with increasing expectations of their role; this paper investigates both their role and their effectiveness and determines that there is universal support for the continuation of non-executive directors. The role is confirmed as that described by Cadbury and Hampel with recognition that corporate governance practices can never result in a ‘no failure’ environment. Independence is assessed as a key characteristic and changes needed to secure the future of the non-executive director are examined. The research identifies over-burdensome legislation and personal liability as key concerns and concludes that the UK should continue with a policy of best practice guidelines rather than legal prescription.

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17

Samuels, John M., Sheila Greenfield, and Andrew Piper. "The Role of Non-Executive Directors Post-Cadbury." Journal of General Management 21, no. 4 (June 1996): 1–14. http://dx.doi.org/10.1177/030630709602100401.

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18

Gibbs, David. "Dealing with Self-Interest Among Non-Executive Directors." Board Leadership 2015, no. 139 (May 2015): 4–7. http://dx.doi.org/10.1002/bl.30017.

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19

Goold, Michael, and Andrew Campbell. "Brief case: Non-executive directors' role in strategy." Long Range Planning 23, no. 6 (December 1990): 118–19. http://dx.doi.org/10.1016/0024-6301(90)90109-h.

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20

Rahman, Rashidah Abdul. "Appointment and performance enhancement of independent directors in Malaysia." Corporate Board role duties and composition 3, no. 1 (2007): 11–17. http://dx.doi.org/10.22495/cbv3i1art2.

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The objective of the study is to gauge the perception of directors in Malaysia on the appointment of independent non-executive directors and the mechanism needed in enhancing their role. A qualitative research design using a face-to-face interview is chosen in this study as it is a valuable tool in understanding the directors’ opinion on the appointment and performance enhancement of independent non-executive directors in Malaysia. The directors interviewed reveal that independence, experience, knowledge of the firm, and contacts are determinants of having independent nonexecutive directors on the board. On the other hand, training programmes, access to information, preparation for meetings, being in committees and effective performance evaluation are necessary factors in enhancing the performance of independent non-executive directors. Due to the lack of published materials in this area in Malaysia, this study will therefore contribute to the existing knowledge on the appointment and performance enhancement of independent non-executive directors. Understanding how independent non-executive directors are chosen and the mechanisms in enhancing their performance is crucial because who gets selected will, in turn, affect the roles they play and how effectively they can play such roles.

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21

Belcher, Alice. "The unitary board: Fact or fiction?" Corporate Ownership and Control 1, no. 1 (2003): 139–48. http://dx.doi.org/10.22495/cocv1i1p4.

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A recent consultation process in the UK produced strong support for the concept of the unitary board. Many respondents in this process connected the concept of the unitary board with the principle that all directors should have the same legal responsibilities or duties. This article explores the legal responsibilities of UK executive and non-executive directors and in doing so exposes the gap between the concept of the unitary board and the messy reality of the courts’ treatments of specific non-executive scenarios. It also identifies a change in the language used to describe UK boards. Previously the unitary board, comprising executive and non-executive directors, had been described as a team. The most recent rhetoric is of a “partnership” between the executive and non-executive directors. This shift could signal the end of the unitary board.

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22

Bezemer, Pieter-Jan, Stefan Peij, Laura de Kruijs, and Gregory Maassen. "How two-tier boards can be more effective." Corporate Governance 14, no. 1 (January 28, 2014): 15–31. http://dx.doi.org/10.1108/cg-02-2013-0018.

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Purpose – This study seeks to explore how non-executive directors address governance problems on Dutch two-tier boards. Within this board model, challenges might be particularly difficult to address due to the formal separation of management boards' decision-management from supervisory boards' decision-control roles. Design/methodology/approach – Semi-structured interviews and a questionnaire among non-executive directors provide unique insights into three major challenges in the boardrooms of two-tier boards in The Netherlands. Findings – The study indicates that non-executive directors mainly experience challenges in three areas: the ability to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors. The qualitative in-depth analysis reveals the complexity of the contributing factors to problems in the boardroom and the range of process and social interventions non-executive directors use to address boardroom issues with management and the organization of the board. Practical implications – While policy makers have been largely occupied with the “right” board composition, the results highlight the importance of adequately addressing operational challenges in the boardroom. The results emphasize the importance of a better understanding of board processes and the need of non-executive directors to carefully manage relationships in and around the boardroom. Originality/value – Whereas most studies have focussed on regulatory initiatives to improve the functioning of boards (e.g. the independence of the board), this study explores how non-executive directors attempt to enhance the effectiveness of boards on which they serve.

