...------------------------------------------------- Corporate governance literature review Prepared by: Zainab Ashfaq (4525819) Unit Code: BGP8022 CEO DUALITY-THE COMBINATION OF CHAIRMAN AND CEO ROLES A literature review of different theories and empirical research about CEO Duality. INTRODUCTION Recent financial scandals like Enron, Mobily and WorldCom arise a demand for a better monitoring and controlling structure within the organizations. Conflict of interest between the shareholders and the managers is an on going debate in the literature of corporate governance. In this situation, the board of directors is supposed to be a critical mechanism in supervising the actions of management. Researchers of corporate governance field are well motivated to study about the numerous features of the board of directors based on different theoretical backgrounds. Agency theory and the stewardship theory has been widely used as a theoretical framework by many of these studies. Concerning the board of directors, a developing area of research is whether the CEO and board Chairman roles are split or not to be split (Dey, Ellen and Liu 2011). Agency theory proponent claims that in the best interests of shareholders it is necessary to have a separate Chairman of board and CEO (Nicholson and Kiel 2007). On the contrary, stewardship theory supporters believe in the concept of CEO duality in which the role of CEO and board chair is performed by one person (Abels...
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...ABSTRACT An active, well-informed, well-trained Board of Directors (BOD) is absolutely essential to the success of the organization. The BOD for this organization is not unlike any other not-for-profit boards with less than 10 years in age. The boards of these organizations sometimes consist of inexperienced and unknowledgeable management professionals. New board members are excited to make good decisions and evoke proper change within the organization. They soon find out change is not quick and results aren’t seen over night. Due to this reality board members with tenure can become complacent and thereby miss opportunities for organizational growth. This can create barriers to performance for young board members and old board members alike. This paper argues the necessity of continual board development using assessment methodologies. It takes into consideration current knowledge on why and how development can detour ineffective job performance amongst board participants. This paper creates a possible framework for BOD development in non-profits. OUTLINE Introduction and Overview 4 Evidence or Support Statements 5 Warrants 6 Counterclaim Statement 7 Rebuttal Statement 8 Conclusion Statement 9 References 11 Introduction and Overview Board members are a significant asset to organizations. They make decisions based on strategic need and corporate responsibility. Rarely though do new members arrive on the board with years of experience in the nonprofit sector...
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...Chapter 1 Current situation a. Current performance b. Strategic posture Market share in shampoos 2.5% share of 3800 crore of shampoo market in india and 19% of 450 crore face cleansing market. 13% Chapter 2 Corporate governance a. Board of Directors 1. Name | Title | Ravi Prasad | Executive Chairman, Chief Executive Officer and President | S. K. Mitra M.D. | Executive Director | 2. b. Top Management Chapter 3 External environment a. Natural, physical, environment b. Societal environment c. Task environment d. Summary of external factors Mission Himalaya's mission is to make herbal wellness a part of every home. We want to be the most trusted company in scientific herbal healthcare and most admired for our ethics, values and commitment to sustainability. Our mission statement reads: Establish Himalaya as a science-based, problem-solving, head-to-heel brand, harnessed from nature's wealth and characterized by trust and healthy lives. Develop markets worldwide with an in-depth and long-term approach, maintaining at each step the highest ethical standards. Respect, collaborate with and utilize the talents of each member of the Himalaya family and the local communities where Himalaya products are developed and/or consumed, to drive our seed-to-shelf policy and to rigorously adopt ecofriendly practices to support the environment we inhabit. Ensure that each Himalaya employee strongly backs the Himalaya...
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...Print BestFit RE: Assignment 2.1: Project—The Firm's Form of Business Ownership Nikki Pearson The Firm's Form of Business Class, May 12, 2011 Assignment 2.1 The current form of business ownership of Nike is corporation. Phil Knight is the company chairman William J Bowerman is the Deputy Chairman, Mark Parker is the President, CEO, and Director, and Gary DeStefanio is the President/ Global Operations. A corporation is a legal business organization; it has board of directors, stockholders, shareholders, a President, CEO, and Vice President. Nike has a headquarters. Nike Corporate Headquarters is located in Beaverton, Oregon and the Nike World Headquarter sis in Washington, D.C. There are some advantages and disadvantages of this form of ownership. The advantages are easy to raise capital, easy to attract employees, specialized management, and limited liability. The personal assets of shareholders are not at risk. Even though the owner own all the shares they are not personally responsible for them. The disadvantages would be hard/ difficult, costly to form, heavily regulated by the Government, and double taxation. It pays taxes separate and apart from its owners. Once when the company makes its profit and again when dividends are paid to the shareholders. This form of ownership affects...
