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Research summary: Though research has focused on the ascent and acceptance of female CEOs, the post-promotion circumstances female CEOs face remain unclear. In this study, we focus on a critical post-promotion circumstance: the board chair-CEO relationship. Drawing on the gender stereotype literature, agency theory, and stewardship theory, we posit that firms appointing a female CEO are more likely to adopt a collaboration board chair orientation and less likely to adopt a control orientation. We further predict this effect is attenuated by female board representation. Using a sample of new S&P 1500 CEOs, we find support for our predictions regarding the collaboration orientation but not the control orientation. This research provides some evidence of benevolent sexism in the boardroom, with female directors acting as a countervailing influence. Managerial summary: Whereas the notion that females encounter a glass ceiling on their path toward CEO is well documented, the conditions female CEOs encounter after promotion are less understood. The relationship between the board chair and the CEO is one important post-promotion condition. Board chairs can focus on monitoring and/or working together with the CEO. We suggest board chairs are more likely to work in close collaboration with female CEOs than with male CEOs. We attribute this to benevolent sexism, which explains that board chairs are more likely to collaborate with female CEOs because they view females as more conducive to, and in need of, this type of relationship. We also suggest this benevolent sexism is less prevalent when there are more females on the board.

Research summary: Scholars have traditionally conceptualized board leadership as a dichotomous construct. A combined CEO and board chair position is interpreted as reflecting a more collaborative approach to corporate governance, whereas separate positions are interpreted as ensuring greater board control. I challenge this conceptualization and posit that a separate board chair can be oriented toward collaboration as well as—or in place of—control. I analyze newly available data from corporate proxy statements to identify these two board chair orientations and test competing perspectives on how they impact profitability growth in a sample of S&P 500 firms. The results indicate that board leadership is a more nuanced phenomenon than the extant literature would suggest. Managerial summary: What is the role of the board chair when not the CEO? Corporate governance experts assert the board chair's role is to monitor and control the CEO. Yet, board chairs often play another, more collaborative role. Board chairs frequently provide advice and guidance to CEOs and relieve CEOs of board leadership burdens, enabling the CEOs to focus on their primary responsibilities. In this study, I examine the effect of board chair orientations on financial performance and find that, as with separating or joining the CEO and board chair positions, the profitability implications of the selected orientation are far from universal. Board chairs must consider their firm's performance context in order to get the most out of a particular approach to being the CEO's boss.

Research summary: Many boards view their chairs as valuable resources. We predict that whether a board adopts such a view depends on the board chair's human and social capital. Data from S&P 500 firms suggest that while a board chair's human capital increases the probability that the board views him or her as a resource, social capital has no overall effect. In a post-hoc investigation, however, we find the board chair's independence to be an important boundary condition for the effect of social capital. With this exploratory research, we aim to spur research devoted specifically to board chairs. Such research will become increasingly important over time as firms continue to separate their CEO and board chair positions. Managerial summary: The purpose of this research was to determine the factors that lead a board of directors to view its chair as a valuable resource. We expected that board chairs with high human and social capital would be more likely to be viewed as a resource by their colleagues. Surprisingly, only human capital exhibited such an effect overall. Social capital increases the likelihood a chair is viewed as a resource when the chair is independent, but actually decreases the likelihood a chair is viewed as a resource when the chair is either the current or former CEO. These results suggest that boards generally value human capital in their chairs, but view social capital through a somewhat more complex lens. We explore the possible implications of these findings in the article.

This study investigates the influence of board chairman characteristics on the level of real earnings management for listed firms with the lowest positive earnings on the Main Market of Bursa Malaysia. Based on the Ordinary Least Square regression, the findings indicate that board chairman independence and real earnings management have a significant positive association. However, BC’s age, on the other hand, was found to be strongly connected with a lesser degree of real earnings management. Other board chairman characteristics, including tenure, ethnicity, and family membership, did not have a significant influence on the level of real earnings management. In general, the findings are robust and compatible with numerous assumptions, such as incorporating the year dummy variable and eliminating the accruals earnings management control variable. These findings highlight the inconsistent effect of each characteristic of the board chairman. Furthermore, it seems that the board chairman’s characteristics examined in the study are not efficient, except for the board chairman’s age, in reducing the real earnings management where results may be different if the board chairman is a female director. The use of comprehensive characteristics of the board chairman together in one model in this study is novel. However, it can inform policy-makers, firms’ owners, stakeholders, as well as scholars, of the need for improving the board chairman’s role in protecting the firm from real earnings activities, where it has been observed that 97% of the boards of the firms’ are chaired by male directors.

According to research, accounting narratives are frequently utilized and valued in the investing choices of both individual and institutional investors. Nevertheless, slight study has examined on the association between internal corporate governance mechanisms and impression management (IM). Rely on theories like agency and signaling, this research investigates the impact of board chairman qualities, characteristics of board of director, ownership structure and characteristics of audit committee on IM. The research population consists of non-financial Malaysian companies listed on Bursa Malaysia's Main Market. The study uses ordinary least squares (OLS) regression to test the direct relationships directors' chairman characteristics and impression management. Moreover, robustness and sensitivity test were used to examine the effectiveness of chairman characteristics with IM. This study finds that board of directors' characteristics has significant association with IM. Moreover, characteristics of board chairman, audit committee and ownership structure has impact significant on IM. In addition, this study demonstrates that the effectiveness of the chairman and board of directors has a considerable impact on IM. Giving the right parties-policymakers, standard-setters, and regulatory bodies-a reference point to use as they work to enhance the caliber of financial reporting quality (FRQ) and corporate governance practices in light of the study's findings aids in raising awareness of IM practices and internal corporate governance mechanisms among Malaysian listed companies.

