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The impact of Shariah supervisory board and Shariah audit committee on CSR adoption at Islamic banks 伊斯兰教法监事会和伊斯兰教法审计委员会对伊斯兰银行CSR采纳的影响
Pub Date : 2021-03-31 DOI: 10.2139/ssrn.3822818
K. Islam, Mohammad Shamsus Sadekin, Md. Tahidur Rahman, Md. Arif Chowdhury
Although corporate social responsibility (CSR) is an extensively studied topic, its determinants in the field of Islamic banking are scarce. In Bangladesh, CSR plays a vital role in gaining customer loyalty and confidence. Therefore, this research aims to identify and analyze the influence of the Shariah Supervisory Board (SSB) and the Shariah Audit Committee (SAC) on CSR adoption in Islamic banks in Bangladesh. The study population is managers and second managers of 160 Islamic bank branches of different commercial banks in Dhaka, Bangladesh. The sampling technique used is convenience sampling where the first available primary data source was used for the research without additional requirements. The study developed a survey questionnaire from examining previous related studies in Islamic banking and CSR context. The final sample size in this research was n = 309, indicating the survey response rate was about 97%. The study used SPSS 23.0 software to interpret the statistical findings, and the findings revealed that support from the SSB and the presence of a strong and effective SAC has a strong correlation with CSR adoption and significantly influence CSR adoption in Islamic banks in Bangladesh. Finally, the study proposes several significant and crucial policy guidelines for Islamic bank branches to adopt CSR activities.
虽然企业社会责任(CSR)是一个广泛研究的话题,但其在伊斯兰银行领域的决定因素却很少。在孟加拉国,企业社会责任在获得客户忠诚和信心方面发挥着至关重要的作用。因此,本研究旨在识别和分析伊斯兰教法监事会(SSB)和伊斯兰教法审计委员会(SAC)对孟加拉国伊斯兰银行采用企业社会责任的影响。研究对象是孟加拉国达卡不同商业银行160家伊斯兰银行分行的经理和副经理。使用的抽样技术是方便抽样,其中第一个可用的主要数据源用于研究,没有额外的要求。该研究通过审查伊斯兰银行和企业社会责任背景下的先前相关研究,开发了一份调查问卷。本研究最终样本量为n = 309,调查回复率约为97%。该研究使用SPSS 23.0软件来解释统计结果,结果显示,来自社会责任委员会的支持和强大有效的社会责任委员会的存在与企业社会责任的采用有很强的相关性,并显著影响孟加拉国伊斯兰银行的企业社会责任采用。最后,本研究为伊斯兰银行分支机构采用企业社会责任活动提出了若干重要的政策指导方针。
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引用次数: 4
Nudging Toward Diversity in the Boardroom: A Systematic Literature Review of Board Diversity of Financial Institutions 推动董事会多元化:金融机构董事会多元化的系统文献综述
Pub Date : 2020-10-06 DOI: 10.2139/ssrn.3706162
S. F. Khatib, D. F. Abdullah, Ahmed A. Elamer, Ahmed A. Elamer, Raed Abueid
Going beyond the mere gender diversity in the boardroom, this systematic review comprehensively covers the research on board diversity of financial institutions. More specifically, we cover gender diversity, as well as other characteristics of diversity, such as nationality, age, tenure, experience, education, ethnicity, and religion. A systematic literature review was employed using Scopus and Web of Science databases, covering all publications until May 2020, which resulted in 91 studies from 66 top-ranked journals in accounting, finance and economic fields. We analyze them based on the journal, methodology, research construct questions, and theoretical perspectives. Our results highlight the substantial knowledge gaps and the inconsistent findings of prior studies on several aspects of the field, suggesting avenues for further studies in terms of research designs, settings, scope, and theories. We argue that there is a need to explore other board diversity attributes rather than focusing on the gender diversity of the boards of financial institutions to achieve sustainable development. Also, more work is outlined on topics related to board diversity of financial firms that receive limited attention from scholars, such as (but not limited to) environmental performance, capital structure, intellectual capital, innovation and earnings quality of financial institutions as well as the indirect effect of policy settings.