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...assumes wide general skills of the management, which goes along very well with the board opportunities for training managers receive. However, in some cases more in-depth skills are required turning this advantage into a disadvantage. Since functions are duplicated for each division, the organization has more expenses. (Bateman) Johnson & Johnson is known by its strong work design concept, the decentralized management. On the top of the organization is the Board of Directors lead by the CEO. Members of the Board are selected annually by the shareholders. The organizational chart of the Board shows that currently there are 12 Board members. (J&J) The CEO oversees: - the CFO, Vice President Finance; - the Vice Chairman of the Management Board, Worldwide Chairman, Medical Devices and Diagnostics, Global Supply Chain, Government Affairs and Policy; - the Vice President of Human Resources; - the Vice President of Legal Counseling; and - the Vice President of...
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...Summary of Facts and Circumstances Peter and his wife Catherine started to collect contemporary art in the 1970’s after she was forced to give up her legal career due to an illness. In June 1981 Peter was invited to join the MCA board of trustees. In 1989 Peter was elected the board chairman. He then devoted more time to managing the MCA with the hope that his business acumen could make MCA a more nationally prominent museum. At the start of 1989 Keith Schmidt was hired as MCA’s executive director. One of the first things he did was to set goals for the museum. He wanted it to be the best museum in the Midwest and among top five across the nation in five years. There was constant tension between Peter and Keith. It became visible to others by October in 1991. Peter and Keith were arguing about the direction and speed of MCA’s expansion. In November of 1991, the board decided to vote on whether to go with Smith’s conservative policy, to come with a backup plan in case the MCA’s expansion doesn’t work out, or with Schmidt’s advice to rapidly expand MCA. Even some of the board members were skeptical about the rapid expansion of the MCA they still decided to go with Schmidt’s plan. Smith was upset about the vote and soon after he disappeared with his wife from Chicago area. The board directed a new chairperson. In 1997 Peggy Fisher, the new chairperson, discovered that a $5 million pledge was not honored. They still went ahead with construction of the new building. In late 1997...
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...American Express Chairman/CEO Influence and Outcomes 7/30/2011 TABLE OF CONTENTS American Express Overview 3 James D. Robinson 3 Success and Failures of Robinson 3 Board Of Directors 4 Decisions Required 4 Candidates for CEO Position 5 Robinson’s Strategy 5 Decisions Of The Board 5 Problems Faced By American Express 6 Solution 7 Lessons Learnt 7 References 7 AMERICAN EXPRESS OVERVIEW American Express Company (American Express), incorporated in 1965, is a global service company The Company’s principal products and services are charge and credit payment card products and travel-related services offered to consumers and businesses around the world. American Express Company and its principal operating subsidiary, American Express Travel Related Services Company, Inc. (TRS), are bank holding companies. It is principally engaged in businesses comprising four reportable operating segments: U.S. Card Services, International Card Services, Global Commercial Services, and Global Network & Merchant Services. Its range of products and services includes charge and credit card products, expense management products and services, consumer and business travel services, stored value products, such as Travelers Cheques and other prepaid products, network services, merchant acquisition and processing, point-of-sale, servicing and settlement, and marketing and information products and services for merchants, and fee services, including market...
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...International World Vision World Vision is a co-operation of central control of today's three different levels of interdependence country offices coalition organizational structure. Three country offices are 1.The National Offices which under the strong control of central state offices as an international World Vision, a branch registered in the host country. 2. Intermediate stage of country offices, with its own board of directors, but has agreed to the international World Vision as an important management decisions, to seek approval. 3. Interdependence of national registration offices in the internal decision-making autonomy, but is expected to cooperate with the international World Vision, and bound to the Covenant of Partnership. All national members of the World Vision Partnership have to sign the Covenant of the Partnership. In addition to all the members of this country offices must agree and accept such policies and decisions established by the International Council, and did not set up an office or program their own borders to the outside world without the consent of World Vision and the host country. Beside this, to direct project established outside their borders for all funds must be through the World Vision International Remittance. At the same time, through the international board's financial planning and budgeting principles have to accept on behalf of partners, as well as country offices to review the financial condition. The president of World Vision International...
