Corporate Governance-An International Review最新文献

{"title":"Long-term value versus short-term profits: When do index funds recall loaned shares for voting?","authors":"Haoyi (Leslie) Luo,&nbsp;Zijin (Vivian) Xu","doi":"10.1111/corg.12576","DOIUrl":"10.1111/corg.12576","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>In this paper, we examine the effects of share lending or recall on proxy voting, with a particular focus on the role of index funds.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Our study reveals that higher index ownership in a firm is associated with an increased likelihood of share recall, particularly in the presence of higher institutional ownership, lower past return performance, smaller firm size, and when more shares are held by younger fund families with higher turnover ratios or higher management fees. Using the Russell 1000/2000 Index reconstitution as an exogenous shock, we establish a causal relationship between index ownership and share recall through instrumental variable (IV) analysis. Furthermore, we find a positive correlation between index ownership and share recall for proxy voting proposals related to compensation, director election, and those sponsored by management. In subsequent proxy votes, shareholder-sponsored proposals and environmental, social, and governance (ESG) proposals receive more support in firms with higher index ownership, especially when share recall is more prevalent. Our analysis does not provide evidence to support the conjecture that firms with higher index ownership are more vulnerable to empty voting issues.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our study enhances the understanding of how index funds recall shares during proxy voting and the impact of index ownership on voting outcomes. The findings support the practice of index funds recalling shares to actively engage in proxy voting, effectively addressing the conflict between short-term profit-seeking through securities lending and long-term governance responsibilities.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>We contribute to a better understanding of the role of index funds in corporate governance and shed light on the consequences of securities lending in proxy votes. These findings have important implications for investors, policymakers, and market participants in managing the potential conflicts arising from securities lending activities and promoting effective corporate governance practices.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 5","pages":"856-889"},"PeriodicalIF":4.6,"publicationDate":"2024-02-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12576","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139771484","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The lines that divide: Board demographic faultlines and proactive environmental strategy","authors":"Claudia Arena,&nbsp;Nicolas Garcia-Torea,&nbsp;Giovanna Michelon","doi":"10.1111/corg.12570","DOIUrl":"10.1111/corg.12570","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Manuscript Type</h3>\u0000 \u0000 <p>The manuscript is of an empirical nature.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>The current ecological crisis requires boards of directors to tackle environmental concerns and manage dependencies with the external environment in highly dynamic conditions. Proactive environmental strategies (PESs) seek to establish alternative and innovative processes and products that create new market opportunities. By mobilizing the notion of board demographic faultlines, we investigate their link with PESs and the influence of the internal board dynamics and environmental factors on this relationship.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>The multilevel regression analysis of a 7-year sample of UK boards reveals that demographic faultlines hinder their information processing in adopting PESs. The results also show that the negative relationship between demographic faultlines and PESs is attenuated by the social similarity of the CEO and chair in the same subgroup and by the financial materiality of the natural environment.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>This study draws on faultline theory to analyze how the structure of board diversity through the alignment of multiple directors' demographic attributes affects board dynamics by creating polarized boards that shape sustainability decisions. This study underscores the disruptive effect of having socially distanced subgroups within the board and the salience of board leaders' social similarity and environmental factors in attenuating their dysfunctional effects.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Board diversity is considered key to improving board decision-making. By situating our empirical investigation in a country with a corporate governance model that fosters diversity in a dual leadership board structure that has influenced other countries' governance models, this study provides insights for policymakers and market participants on the unintended effects of the global call for board diversity on firms' proactive environmental stance. Our results call for establishing procedures to incentivize board socialization and facilitate directors' information processing.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 5","pages":"833-855"},"PeriodicalIF":4.6,"publicationDate":"2024-02-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12570","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139771326","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The board gender diversity imitation game: Uncovering the resistant boards that refuse to play","authors":"Ruth Mateos de Cabo,&nbsp;Ricardo Gimeno,&nbsp;Patricia Gabaldón,&nbsp;Pilar Grau","doi":"10.1111/corg.12568","DOIUrl":"10.1111/corg.12568","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research question/issue</h3>\u0000 \u0000 <p>This study examines the influence of group behavior on board gender diversity and identifies obstacles to its diffusion. It investigates whether boards are influenced by group behavior in determining their gender composition and explores barriers that impede the diffusion process.