这篇系统性综述超越了董事会的性别多样性,全面涵盖了对金融机构董事会多样性的研究。更具体地说,我们涵盖了性别多样性,以及其他多样性的特征,如国籍、年龄、任期、经验、教育、种族和宗教。使用Scopus和Web of Science数据库进行系统文献综述,涵盖截至2020年5月的所有出版物,共纳入会计、金融和经济领域66种顶级期刊的91项研究。本文从期刊、研究方法、研究结构问题和理论视角等方面进行分析。我们的研究结果突出了该领域若干方面的大量知识缺口和先前研究的不一致发现,为研究设计、设置、范围和理论方面的进一步研究提供了途径。我们认为,为了实现可持续发展,有必要探索其他董事会多样性属性,而不是关注金融机构董事会的性别多样性。此外,本文还概述了与学者关注有限的金融公司董事会多样性相关的主题,如(但不限于)金融机构的环境绩效、资本结构、智力资本、创新和盈余质量以及政策设置的间接影响。
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引用次数: 129
Activist Settlements 活动家定居点
Pub Date : 2020-05-24 DOI: 10.2139/ssrn.3082886
A. A. Corum
Recently, activist investors have been reaching settlements with boards more often than they have been challenging boards in a proxy fight. In this paper, I provide a theoretical framework to study the economics of these settlements. The activist can demand that his proposal be implemented right away ("action settlement") or demand a number of board seats ("board settlement"), which also gives the activist access to better information. I find that the information that will be conveyed by the incumbent's response is a critical strategic determinant of the activist's settlement demand. Compared to action settlement, the incumbent's rejection of board settlement reflects more of its private information, increasing the activist's credibility to run a proxy fight upon rejection. As a result, consistent with the empirical evidence in literature, demanding board settlement leads to a higher likelihood of reaching a settlement, the likelihood of board (action) settlement increases (decreases) with information asymmetry, and the average ex-post shareholder value upon reaching board settlement is lower than upon reaching action settlement. By contrast, the ex-ante value created by demanding board settlement can be higher. Moreover, even though value-destroying projects are typically not implemented following settlements, the existence of settlements may nevertheless destroy shareholder value due to the free-rider problem, and strikingly, making activism more costly may actually alleviate this free-rider problem. Finally, obtaining fewer seats can increase the activist's "real" control within the board.
最近,维权投资者与董事会达成和解的次数比他们在代理权争夺战中挑战董事会的次数要多。在本文中,我提供了一个理论框架来研究这些聚落的经济学。维权人士可以要求立即实施他的提议(“行动和解”),也可以要求获得一定数量的董事会席位(“董事会和解”),这也让维权人士获得了更好的信息。我发现,在任者的回应所传达的信息,是积极分子解决需求的关键战略决定因素。与诉讼和解相比,在职者对董事会和解的拒绝更多地反映了其私人信息,从而增加了维权者在拒绝后发起代理权之争的可信度。因此,与文献中的经验证据一致,要求董事会和解导致达成和解的可能性更高,董事会(行动)和解的可能性随着信息不对称而增加(减少),达成董事会和解后的股东平均事后价值低于达成行动和解后的股东平均事后价值。相比之下,要求董事会结算所创造的事前价值可能更高。此外,尽管破坏价值的项目通常不会在和解后实施,但由于搭便车问题,和解的存在可能会破坏股东价值,而且引人注目的是,使行动主义成本更高实际上可能会缓解这种搭便车问题。最后,获得较少的席位可以增加维权人士在董事会中的“实际”控制权。
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引用次数: 3
COVID-19 Pandemic: Emerging Board and Governance Considerations COVID-19大流行:新出现的董事会和治理考虑因素
Pub Date : 2020-05-11 DOI: 10.2139/ssrn.3598568
Society for Corporate Governance Nigeria
The Board should be composed of an appropriate balance of expertise, knowledge and experience needed to lead during the pandemic, as well as review the company's overall situation afterwards, discuss lessons learnt, including how the business was disrupted, and how to minimize business and governance exposure in case of future occurrences.
