This Research Spotlight provides a summary of the academic literature on whether companies with an independent chairman of the board exhibit better governance quality than companies with a dual chairman/CEO.
It reviews the evidence of:
• The relation between independent chair and market value
• Shareholder reaction to a decision to separate chairman and CEO roles
• Separation during the succession process
• Separation to improve oversight
• The impact of separation on performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Seven Myths of Boards of Directors
David F. Larcker and Brian Tayan
September 30, 2015
Corporate governance experts pay considerable attention to issues involving the board of directors. Because of the scope of the board’s role and the vast responsibilities that come with directorship, companies are expected to adhere to common best practices in board structure, composition, and procedures. While some of these practices contribute to board effectiveness, others have been shown to have no or a negative bearing on governance quality.
We review seven commonly accepted beliefs about boards of directors:
1. The chairman should be independent
2. Staggered boards are bad for shareholders
3. Directors that meet NYSE independence standards are independent
4. Interlocked directorships reduce governance quality
5. CEOs make the best directors
6. Directors have significant liability risk
7. The failure of a company is the board’s fault
We ask:
• Why isn’t more attention paid to board processes rather than structure?
• Why aren’t more governance practices voluntary rather than required?
• Would flexible standards lead to better solutions or more failures?
• When do directors deserve the blame for a company’s failure and when is it the fault of management, the marketplace, or luck?
• How can shareholders more effectively monitor board performance?
Staggered Boards
Authors: Professor David F. Larcker and Brian Tayan,
Researcher, Corporate Governance Research Initiative
Stanford Graduate School of Business
This Research Spotlight provides a summary of the academic literature on how staggered boards impact shareholder value by insulating management from the pressures of capital markets.
It reviews the evidence of:
-Staggered board provisions in IPO charters
-The impact of staggered boards on merger activity
-The relation between staggered boards and market value
-Shareholder reaction to a decision to (de)stagger a board
-Firm outcomes following a decision to (de)stagger a board
This Research Spotlight expands upon issues introduced in the Quick Guide “The Market for Corporate Control.”
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
This case examines seven commonly accepted myths about corporate governance. How can we expect managerial behavior and firm performance to improve, if practitioners continue to rely on myths rather than facts to guide their decisions?
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2016
Download
This Research Spotlight provides a summary of the research literature on whether companies with diverse boards (in terms of background, gender, or ethnicity) exhibit better performance and governance quality than companies without diverse boards.
It reviews the evidence of:
The relation between diversity and corporate performance
The relation between diversity and compensation
The relation between diversity and governance quality
The impact of mandatory quotas
The impact of diversity on group performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Authors: Professor David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Initiative, Stanford Graduate School of Business
Other organizational structures exist besides public corporations. Examples include family-controlled businesses, venture-backed companies, private equity-owned businesses, and nonprofit organizations. Each of these faces their own issues relating to purpose, ownership, and control.
This Quick Guide reviews the governance features adopted by these entities.
It provides answers to the questions:
• What are the purposes of these organizations?
• What governance solutions do they adopt?
• How effective are they in meeting their objectives?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
This Data Spotlight provides data and statistics on the attributes of boards of directors of publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
By David Larcker and Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), Stanford Graduate School of Business, October 2016.
This Research Spotlight provides a summary of the academic literature on internal and external CEOs.
It reviews the evidence of:
• Trends in hiring external CEOs
• Operating condition of companies that hire internal and external CEOs
• Stock market reaction to hiring external CEOs
• Relative performance of internal and external CEOs
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
Seven Myths of Boards of Directors
David F. Larcker and Brian Tayan
September 30, 2015
Corporate governance experts pay considerable attention to issues involving the board of directors. Because of the scope of the board’s role and the vast responsibilities that come with directorship, companies are expected to adhere to common best practices in board structure, composition, and procedures. While some of these practices contribute to board effectiveness, others have been shown to have no or a negative bearing on governance quality.
We review seven commonly accepted beliefs about boards of directors:
1. The chairman should be independent
2. Staggered boards are bad for shareholders
3. Directors that meet NYSE independence standards are independent
4. Interlocked directorships reduce governance quality
5. CEOs make the best directors
6. Directors have significant liability risk
7. The failure of a company is the board’s fault
We ask:
• Why isn’t more attention paid to board processes rather than structure?
• Why aren’t more governance practices voluntary rather than required?
• Would flexible standards lead to better solutions or more failures?
• When do directors deserve the blame for a company’s failure and when is it the fault of management, the marketplace, or luck?
• How can shareholders more effectively monitor board performance?
Staggered Boards
Authors: Professor David F. Larcker and Brian Tayan,
Researcher, Corporate Governance Research Initiative
Stanford Graduate School of Business
This Research Spotlight provides a summary of the academic literature on how staggered boards impact shareholder value by insulating management from the pressures of capital markets.
It reviews the evidence of:
-Staggered board provisions in IPO charters
-The impact of staggered boards on merger activity
-The relation between staggered boards and market value
-Shareholder reaction to a decision to (de)stagger a board
-Firm outcomes following a decision to (de)stagger a board
This Research Spotlight expands upon issues introduced in the Quick Guide “The Market for Corporate Control.”
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
This case examines seven commonly accepted myths about corporate governance. How can we expect managerial behavior and firm performance to improve, if practitioners continue to rely on myths rather than facts to guide their decisions?
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2016
Download
This Research Spotlight provides a summary of the research literature on whether companies with diverse boards (in terms of background, gender, or ethnicity) exhibit better performance and governance quality than companies without diverse boards.
It reviews the evidence of:
The relation between diversity and corporate performance
The relation between diversity and compensation
The relation between diversity and governance quality
The impact of mandatory quotas
The impact of diversity on group performance
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Authors: Professor David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Initiative, Stanford Graduate School of Business
Other organizational structures exist besides public corporations. Examples include family-controlled businesses, venture-backed companies, private equity-owned businesses, and nonprofit organizations. Each of these faces their own issues relating to purpose, ownership, and control.
This Quick Guide reviews the governance features adopted by these entities.