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23

Berry, Aidan, and Lew Perren. "The role of non‐executive directors in UK SMEs." Journal of Small Business and Enterprise Development 8, no. 2 (June 2001): 159–73. http://dx.doi.org/10.1108/eum0000000006815.

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24

Hooghiemstra, Reggy, and Jaap van Manen. "Non-executive directors in the Netherlands: another expectations gap?" Accounting and Business Research 34, no. 1 (March 2004): 25–41. http://dx.doi.org/10.1080/00014788.2004.9729949.

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25

Gordon, Ian. "SME Non-Executive Directors: Having One and Being One." Industry and Higher Education 27, no. 6 (December 2013): 477–90. http://dx.doi.org/10.5367/ihe.2013.0179.

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The objective of the study reported here was to ascertain the impact on small and medium-sized enterprise (SME) owner–managers of simulating having and being a non-executive director (NED) within the GOLD programme at Lancaster University, the purpose of which is to help owner–managers of SMEs to become better strategic leaders of their companies. Three research approaches were used: (a) participant observation in each of the 20 businesses; (b) interviewing owner–managers; and (c) a review of materials and transcripts generated from Board meetings. Participants engaging in a higher education institution (HEI)-generated network with high levels of trust had an opportunity to behave in a different way; and owners acquired operational and strategic experience of having and being an NED. The initial results indicate that this experience results in greater strategic focus. The engagement of an HEI with SMEs through innovative processes drawn from larger organizations accelerates the creation of trust and social capital, allowing ways of working that might otherwise be dismissed.

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26

Goh, Lisa, and Aditi Gupta. "Remuneration of non-executive directors: Evidence from the UK." British Accounting Review 48, no. 3 (September 2016): 379–99. http://dx.doi.org/10.1016/j.bar.2015.05.001.

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27

Lückerath-Rovers, Mijntje, and Auke De Bos. "Code of Conduct for Non-Executive and Supervisory Directors." Journal of Business Ethics 100, no. 3 (December 5, 2010): 465–81. http://dx.doi.org/10.1007/s10551-010-0691-y.

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28

Grech, Emma. "The role and obligations of non-executive directors under Maltese law." Corporate Board role duties and composition 10, no. 1 (2014): 71–83. http://dx.doi.org/10.22495/cbv10i1art6.

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The corporate governance debate has, in the last two decades, reached a stronghold in Europe. Perhaps the most valuable aspect of a company’s governance is the constitution of its boardroom. Nonexecutive directors, in their independent and impartial, supposedly external nature, serve to keep the company’s managerial section in check. Indeed, their function is primarily supervisory, working to ensure that the company’s interests are looked to by the company’s executive guise. Unfortunately, Maltese law does not regulate the post of the non-executive director in a hard and fast manner. Instead, the authorities have chosen to recognise this entity through the inclusion of his role in various non-binding guidelines and soft law mechanisms. The question that shall be tackled in this paper is whether it is acceptable, in this day and age, for the non-executive director is post which deserves a proper defining of its role and obligations within hard law. A brief comparison to foreign jurisdictions has been included for the sake of completeness.

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29

Jong, Ling, and Poh-Ling Ho. "Family directors, independent directors, remuneration committee and executive remuneration in Malaysian listed family firms." Asian Review of Accounting 28, no. 1 (November 8, 2019): 24–47. http://dx.doi.org/10.1108/ara-04-2019-0099.

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Purpose The purpose of this paper is to examine the influence of family directors and independent directors on executive remuneration of listed family firms in Malaysia, and their involvement in remuneration committee on executive remuneration. Design/methodology/approach Fixed effect estimation is employed to examine 1,395 firm-year observations from 2010 to 2014. Findings Family and independent directors do not have statistically significant influence on executive remuneration. Rather, family ownership exerts a significant positive influence on executive remuneration. This study also reveals that the interaction of family CEOs with the family directors on remuneration committee exerts a significant positive influence on executive remuneration. Research limitations/implications The measurement of executive remuneration excludes the share options due to the non-disclosure of this information in the annual reports. Practical implications The findings would be useful to the policy-makers and regulators in appraising the governance measures of remuneration arrangement. Originality/value This study premises on the Type II agency conflict between controlling shareholders and minority shareholders. Independent directors could not mitigate the Type II agency conflict via the governance of executive remuneration. They are not the effective governance mechanism that the minority shareholders can rely on. The additional analyses provide theoretical implication that the pervasive Type II agency conflict is ameliorated when the CEOs do not have family relationships with the controlling family shareholders.

