Decision-Making Process in Japanese Board Room. Audit ＆ Supervisory Board as a Source of Information to Outside Board Members： A Systematic Review

I the context of the Corporate Governance Code enactment in Japan, we examine how newly introduced outside directors in Japanese boards obtain information to take part in the decision-making process. We conducted a systematic review of the literature and found 18 peer-reviewed publications in a time span between 2000 and 2016 that described the asymmetry of information between the insider group of board directors （including the CEO） and the outside board members. Our fmdings show that for the course of more than a decade, despite all changes and reforms, the role of board directors, whether insiders or outsiders, is still supplementary. They are treated more as advisors than active part in the decision-making process. We reveal different insider sources of information as forming social ties with the CEO and/or inside board directors and collaboration with Audit ＆ Supervisory Board （Kansayaku）, which can help reduce this asymmetry and improve the decision-making process. We assume that it will be easier for the outsiders to establish contacts and form social ties with the Audit ＆ Supervisory Board members because of their unspoken lower status and thus to obtain more information about the company internal affairs and discussions that take place during the informal meetings, where only insiders （including the CEO） are present.

Effectiveness of Supervisory Boards in Coordination With Audit Committees in China

China＇s supervisory mechanism is peculiar in that it integrated the supervisory board （SB） of the German corporate governance （CG） model in 1993, and has simultaneously adopted the audit committee （AC） of the Anglo-American model since 2002. This paper aims to reveal the effectiveness of SBs in coordination with ACs in China. The regulations for Anglo-American and Chinese systems are compared and further evidence is provided through interviewing two governors of all listed companies in the SSE and of 79 investment corporations in Hangzhou. Both statements indicate that China still faces difficulties and problems in meeting the two indexes of independence and expertise of supervision to give effective supervisory functions. Both opinions differed in terms of the co-ordination of SBs and ACs in the future. The evidence presented forms a basis for proposals of how key characteristics of effectiveness and co-ordination can be improved to make supervisory functions in China more effective.

The Modem Business Reporting Dimension Including the Reports of the Supervisory Board

This paper is of conceptual nature. The considerations are based on literature studies and empirical research carried out in 2009 and 2011 among the members of supervisory board in Polish public companies. The purpose of this article is to present a new business reporting model extended by the supervisory board＇s reports. The part of this article, which is based on the literature research, clarifies the scope of modem business reporting, being a part of a company＇s information system. This article includes management commentary proposal prepared by the International Accounting Standards Board （IASB）. The authors proposed a supplement to the management commentary which is a global model of disclosures accompanying financial statements. According to the concept presented in this article, information prepared and disclosed by managers in financial statements and management commentaries are parts of a larger reporting system-corporate reporting supply chain. This paper mainly proposes an extension of a modem company＇s information system with a new channel of communication, such as supervisory board＇s reports. This article explains the role of a supervisory board associated with the conception. In the prepared conception, supervisory board becomes an active reviewer of management action. Moreover, it is also an active participant in the chain of corporate reports. Deliberations presented in this article are the voices in the debate on the shape of the modem business reporting.

Board Members Oversight System- A Polish Example

The goal of the study was the development of a system to monitor the members of supervisory and management boards. The system currently covers 8,454 joint stock companies registered in Poland. The main purpose of the system is to monitor every change in the composition of every board of every joint stock company, from March 2001 up to the present, and it is updated every month. This system, however, also enables us to confirm some of the theories from the field of corporate governance. A generation change has been identified in the boards of the joint stock companies which were examined. Women constitute a large, and continuously increasing, section of the board members. The number of family companies, and of family involvement in boards, is still increasing. Board members of financial institutions （and not just of banks） possess significantly more directorates than board members of non-financial institutions. The number of interlocking directorates is positively linked to the macroeconomic development indicator of the total investment as percentage of GDP for Poland.

Organizational Form and Expense-Preference Behavior： Evidence From Islamic Banks

This paper examines the organizational forms of Islamic banks, corporate governance mechanism, and their effects on organizational behavior, specifically related to managerial expense preferences. The paper opted for an ordinary least square （OLS） cluster regression and followed by a stochastic frontier approach test as a robustness test. Findings of this study indicate that organizational forms of Islamic banks influence managerial expense preferences. A stochastic frontier approach test supports the initial findings and reveals that the average noninterest cost inefficiency of Islamic banks without Shari＇ah Boards is 23% compared to commercial banks. Islamic banks with Shari＇ah Boards are, on average, 28% less noninterest cost inefficient compared to Islamic banks without Shari＇ah Boards, and are on average, 16% less noninterest cost inefficient compared to commercial banks. Shari＇ah Supervisory Boards＇ positive implications for Islamic banks are independent of the expectations of the governing structure or ownership. Specifically when looking at Islamic banks with Shari＇ah Supervisory Boards, managerial propensity to engage in self-serving behavior is reduced. This paper fulfils an identified need to understand how the distinct nature of Islamic banks organizational forms and governance impact managerial behaviour.