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research findings/insights</h3>\u0000 \u0000 <p>Analyzing a network of over 18,000 US-listed boards observed over 20 years, we find a pattern of mimetic behavior, whereby boards imitate the proportion of women on boards (WoB) among their directly tied boards. We also identify resistant firms with low representation of women on their boards. Our findings suggest that, among those boards, there are heavily male-dominated boards resisting the appointment of women, even when surrounded by women directors among their tied boards. The diffusion of board gender diversity is slowed down by these resistant boards, hindering the overall progress in increasing gender diversity within the board network.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/academic implications</h3>\u0000 \u0000 <p>This research contributes insights into group behavior and resistance in board gender diversity. Adopting a network theory lens, our study sheds light on interactions between firms and their connected companies in terms of imitation practices. Drawing on social identity theory, we highlight the significance of the resistance to increasing women's representation exhibited by some boards.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/policy implications</h3>\u0000 \u0000 <p>Resistant boards, despite group pressure, slow down the diffusion of board gender diversity within the network, leading to overall stagnation. Understanding the sources of resistance allows an exploration of alternative measures to promote diversity without rigid mandates.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 5","pages":"814-832"},"PeriodicalIF":4.6,"publicationDate":"2024-02-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12568","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139771672","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The transaction cost implications from business angel ownership in the Caribbean","authors":"Bruce Hearn,&nbsp;Venancio Tauringana,&nbsp;Collins Ntim","doi":"10.1111/corg.12571","DOIUrl":"10.1111/corg.12571","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research question/issue</h3>\u0000 \u0000 <p>This is a study of the relationship between business angel retained ownership in investee firms across the Caribbean region and their informational asymmetry costs captured in bid-ask spreads.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research findings/insights</h3>\u0000 \u0000 <p>We find business angel ownership to be associated with a reduction in transaction costs or bid-ask spreads. However, this is reversed leading to increasing transaction costs following moderation by whether the investee firm has a subsidiary located within an offshore jurisdiction and separately if the investee firm adopts higher levels of Anglo-American shareholder value corporate governance.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/academic implications</h3>\u0000 \u0000 <p>We undertake a novel application of incomplete contracting theory in theorizing the influence of ownership of business angels on the transaction costs of their investee firms. We extend and contribute to theory development through consideration of the presence of investee firm's subsidiary located in offshore financial centers within the firm's corporate network and the degree to which it adopts Anglo-American shareholder value corporate governance. In the former, we argue business angels are more prone to collaborate with firm insiders to the detriment of outside minority investors given the enhanced opacity and shift in incentives. In the latter, we argue the incongruity between business angels, insiders, and outside minority expectations regarding the adoption of shareholder value governance also leads to elevated transaction costs.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/policy implications</h3>\u0000 \u0000 <p>Business angel finance is widely lauded as a potential source of development capital within regional and developing economies with the potential to rejuvenate otherwise moribund entrepreneurial ecosystems and business sectors. Our study yields important findings relevant for practitioners in formulating development policy nurturing the development of indigenous economies through enhanced business angel participation. It also considers the moderating influence of firm's adoption of Anglo-American shareholder value corporate governance and whether the firm has a related party located in an offshore financial center, something of profound importance in regions comprising offshore financial centers.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 5","pages":"786-813"},"PeriodicalIF":4.6,"publicationDate":"2024-01-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12571","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139580585","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"CGIR Special Issues","authors":"","doi":"10.1111/corg.12574","DOIUrl":"https://doi.org/10.1111/corg.12574","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"157-158"},"PeriodicalIF":5.3,"publicationDate":"2024-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139550472","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Chief Executive Officers With A Cause? CEO Activism And Firms’ Governance, Strategy, And Performance","authors":"","doi":"10.1111/corg.12575","DOIUrl":"https://doi.org/10.1111/corg.12575","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"159-167"},"PeriodicalIF":5.3,"publicationDate":"2024-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139550473","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"CGIR Review Issue 