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...Chairmen are required to "chair," or facilitate and preside over, company board meetings. More specifically, a chairman is expected to determine the agenda of the meeting at hand, encourage discussion and participation from all directors and board members and relay pertinent information regarding current events within or pertaining to the company. A chairman is also expected to point issue discussions and debates toward a consensus stance, upon which the majority of the board agree, and which can therefore be acted upon for the expected benefit of the company or organization. Organizing The Board • For productive meetings to take place, the board in question needs to consist of an effective balance of members in regards to the board members' ages, work experience and personalities. This organizational or compositional process is ongoing; as a person carries on in their role of chairman, they will find that board members will either leave of their own volition or will need to be replaced. Additionally, a chairman needs to involve directors already on the board to mentor new directors who are new to their position. • Spokesperson/Representative • Depending on the company or organization, the scope and frequency of public relations duties for a chairman may range from practically nonexistent to major responsibility. The spokesperson responsibilities of a chairman generally involve relaying the mission statement of the company or organization to the public, along with adequately...
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...Understanding the Behavior of Nonprofit Boards of Directors: A Theory-Based Approach What are Nonprofit Boards of Directors? When thinking about Nonprofit Board of Directors, you tend to think of a group of people sitting on a panel telling the owner of a company what’s best for their company. However, there are different behaviors being displayed amongst Nonprofit Board of Directors and according to (Miller-Millesen, 2003) agency theory, resource dependence theory, and institutional theory are ways to predict and understand board of behavior. Define the Functional Responsibilities of the Board of Directors According to (Miller-Millesen, 2003), policy formation, strategic planning, program monitoring, financial planning and control, resource procurement, board development, and dispute resolution are the seven best practices for an board of directors to be effective. “Directors have two fundamental fiduciary duties, the duty of care and the duty of loyalty.” (Responsibilities As A Director On A Board, 2012) Nonprofit Board of Directors may have all the right intentions to fulfill their duties, but may fall astray upon circumstances. We all have heard the saying “any means necessary” well Nonprofit Board of Directors maybe put in a position to do just that act in way they should not act. “Following the law may seem a simple charge, but ensuring that the organization does not drift from its mission may require greater vigilance, especially...
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...James Ward English 211 Enge 3/3/15 Conducting an Association Board Meeting A board meeting is a meeting of the directors. Board meetings are an integral part of an Association’s operation. They must be distinguished from a general meeting, which is a meeting of the owner members of the association. These meetings inform the Board of Directors about the current standings of the association. Board meetings are way to discuss any major changes, plan the future, and conduct the routine business of the association on behalf of its owners. There minimum of nine steps necessary to conduct a proper board meeting, but before a meeting can commence, the president must send an agenda to the board. The agenda outlines the flow of the meeting, including points of discussion, presenters, time frames, and time and location of the meeting. It also often distinguishes between new meeting topics and old business. It is important for as many board members to attend the meeting as possible so that they can provide their input and vote on subjects. 1. Call to Order When the board members are present, the president calls the meeting to order. This notifies everyone that the meeting has started and they are conducting official association business. At this point the secretary starts to take notes for the meeting minutes, which are the official notes about the business of the board. These minutes will serve as a record for the owners. 2. Roll Call of Board -- Establishment of Quorum ...