It provides answers to the questions:
• What are the purposes of these organizations?
• What governance solutions do they adopt?
• How effective are they in meeting their objectives?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
This Data Spotlight provides data and statistics on the attributes of boards of directors of publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
By David Larcker and Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), Stanford Graduate School of Business, October 2016.
This Research Spotlight provides a summary of the academic literature on internal and external CEOs.
It reviews the evidence of:
• Trends in hiring external CEOs
• Operating condition of companies that hire internal and external CEOs
• Stock market reaction to hiring external CEOs
• Relative performance of internal and external CEOs
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
David F. Larcker and Brian Tayan
Stanford Closer Look Series
June 24, 2016
One of the most controversial issues in corporate governance is whether the CEO of a corporation should also serve as chairman of the board. In theory, an independent board chair improves the ability of the board to oversee management. However, an independent chairman is not unambiguously positive, and can lead to duplication of leadership, impair decision making, and create internal confusion—particularly when an effective dual chairman/CEO is already in place.
In this Closer Look, we examine in detail the leadership structure of publicly traded corporations and the circumstances under which they are changed. We ask:
• What factors should the board consider in deciding whether to combine or separate board leadership?
• How can the board weigh the tradeoffs between stability of leadership, efficient decision making, and decreased oversight?
• What structure should be the default setting for a corporation?
• Why do activists advocate that corporations strictly separate the roles when there is little research support for this position?
CEO Turnover
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. September 2016
This Research Spotlight provides a summary of the academic literature on relation between CEO performance and turnover. It reviews the evidence of:
The relation between performance and likelihood of termination
The relation between board attributes and likelihood of termination
Other factors that might influence CEO performance oversight
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
By David F. Larcker and Brian Tayan, Stanford Research Spotlight Series, September 1, 2016
This Research Spotlight provides a summary of the academic literature on the influence that CEOs have on company outcomes (performance and risk). It reviews the evidence of:
• The contribution of the CEO to overall company performance
• The relation between previous managerial experience and future performance
• The relation between personal attributes and performance
• The relation between personality and performance
• Factors that might influence risk tolerance
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
By David F. Larcker, Stephen Miles, Taylor Griffin and Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, and The Miles Group, November 2016
BOARD OF DIRECTORS EVALUATION AND EFFECTIVENESS
In the summer of 2016, the Rock Center for Corporate Governance at Stanford University along with The Miles Group conducted a nationwide survey of 187 board directors of public and private companies.
The study reveals that while boards generally rate themselves positively in terms of skills and expertise, significantly high negatives are a cause for concern for a large number of firms.
Read the survey to find out more.
January 23rd, 2012
What Is CEO Talent Worth?
By Professor, David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford Graduate School of Business
January 24, 2012
The topic of executive compensation elicits strong emotions among corporate stakeholders and practitioners. On the one hand are those who believe that chief executive officers in the United States are overpaid. On the other hand are those who believe that CEOs are simply paid the going fair-market rate.
Much less effort, however, is put into determining whether total compensation is commensurate with the value of services rendered.
We examine the issue and explain how such a calculation might be performed. We ask:
* How much value creation should be attributable to the efforts of the CEO?
* What percentage of this value should be fairly offered as compensation?
* Can the board actually perform this calculation? If not, how does it make rational decisions about pay levels?
Read the attached Closer Look and let us know what you think!
by David F. Larcker and Brian Tayan, Stanford Closer Look Series, October 7, 2019
A reliable system of corporate governance is considered to be an important requirement for the long-term success of a company. Unfortunately, after decades of research, we still do not have a clear understanding of the factors that make a governance system effective. Our understanding of governance suffers from 1) a tendency to overgeneralize across companies and 2) a tendency to refer to central concepts without first defining them. In this Closer Look, we examine four central concepts that are widely discussed but poorly understood.
We ask:
• Would the caliber of discussion improve, and consensus on solutions be realized, if the debate on corporate governance were less loosey-goosey?
• Why can we still not answer the question of what makes good governance?
• How can our understanding of board quality improve without betraying the confidential information that a board discusses?
• Why is it difficult to answer the question of how much a CEO should be paid?
• Are U.S. executives really short-term oriented in managing their companies?
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
By David F. Larcker, Stephen A. Miles, and Brian Tayan
Stanford Closer Look Series
Overview:
Shareholders pay considerable attention to the choice of executive selected as the new CEO whenever a change in leadership takes place. However, without an inside look at the leading candidates to assume the CEO role, it is difficult for shareholders to tell whether the board has made the correct choice. In this Closer Look, we examine CEO succession events among the largest 100 companies over a ten-year period to determine what happens to the executives who were not selected (i.e., the “succession losers”) and how they perform relative to those who were selected (the “succession winners”).
We ask:
• Are the executives selected for the CEO role really better than those passed over?
• What are the implications for understanding the labor market for executive talent?
• Are differences in performance due to operating conditions or quality of available talent?
• Are boards better at identifying CEO talent than other research generally suggests?
Many believe that the selection of the CEO is the single most important decision that a board of directors can make. In recent years, several high profile transitions at major corporations have cast a spotlight on succession and called into question the reliability of the process that companies use to identify and develop future leaders.
In this Closer Look, we examine seven common myths relating to CEO succession. These myths include the beliefs that:
1. Companies Know Who the Next CEO Will Be
2. There is One Best Model for Succession
3. The CEO Should Pick a Successor
4. Succession is Primarily a “Risk Management” Exercise
5. Boards Know How to Evaluate CEO Talent
6. Boards Prefer Internal Candidates
7. Boards Want a Female or Minority CEO
We examine each of these myths and explain why they do not always hold true. We ask:
• Why aren’t more companies prepared for a change at the top?
• Would directors make better hiring decisions if they had better knowledge of the senior management team?
• Would they be more likely to hire a CEO from within?
• Would they be more likely to hire a female or minority candidate?
• How many succession should a director participate in before he or she is considered “qualified” to lead one?
Read the Closer Look and let us know what you think!
