The nal publication is available at Springer via http://dx.doi.org/10.1007/s10551-013-1929-2.Additional information: Use policyThe full-text may be used and/or reproduced, and given to third parties in any format or medium, without prior permission or charge, for personal research or study, educational, or not-for-pro t purposes provided that:• a full bibliographic reference is made to the original source • a link is made to the metadata record in DRO • the full-text is not changed in any way The full-text must not be sold in any format or medium without the formal permission of the copyright holders.Please consult the full DRO policy for further details. interests. Contrary to our expectations, CEO duality also impacts positively on CSR disclosure. From an agency-theoretical viewpoint, this suggests that powerful CEOs may promote transparency about banks' CSR activities for their private benefits. While this could indicate that powerful CEOs are under particular pressure to appease stakeholders' concerns that they might abuse their power by providing a high degree of CSR disclosure, it could also be a sign of managerial risk aversion or managers' private reputational concerns.

Despite knowing the potential effect of social reporting on firms' continuity, there is limited research into the influence of the composition of boards of directors on CSR disclosure. This paper adds to the emerging CSR literature empirical evidence by examining how board composition relates to a firm's social and environmental disclosure as well as the implementation of social policies. Using a sample of FTSE 350 firms for the period 2007–2012, the results show that higher board independence facilitates the conveying of firms' good citizenship image through enhancing societal conscience. The results also show that female participation on boards is favorably affecting CSR engagement and reporting as well as the establishment of ethical policies. Hence, the research suggests that boards with higher female participation and independence boost the legitimacy of CSR reporting. Board gender diversity and independence facilitates directing part of the firm's scarce resources toward value maximizing social projects and subsequent reporting on these. Copyright © 2017 John Wiley & Sons, Ltd and ERP Environment

Purpose As pressures mount for women directors on corporate boards (WDOCBs) from different stakeholders, companies become more interested in finding out how WDOCBs impact sustainability disclosure. The purpose of this paper is to investigate the effect of gender-diverse boards on the association between sustainability reporting and shareholders’ welfare. Design/methodology/approach This paper examines the implications of women on board for firm-related factors, particularly environmental, social and governance (ESG) disclosure and firm performance. The firms studied are all listed in the Financial Times Stock Exchange 350 index between 2007 and 2012. Bloomberg social disclosure score is used and panel data through a regression model are applied. Findings The results reveal that the presence of WDOCBs favorably influences on firm’s risk and performance through promoting a firm’s investment in effectual social engagements and reporting on them. The desirable effect of WDOCB on the ESG-performance relationship leads to increased risk-adjusted and buy-and-hold abnormal returns and reduced firm risks, measured by both volatility of returns and systematic risk. Originality/value The research contributes to the literature on the relationship between women participation on corporate boards and firms’ good citizenship and enhanced shareholders’ welfare. The empirical findings contribute to providing statistical and economical validity to the UK Corporate Governance Code 2014 recommendation on the importance of board gender diversity for effective board functioning.

Purpose This paper aims to investigate the impact of board composition on environmental, social and governance (ESG) reporting in the Gulf countries. Despite the vast literature on the significance of ESG disclosure on firms’ performance, trust and reputation, there are relatively few studies on the influence of board structure on ESG disclosure in the Gulf Cooperation Council (GCC) countries. Gulf countries are witnessing a fast growing capital markets and having serious efforts to attract foreign investments to divert their economies from the oil and gas reliance. This could be facilitated by illustrating firms’ good citizenship and communicating the fulfillment of their social obligation. Design/methodology/approach The study examines publically listed companies between 2008 and 2017. Thomson Reuter’s database is used to collect the ESG disclosure scores and governance information. The authors apply multiple panel data regressions and sensitivity testing to ensure the robustness of the results. Findings Examining publically listed companies for a 10-year period shows that higher board independence and female board participation facilitate the transmission of a firm’s positive image by improving social responsibility. Independent boards of directors and participation among women serve as catalysts to strike an effective balance between firms’ financial targets and social responsibilities. In contrast, boards chaired by chief executive officers are less supportive in executing a social agenda and consequently reporting their ESG activities. Practical implications The results suggest that firms that appoint a sustainability and/or governance committee tend to engage in more impactful social and environmental activities and communicate their societal engagements more effectively. Social implications The paper recommends that policymakers, executives and shareholders in the GCC countries support board participation among women, independent directors and formation of sustainability committees to facilitate engaging in effectual social activities. Originality/value Empirical evidence regarding the relationship between board composition and ESG disclosure in the Gulf countries is limited. Prior literature mainly provides results on developed countries in which the governance system is mature and well structured. This study provides useful evidence regarding the Gulf countries that lack privatization and where corporate boards tend to be dominated by families and governments.