This study examines the association between the board chairman's (BC's) characteristics (independence, age, ethnicity, tenure, family membership, dual chair with nomination committee (NC), dual chair with remuneration committee (RC)) and the firm's financial stability. The Altman (1993) Z-Score indicator was used to determine the financial stability of Malaysian suspect-listed firms, i.e., firms with lowest positive earnings for the years 2013-2015. Ordinary Least Square regression indicates that only the age and tenure of the BC are associated with high financial stability. This means that the chairman's age and tenure could protect the company against financial distress. However, the results showed a negative effect of the BC's ethnicity, family membership and dual chair with the NC on the firm's financial stability. These results, in general, are similar to the Feasible Generalized Least Squares regression and other robustness tests. This study is the first to investigate the influence of the board chairman's characteristics on the firm's financial stability. Thus, it alerts policymakers, firms and their stakeholders, as well as researchers, to the importance of strengthening the board chairman's characteristics to protect the company against financial distress, especially in emerging countries such as Malaysia, where it has been observed that the board chairman attempts to dominate the entire firm's decisions.

Purpose This study aims to reconcile some of the conflicting results in prior studies of the board structure–firm performance relationship and to evaluate the effectiveness and applicability of agency theory in the specific context of Italian corporate governance practice. Design/methodology/approach This research applies a dynamic generalised method of moments on a sample of Italian listed companies over the period 2003-2015. Proxies for corporate governance mechanisms are the board size, the level of board independence, ownership structure, shareholder agreements and CEO–chairman leadership. Findings While directors elected by minority shareholders are not able to impact performance, independent directors do have a non-linear effect on performance. Board size has a positive effect on firm performance for lower levels of board size. Ownership structure per se and shareholder agreements do not affect firm performance. Research limitations/implications This paper contributes to the literature on agency theory by reconciling some of the conflicting results inherent in the board structure–performance relationship. Firm performance is not necessarily improved by having a high number of independent directors on the board. Ownership structure and composition do not affect firm performance; therefore, greater monitoring provided by concentrated ownership does not necessarily lead to stronger firm performance. Practical implications This paper suggests that Italian corporate governance law should improve the rules and effectiveness of minority directors by analysing whether they are able to impede the main shareholders to expropriate private benefits on the expenses of the minority. The legislator should not impose any restrictive regulations with regard to CEO duality, as the influence of CEO duality on performance may vary with respect to the unique characteristics of each company. Originality/value The results enrich the understanding of the applicability of agency theory in listed companies, especially in Italy. Additionally, this paper provides a comprehensive synthesis of research evidence of agency theory studies.

This instructional case study based on historical data is intended for learners to examine critical incidents that led to conflict among the board of directors, board chair, and executive director of a nonprofit cultural arts organization, which is located in a major metropolitan region of the United States. The data collection methods for this study included archived meeting minutes, memorandums, field notes by the former executive director, and semi-structured interviews with nonprofit colleagues who were executive directors at other organizations during the study period. This instructional case study reveals multiple key departures from board governance policies and normative practices that led to board, board chair, and executive director conflict, resulted in organizational instability, and culminated in the firing of the executive director and resignation of the board chair. Additionally, this case provides an opportunity for learners to gain an enhanced understanding of ethical board practices and the value of community constituency involvement in broader governance processes.

We develop computational methods for solving the martingale optimal transport (MOT) problem—a version of the classical optimal transport with an additional martingale constraint on the transport’s dynamics. We prove that a general, multi-step multi-dimensional, MOT problem can be approximated through a sequence of linear programming (LP) problems which result from a discretization of the marginal distributions combined with an appropriate relaxation of the martingale condition. Further, we establish two generic approaches for discretising probability distributions, suitable respectively for the cases when we can compute integrals against these distributions or when we can sample from them. These render our main result applicable and lead to an implementable numerical scheme for solving MOT problems. Finally, specialising to the one-step model on real line, we provide an estimate of the convergence rate which, to the best of our knowledge, is the first of its kind in the literature.

Purpose This study aims to examine the extent to which board characteristics and ownership structure affect firm performance with specific focus on providing new empirical insights following the revised corporate governance (CG) code 2012. Design/methodology/approach This study uses a sample of non-financial firms listed on Pakistan Stock Exchange (PSX)-100 index for the years 2011-2014. Firm performance is measured by accounting-based performance indicators (ROA and ROE) and market-based performance indicators (Tobin’s Q and MTB). This study uses multivariate regression techniques including fixed effects model and two-stage least squares (2SLS). Findings The findings show that board diversity increases over the two periods (pre-2012 and post-2012), whereas there are cases that companies have not fully complied with the revised CG code 2012 in terms of board independence. In addition, the multiple regression results show that firm performance is negatively and significantly associated with institutional ownership. Nevertheless, the results show that board size, board independent, board diversity and board meetings do not have significant impact on firm performance. The findings are fairly consistent and robust across two periods (pre-2012 and post 2012) and a number of econometric models that sufficiently address the potential endogeneity problems. Originality/value To the best of the authors’ knowledge, this is the first empirical study which investigates the impact of the compliance and implementation of 2012 CG code on firm performance in Pakistan. This study is different from the most prior studies in that they use independent non-executive directors rather than conventional non-executive directors to measure board independence.