Iniciada em 2011, as hqs Liga da Justiça (Novos 52), mostra a jornada dos heróis mais famosos da DC em mais uma empreitada para salvar o planeta. Batman, para combater um terrível mal, une os maiores heróis do mundo.
David F. Larcker and Brian Tayan
Stanford Closer Look Series
June 24, 2016
One of the most controversial issues in corporate governance is whether the CEO of a corporation should also serve as chairman of the board. In theory, an independent board chair improves the ability of the board to oversee management. However, an independent chairman is not unambiguously positive, and can lead to duplication of leadership, impair decision making, and create internal confusion—particularly when an effective dual chairman/CEO is already in place.
In this Closer Look, we examine in detail the leadership structure of publicly traded corporations and the circumstances under which they are changed. We ask:
• What factors should the board consider in deciding whether to combine or separate board leadership?
• How can the board weigh the tradeoffs between stability of leadership, efficient decision making, and decreased oversight?
• What structure should be the default setting for a corporation?
• Why do activists advocate that corporations strictly separate the roles when there is little research support for this position?
CEO Turnover
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. September 2016
This Research Spotlight provides a summary of the academic literature on relation between CEO performance and turnover. It reviews the evidence of:
The relation between performance and likelihood of termination
The relation between board attributes and likelihood of termination
Other factors that might influence CEO performance oversight
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
By David F. Larcker and Brian Tayan, Stanford Research Spotlight Series, September 1, 2016
This Research Spotlight provides a summary of the academic literature on the influence that CEOs have on company outcomes (performance and risk). It reviews the evidence of:
• The contribution of the CEO to overall company performance
• The relation between previous managerial experience and future performance
• The relation between personal attributes and performance
• The relation between personality and performance
• Factors that might influence risk tolerance
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Succession Planning.”
By David F. Larcker, Stephen Miles, Taylor Griffin and Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, and The Miles Group, November 2016
BOARD OF DIRECTORS EVALUATION AND EFFECTIVENESS
In the summer of 2016, the Rock Center for Corporate Governance at Stanford University along with The Miles Group conducted a nationwide survey of 187 board directors of public and private companies.
The study reveals that while boards generally rate themselves positively in terms of skills and expertise, significantly high negatives are a cause for concern for a large number of firms.
Read the survey to find out more.
January 23rd, 2012
What Is CEO Talent Worth?
By Professor, David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford Graduate School of Business
January 24, 2012
The topic of executive compensation elicits strong emotions among corporate stakeholders and practitioners. On the one hand are those who believe that chief executive officers in the United States are overpaid. On the other hand are those who believe that CEOs are simply paid the going fair-market rate.
Much less effort, however, is put into determining whether total compensation is commensurate with the value of services rendered.
We examine the issue and explain how such a calculation might be performed. We ask:
* How much value creation should be attributable to the efforts of the CEO?
* What percentage of this value should be fairly offered as compensation?
* Can the board actually perform this calculation? If not, how does it make rational decisions about pay levels?
Read the attached Closer Look and let us know what you think!
by David F. Larcker and Brian Tayan, Stanford Closer Look Series, October 7, 2019
A reliable system of corporate governance is considered to be an important requirement for the long-term success of a company. Unfortunately, after decades of research, we still do not have a clear understanding of the factors that make a governance system effective. Our understanding of governance suffers from 1) a tendency to overgeneralize across companies and 2) a tendency to refer to central concepts without first defining them. In this Closer Look, we examine four central concepts that are widely discussed but poorly understood.
We ask:
• Would the caliber of discussion improve, and consensus on solutions be realized, if the debate on corporate governance were less loosey-goosey?
• Why can we still not answer the question of what makes good governance?
• How can our understanding of board quality improve without betraying the confidential information that a board discusses?
• Why is it difficult to answer the question of how much a CEO should be paid?
• Are U.S. executives really short-term oriented in managing their companies?
Succession “Losers”: What Happens to Executives Passed Over for the CEO Job?
By David F. Larcker, Stephen A. Miles, and Brian Tayan
Stanford Closer Look Series
Overview:
Shareholders pay considerable attention to the choice of executive selected as the new CEO whenever a change in leadership takes place. However, without an inside look at the leading candidates to assume the CEO role, it is difficult for shareholders to tell whether the board has made the correct choice. In this Closer Look, we examine CEO succession events among the largest 100 companies over a ten-year period to determine what happens to the executives who were not selected (i.e., the “succession losers”) and how they perform relative to those who were selected (the “succession winners”).
We ask:
• Are the executives selected for the CEO role really better than those passed over?
• What are the implications for understanding the labor market for executive talent?
• Are differences in performance due to operating conditions or quality of available talent?
• Are boards better at identifying CEO talent than other research generally suggests?
Many believe that the selection of the CEO is the single most important decision that a board of directors can make. In recent years, several high profile transitions at major corporations have cast a spotlight on succession and called into question the reliability of the process that companies use to identify and develop future leaders.
In this Closer Look, we examine seven common myths relating to CEO succession. These myths include the beliefs that:
1. Companies Know Who the Next CEO Will Be
2. There is One Best Model for Succession
3. The CEO Should Pick a Successor
4. Succession is Primarily a “Risk Management” Exercise
5. Boards Know How to Evaluate CEO Talent
6. Boards Prefer Internal Candidates
7. Boards Want a Female or Minority CEO
We examine each of these myths and explain why they do not always hold true. We ask:
• Why aren’t more companies prepared for a change at the top?
• Would directors make better hiring decisions if they had better knowledge of the senior management team?
• Would they be more likely to hire a CEO from within?
• Would they be more likely to hire a female or minority candidate?
• How many succession should a director participate in before he or she is considered “qualified” to lead one?
Read the Closer Look and let us know what you think!
Iniciada em 2011, as hqs Liga da Justiça (Novos 52), mostra a jornada dos heróis mais famosos da DC em mais uma empreitada para salvar o planeta. Batman, para combater um terrível mal, une os maiores heróis do mundo.