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30

Suzuki, Yoshihisa, and Anh Tho To. "The change in board independence in the presence of firm risk and regulation." Contaduría y Administración 64, no. 4 (May 24, 2019): 139. http://dx.doi.org/10.22201/fca.24488410e.2020.2233.

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The purpose of the paper is to explore the impact of firm risk on board independence, typically the proportion of non-executive directors. Our sample is based on a panel data of publicly listed firms on Vietnamese stock markets over a ten-year period (2007-2016). By applying dynamic generalized method of moments estimators, the results are robust to endogeneity issues and highlight the U-shaped nonlinear impact of firm risk on non-executive director ratio. In addition, because the lack of information transparency in Vietnamese enterprises caused many risks for investors, the government issued the Circular 121/2012/TT-BTC dated July 26, 2012 on corporate governance applicable to public companies, which enhanced changes in the board structure of listed companies. Under the pressure of this regulation, high-risk companies increased the proportion of non-executive directors.

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31

Scholtz, H. E., and W. A. Engelbrecht. "The effect of remuneration committees, directors’ shareholding and institutional ownership on the remuneration of directors in the top 100 companies in South Africa." Southern African Business Review 19 (February 26, 2019): 22–51. http://dx.doi.org/10.25159/1998-8125/5803.

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Executive directors’ remuneration of leading South African companies often attracts the attention of the press, shareholders and unions. The research on which this article is based investigated whether executive directors’ remuneration of the Top 100 companies listed on the Johannesburg Securities Exchange (JSE) is influenced by the implementation of certain corrective corporate governance measures. The remuneration of executive directors was regressed on a number of firm and corporate governance characteristics to determine whether these characteristics have an influence on executive directors ’remuneration. It was found that corporate governance reforms relating to institutional ownership, the number of non-executive directors on the remuneration committee, shareholder voting on the remuneration policy and the number of remuneration committee meetings act as an effective governance tool to protect shareholders’ interests with regard to some of the elements of executive directors’ remuneration.

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32

Adelegan, Olatundun J. "Internal and external governance mechanisms: Evidence from the Nigerian banking industry." Corporate Ownership and Control 2, no. 3 (2005): 62–67. http://dx.doi.org/10.22495/cocv2i3p6.

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This paper examines the relationship between internal and external governance mechanism employed by Nigerian banking companies. Data for the study was obtained from the annual reports of bank in Nigeria. I find a higher portion of non-executive directors and a greater likelihood of separating the role of company chairman and CEO in banks compared to similar studies of Nigerian quoted companies. The proportion of non-executive directors who are former executives is low. These suggest those banks are more likely to employ non-executives for monitoring. Banks in Nigeria have utilized audit committees since 1991 and the audit committees in Nigerian banks possess a great proportion of non-executive directors.

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33

Barrow, Colin. "The role of non‐executive directors in high tech smes." Corporate Governance: The international journal of business in society 1, no. 2 (June 2001): 34–36. http://dx.doi.org/10.1108/eum0000000005488.

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34

Grace, Matthew, Andy Ireland, and Keitha Dunstan. "Board Composition, Non-Executive Directors' Characteristics and Corporate Financial Performance." Asia-Pacific Journal of Accounting 2, no. 1 (December 1995): 121–37. http://dx.doi.org/10.1080/10293574.1995.10510481.

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35

Azlan Annuar, Hairul. "Independent non-executive directors strategic role – some evidence from Malaysia." Corporate Governance 14, no. 3 (May 27, 2014): 339–51. http://dx.doi.org/10.1108/cg-10-2011-0075.