2024","authors":"","doi":"10.1111/corg.12573","DOIUrl":"https://doi.org/10.1111/corg.12573","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 1","pages":"156"},"PeriodicalIF":5.3,"publicationDate":"2024-01-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139550471","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Board co-option and corporate environmental orientation: New insights from the waste management perspective","authors":"Ammar Ali Gull,&nbsp;Hoa Luong,&nbsp;Muhammad Nadeem","doi":"10.1111/corg.12567","DOIUrl":"10.1111/corg.12567","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>We investigate the impact of board co-option on corporate environmental orientation from the perspective of waste management. As waste presents damaging effects on the natural environment, climate change, and human health, businesses assume an ethical responsibility to conduct their operations in a sustainable and responsible manner.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>Employing firm-level waste production data, we document a significant negative relationship between board co-option and waste generation, suggesting that co-opted directors help firms reduce their waste—a finding that also carries economic significance. The cross-sectional analyses reveal that the relationship only holds when a CEO does not chair the board and has a shorter tenure. Furthermore, we find that the board co-option–waste management relationship is stronger in environmentally sensitive industries and is mainly driven by the manufacturing firms. We perform a battery of analyses to rule out endogeneity concerns and check for the robustness of our results. The channel test reveals that CEOs of firms with higher waste management face lower performance-induced turnover, particularly when working with co-opted boards. Finally, we also find that co-option-induced waste management initiatives ultimately increase firms' economic value.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>We document that co-opted boards may enhance firms' waste management practices by reducing performance-induced CEO turnover. Thus, we make important contributions to the corporate governance and environmentalism strands of the literature by highlighting the bright side of board co-option for waste reduction initiatives.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Our study provides vital policy implications for regulators and top management teams against the background of public outcry and social pressure to mitigate the damage to the environment and calls for ethical business practices.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 5","pages":"758-785"},"PeriodicalIF":4.6,"publicationDate":"2024-01-16","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12567","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139501370","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Corporate Governance and Evolving Corporate Disclosures: Global Challenges and Opportunities for Research and Policy","authors":"","doi":"10.1111/corg.12565","DOIUrl":"https://doi.org/10.1111/corg.12565","url":null,"abstract":"<p>No abstract is available for this article.</p>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"31 6","pages":"994-1002"},"PeriodicalIF":5.3,"publicationDate":"2023-11-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138431848","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Millennial managers","authors":"Ellie Luu,&nbsp;Silvina Rubio","doi":"10.1111/corg.12564","DOIUrl":"10.1111/corg.12564","url":null,"abstract":"<div>\u0000 \u0000 \u0000 <section>\u0000 \u0000 <h3> Research Question/Issue</h3>\u0000 \u0000 <p>This paper investigates whether and how millennial mutual fund managers differ from managers born in other generations in terms of environmental, social, and governance (ESG) orientation in portfolio choices and voting decisions.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Research Findings/Insights</h3>\u0000 \u0000 <p>We find that millennial mutual fund managers hold portfolios that are more ESG oriented than do managers from other generations, consistent with anecdotal evidence suggesting that millennials are more driven by purpose than profits. Our findings suggest that the observed relationship is stronger when managers have more discretion over portfolio choices, that is, in active funds and funds with lower flow-performance sensitivity. Furthermore, we find that millennial managers respond more strongly to social movements by reallocating assets into more socially conscious firms. We also find that millennial managers are more supportive of environmental proposals when their outcome is contested.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Theoretical/Academic Implications</h3>\u0000 \u0000 <p>Our paper shows how cultural, political, and economic events, including social movements experienced by people of the same age cohort, shape preferences and beliefs and result in different investment strategies and voting among mutual fund managers. We also show how institutional constraints might limit managers' ability to impose their own preferences when investing or voting their shares.</p>\u0000 </section>\u0000 \u0000 <section>\u0000 \u0000 <h3> Practitioner/Policy Implications</h3>\u0000 \u0000 <p>Millennials are increasingly replacing older generations in managerial roles and investing in the stock market due to wealth transfers from their parents. This study offers insights to policymakers and investors interested in understanding the drivers of ESG investment.</p>\u0000 </section>\u0000 </div>","PeriodicalId":48209,"journal":{"name":"Corporate Governance-An International Review","volume":"32 4","pages":"732-755"},"PeriodicalIF":4.6,"publicationDate":"2023-10-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/corg.12564","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135169238","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}