Europees Hof zet eerste stap in dispuut onverdoofd slachtenThierry Debels
In de zaak die enkele moslimverenigingen hadden aangespannen tegen het Vlaams Gewest (in hoofde van Vlaams minister van Dierenwelzijn Ben Weyts), meer bepaald tegen de toepassing van de EU-slachtverordening, besliste de Brusselse rechtbank van eerste aanleg eerst een prejudiciële vraag te stellen aan het Europees Hof van Justitie vooraleer de knoop door te hakken. Zo schuift de rechtbank volgens GAIA de hete aardappel door naar het Hof.
Het Hof heeft alvast een eerste stap gezet in een lang juridisch proces. De vraag werd gepubliceerd in het Publicatieblad van 17 oktober 2016.
Građani Hrvatske!
Pogledajte zašto između ostalog Hrvatska ne izlazi iz krize zbog neviđenih razmjera uništavanja, korupcije, zastrašivanja i obmanjivanja javnosti:
NELEGALNO ISKAPANJA ŠLJUNKA IZ KORITA DRAVE KOD PITOMAĆE - STVARA OGROMNE EKONOMSKE I OKOLIŠNE ŠTETE!
Proširite prezentaciju i šaljite što više medijima jer hrvatska pravna držana ne funkcionira!
Spasimo Hrvatsku od profitera!!!
Ya son varios años desde que aparecieron los primeros Community Managers y las empresas en Ecuador se fijaron en la necesidad de contar con profesionales experimentados para realizar la gestión y administración de su presencia en medios digitales. Por ello hago en esta presentación la compilación de los mejores consejos y descripción de tareas de los CM's que encontré y que reflejan cómo ha evolucionado esta profesión desde la época en que apareció.
We have a range of second hand surf equipment for sale at our Middleton store including second hand soft surf boards, fibreglass surf boards and wetsuits.
Redefining realness for brands on Twitter - SXSW 2015John Colucci
Brand flubs happen, but fear about failure can kill creativity. How to go to the line without crossing it and avoid pooping your pants. Vote for our SXSW 2015 panel!
Authored by: avid F. Larcker, Brian Tayan, CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), April 2020
This Research Spotlight provides a summary of the academic literature on board composition, quality, and turnover. It reviews the evidence of:
The appointment of outside CEOs as directors
The importance of industry expertise to performance
The relation between director skills and performance
The stock market reaction to director resignations
Whether directors are penalized for poor oversight
This Research Spotlight expands upon issues introduced in the Quick Guide Board of Directors: Selection, Compensation, and Removal.
The board of directors is generally described in terms of its prominent structural attributes, including size, composition, and independence.
This Quick Guide examines the importance of these and whether they contribute to board effectiveness and shareholder value.
It answers the questions:
• What is the composition of a typical board?
• Which factors improve governance quality?
• Which factors do not?
• Can a board’s quality be determined by its structure?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
This Research Spotlight provides a summary of the academic literature on outside (non-executive) directors and directors who are independent according to New York Stock Exchange listing requirements.
It reviews the evidence of:
• Shareholder reaction to the appointment of outside directors
• The relation between outside directors and performance
• The relation between outside directors and mergers and acquisitions
• The relation between outside directors and CEO compensation
• Factors that influence the “independence” of outside directors
This Research Spotlight expands upon issues introduced in the Quick Guide “Board of Directors: Structure and Consequences.”
Welsh Consultants publishes- This article aims at setting out which mindsets and practices are proven to make CEOs most effective. The article is based on a study of performance data on thousands of CEOs and the efforts at helping them enhance their leadership approaches. The article provides a set of empirical, broadly applicable insights on how excellent CEOs think and act. It could help CEOs (and CEO watchers, such as boards of directors) determine how closely they adhere to the mindsets and practices that are closely associated with superior CEO performance. All CEOs, new or long-tenured, can use these tools to better apply their scarce time and energy.To answer the question, “What are the mindsets and practices of excellent CEOs?,” let’s first reflect upon the six main elements of the CEO’s job—elements touched on in virtually all literature about the role:
1. Setting the Hierarchy of Goals & the Strategy
2. Aligning the Organization
3. Leading the Top Team
4. Working with the Board
5. Being the Face of the Company to its External Stakeholders
6. Managing one’s own Time and Energy.
This article explores the subject in detail. Author, Founder- Manish P
How to structure the leadership of large corporations – and specifically whether to split or combine the roles of Chairman and CEO – remains an active and often controversial question.
In order to cast new and up-to-date light on the question of whether and when to change the Chairman-CEO structure, we studied the experience of the Fortune 100 over the last decade and more. In this report we share our observations, conclusions, and recommendations regarding leadership structure, including the increasingly important role of independent Lead Director whenever the Chairman and CEO roles are combined.
This Research Spotlight provides a summary of the academic literature on CEO pay levels in the United States. It reviews the evidence of:
• Long-term trends in the CEO compensation
• The relation between CEO compensation and governance quality
• The relation between peer group composition and CEO pay
• The relation between compensation consultant selection and CEO pay
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Compensation”.
This presentation is for my students under Master in Business Administration Course code of Business Policy MBA106. The information is all about the roles and managing of corporate under the corporate governance.
By many measures, current CEOs should be the best candidates to serve on boards of directors. They have extensive strategic, operational, and risk management expertise, as well as experiences and leadership attributes that are important for a firm’s long-term success.
However, there is currently no widely accepted, rigorous study that demonstrates that current CEOs are better board members or that companies with CEO directors benefit in terms of improved advice or monitoring. In fact, recent survey data suggests that active CEOs might not always be the best board members because of the time constraints of their full time job and personality attributes that may make it difficult for them to contribute constructively to a boardroom environment.
We examine this issue in closer detail and ask:
1. Should companies reassess the importance of this criteria when looking for new board members?
2. Does the requirement for CEO-level experience limit the pool of available directors, particularly diversity candidates who may be less likely to have this experience?
3. If the availability of CEO directors is low, should professional directors be recruited to fill the gap?
4. Do the positive qualities of a retired CEO deteriorate, or do they never become outdated?
Read the attached Closer Look and let us know what you think!
A board of directors requires professionals with a diverse mix of managerial, functional, and other specialized knowledge in order to properly advise and oversee management.
