The discretionary effect of CEOs and board chairs on corporate governance structures

Arena, Matteo P.; Braga‐Alves, Marcus V.

doi:10.1016/j.jempfin.2013.01.002

Cited by 10 publications

(3 citation statements)

References 33 publications

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“…That case (and the many others like it) illustrated the perverse effects of using options to align executive pay with investor interests. That case (and others like it) raised questions whether board structure and the remedies it prescribed were adequate (Aguilera et al 2008;Arena and Braga-Alves 2013). This time new remedies led to a new discourse concerned with the need for board independence (Nordberg and McNulty 2013), a professional state of mind that policy mechanisms sought to embody through identifiable characteristics of directors.…”

Section: Discourses Of Governance and Their Assumptionsmentioning

confidence: 99%

Edging Toward ‘Reasonably’ Good Corporate Governance

Nordberg

2018

Philosophy of Management

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Over four decades, research and policy have created layers of understandings in the quest for Bgood^corporate governance. The corporate excesses of the 1970s sparked a search for market mechanisms and disclosure to empower shareholders. The UK-focused problems of the 1990s prompted board-centric, structural approaches, while the fall of Enron and many other companies in the early 2000s heightened emphasis on director independence and professionalism. With the financial crisis of 2007-09, however, came a turn in some policy approaches and in academic literature seeking a different way forward. This paper explores those four phases and the discourse each develops and then links each to assumptions about accountability and cognition. After the financial crisis came pointers n policy and practice away from narrow, rationalist prescriptions and toward what the philosopher Stephen Toulmin calls Breasonableness^. Acknowledging that heightens awareness of complexity and interdependence in corporate governance practice. The paper then articulates a research agenda concerning what Breasonably^good corporate governance might entail.

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Section: Discourses Of Governance and Their Assumptionsmentioning

confidence: 99%

Edging Toward ‘Reasonably’ Good Corporate Governance

Nordberg

2018

Philosophy of Management

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“…Reference [3] addresses the issue of duality among Chief Executive Officers and the Board of Directors and the influence such dual roles have on governance policies and corporate actions. From there [4] analyze how the duality of CEOs and the board of directors can increase corporate social responsibility disclosures and increase public trust and transparency.…”

Section: Literature Reviewmentioning

confidence: 99%

“…Quite possibly one of the largest contributors to corporate scandals that have been brought to light over the past two decades concerns the role of the board of directors and executive officers in knowingly orchestrating and perpetuating such fraudulent acts throughout their corporate networks. With more focus in recent times being placed on monitoring and the balance of powers among the board of directors and chief executive officers pertaining to corporate governance structures and policies, one study by [3] noted that Chief Executive Officers who held dual roles with an active position on the board of directors exercised the greatest influence on internal corporate governance policies. Although corporate governance styles and structures vary to some degree based on differing management approaches and the heterogeneity among the CEO and the board of directors, the implementation of both government mandated regulations and internally developed governance protocols yielded little to no improvement regarding the reduced influence of CEOs on the board of directors, the enhancement of board monitoring, or any other internal governance practices.…”

Section: The Board Of Directors and Executive Remineration Withimentioning

confidence: 99%

Are U.S. Corporations Being Overregulated?

Maniam¹,

Leavell²,

Croat³

2016

JOEBM

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Throughout the last few centuries since the earliest days of corporate America, the presence of corporate governance structures and policies has always been a necessity. With continual changes inherent to the modern corporate landscape, several notable scandals and concerns have forced many U.S. corporations to develop more effective and efficient methods of corporate governance to better safeguard the interests of shareholders and the general public. This paper explores the issues surrounding the board of directors and executive remuneration, audit and control procedures and large shareholder monitoring, the Sarbanes-Oxley Act of 2002, and the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act. The objective of this analysis is to determine whether U.S. corporations are being overregulated and examine the implications and perpetuation of such governance and regulatory policies in the future.

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