董事会的组成应适当平衡在大流行期间领导所需的专门知识、知识和经验,并在大流行之后审查公司的总体情况,讨论吸取的教训,包括业务是如何中断的,以及如何在未来发生这种情况时尽量减少业务和治理方面的风险。
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引用次数: 1
Boards in Information Governance 资讯管治委员会
Pub Date : 2020-05-05 DOI: 10.2139/ssrn.3593623
Faith Stevelman, Sarah C. Haan
This Article charts the decline of the two leading twentieth-century paradigms of corporate governance: the agency-cost theory, which produced the limited “monitoring board,” and the “separate realms” theory, which deferred consideration of all matters other than profit to government regulation. Repeated stock market crashes and hedge fund activism have exposed the limits of the agency-cost theory. A global pandemic and financial crisis, investor demands for corporate social responsibility and stewardship, and corporations’ own participation in the political process have made separate realms thinking nearly irrelevant. We argue that, while much of corporate law theory remains constrained by these twin paradigms, the practice of board governance has largely moved beyond them. The economic shock of the COVID-19 pandemic, in particular, has sent public company boards into high gear, forcing them to look beyond stock prices, to engage the firm’s full capacity for information gathering and synthesis, and to actively command the firm’s systems of internal and external communication. Even before a global pandemic placed heightened demands on corporate boards, the trend toward information-based governance was well underway, catalyzed by new legal requirements, industry best practices, committee charters, fiduciary duties, and investor demands for more active board governance. It has been observable in audit committees’ increased participation in financial reporting, the expanding application of boards’ knowledge about the firm to strategic advising and to executive compensation decisions, and boards’ greater role in decision-making about risk management, legal compliance, and ESG matters. To capture the board’s investment in data gathering, deliberation, and reporting processes as constitutive of the firm’s status, and the board’s strategic management and authoritative deployment of knowledge and communication, we label this new board governance “informational governance.” Informational governance includes a robust role for corporate boards in communicative action—the active creation and deployment of the firm’s self-knowledge—recognizing an important, value-creating role for boards that has long been discouraged by the “monitoring board” conceit. Focusing on informational governance helps sharpen our understanding of the board’s role in corporate strategy, an overlooked subject in the corporate law literature, but one that has assumed new importance in the postpandemic era. We identify some areas in which the law is likely to evolve as this new, technologically-enhanced, information-rich paradigm continues to cohere.
这篇文章描绘了20世纪两种主要的公司治理范式的衰落:代理成本理论,它产生了有限的“监督委员会”,以及“独立领域”理论,它把除利润以外的所有问题都推迟到政府监管的考虑。反复出现的股市崩盘和对冲基金的激进主义暴露了代理成本理论的局限性。全球流行病和金融危机,投资者对企业社会责任和管理的要求,以及企业自身对政治进程的参与,使得独立领域的思考几乎无关紧要。我们认为,尽管许多公司法理论仍然受到这两种范式的约束,但董事会治理的实践在很大程度上已经超越了它们。特别是2019冠状病毒病大流行带来的经济冲击,使上市公司董事会进入了高速运转状态,迫使他们超越股价,充分发挥公司收集和综合信息的能力,并积极指挥公司的内部和外部沟通系统。即使在全球大流行对公司董事会提出更高要求之前,在新的法律要求、行业最佳实践、委员会章程、信托责任和投资者对更积极的董事会治理的要求的推动下,基于信息的治理趋势就已经在进行中。审计委员会越来越多地参与财务报告,董事会对公司的了解越来越多地应用于战略咨询和高管薪酬决策,董事会在风险管理、法律合规和ESG事务决策中发挥了更大的作用,这些都可以观察到这一点。为了将董事会在数据收集、审议和报告过程中的投资作为公司地位的组成部分,以及董事会的战略管理和知识和沟通的权威部署,我们将这种新的董事会治理称为“信息治理”。信息治理包括公司董事会在沟通行动中发挥强有力的作用——积极创造和部署公司的自我认识——认识到董事会长期以来被“监督董事会”自负所阻碍的重要的、创造价值的作用。关注信息治理有助于加深我们对董事会在公司战略中的作用的理解,这是公司法文献中被忽视的一个主题,但在大流行后时代,它被赋予了新的重要性。随着这种新的、技术增强的、信息丰富的范式继续凝聚,我们确定了法律可能演变的一些领域。