This Quick Guide reviews the process by which companies select, compensate, and evaluate board members.
It answers such questions as:
• How are qualified directors identified?
• What skills and experiences are needed?
• How are directors paid?
• How are directors evaluated?
• How are “bad” directors removed?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
The board of directors is responsible for ensuring that correct management is in place to run the organization. This includes hiring, evaluating, and—when circumstances merit—removing or replacing the chief executive officer.
This Quick Guide reviews the process by which the board carries out this function.
It provides answers to the questions:
• How are qualified CEOs identified?
• What skills and experiences are needed?
• Are “inside” CEOs better than “outsiders”?
• How do boards plan for succession?
• What models or approaches do they use?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
Week 2 BUS 660 Contemporary Issues in Organizational Leadership.docxcelenarouzie
Week 2 BUS 660 Contemporary Issues in Organizational Leadership
Week 2 - Discussion 1
Ethical Leadership
Companies have become increasingly aware of the advantages that being ethically conscious have to offer, especially in the global economy. Using the overview of ethical leadership provided in this week’s lecture and readings, in what way can ethical business practices increase organizational competitiveness in their respective industries and help to further substantiate the notion that an ethical culture is good for business? Conversely, how does unethical leadership adversely affect the organization’s bottom line? What impact can a leader’s position on ethics have on the culture of an organization?
Week 2 - Discussion 2
Ethical Organizational Culture
What is the relationship between a leader’s responsibility for ethical behavior and the idea of an ethical organizational culture? Research a specific nonfictional leader of your choice and provide examples of the behaviors this leader exhibits that highlight the role of ethics in leadership. Answer the following in your post:
1. Can a leader’s public and private morality be distinguished? Should they be?
2. Can a bad person be a good leader?
3. Why is it important for leaders to demonstrate ethical conduct?
4. Which is more important for improving ethical values in an organization: a code of ethics, leader behavior, or employee training?
Week 2 - Assignment
Characteristics of Leader Effectiveness
The purpose of this assignment is to examine similarities and differences in characteristics of effectiveness for several familiar leadership roles. In a three- to four-page paper (excluding the title and reference pages)
· Identify the characteristics by which the effectiveness of the following leaders might be evaluated: an assistant coach, a teacher, and a minister. Prioritize and explain the rationale for these characteristics.
· Discuss the ethical issues or challenges associated with prioritization.
· Compare and contrast the extent to which there are unique or similar characteristics across the different roles, and the extent to which the criteria are measurable. For example, some of the characteristics you might identify for the role of assistant coach might include the leadership behind a team’s win-loss record, player perceptions, team morale, etc.
Your paper must be formatted according to APA style as outlined in the Ashford Writing Center, and it must include citations and references from the text and at least two scholarly sources from the Ashford University Library
2 Preparing to Lead
iStock/Thinkstock
Learning Objectives
After reading this chapter, you should be able to:
• Establish a personal commitment to excellence.
• Understand the importance of character in a leadership position.
• Relate personal characteristics and actions to leadership success.
• Undertake efforts to grow and change.
• Display the willingness to change personal behaviors.
• Assume the .
Similar to Independent Chairman - Research Spotlight (20)
Authored by: David F. Larcker, Bradford Lynch, Brian Tayan, and Daniel J. Taylor, June 29, 2020
Investors rely on corporate disclosure to make informed decisions about the value of companies they invest in. The COVID-19 pandemic provides a unique opportunity to examine disclosure practices of companies relative to peers in real time about a somewhat unprecedented shock that impacted practically every publicly listed company in the U.S. We examine how companies respond to such a situation, the choices they make, and how disclosure varies across industries and companies.
We ask:
• What motivates some companies to be forthcoming about what they are experiencing, while others remain silent?
• Do differences in disclosure reflect different degrees of certitude about how the virus would impact businesses, or differences in management perception of its obligations to shareholders?
• What insights will companies learn to prepare for future outlier events?
David F. Larcker and Brian Tayan, April 21, 2020, Stanford Closer Look Series
Little is known about the process by which pre-IPO companies select independent, outside board members—directors unaffiliated with the company or its investors. Private companies are not required to disclose their selection criteria or process, and are not required to satisfy the regulatory requirements for board members set out by public listing exchanges. In this Closer Look, we look at when, why, and how private companies add their first independent, outside director to the board.
We ask:
• Why do pre-IPO companies rely on very different criteria and processes to recruit outside directors than public companies do?
• What does this teach us about governance quality?
• How important are industry knowledge and managerial experience to board oversight?
• How important are independence and monitoring?
• Does a tradeoff exist between engagement and fit on the one hand and independence on the other?
Authored by David F. Larcker and Brian Tayan, April 1, 2020, Stanford Closer Look Series
We examine the size, structure, and demographic makeup of the C-suite (the CEO and the direct reports to the CEO) in each of the Fortune 100 companies as of February 2020. We find that women (and, to a lesser extent, racially diverse executives) are underrepresented in C-suite positions that directly feed into future CEO and board roles. What accounts for this distribution?
By John D. Kepler, David F. Larcker, Brian Tayan, and Daniel J. Taylor, January 28, 2020
Corporate executives receive a considerable portion of their compensation in the form of equity and, from time to time, sell a portion of their holdings in the open market. Executives nearly always have access to nonpublic information about the company, and routinely have an information advantage over public shareholders. Federal securities laws prohibit executives from trading on material nonpublic information about their company, and companies develop an Insider Trading Policy (ITP) to ensure executives comply with applicable rules. In this Closer Look we examine the potential shortcomings of existing governance practices as illustrated by four examples that suggest significant room for improvement.
We ask:
• Should an ITP go beyond legal requirements to minimize the risk of negative public perception from trades that might otherwise appear suspicious?
• Why don’t all companies make the terms of their ITP public?
• Why don’t more companies require the strictest standards, such as pre-approval by the general counsel and mandatory use of 10b5-1 plans?
• Does the board review trades by insiders on a regular basis? What conversation, if any, takes place between executives and the board around large, single-event sales?