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Purpose – The overall purpose of the research presented is to ascertain whether independent non-executive directors (INEDs) in Malaysian publicly listed companies (PLCs) are involved in corporate strategy. Design/methodology/approach – A qualitative approach, consisting of a series of interviews with board members, was chosen. The sampling frame was made as large as possible and, for the purpose of this study, consisted of board members who sit on PLCs of the main board and Malaysian-owned. Findings – The findings reveal that INEDs in Malaysia may display the same types of involvement in the formulation phase as their counterparts in UK, which McNulty and Pettigrew (1999) categorised as taking strategic decisions, shaping strategic decisions and shaping the context, conduct and content of strategy. The findings also show that the three phases of strategy are linked and that INEDs’ behaviour during evaluation may be moderated by the strategy’s success or failure and by their involvement in the earlier phases. Research limitations/implications – This research utilised interviews. Generalisations may be an issue when interviews are used as the method of inquiry. Also, the sample is not random, as access to many directors depended on recommendations. In addition, respondents were consciously selected to obtain various board positions that include independent and non-independent directors. Practical implications – Findings from this research suggest that the involvement of INEDs in different phases of corporate strategy is an indication that INEDs are no longer focusing much on policing the management. Although control is still a major issue on the board agenda, their strategic involvement may suggest that INEDs are adequately meeting their responsibilities of providing long-term direction to their companies and also suggests that INEDs are in a position to support the Chair effectively. Their active involvement is likely to result in successful strategic formalization and conclusion. Originality/value – There is a lack of work on studying barriers to INEDs' effectiveness in developing countries, whereby previous work and literature review were predominantly based upon the experience of Western economies.

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36

Froud, Julie, Adam Leaver, Gindo Tampubolon, and Karel Williams. "Everything for Sale: How Non-Executive Directors Make a Difference." Sociological Review 56, no. 1_suppl (May 2008): 162–86. http://dx.doi.org/10.1111/j.1467-954x.2008.00767.x.

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37

Hahn, Peter D., and Meziane Lasfer. "The compensation of non-executive directors: rationale, form, and findings." Journal of Management & Governance 15, no. 4 (February 4, 2010): 589–601. http://dx.doi.org/10.1007/s10997-010-9134-5.

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38

Zalata, Alaa Mansour, and Tarek Abdelfattah. "Non-executive female directors and earnings management using classification shifting." Journal of Business Research 134 (September 2021): 301–15. http://dx.doi.org/10.1016/j.jbusres.2021.04.063.

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39

Meyer, Erik, and JHvH de Wet. "The impact of board structure on the financial performance of listed South African companies." Corporate Board role duties and composition 9, no. 3 (2013): 18–31. http://dx.doi.org/10.22495/cbv9i3art2.

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This study focuses on the role of the corporate board of directors and the relationship between the dynamics of board structure and the financial performance of listed South African companies. The research results found that the proportion of independent non-executive directors had a significant positive effect on firm performance as measured by earnings per share and enterprise value, but had no significant effect on Tobin’s Q ratio. Board ownership had a significant negative correlation with firm performance as measured by earnings per share, enterprise value and Tobin’s Q ratio. The number of directors serving on the corporate board had a significant positive effect on firm performance as measured by earnings per share, enterprise value and Tobin’s Q ratio. The study suggests that greater independent non-executive director representation, lower board share-ownership and larger board sizes should be encouraged to enhance firm performance.

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Zhou, Fangzhao, Yunqi Fan, Yunbi An, and Ligang Zhong. "Independent directors, non-controlling directors, and executive pay-for-performance sensitivity: Evidence from Chinese non-state owned enterprises." Pacific-Basin Finance Journal 43 (June 2017): 55–71. http://dx.doi.org/10.1016/j.pacfin.2017.02.003.

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Diaz, Daniel A., and Christopher J. Rees. "Checks and balances? Leadership configurations and governance practices of NGOs in Chile." Employee Relations: The International Journal 42, no. 5 (April 2, 2020): 1159–77. http://dx.doi.org/10.1108/er-08-2019-0327.

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PurposeThe emergence of Governance practices in the non-governmental organisation (NGO) sector has become associated with increasingly high levels of organisational complexity. In the light of an expanding civil society sector in Chile and the emergence of formalised governance practices, this paper explores the construction of the Executive Director role in Chilean NGOs with reference to organisational functions, organisational dynamics, and external influences.Design/methodology/approachGrounded theory is used to explore qualitative data derived from a set of N = 39 interviews conducted in Chile These interviews involve NGO founders, funders, Executive Directors, scholars, consultants, and team members.FindingsThe findings reveal the pivotal role played by Executive Directors in conducting organisational activities which, in other types of organisations, are often distributed across various organisational functions. The data also highlight complex dynamics involving overt compliance with external regulatory requirements, uncertainties about financial sustainability, the recruitment of Executive Board members, the exercise of power by Executive Directors, and the influence of founders in leadership configurations.Research limitations/implicationsThe implications of the study are discussed in relation to the governance and accountability of NGOs, the nature of the Executive Director role, the purpose of Executive Boards in the NGO sector, and the recruitment and training of Board members. It is noted that the study was conducted in the NGO sector in Chile; further research is necessary to establish the generalisability of the findings to other contexts.Originality/valueThis paper addresses the shortage of organisational research on NGOs. It contributes by offering analytical perspectives on organisational processes of Leadership and Governance. This paper highlights the relationship between, and interdependency of, those processes.

