This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.

This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline. <p>The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.

This paper explores the interrelationships among corporate culture, capital structure, firm performance, and fiduciary duties. Chaos theory, nonlinear dynamics, complex systems theory, and socio-cultural studies of firms’ organizational ecosystems, and enabling infrastructure suggest that the BCE rule is: (i) a superior fiduciary principle to shareholder primacy; and (ii) more likely to enhance firm value in proportion to the importance of intangible assets in its production process. The existence of “epistatic costs” rooted in the non-linear negative feedback effects of perverse agency theory-driven cost cutting is hypothesized. A theoretical model is developed to empirically test for the existence of epistatic costs and optimal levels of organizational tension or “slack.” Broader implications of the model for fiduciary rules, financing decisions, and the current posture of Canadian securities regulation in the takeover context are explored.

This paper explores the interrelationships among corporate culture, capital structure, firm performance, and fiduciary duties. Chaos theory, nonlinear dynamics, complex systems theory, and socio-cultural studies of firms’ organizational ecosystems, and enabling infrastructure suggest that the BCE rule is: (i) a superior fiduciary principle to shareholder primacy; and (ii) more likely to enhance firm value in proportion to the importance of intangible assets in its production process. The existence of “epistatic costs” rooted in the non-linear negative feedback effects of perverse agency theory-driven cost cutting is hypothesized. A theoretical model is developed to empirically test for the existence of epistatic costs and optimal levels of organizational tension or “slack.” Broader implications of the model for fiduciary rules, financing decisions, and the current posture of Canadian securities regulation in the takeover context are explored.

This dissertation presents two studies on the value relevance and perceived credibility of pro forma earnings. In the first study, I investigate the value relevance of pro forma earnings relative to two alternative earnings measures GAAP earnings and analysts actual earnings. Value relevance is assessed using two approaches. The first approach examines whether the markets expectations (contemporaneous returns or price) is best reflected in future pro forma earnings, future GAAP earnings, or future analysts actual earnings. The second approach is to determine through pair-wise comparisons of the three earnings measures (e.g., pro forma earnings versus GAAP earnings), which has the greatest explanatory power (comparing adjusted R2s) in explaining price and returns. Across approaches and models, each of the three earnings measures tends to be value relevant. However, Pro forma is consistently the most value relevant, followed by analysts actuals, with GAAP earnings having the least value relevance. That is, pro forma earnings have the greatest information content. This finding is consistent with managers, in aggregate, using pro forma to inform rather than to manage expectations or to mislead. <p>In the second study, I examine the impact of credibility attributes board characteristics, auditor quality and overall information quality on the value relevance of pro forma earnings. It is hypothesized that the credibility attributes will have a statistically significant impact on investors reaction to pro forma earnings. Consistent with the predictions, I find that stronger board characteristics, higher auditor quality and higher overall information quality are positively associated with higher market reaction to the pro forma announcement. That is, credibility attributes increase the value relevance of pro forma earnings. This finding is consistent with some firms providing pro forma earnings that are perceived to be credible and others providing pro formas that are perceived as less credible and possibly provided to manage expectations or to mislead.

This research examines institutional transformation of the board of directors in Canada to a collaborative model in which the board, in addition to its monitoring function, provides a service role by acting as a sounding board to management and providing advice and counsel to management on strategic issues. This thesis also examines how director search, likely initiated by the ‘Enron’ scandals, led to some boards adopting a new model of practice that directors deemed more efficacious and possessing legitimacy, bringing together the old and the new institutionalism in institutional change processes. Legitimacy was drawn from guidance from a professional association for directors that outlined how boards could become strategic asset to the firm that was consistent with a stewardship model of governance that saw boards collaborative with management. It is also argued in this thesis that following the Enron scandal, directors searched for a model of practice that would be more efficacious such that their fears of liability were reduced. In searching for and adopting a new model of practice, the collaborative board, it is also argued that adoption requires coupling to the technical core (enacted), as opposed to symbolic, if it is to be effective. This research studies directors and senior management of public firms of the TSX Composite by way of survey methods. The findings provide support that the board is evolving in Canada to a new collaborative model and that the model of practice appears to be enacted (coupled) as opposed to symbolic (decoupled). Further, the results did not find that collaborative boards are impaired in their monitoring function and support is found that the board’s monitoring role may actually be enhanced. These results are discussed as well as future research directions and limitations of the study.