Short summary
We identify potential shortcomings in existing governance practices around the approval of executive equity sales. Why don’t more companies require stricter standards to lessen suspicion around insider equity sales activity? Do boards review trades by insiders on a regular basis?
By David F. Larcker, Brian Tayan
Core Concepts Series. Corporate Governance Research Initiative,
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide takes an in-depth look at the Principles of Corporate Governance.
Authors: David F. Larcker and Brian Tayan, Stanford Closer Look Series, November 25, 2019
Among the controversies in corporate governance, perhaps none is more heated or widely debated across society than that of CEO pay. The views that American citizens have on CEO pay is centrally important because public opinion influences political decisions that shape tax, economic, and regulatory policy, and ultimately determine the standard of living of average Americans. This Closer Look reviews survey data of the American public to understand their views on compensation. We ask:
• How can society’s understanding of pay and value creation be improved and the controversy over CEO pay resolved?
• How should the level of CEO pay rise with complexity and profitability, particularly among America’s largest corporations?
• Should pay be reformed in the boardroom, or should high pay be addressed solely through the tax code?
• Are negative views of CEO pay driven by broad skepticism and lack of esteem for CEOs? Or do high pay levels themselves contribute to low regard for CEOs?
By David F. Larcker and Brian Tayan
CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, November 2019.
In fall 2019, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of In October 2019, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 3,062 individuals—representative by age, race, political affiliation, household income, and state residence—to understand the American population’s views on current and proposed tax policies.
Key findings include:
--Tax rates for high-income earners are about right
--Majority favor a wealth tax … but not if it harms the economy
--Americans do not want to set limits on personal wealth
--Americans do not believe in a right to universal basic income
--Trust in the ability of the U.S. government to spend tax dollars effectively is low
--Americans believe in higher taxes for corporations who pay their CEO large dollar amounts
--Little appetite exists to break up “big tech”
By David F. Larcker, Brian Tayan, Dottie Schindlinger and Anne Kors, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance and the Diligent Institute, November 2019
New research from the Rock Center for Corporate Governance at Stanford University and the Diligent Institute finds that corporate directors are not as shareholder-centric as commonly believed and that companies do not put the needs of shareholders significantly above the needs of their employees or society at large. Instead, directors pay considerable attention to important stakeholders—particularly their workforce—and take the interests of these groups into account as part of their long-term business planning.
• While directors are largely satisfied with their ESG-related efforts, they do not believe the outside world understands or appreciates the work they do.
• Directors recognize that tensions exist between shareholder and stakeholder interests. That said,
most believe their companies successfully balance this tension.
• In general, directors reject the view that their companies have a short-term investment horizon in
running their businesses.
In the summer of 2019, the Diligent Institute and the Rock Center for Corporate Governance at Stanford University surveyed nearly 200 directors of public and private corporations globally to better understand how they balance shareholder and stakeholder needs.
David F. Larcker, Brian Tayan, Vinay Trivedi, and Owen Wurzbacher, Stanford Closer Look Series, July 2, 2019
Currently, there is much debate about the role that non-investor stakeholder interests play in the governance of public companies. Critics argue that greater attention should be paid to the interest of stakeholders and that by investing in initiatives and programs to promote their interests, companies will create long-term value that is greater, more sustainable, and more equitably shared among investors and society. However, advocacy for a more stakeholder-centric governance model is based on assumptions about managerial behavior that are relatively untested. In this Closer Look, we examine survey data of the CEOs and CFOs of companies in the S&P 1500 Index to understand the extent to which they incorporate stakeholder needs into the business planning and long-term strategy, and their view of the costs and benefits of ESG-related programs.
We ask:
• What are the real costs and benefits of ESG?
• How do companies signal to constituents that they take ESG activities seriously?
• How accurate are the ratings of third-party providers that rate companies on ESG factors?
• Do boards understand the short- and long-term impact of ESG activities?
• Do boards believe this investment is beneficial for the company?
By David F. Larcker, Brian Tayan, Vinay Trivedi and Owen Wurzbacher, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, July 2019
In spring 2019, the Rock Center for Corporate Governance at Stanford University surveyed 209 CEOs and CFOs of companies included in the S&P 1500 Index to understand the role that stakeholder interests play in long-term corporate planning.
Key Findings
• CEOs Are Divided On Whether Stakeholder Initiatives Are A Cost or Benefit to the Company
• Companies Tout Their Efforts But Believe the Public Doesn’t Understand Them
• Blackrock Advocates … But Has Little Impact
By David F. Larcker, Brian Tayan
Core Concepts Series. Corporate Governance Research Initiative, June 2019
A roadmap to understanding the fundamental concepts of corporate governance based on theory, empirical research, and data. This guide will take an in-depth look at Shareholders and Activism.
By Brandon Boze, Margarita Krivitski, David F. Larcker, Brian Tayan, and Eva Zlotnicka
Stanford Closer Look Series
May 23, 2019
Recently, there has been debate among corporate managers, board of directors, and institutional investors around how best to incorporate ESG (environmental, social, and governance) factors into strategic and investment decision-making processes. In this Closer Look, we examine a framework informed by the experience of ValueAct Capital and include case examples.
We ask:
• What is the investment horizon prevalent among most companies today?
• Do companies miss long-term opportunities because of a focus on short-term costs?
• How many companies have an opportunity to profitably invest in ESG solutions?
• What factors determine whether a company can profitably invest in ESG solutions?
• Can investors earn competitive risk-adjusted returns through ESG investments?
• If so, how widespread is this opportunity?
This Research Spotlight provides a summary of the academic literature on environmental, social, and governance (ESG) activities including:
• The relation between ESG activities and firm value
• The impact of environmental and social engagements on firm performance
• The market reaction to ESG events
• The relation between ESG and agency problems
• The performance of socially responsible investment (SRI) funds
This Research Spotlight expands upon issues introduced in the Quick Guide “Investors and Activism”.
This Research Spotlight provides a summary of the academic literature on how dual-class share structures influence firm value and corporate governance quality. It reviews the evidence of:
• The relation between dual-class shares and governance quality
• The relation between dual-class shares and tax avoidance
• The relation between dual-class shares and firm value and performance
This Research Spotlight expands upon issues introduced in the Quick Guide “The Market for Corporate Control.”