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Taylor, Bernard, Victor Dulewicz, and Keith Gay. "How part-time directors create exceptional value: New evidence from the non-executive director awards." Journal of General Management 33, no. 4 (June 2008): 53–70. http://dx.doi.org/10.1177/030630700803300404.

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Annuar, Hairul Azlan. "Malaysian evidence supporting theoretical integration of roles of non-executive directors." Asian Journal of Accounting Research 3, no. 1 (August 6, 2018): 2–14. http://dx.doi.org/10.1108/ajar-07-2018-0020.

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Purpose The purpose of this paper is to investigate the role of independent non-executive directors (INEDs) in Malaysian public listed companies (PLCs), other than the control role prescribed by agency theory and reformatory documents such as the Malaysian Code of Corporate Governance. Design/methodology/approach A qualitative research design, consisting of face-to-face interviews with 27 company directors of Malaysian-owned PLCs, was instigated. Findings The interviews revealed that INEDs do more than just monitor their executive counterparts. Apart from the control role, INEDs of Malaysian companies provide a conduit for mitigating uncertainties in the environment and perform invaluable services to the host companies. Research limitations/implications This research utilized interviews. Generalizations may be an issue when interviews are used as the method of inquiry. Also, the sample is not random as access to many of the interviewed directors depended on recommendations. In addition, respondents were consciously selected in order to obtain various board positions that include independent and non-independent directors. Originality/value There are limited studies using qualitative research design in investigating INEDs’ performing other roles apart from the control role of the board in developing countries. Many of previous studies and literature in this area of corporate governance were predominantly based upon experiences of western economies.

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Liew, Chee Yoong, Young Kyung Ko, Bee Lian Song, and Saraniah Murthy. "Family Firms, Directorsâ€™ Remuneration, Expropriation and Firm Value: Evidence of the Role of Independent Directorsâ€™ Tenure within the Remuneration Committee in Malaysia." Asia Proceedings of Social Sciences 2, no. 2 (December 2, 2018): 5–8. http://dx.doi.org/10.31580/apss.v2i2.243.

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This manuscript is about the influence of directorsâ€™ remuneration on firm performance and whether independent directorsâ€™ tenure in the remuneration committee moderates this relationship. The results show that within family corporations in industries which are not exclusive, non-executive directorsâ€™ remuneration have a significant negative relationship with firm performance. Family firms have a stronger significant negative relationship than non-family firms. Within family firms in non-exclusive industries, there is also a positive moderating effect of independent directorsâ€™ tenure within the remuneration committee on the influence of non-executive directorsâ€™ remuneration on firm performance. In this case, corporations owned by families have a stronger positive moderating effect compared to non-family firms. Our study has significant policy implications with respect to how the Securities Commission (SC) should design and implement proper rules and regulations to govern remuneration of non-executive directorsâ€™ remuneration as well as how the SC should govern the tenure of the independent directors within the remuneration committee in East Asian emerging market firms where Agency Problem Type II is prevalent and ownership is highly concentrated

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Sallehuddin, Mohd Rashdan. "The impact of corporate governance elements on environmental reporting : the case of public listed companies in Malaysia." Social and Management Research Journal 11, no. 1 (June 2, 2014): 75. http://dx.doi.org/10.24191/smrj.v11i1.5234.

