Tài liệu miễn phí Tiếng Anh thương mại
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Directors have a fiduciary duty to the organization, which requires
them to exercise their powers in the best interest of the organization.
This duty has two parts: the duty of care, and the duty of loyalty.
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The duty of care involves the exercise of prudence and diligence,
as well as competence or skill. The standard of care which directors
must meet may be higher for board members with professional
training, such as lawyers or accountants. It will also be higher for
directors of a charitable corporation. The duty of loyalty involves
good faith, trust, and special confidence. Directors may not delegate...
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The appraisal process can be uncomfortable, particularly in an
informal culture where there are friendships between the individual
and members of the board. The best approaches begin with
establishing a clear understanding between the board and the
employee of the requirements of the position and the basis on which
performance will be evaluated. This can include: meeting measurable
targets, conforming to the organization’s ethical standards, treating
others with respect, and maintaining good community relationships.
It may be appropriate to obtain input from employees and other
stakeholders. Care must be taken to keep the appraisal process
objective and free from personal...
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A closely related and key issue is succession planning. The board
must make sure that the organization is prepared to keep operating
when key staff members leave or are away for extended periods
and has a list of potential successors to the Executive Director. The
Executive Director’s job description should include identifying,
developing and training internal prospects for key responsibilities.
In organizations that have too few employees to provide backup
and succession the board should work with staff to develop lists of
essential responsibilities and plans for handling them in the event of
terminations and absences.
Procedures should be established...
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Organizations get things done through people. The Executive
Director’s job includes making sure that the organization has the
people it needs to do the work and that everyone knows who does
what. This means having some form of organizational structure,
job descriptions, policy manuals, training and supervision for
everyone — both employees and volunteers. Smaller organizations
can be quite informal in this although some written guidelines are
valuable — especially when people leave and must be replaced. It is
particularly important to establish what is done by staff and what by
volunteers, who is accountable, and how much authority each...
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Tham khảo sách 'organizational telephone directory', giáo dục - đào tạo, cao đẳng - đại học phục vụ nhu cầu học tập, nghiên cứu và làm việc hiệu quả
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Tham khảo sách 'eras program director’s workstation (pdws) user guide 2013', giáo dục - đào tạo, cao đẳng - đại học phục vụ nhu cầu học tập, nghiên cứu và làm việc hiệu quả
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In order to understand how certain strategies and elements of
emotional intelligence influence organizational effectiveness
and, consequently, the relationship between board and executive
director, it is best to read the report in the order presented.
However, if an organization believes it is struggling with one
area in particular (for example, how the type of information-
sharing has influenced their relationship), it is certainly feasible
to read that particular chapter for insight. Whichever method the
reader chooses, no one chapter should be read in isolation without
the context provided in Chapter Two about trust, respect, and
appreciation....
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Interview participants identified organizational effectiveness as
one of the top two things that has an impact upon the relationship
between the board of directors and executive director. Chapter
Four details what areas of organizational effectiveness have the
greatest impact on the relationship.
Chapter Five addresses how emotional intelligence and other
leadership qualities influence the board/executive director
relationship. In addition to organizational effectiveness (Chapter
Four), interview participants identified emotional intelligence as
the other major thing that can impact a relationship. In other words,
it is not just what is done, but how it is done, that has an impact
on the relationship...
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Occasionally, the reader may notice a focus from the interview
responses on the role of the executive director, both what they
contribute to an effective relationship and how they benefit. Of
special note is “New Thinking about Roles” in Chapter One in
which the literature proposes executive directors should be more
involved in areas that, in some organizations, were traditionally
and previously defined as strictly board domain.
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Interview results support the idea that the executive director plays
a central role of in an organization’s operations and effective
governance. In the organizations interviewed, all had self-defined
successful relationships between the executive director and board
of directors—partly because the executive director actively
participated in board matters. The caveat is that executive directors
were strategic in their areas of involvement and, more importantly,
how they got involved (i.e., the manner in which they conducted
themselves and tone of their participation) in matters typically
viewed as board domain. For example, executive directors offered
support and guidance to their boards of directors...
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This observation marks a departure from more traditional views
of the interaction between the executive director and the board
of directors in governance matters. Some organizations reading
this report may wish to increase the extent of the executive
director’s participation in board matters to reflect what the
interviewees described and I have summarized. The degree to
which the relationship improves can be tangible but, as with any
organizational change, this happens only if change is managed
fairly and appropriately. Before embarking upon any changes in
an effort to improve the relationship, organizations should first
reflect at length on the nature...