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引用次数: 1
Turning Board Sustainability Aspirations into Action 将董事会的可持续发展愿望转化为行动
Pub Date : 2020-02-11 DOI: 10.2139/ssrn.3536342
N. Smith, Ron Soonieus
Boards are key to unlocking substantive action by firms on sustainability. We clarify their potential role and show how and why they are failing to deliver on that role and what can be done about it. We start by highlighting the importance of board engagement as a driver of sustainability and then report research evidence of limited board attention to the topic. This is short-sighted given the significance of sustainability but also as a matter of good corporate governance. Nonetheless, recent survey research provides encouraging evidence to suggest that many boards have the right aspirations when it comes to sustainability—they are convinced it is a strategic necessity. Often, however, they do not have what is required in terms of the people, knowledge and tools to turn those aspirations into meaningful action. Our in-depth interviews with board directors examined the obstacles to board attention to sustainability from inside the boardroom, including the characteristics of board members themselves. We identified five board sustainability archetypes: The Deniers, The Hard-headed, The Well-Meaning, The Complacent, and The True Believers. We characterize each archetype and explain how they can be identified by executives or consultants working with the board or by board members themselves. We offer recommendations for how to respond to the different archetypes and how more generally boards can advance the sustainability agenda.
董事会是推动企业在可持续发展方面采取实质性行动的关键。我们阐明他们的潜在作用,并说明他们如何以及为什么未能履行这一作用,以及可以为此做些什么。我们首先强调了董事会参与作为可持续发展驱动力的重要性,然后报告了董事会对该主题关注有限的研究证据。考虑到可持续性的重要性,以及良好的公司治理问题,这种做法是短视的。尽管如此,最近的调查研究提供了令人鼓舞的证据,表明许多董事会在可持续发展方面的抱负是正确的——他们相信这是一种战略需要。然而,它们往往不具备将这些愿望转化为有意义的行动所需的人员、知识和工具。我们对董事会成员进行了深入访谈,从董事会内部考察了阻碍董事会关注可持续发展的因素,包括董事会成员自身的特点。我们确定了五种董事会可持续发展的原型:否认者、头脑冷静者、善意者、自满者和真正的信徒。我们描述了每个原型,并解释了与董事会合作的高管或顾问或董事会成员自己如何识别它们。我们就如何应对不同的原型以及董事会如何更普遍地推进可持续发展议程提供了建议。
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引用次数: 2
Board Meeting, Loss, and Corporate Social Responsibility Disclosure 董事会会议、亏损与企业社会责任披露
Pub Date : 2020-01-22 DOI: 10.9770/jssi.2020.9.j(11)
I. Harymawan, Dian Agustia, Pudyas Aprilia Dwi, M. C. Ratri
The purpose of this study is to analyze how the meeting of the board of commissioners and board of directors affect the level of corporate social responsibility disclosure. This study uses 251 observations from 71 companies listed on the Indonesia Stock Exchange (IDX) in the period 2010-2017. This study finds that the board of commissioners meeting does not affect corporate social responsibility disclosure (CSRD), but the board of directors meeting has a negative and significant effect on CSRD. Furthermore, this study finds that loss suffered by company does not affect CSRD. However, the loss suffered by company can mitigate the negative relationship between the board of directors meeting and CSRD. For companies, managers, and shareholders, this study can show how to manage the frequency of board meeting effectively, especially when the company is experiencing loss. This research shows that the frequency of board meeting becomes effective when the company suffers loss. © General Jonas Zemaitis Military Academy of Lithuania.