Board involvement in Information Technology (IT) governance and the antecedents and consequences of such involvement are examined from both a theoretical and practical perspective. Practitioner and academic IT governance literature highlight the need for increased board involvement in IT governance; however, it seems that many corporate boards do not practice a formalized style of IT governance, while those that do, face significant challenges. A gap clearly is seen as in spite of the potential benefits of board IT governance and the costs of ineffective oversight, there has been little field-based research in this area, nor adequate application of theory. This research addresses this gap by developing and testing an exploratory multi-theoretic framework of board IT governance. Drawing upon strategic choice and institutional theories, and Ashby’s Law of Requisite Variety, a model of the antecedents (organization factors and board attributes) of board IT governance and its consequences (financial performance and operational performance) is both developed and tested. Unlike previous studies, board IT governance is designated as a central construct in this model rather than a secondary factor. Constructs of board IT governance and IT competency are explored and multi-item measures for both constructs are developed. Board IT governance is conceptualized as the extent of offensive and defensive board oversight activities, while IT competency is conceptualized as the extent of IT expertise (IT knowledge, experience and training) and IT governance mechanisms (structures, processes and relational mechanisms). Detailed interviews with board members enabled a preliminary examination of the theoretical framework. To further test the propositions in the theoretical framework and to validate the measures for the board IT governance and IT competency constructs, an online survey was administered to corporate directors across Canada. Exploratory Factor Analysis and Ordinary Least Squares multiple regression were used to analyze responses from 188 directors. The board IT governance and IT competency constructs were well supported by the data. In addition, the results show that the organizational factors explain 28% of the variance in board IT governance, and that board attributes explain 39% more of the variance, for a total explained variance in board IT governance of approximately 68%. The results also show that board IT governance has a positive impact on operational performance, explaining 19% of the variance in operational performance. However, the proposed impact of board IT governance on financial performance, and the impacts of ‘fit’ between role of IT and board IT governance approach on financial and operational performance were not supported by the survey results. Overall, this research makes a theoretical contribution by: focusing on the board’s role in IT governance; developing a multi-theoretical model of the antecedents and consequences of board IT governance; developing measures of board IT governance and board IT competency, and; empirically assessing the antecedents and consequences of board IT governance.

In the evolving global economy, boardroom governance has forged an increasing influence on what transpires in corporations today. Within the boardroom, expectations of board directors and executive management (key actors) have shifted dramatically due to the financial failures (i.e., Enron and WorldCom, etc.) and the ensuing global financial crisis in the 2000s. The belief is that these directors and managers contributed greatly to these crises (Boerner, 2011). Consequently, there is a growing appeal to study boardroom governance and the roles of board directors and executive managers, not from a structural description, but rather from a behavioral perspective. In the literature, corporate governance structural framework is well informed while the behavioral framework is lacking. Often referred to as a black box, board behavior is not well understood because board processes are not easily observed nor are researchers readily invited to do so (Barratt & Korac-Kakabadse, 2002). There is therefore a clear call for studies to examine the black box of boardroom governance (Erakovic & Overall, 2010; Lockhart, 2010; Huse et al, 2011). Recognizing this demand, an examination of the beliefs and values of the board directors and executive managers in their boardroom culture, was undertaken as the starting point to open the black box of boardroom governance.