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We acknowledge the humanity of the other person
when we communicate at many levels that person’s worth and
dignity. This is how we build relationships that unleash the human
spirit
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.”
In spite of these references, however, little in the literature specifies
practices or actions within an organization that can build trust,
respect, or appreciation nor does the literature examine how to
recognize when those feelings exist between the executive director
and board of directors. So, to lay a foundation for examining
current practices in the sector, the interview questions for this
research project first attempted to determine what is the...
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Interview participants identified a number of things that help
develop trust, respect, and appreciation in the relationship. They
felt, however, that these actions were not taken with the specific
purpose of developing those feelings, but rather these actions were
good practice in their organizations for other reasons and had the
added benefit of helping to develop trust, respect, and appreciation.
They do not think, at a conscious level, about what they can do to
build these feelings; rather they are focused on effective practices
within their organizations, which, in turn, develop trust, respect,
and appreciation over time....
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Interview participants concurred that trust, respect, and
appreciation must be developed over time and that having the
same people involved over a longer period of time helps create
and maintain a culture of trust. The length of board terms was
one example given. The longer the term (or the number of terms
allowed), the more the board member’s knowledge grows thereby
increasing trust and the continuity for maintaining that culture
of trust. In addition, previous experience on committees before
joining the board meant that people already had interaction with
the executive director through committee work. Therefore, they
knew the executive...
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Verbal acknowledgement. When someone is told s/he is
appreciated, this further develops the feeling, particularly
if the words are spoken publicly. For example, interview
participants frequently cited board meetings as a typical
place where one party or the other could express feelings
of appreciation (“Thank you”) or trust (“ This is your area
of work. We trust you to do it”). In one organization, the
chair spoke highly of the executive director’s skills in this
area stating that “(the executive director) is very thoughtful
and diplomatic and therefore is very good at recognizing the
accomplishments of board members when they...
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Ongoing board orientation is needed in order to maintain the
culture of trust. When the board is kept informed of an issue
all along, it will more likely trust and respect the executive
director’s recommendations or actions because it understands
the background and rationale. Ongoing orientation, instead of
an annual one-time event, is needed in order to maintain the
culture of trust and respect.
One board chair described annual orientation this way. “It’s
like going away to church camp and getting saved. And then
you come back to your old evil ways. Everybody’s great
and it...
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Discussions are non-confrontational and productive. As
one executive director put it “do we fight constructively?” The
ability to discuss the “hard” issues respectfully creates trust
that people can express opinions without being attacked. It
also leads both parties to believe that, no matter how hard the
issues, “we can tackle it together and resolve it together.” The
executive director must encourage discussions about items
that have values associated with them. This makes the board
feel needed, engaged, and contributing—plus it builds trust
that the executive director will not avoid the tough issues....
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Competence of both executive director and board of
directors. If the executive director and board members meet
or exceed expectations over and over again, mutual respect
increases. Executive directors said, however, that their boards
seldom, if ever, do self-evaluation so it would be difficult for
boards to reflect in measurable ways on whether they were
meeting standards of good governance.
Some interview participants felt that an executive director’s
positive performance review expressed appreciation for a job
well done. One executive director described how competence
influenced the relationship: “An executive director should
want the board to think of them...
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xSelecting jobs for board members based on their expertise.
The executive director makes suggestions to the board chair
about which board member would be appropriate for a
specific job because of his/her skills, abilities, knowledge,
and interests (for example, who is good at public speaking,
who has the historical perspective, who is good at looking to
the future). The executive director respects what each board
member brings to the table, and each board member respects
the executive director’s ability to capitalize on those strengths.
If the executive director suggests changes to which board
member does which job, it is with...
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This paper studies performance effects of appointing other firms' executive directors
to corporate boards in the UK. Consistent with the explicit advantages associated
with non-executive directors, as set out in the various UK corporate governance
codes, our basic hypothesis maintains that, in the presence of director fixed effects,
the appointment of an executive director as non-executive director will have a
positive impact on the appointing company‟s performance. Our empirical analysis is
based on a new rich panel dataset that is obtained by merging financial data from
Extel Financial and director information from the...
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Finally, in this paper we provide, by examining various interactions between the
characteristics of the firms where IEDs hold executive and non-executive posts, a
number of new insights into the importance of directors‟ human capital and its
transferability across different industries.