本研究的目的是分析董事会会议和董事会如何影响企业社会责任披露水平。本研究使用了2010-2017年期间在印度尼西亚证券交易所(IDX)上市的71家公司的251项观察结果。本研究发现,董事会会议不影响企业社会责任披露,但董事会会议对企业社会责任披露有显著的负向影响。此外,本研究发现公司遭受的损失并不影响企业社会责任发展。然而,公司所遭受的损失可以缓解董事会会议与CSRD之间的负向关系。对于公司、管理者和股东来说,本研究可以说明如何有效地管理董事会会议的频率,特别是在公司亏损的情况下。研究表明,董事会的召开频率在公司亏损时才会生效。©立陶宛乔纳斯·泽马蒂斯将军军事学院。
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引用次数: 5
Monitoring the Monitor: Distracted Institutional Investors and Board Governance 监督监控器:分散注意力的机构投资者与董事会治理
Pub Date : 2019-11-15 DOI: 10.2139/ssrn.2934755
Claire Liu, A. Low, Ronald W. Masulis, Le Zhang
Boards are crucial to shareholder wealth. Yet little is known about how shareholder oversight affects director incentives. Using exogenous shocks to institutional investor portfolios, we find that institutional investor distraction weakens board oversight. Distracted institutions are less likely to discipline ineffective directors with negative votes. Consequently, independent directors face weaker monitoring incentives and exhibit poor board performance; ineffective independent directors are also more frequently appointed. Moreover, we find that the adverse effects of investor distraction on various corporate governance outcomes are stronger among firms with problematic directors. Our findings suggest that institutional investor monitoring creates important director incentives to monitor.
董事会对股东财富至关重要。然而,对于股东监督如何影响董事激励,人们知之甚少。通过对机构投资者投资组合的外生冲击,我们发现机构投资者的分散削弱了董事会的监督。分心的机构不太可能用否决票惩罚效率低下的董事。因此,独立董事面临的监督激励较弱,董事会绩效较差;效率低下的独立董事的任命也更为频繁。此外,我们还发现,在存在问题董事的公司中,投资者分心对各种公司治理结果的不利影响更大。我们的研究结果表明,机构投资者的监督产生了重要的董事监督激励。
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引用次数: 73
Effective Risk Oversight in a Changing World: Principles and Guidance for Board Risk Committees and Risk Functions in the UK Financial Services Sector (Response to the Risk Coalition Consultation) 变化世界中的有效风险监督:英国金融服务业董事会风险委员会和风险职能的原则和指导(对风险联盟咨询的回应)
Pub Date : 2019-09-16 DOI: 10.2139/ssrn.3460587
Sean Lyons
In June 2019 the Risk Coalition published a consultation document of their principles and guidance for board risk committees and risk functions in the UK financial services sector. This draft document entitled "Effective Risk Oversight in a Changing World" was open for public comment until 20th September 2019 and the Risk Coalition plans to issue the final version of the guidance in December 2019. The Risk Coalition aspires to improve risk governance and risk management in the UK financial services sector by providing clear and authoritative principle-based guidance. This guidance sets out to (a) develop a common understanding of the purpose and remit of board risk committees and risk functions, (b) raise expectations and promote good practice of risk oversight in UK financial services, and (c) provide a benchmark against which board risk committees and risk functions can be objectively assessed. This submission provides comments to address the risk oversight issue from two distinct perspectives: 1. General Observations This section addresses the following issues in the context of risk oversight: (a) the requirement for holistic risk oversight, and (b) delivering a holistic risk oversight framework 2. Response to Specific Questions This section provides feedback in relation to the specific consultation questions outlined by the Risk Coalition in the consultation document. Post-mortem investigations into the causes of ongoing corporate fiascos and financial scandals continue to identify both failures in corporate governance and poor risk management as major contributors. I welcome the initiative to provide clear and authoritative principles-based guidance in the area of risk governance, risk oversight, and risk management. Improved risk oversight can have a very important role to play in helping to better safeguard stakeholder interests going forward. The comments included in this submission are therefore intended to be a constructive attempt to contribute to the further improvement of the consultation document prior to being finalised.