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The paper aims to examine the impact of the relationship between the elements of corporate governance and environmental reporting of public listed companies in Malaysia. This study adopts a cross sectional analysis by examining the 2010 annual reports of 254 public listed companies and using content analysis as the method to measure the extent of environmental reporting and compared with various corporate governance measures. Regression analysis was used to examine the relationship between Corporate Environmental Reporting (CER) and independent variables of Corporate Governance (CG) namely independent non-executive directors, audit committee composition, female director, duality, managerial and government ownership. Analysis found a significant relationship between the extents of environmental reporting with government ownership. In contrast, the extent of CER is insignificant with relation of independent non-executive directors, audit committee composition, female director, duality and managerial ownership. The results could be useful to provide evidence to regulatory bodies to look further and to identify the elements of corporate governance that will enhance the CER.

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Ntim, Collins G. "The king reports, independent non-executive directors and firm valuation on the Johannesburg stock exchange." Corporate Ownership and Control 9, no. 1 (2011): 428–40. http://dx.doi.org/10.22495/cocv9i1c4art2.

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South Africa (SA) has pursued corporate governance reforms in the form of the 1994 and 2002 King Reports. This paper examines the association between the presence of independent non-executive directors (INEDs) and market valuation of a sample of 169 firms listed on the Johannesburg Stock Exchange (JSE) in SA from 2002 to 2007. Our results suggest a statistically significant and positive relationship between the presence of INEDs and firm valuation. By contrast, we find no statistically significant association between the presence of non-executive directors (NEDs) and firm valuation. Our findings are robust across a number of econometric models that control for different types of endogeneity problems, non-linear associations and firm valuation proxies. Our findings have important policy and regulatory implications. Whereas our evidence that more independent corporate boards’ impacts positively on firm valuation provides support for the recommendations of the King Reports, it shows that to be meaningful, director independence has to be more carefully and strictly defined.

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Guping, Cheng, Muhammad Safdar Sial, Peng Wan, Alina Badulescu, Daniel Badulescu, and Talles Vianna Brugni. "Do Board Gender Diversity and Non-Executive Directors Affect CSR Reporting? Insight from Agency Theory Perspective." Sustainability 12, no. 20 (October 16, 2020): 8597. http://dx.doi.org/10.3390/su12208597.

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Our paper provides a valuable contribution by exploring the following complex phenomenon: Do board gender diversity and reputational incentives of non-executive directors affect corporate social responsibility(CSR) reporting? To this end, we use panel data regression (fixed effect) to examine the above relationship by using data from the 2009 to 2019 timeperiod, by using data from non-financial firms listed on the Shanghai Stock Exchange. To deal with the possibility of an endogeneity problem, we have used the two-stage least square (2SLS) regression model. Our empirical results suggest that board gender diversity positively affects CSR reporting. Our study has found that the reputational incentives of non-executive directors improve the CSR reporting. Furthermore, reputational incentives of non-executive directors (NEDs) and CSR reporting are moderated by firm size, this effect being stronger for large firms. Our findings also show that the firm size positively moderates the relationship between gender diversity in boards and CSR reporting. The control variables, namely board size, board member average tenure, leverage, “big 4” and return on assets, have an impact on the firm’s CSR reporting. Therefore, our results contribute towards new aspects in respect to the emerging literature concerning the system of non-executive directors, protection of stakeholder’s interests, and CSR reporting, especially as regards China. Furthermore, our results are robust as concerns alternative measures of variables under consideration.

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Sarpong-Kumankoma, Emmanuel, Mohammed Amidu, and Joshua Abor. "The role of non-executive directors in the Ghanaian SME sector." Corporate Board role duties and composition 2, no. 1 (2006): 39–47. http://dx.doi.org/10.22495/cbv2i1art4.

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This paper reports on the role of NEDs among Ghanaian SMEs. The results of this study revealed that less than half of the SMEs sampled engage the services of NED. The study also revealed that relatively larger SMEs are more likely to employ the services of NEDs. We also found that over 80% of the SMEs with NEDs were either growing or growing rapidly. NEDs’ contributions were also found to be multi-various and cut across the range of SME board functions. The study showed that most SMEs acquire NEDs mainly through informal personal contacts such as family, friends of a director, business friends rather than through formal arrangements.

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Pye, Annie, and Gillian Camm. "Non-Executive Directors: Moving beyond the ‘One-size-fits-all’ View1." Journal of General Management 28, no. 3 (March 2003): 52–70. http://dx.doi.org/10.1177/030630700302800304.

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Mileham, Patrick. "Boardroom Leadership: Do Small and Medium Companies Need Non-Executive Directors?" Journal of General Management 22, no. 1 (September 1996): 14–27. http://dx.doi.org/10.1177/030630709602200102.

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