Our results can be summarized as follows. First, appointing a non-executive director
that is already an executive director in another quoted company has a significant and
positive impact on the accounting performance of the firm. Second, the positive
impact on the performance of the non-executive director‟s firm is stronger the better...
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Agency theory argues that there are costs associated with the separation of
ownership and control in publicly held companies. The agency model proposes that
non-executive directors are an effective means of monitoring executive directors and
that they are able to change the behaviour of the executive directors so that
shareholder interests are pursued (Fama 1980; Fama and Jensen 1983; Hermalin
and Weisbach 2003). In addition, providing executive directors with advice may be
another important part of a non-executive director‟s functions (Adams and Ferreira
2007, Harris and Raviv 2008). Adams and Ferreira ...
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The relationship between non-executive director representation and firm
performance is subject to controversy and debate (Goergen 2012). A number of
studies have found a positive relationship between the percentage of non-executive
directors and company performance, for example, Weir at al. (2002) and Mura
(2007). In contrast, others have reported a negative relationship, for example
Agrawal and Knoeber (1996) and Bhagat and Black (2002), Adams and Ferreira
(2009) and Carter et al. (2010). Others have found an insignificant relationship, for
example, Mehran (1995) and Faccio and Lasfer (2000). ...
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Further, Fich and Shivdasani (2006) find that firms with a majority of their outside
directors serving on three or more boards have lower profitability. Thus busy non-
executive directors may be over-committed and therefore unable to fulfil the role of
effective monitors. In addition, Vafeas (2003) reports that longer outside director
tenure adversely affects firm performance. Hwang and Kim (2009) find that the
existence of substantial social ties between outside directors and top management
diminishes the effectiveness of the monitoring role of non-executive directors. ...
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The Higgs Report (2003) into the role and effectiveness of non-executive directors in
the UK highlighted the narrowness of the pool from which UK non-executive
directors have been drawn, including the relative lack of executive directors that
were also acting as non-executive directors. The report states that only around 7.2%
of non-executive directors also served as executive directors. This is a cause for
concern because, as Higgs argues, appointing firms could benefit from the
experience gained by their non-executive directors in the executive post. This
assumes that...
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We employ three different measures of performance: return on equity (ROE) which is
defined as earnings before interest and tax (EBIT) divided by book value of
shareholders‟ equity; return on sales (ROS), calculated as EBIT divided by total
turnover; and Tobin‟s Q.
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The latter indicator is calculated as the ratio of the firm‟s
market capitalization to book value of equity.
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We analyse the effect of IED using two
definitions of variable IEit. First, we employ a dummy variable which takes the value
of 1 if at least one non-executive director is also...
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We also investigate whether the effect of independent directors varies with the
degree of industry similarity between the firms where these directors have their jobs.
First, we consider the impact of appointing an independent executive director who is
also an executive director in a firm that operates in the same industry. We argue that
directors who work as executive directors in the same industry as that of the
appointing firm will enhance the quality of advice offered to the appointing firm. This
suggests that the human capital of these directors...
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The second industry effect analyzed in our paper takes account of the fact that the
human capital of an independent executive can be proxied by the performance of the
company where the non-executive director is employed as an executive director.
One particular issue with relating director quality to firm performance is that the latter
may be influenced by a variety of factors beyond managerial control, such as an
overall economic downturn or industry shock. Firm performance is therefore a very
noisy measure of director quality. ...
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The sample was constructed in the following way. First, we dropped all company-
years that do not report either executive or non-executive boards. Second, we
removed all firms that report either negative equity or negative total assets. At this
point the data consisted of about 57,000 director-company-year observations
pertaining to 8,506 firm-years. Third, to address the issue of firms in severe financial
distress, we have dropped companies that report ROE or ROS less than -1. Fourth,
to reduce the effect of outliers we dropped 1% observations from the left and right
tails of the distribution of performance...
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We find a positive and significant relationship between the ROE of the appointing
firm and the relative performance of the executive director‟s ROE. In terms of
magnitude, a two standard deviations increase in the relative ROE of the company
where director holds an executive position increases ROE of the appointing
company by 0.035. This is a very substantial increase given that the average
(median) ROE is 0.10 (0.12). We interpret this result as evidence that the appointing
firm gains some of the director‟s human capital in the form of better quality...
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