By Courtney Hamilton, David F. Larcker, Stephen A. Miles, and Brian Tayan, Stanford Closer Look Series, February 15, 2019
Two decades ago, McKinsey advanced the idea that large U.S. companies are engaged in a “war for talent” and that to remain competitive they need to make a strategic effort to attract, retain, and develop the highest-performing executives. To understand the contribution of the human resources department to company strategy, we surveyed 85 CEOs and chief human resources officers at Fortune 1000 companies. In this Closer Look, we examine what these senior executives say about the contribution of HR to the strategic efforts and financial performance of their companies.
We ask:
• What role does HR play in the development of corporate strategy?
• Does HR have an equal voice or is it junior to other members of the senior management team?
• Do boards see HR and human capital as critical to corporate performance?
• How do boards ascertain whether management has the right HR strategy?
• How adept are companies at using data from HR systems to learn what programs work and why?
By David F. Larcker and Brian Tayan, Stanford Closer Look Series, December 3, 2018
Companies are required to have a reliable system of corporate governance in place at the time of IPO in order to protect the interests of public company investors and stakeholders. Yet, relatively little is known about the process by which they implement one. This Closer Look, based on detailed data from a sample of pre-IPO companies, examines the process by which companies go from essentially having no governance in place at the time of their founding to the fully established systems of governance required of public companies by the Securities and Exchange Commission. We examine the vastly different choices that companies make in deciding when and how to implement these standards.
We ask:
• What factors do CEOs and founders take into account in determining how to implement governance systems?
• Should regulators allow companies greater flexibility to tailor their governance systems to their specific needs?
• Which elements of governance add to business performance and which are done only for regulatory purposes?
• How much value does good governance add to a company’s overall valuation?
• When should small or medium sized companies that intend to remain private implement a governance system?
By David F. Larcker, Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, November 2018
In summer and fall 2018, the Rock Center for Corporate Governance at Stanford University surveyed 53 founders and CEOs of 47 companies that completed an Initial Public Offering in the U.S. between 2010 and 2018 to understand how corporate governance practices evolve from startup through IPO.
David F. Larcker, Stephen A. Miles, Brian Tayan, and Kim Wright-Violich
Stanford Closer Look Series, November 8, 2018
CEO activism—the practice of CEOs taking public positions on environmental, social, and political issues not directly related to their business—has become a hotly debated topic in corporate governance. To better understand the implications of CEO activism, we examine its prevalence, the range of advocacy positions taken by CEOs, and the public’s reaction to activism.
We ask:
• How widespread is CEO activism?
• How well do boards understand the advocacy positions of their CEOs?
• Are boards involved in decisions to take public stances on controversial issues, or do they leave these to the discretion of the CEO?
• How should boards measure the costs and benefits of CEO activism?
• How accurately can internal and external constituents distinguish between positions taken proactively and reactively by a CEO?
By David F. Larcker, Brian Tayan, CGRI Survey Series. Corporate Governance Research Initiative, Stanford Rock Center for Corporate Governance, October 2018
In summer and fall 2018, the Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 3,544 individuals — representative by gender, race, age, household income, and state residence — to understand how the American public views CEOs who take public positions on environmental, social, and political issues.
“We find that the public is highly divided about CEOs who take vocal positions on social, environmental, or political issues,” says Professor David F. Larcker, Stanford Graduate School of Business. “While some applaud CEOs who speak up, others strongly disapprove. The divergence in opinions is striking. CEOs who take public positions on specific issues might build loyalty with their employees or customers, but these same positions can inadvertently alienate important segments of those populations. The cost of CEO activism might be higher than many CEOs, companies, or boards realize.”
“Hot-button issues are hot for a reason,” adds Brian Tayan, researcher at Stanford Graduate School of Business. “Interestingly, people are much more likely to think of products they have stopped using than products they have started using because of a position the CEO took on a public issue. When consumers don’t like what they hear, they react the best way they know how to: by closing their wallets.”
By David F. Larcker, Brian Tayan, CGRI Quick Guide Series. Corporate Governance Research Initiative, September 2018
This guide provides data and statistics on the attributes of the CEOs and CEO succession events at publicly traded companies in the United States. This data supplements the issues introduced in the Quick Guide “CEO Succession Planning.”
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Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
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Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
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A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
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Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
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𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
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Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
1. David F. Larcker and Brian Tayan
Corporate Governance Research Initiative
Stanford Graduate School of Business
INDEPENDENT CHAIRMAN
RESEARCH SPOTLIGHT
2. KEY CONCEPTS
Separation of Chairman and CEO Roles
• In theory, having a separate (independent) chair improves the ability of the
board of directors to oversee management.
• Potential benefits:
(+) Clearly distinguishes the roles of the board and management.
(+) Eliminates conflicts in the areas of performance evaluation, executive
llxxcompensation, succession planning, and the recruitment of new directors.
(+) Gives one director clear authority to speak on behalf of the board.
(+) CEO can focus completely on strategy, operations, and organizational issues.
3. KEY CONCEPTS
• However, separation of the chairman and CEO roles is not unambiguously
positive.
• Potential disadvantages:
(-) Artificial separation, particularly when effective chairman/CEO is already in place.
(-) Duplicates leadership: less efficient decision making, internal confusion.
(-) Recruitment of new CEO is more difficult if candidates expect to hold both titles.
• Most research finds no evidence that independence status impacts corporate
outcomes on average.
4. INDEPENDENCE DOES NOT IMPACT PERFORMANCE
• Rechner and Dalton (1989) examine the relationship between
independence status and firm performance.
• Sample: 141 companies in the Fortune 500, 1978-1983.
– Include only companies with stable chairman status over entire period.
• Compare risk-adjusted stock price performance of companies with dual
chairman/CEO to those that separate the roles.
• Find no statistically significant difference in stock price returns.
• Conclusion: independence status does not impact performance.