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...production companies from all over Europe. It now has a catalogue of rights in over 50 features including Academy Award Nominee and Venice Golden Lion winner Before the Rain, box office horror hit Deathwatch; Cannes Directors’ Fortnight opener Princess; Sundance South African hit Son of Man; Jason Biggs starrer GUY X and Dinard winner White Lightnin' as well as 2012 Berlinale Audience Award Winner Parada by Srdjan Dragojevic. The company remains fully owned and managed by producers Mike Downey (European Film Academy Board Member, BAFTA Council member and member of the BAFTA Film Committee) and Sam Taylor ( Board of PACT) backed by its advisory board Billy Elliot/The Hours/The Reader/Incredibly Loud and Extremely Close director Stephen Daldry (Chairman), ex-Creative Artists Agency agent Johanna Baldwin, former Chief Executive of the Guardian Group, James Markwick, merchant banker and internet pioneer Matthew Wilson. Launched in 2000 as part of a public offering on the Frankfurt Neuer Markt, F&ME was the subject of a management buy-out by its principals Sam Taylor and Mike Downey in 2003, and as an independent entity has kept to its annual production targets of producing 2 in house films and between 4 and 6 co-productions a year in the £1.5 - £5 million budget range. The first decade of F&ME’s existence saw it entering into production on 50-odd...
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...Constitution of the Corporate and Securities Litigation Group First Amended Version enacted April 13, 2010 by assent of the General Board of the Corporate and Securities Litigation Group. |VA TÇwÜxã eÉç |WtÑ{Çx WâÑÄxáá|á |mtv{tÜç e|utv~ |UÜ|ààtÇ| etâÄxÜáÉÇ | |President |Vice-President |Treasurer |Secretary | |^tà{ÜçÇ `tàtÜxáx |]Éçvx UA eÉwÜ|zâxé |V{Ü|áàÉÑ{xÜ `tÜÉààt | |Intermural Chair |Intramural Chair, |Journal Co-Chair | | |Journal Co-Chair | | University of Florida Fredric G. Levin College of Law ARTICLE I Name of Organization The name of this organization is the “Corporate and Securities Litigation Group” and is also referred to as “CSLG.” ARTICLE II Purpose of CSLG The primary purpose of this organization is to assemble together, educate and involve University of Florida Law students in one of the most lucrative...
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...agree with all the changes Aron would like to implement, but it seems that he is on the right track of it in general. As far as I am concerned, the main problem appear when relatively young person, like Aron, comes to the board in a role of a chairman and starts performing “reforms” which are not in the parallel with others- more older and mature members. This could ruin Harilela family harmony, which was created and well treated during a number of years. From the other hand, in case Aron just join a board as a chairman and starts follow its old way of doing business, it could have a negative affect on the last one as will not be efficient in the nowadays environment. Obviously there is not sense to follow that path as it does not bring a success to anybody. The challenge is to become a leader for the old Harilela generation and create a synergy by proving that Aron can bring success to the entire family and the business. In my view, he already proved that he can add value to the group by successful accusation of some real estate in the past. This was done with no control from Hari and proves Aron’s capabilities for defining a global strategy of the group. This also could be used as a good reference when appointing Aron to the chairman role. Second essential thing is to ensure support of his mother Padma. According to informal rules of Harilela family, women’s opinion is...
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...Are Two CEOs Better Than One? The case of WIPRO Take an organization with business divisions that overlap, add rapid growth, and flavour with problems arising from an uncertain environment. What you have, potentially, is a recipe for confusion. At Wipro, India's largest software services firm, however, little evidence of confusion has appeared despite the turbulent winds that have buffeted the company for the past few years. When former CEO Vivek Paul left to join Texas Pacific Group, a private equity firm, Wipro has had no CEO since Paul's departure, with Chairman Azim Premji -- who owns more than 80% of this Mumbai- and New York-listed company -- combining the roles of both chairman and CEO. Wipro was established in 1947. It was a vegetable oil company to start with and was created from an oil mill established by father of Azim Premji, present Chairman and CEO of Wipro. It later ventured into consumer goods in 1966 under Azim Premji's leadership as Wipro Ltd. In 1975 Wipro Fluid Power was set up to make pneumatic cylinders and hydraulic cylinders. Wipro demerged its non-IT businesses such as in consumer care, lighting, hydraulics and medical diagnostics into a new company to provide more focus for its IT business. Infosys and TCS are pure-play IT services companies. The demerger will help improve profit margins. But analysts think that moving out the small non-IT businesses from the company will alone not help. The company needs to focus on using technology to solve business...
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