2019年6月,风险联盟发布了一份关于董事会风险委员会和英国金融服务业风险职能的原则和指南的咨询文件。这份题为“在不断变化的世界中有效的风险监督”的文件草案将于2019年9月20日之前公开征求公众意见,风险联盟计划于2019年12月发布指南的最终版本。风险联盟致力于通过提供明确和权威的基于原则的指导,改善英国金融服务部门的风险治理和风险管理。本指南旨在(a)建立对董事会风险委员会和风险职能的目的和职权范围的共同理解,(b)提高期望并促进英国金融服务风险监督的良好实践,以及(c)提供一个基准,以客观评估董事会风险委员会和风险职能。本意见书从两个不同的角度提供了解决风险监督问题的意见:1。本节阐述了风险监督背景下的以下问题:(a)全面风险监督的要求,以及(b)提供全面风险监督框架。对具体问题的回应本节提供了与风险联盟在咨询文件中概述的具体咨询问题相关的反馈。对持续不断的企业惨败和财务丑闻的原因进行的事后调查继续确定,公司治理失败和风险管理不善是主要原因。我欢迎在风险治理、风险监督和风险管理领域提供明确和权威的原则性指导的倡议。改进风险监督可以在帮助更好地保护利益相关者的利益方面发挥非常重要的作用。因此,本意见书所载的意见是一种建设性的尝试,以期在定稿前进一步改进咨询文件。
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引用次数: 0
Corporate Governance in the Shipping Industry: Board Interlocks and Agency Conflicts 航运业的公司治理:董事会连锁与代理冲突
Pub Date : 2019-08-05 DOI: 10.1108/CG-07-2018-0224
A. Andrikopoulos, Andreeas Georgakopoulos, A. Merika, A. Merikas
PurposeThis paper aims to explore the effect of interlocking directorates on agency conflicts and corporate performance in the shipping industry.Design/methodology/approachThe authors use social network analysis to discover central nodes in the network of personal and corporate connections in an international sample of 110 listed shipping companies.FindingsAssessing network structure, the authors find that the network of corporate leaders is denser than the network of shipping companies. The network of shipping companies is populated with many isolated nodes; the network of shipping executives and directors is populated with many cohesive groups in which the longest distance between two corporate leaders is two companies. The authors find that interlocking corporate leadership can help resolve agency conflicts in the shipping industry, bearing a negative effect on the magnitude of agency costs. The extent of leadership overlaps is associated with board size, financial leverage and profitability. The relationship between profits and interlocks is bidirectional, implying that interlocking directorates bear a positive effect on asset returns.Originality/valueThe authors map the relational structures in the social networks of companies and company leaders in the shipping industry and discover the cross-sectional determinants of interlocks in the shipping industry. The finding about the effect of interlocks on profitability and agency costs bears policy implications for the design of corporate governance in the shipping industry.
目的本文旨在探讨连锁董事对航运业代理冲突和公司绩效的影响。设计/方法/方法作者利用社会网络分析在110家国际上市航运公司的样本中发现个人和企业联系网络的中心节点。在评估网络结构时,作者发现企业领导者的网络比航运公司的网络更密集。航运公司的网络中有许多孤立的节点;航运业高管和董事的网络中充斥着许多凝聚力很强的团体,在这些团体中,两位企业领导人之间距离最长的是两家公司。研究发现,环环相扣的企业领导有助于解决航运业的代理冲突,并对代理成本的大小产生负向影响。领导层重叠的程度与董事会规模、财务杠杆和盈利能力有关。利润与连锁董事之间的关系是双向的,这意味着连锁董事对资产收益具有正向影响。原创性/价值作者绘制了航运业中公司和公司领导者的社会网络中的关系结构,并发现了航运业中连锁的横截面决定因素。关于连锁效应对盈利能力和代理成本影响的研究结果对航运业公司治理的设计具有政策意义。
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引用次数: 10
期刊
CGN: Board Decision-Making (Topic)
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