Board involvement in Information Technology (IT) governance and the antecedents and consequences of such involvement are examined from both a theoretical and practical perspective. Practitioner and academic IT governance literature highlight the need for increased board involvement in IT governance; however, it seems that many corporate boards do not practice a formalized style of IT governance, while those that do, face significant challenges. A gap clearly is seen as in spite of the potential benefits of board IT governance and the costs of ineffective oversight, there has been little field-based research in this area, nor adequate application of theory. This research addresses this gap by developing and testing an exploratory multi-theoretic framework of board IT governance. Drawing upon strategic choice and institutional theories, and Ashby’s Law of Requisite Variety, a model of the antecedents (organization factors and board attributes) of board IT governance and its consequences (financial performance and operational performance) is both developed and tested. Unlike previous studies, board IT governance is designated as a central construct in this model rather than a secondary factor. Constructs of board IT governance and IT competency are explored and multi-item measures for both constructs are developed. Board IT governance is conceptualized as the extent of offensive and defensive board oversight activities, while IT competency is conceptualized as the extent of IT expertise (IT knowledge, experience and training) and IT governance mechanisms (structures, processes and relational mechanisms). Detailed interviews with board members enabled a preliminary examination of the theoretical framework. To further test the propositions in the theoretical framework and to validate the measures for the board IT governance and IT competency constructs, an online survey was administered to corporate directors across Canada. Exploratory Factor Analysis and Ordinary Least Squares multiple regression were used to analyze responses from 188 directors. The board IT governance and IT competency constructs were well supported by the data. In addition, the results show that the organizational factors explain 28% of the variance in board IT governance, and that board attributes explain 39% more of the variance, for a total explained variance in board IT governance of approximately 68%. The results also show that board IT governance has a positive impact on operational performance, explaining 19% of the variance in operational performance. However, the proposed impact of board IT governance on financial performance, and the impacts of ‘fit’ between role of IT and board IT governance approach on financial and operational performance were not supported by the survey results. Overall, this research makes a theoretical contribution by: focusing on the board’s role in IT governance; developing a multi-theoretical model of the antecedents and consequences of board IT governance; developing measures of board IT governance and board IT competency, and; empirically assessing the antecedents and consequences of board IT governance.

This study examines the significance of corporate governance mechanisms during the corporate governance reform using a sample of 117 non-financial Japanese firms listed on the Tokyo Stock Exchange over the period 1989 to 2001. Japans prolonged recession brought about numerous reforms in post-bubble Japan. Although it is plausible to infer that the corporate governance system in Japan may have been a factor that led to the sustained recession in Japan, it is vague as to how deep and thorough the changes to Japanese corporate governance have been. The inference is that adverse impact of corporate governance may have been one of the factors that led to the sustained recession in Japan. Numerous proposals have been offered and some implemented in an attempt to fix problems exposed during the recession period in the 1990s. Remedies include instituting reforms to corporate governance by establishing new standards, punishing malpractice, and changing corporate board structures. Many Japanese firms look abroad for alternate governance mechanisms to integrate into their own system of control. As such, most reforms propose changes, for the most part, reflecting the American-style of corporate governance: alignment in incentives between top management and shareholders, board size reductions, and greater board independence to promote better monitoring and firmer discipline. <p>The significance of proposed changes to traditional Japanese corporate governance is examined in this study. Using a different econometric approach from that of previous studies, the relationship between board composition and firm performance is examined with a simultaneous framework of equations. The purpose of this empirical framework is to tackle potential endogeneity problems between board composition, governance and performance variables. Results show that: (1) there exists a significantly negative relationship between turnover of members of the board of directors and firm performance; (2) board size reduction is significant, but there is no evidence of consistent relationship between outside directorship and firm performance. (3) While keiretsu membership is generally relevant in linking board turnover and performance in Japan, board turnover is sensitive to performance in firms where ownership is concentrated than where ownership is dispersed. (4) President turnover, whether routine or non-routine, is unrelated to performance. Overall, results support that the entire board assumes responsibility for the firms performance and the 2SLS model is an effective estimator for estimating the relationship between board composition and firm performance.