5. INDEPENDENCE DOES NOT IMPACT PERFORMANCE
• Dalton, Daily, Ellstrand, and Johnson (1998) perform a meta-analysis
across multiple studies that examine the relationship between board
leadership structure and firm performance.
• Sample: 31 studies, 69 samples, 1978-1996.
• Find no overall correlation between chairman status and performance.
• Conclusion: independence status does not impact performance.
“It can be concluded, therefore, that there is no relationship
between board leadership structure and firm performance.”
6. INDEPENDENCE DOES NOT IMPACT PERFORMANCE
• Balinga, Moyer, and Rau (1996) examine the impact of a change in
independence status on performance.
• Sample: 98 companies in the Fortune 500, 1980-1991.
• Findings:
– Companies that separate (combine) the roles do not exhibit abnormal positive
(negative) stock price returns around the announcement date.
– No impact on future operating returns (ROA, ROE, and operating cash flow).
– Weak evidence that an independent chair improves market-to-book values.
• Conclusion: changes in independence status do not impact performance.
“Duality, although it may increase the potential for managerial abuse,
does not appear to lead to tangible manifestations of that abuse.”
7. FORCED SEPARATION HARMS SHAREHOLDERS
• Dey, Engel, and Liu (2011) examine the impact of a forced separation of the
chairman and CEO roles, due to shareholder pressure.
• Sample: 41 companies, 2001-2009.
• Find that companies undergoing forced separation:
– Exhibit significant negative returns around the announcement date.
– Exhibit lower future operating performance (ROA) over 1- and 2-year periods .
• Conclusion: forced separation is harmful to shareholders.
“Our evidence suggests that recent calls… for all firms to separate the
roles of the CEO and board chair warrant more careful consideration,
particularly considering firm-specific costs and benefits.”
8. MANY COMPANIES SEPARATE ROLES DURING SUCCESSION
• Brickley, Coles, and Jarrell (1997) examine the motivation behind a decision to
separate the chairman and CEO roles.
• Sample: 661 companies (535 combined roles, 93 separate), 1988.
• Findings:
– 82% that separate roles have former CEO, founder, or other officer as chair.
– CEOs who are not chair have lower tenure (2.9 years) than those who are (6.9 years).
– CEOs who are not chair become chair within five years, or leave the company.
– CEOs who become chair exhibit better performance (adjusted stock returns and
ROC) than those who instead leave.
• Conclusion: companies separate roles during succession and offer combined
chairman/CEO role as incentive to perform.
9. SOME COMPANIES SEPARATE ROLES TO IMPROVE OVERSIGHT
• Grinstein and Valles Arellano (2008) also examine the motivation behind a
decision to separate the chairman and CEO roles.
• Sample: 995 companies, 2000-2004.
• Findings:
– Most firms separate roles to facilitate succession (consistent with Brickley et al.).
– A minority (20%) replace dual chair/CEO with fully independent chair.
– Companies are more likely to appoint an independent chair following poor
performance (based on stock returns).
– Among these companies, performance improves the following year.
• Conclusion: independent chair can improve performance in poorly performing
companies.
10. THE IMPACT OF SEPARATION DEPENDS ON THE SITUATION
• Krause and Semadeni (2013) evaluate the impact of separation under
different scenarios.
• Sample: 1,053 companies, 2002-2006.
• Findings (controlling for mean-reverting tendencies):
– Separation has positive effect following weak performance.
– Separate has negative effect following strong performance.
– Results are strongest when sitting CEO/chair is stripped of chairman title.
• Conclusion: the impact of separation depends on the setting.
“The relevant question is not whether the roles should be separated,
but rather when and how a firm should choose to separate them.”
11. OTHER AGENCY ISSUES
• Krause, Semadeni, and Cannella (2013) provide a comprehensive review of
the research literature on independent chairman.
• Sample: 48 papers, 1989-2013.
• Find that the independence status of the chairman has:
1. No consistent relationship with performance.
2. Little impact on managerial entrenchment, organizational risk taking, or
executive compensation.
• Conclusion: independent chair is not universally beneficial.
Requiring separation “would be misguided, not because the issue of CEO duality
is unimportant, but because it is too important and too idiosyncratic for all firms
to adopt the same structure under the guise of ‘best practices.’”
12. CONCLUSION
• The evidence suggests that the independence status of the chairman is not
a material indicator of firm performance or governance quality.
• Companies tend to separate the chair and CEO roles to facilitate the
succession process, particularly when appointing a first-time CEO.
• Separation might benefit underperforming firms, and harm well-
performing firms.
• Mandatory separation would likely cause more harm than good.
13. BIBLIOGRAPHY
Paula L. Rechner and Dan R. Dalton. The Impact of CEO as Board Chairperson on Corporate Performance: Evidence vs. Rhetoric.
1989. Academy of Management Executive.
Dan R. Dalton, Catherine M. Daily, Alan E. Ellstrand, and Jonathan L. Johnson. Meta-Analytic Reviews of Board Composition,
Leadership Structure, and Firm Performance. 1998. Strategic Management Journal.
B. Ram Baliga, R. Charles Moyer, and Ramesh S. Rao. CEO Duality and Firm Performance: What’s the Fuss? 1996. Strategic
Management Journal.
Aiyesha Dey, Ellen Engel, and Xiaohui Liu. CEO and Board Chair Roles: To Split or Not to Split? 2011. Journal of Corporate Finance.
James A. Brickley, Jeffrey L. Coles, and Gregg A. Jarrell. Leadership structure: Separating the CEO and chairman of the board. 1997.
Journal of Corporate Finance.
Yaniv Grinstein and Yearim Valles Arellano. Separating the CEO from the Chairman Position: Determinants and Changes after the
New Corporate Governance Regulation. 2008. Social Science Research Network.
Ryan Krause and Matthew Semadeni. Apprentice, Departure, and Demotion: An Examination of the Three Types of CEO-Board Chair
Separation. 2013. Academy of Management Journal.
Ryan Krause, Matthew Semadeni, and Albert A. Cannella, Jr. CEO Duality: A Review and Research Agenda. 2013. Journal of
Management.