Purpose This paper aims to examine whether CEO/chair dual roles influence board monitoring-audit fees nexus. The impact of corporate governance on audit fees literature is lacking in the banking sector, which is subject to different regulations and reporting requirements to other sectors. The level and quality of external audit services are important not only to shareholders and customers but also for regulators’ reputations and public confidence. Design/methodology/approach Examining a sample of the US national commercial banks, this study fills the gap by empirically examining whether the attributes of internal corporate governance mechanisms, proxied by boards of directors and audit committee characteristics, are related to audit fees. We introduce two interaction variables to understand whether chief executive officer (CEO)/chair dual roles influence the relationships between board independence and audit fees on the one hand and between the audit committee and audit fees on the other hand. Findings We find that audit fees are positively associated with board independence, board size, CEO/chair dual role and audit committee financial experts. The results of the interaction variables indicate that boards with higher independence and more effective audit committees tend to demand higher audit quality, and consequently, pay higher audit fees to protect shareholders’ interests from potential power abuse by CEOs who also chair boards. Originality/value This study contributes to the literature by providing extensive understanding of the influence on audit fees of the independence of the board of directors and the effectiveness of the audit committees. The authors first examine the impact of each individual governance variable separately and then introduce two interaction variables. This study provides policymakers with insights into the existing relationships between audit fees and the banking sector governance structure.

The recent decade of scandals, financial crisis, and loss in moral values questioned the soundness of firms' governance structure and held them more accountable to their societies. This put corporate boards under increased pressure to acknowledge their monitoring needs and respond to societal obligations. This paper offers a deepened understanding of the CSR-firm welfare relationship by suggesting its reliance on the participation of independent directors on corporate boards. Our findings show that higher board independence increases social disclosures. We also show that the effect of social disclosure on the firm's risk and performance is favorably affected by the participation of independent directors on corporate boards. Accordingly, we demonstrate that board independence not only facilitates firms' CSR reporting, but also positively influences the CSR-firm performance association. Board independence enhances the efficacy of CSR reporting by elevating the reliability of the disclosed information and amplifying its signaling power regarding the firm's future prospects. Our empirical evidence supports the U.K. corporate governance code main principles encouraging higher board independence for effective discharge of responsibilities.

Purpose The aim of the paper is to examine the association of corporate governance (CG), the firms’ characteristics and the financial performance of firms operating in the Middle East and North Africa (MENA) region after Arab Spring. The study focuses on CG, exemplified by boards’ composition and ownership structure. It also explores the possible moderating effects of environmental social and governance characteristics (ESG), leverage and size on the relationship between CG and the company’s performance. Design/methodology/approach Using Thomson-Reuters database, a sample of 67 firms was extracted in the MENA region to measure CG and financial performance post Arab Spring from 2012 to 2016. Panel GLS regression random effects is used to quantify the relationship; robustness is checked by using several alternative regressions and specifications to the performance measure. Findings The results reveal that board independence (BI) is negatively correlated with firm profitability but ownership concentration and board gender diversification contribute to profits. When firms that voluntarily form a governance committee are examined, ownership is less concentrated. We obtain a stronger impact of good governance on performance in these firms: board composition, in general, and workers’ satisfaction generate more profits; and undertaking ESG activities become a more dispensable activity. The effect of board size (BS) and forming a governance committee are studied and ensuing recommendations are drawn. In addition, relevant internal control of firms’ characteristics that strongly predict firms’ market values are discussed in the context of agency and stewardship theories. Originality/value Despite the fact that governance-performance nexus has been extensively discussed and examined, the focus of this volume of research is on western developed countries. The growing economies of the MENA countries, and the limited governance-performance literature in the MENA context have created a demand to understand the governance environment in these countries and its influence on firm’s performance. In this region where firms’ owners are mainly family members, governments and/or institutions, governance is typically weak; moreover, ownership concentration is expected to guarantee good performance, as the role of independent directors becomes ineffective. For firms where ownership is more diluted, a sound governance system should be established to replace ownership concentration, and to more efficiently monitor management, and consequently improve firm performance. Therefore, this study not only contributes a summary of the prevailing corporate structure in MENA. Moreover, it explains the settings where both the stewardship and agency theories apply in MENA firms. Some recommendation on the importance of changes to the existing governance rules are highlighted in terms of more rules requiring board independence, board gender diversity, limits on board size and establishing governance committees.

Purpose In addition to their profit maximization objective, firms are often challenged to meet environmental and social demands. The purpose of this paper is to test whether a firm’s macroeconomic environment moderates the efficiency of its social and environmental disclosures. Design/methodology/approach The study uses the Bloomberg database to collect data on the FTSE 350 listed firms for the years 2007-2012. The sample is split into crisis and post-crisis periods, to study the investor reaction to social disclosures under different economic conditions. Findings The results suggest that the effect of corporate social responsibility (CSR) disclosure on future firm performance depends on the surrounding macroeconomic environment. During tight economic situations, market participants become more self-centered and penalize firms diverting scarce resources toward non-profitable societal engagements. Moreover, the findings indicate that firms with a high participation of outside directors and low accounting profit experience negative future performance when engaging in social disclosures during times of crisis. Practical implications Corporate governance is a system of interconnected practices that is affected by various firm and environmental characteristics. The results are in line with the premise that, depending on macroeconomic changes and specific firm attributes, CSR reporting may have dissimilar implications across different situations and conditions. Social disclosures and engagements are not always favorable, and should only be utilized in non-recessionary periods by firms possessing certain characteristics in terms of board composition and accounting profitability. Originality/value This study identifies key moderating variables which present additional obstacles for firms engaging in CSR during adverse economic conditions. Outsiders’ inferior firm-specific expertise, along with the firm’s poor accounting performance, present additional financial constraints for firms engaging in CSR activities during economic downturns.