A key role of board directors is to govern corporate strategy. While prior research has provided insights into board roles and activities regarding board governance, the underlying capabilities required to govern effectively remain understudied. This article explores and explicates a capability-based view of board actions in which the specific capabilities that enable boards to govern strategic activities are identified. We specifically examine the conceptual foundations and different types of board capabilities, drawing on illustrative cases as well as information from interviews with board directors in the United States, Asia, and Europe. We then discuss several future research directions that can enrich our understanding of the effects of board capabilities on board governance. This article introduces a fine-grained perspective on board governance that examines the individual director, interpersonal, and board levels. By highlighting the need to build the foundation of governance capabilities at multiple levels, we extend our understanding of the compositional challenges for boards and their governance.

Purpose: By reviewing prior scholarly corporate governance (CG) literature and a review of more recent stakeholder studies, this paper aims to examine the extent to which stakeholders and their interests have gained in importance in recent years compared to the shareholder approach, which is dominant in many national economies and suggest future research opportunities. Design/methodology/approach: This study conducts a literature review to examine major findings in prior studies. Findings: The reviews and analyses provide support for a formal and informal convergence of CG systems towards more stakeholder-oriented elements globally. In general, at the institutional and firm levels, there are remarkable shifts to adopt stakeholder-oriented rules and practices. However, there is limited evidence that all these trends will actually lead to full convergence towards a single stakeholder-oriented governance model. Originality/value: The paper offers an extensive summary of prior studies that investigate the impact of CG on firm stakeholder-orientation and social performance. Based on the review, this study suggests promising research directions.

In this study, we examine the roles of the host country nationals (HCNs)' identification with the MNE and perceptions of subsidiary's career development support as key factors in explaining the HCNs' decisions to provide help to expatriates. Using data collected in four countries (Australia, China, India, and Singapore), we show that HCNs' identification with the MNE and subsidiary's career development support are positively related to their extra-role helping behavior toward the expatriates. Further, the positive relationship between MNE identification and extra-role helping behavior becomes stronger when HCNs perceive that their career development is well supported by the subsidiary. We also provide post-hoc analyses to explore the potential differences of the four host countries in these relations.

Research Question/Issues: Most extant literature implicitly equates obtaining information through board interlocks to acting on the information. We investigate triggers that help to translate the information into action. In addition to exposure to the information by board interlocks, we suggest that the self-interest of the individuals who create these ties and hierarchical power of interlinked firms determines the likelihood of taking actions of adopting new practices. Research Findings/Insights: Using the action of adopting two distinctive governance practices, stock option pays or board reform, we find that sent ties and received ties affect the adoption decisions differently. Whereas sent ties reflect managerial interests, received ties derive power from a hierarchical relationship between the focal firm and the interlinked firm. Such differential nature of sent and received ties drives a differential result in terms of adopting two distinctive governance practices. We also find support for different moderating effects of firm performance on the impact of sent and received ties. Theoretical/Academic Implications: In this study, we incorporated the self-interest of executives with sent ties to prior adopters and the power of directors who establish ties with prior adopters that are hierarchically positioned. By doing so, this study paints a more fine-grained picture regarding underlying mechanisms by which information gained through ties is translated into action. This provides important insights for both agency theory and resource-dependency theory. Practitioner/Policy Implications: Hierarchical board ties are not a unique phenomenon in Japan. We often find such ties in business groups in China, India, Korea, and some European countries. Establishing board interlocks among subsidiaries in a business group is an important governance resolution for controlling the whole business group. Hence, our findings that the ties carry not only information but also agent's interest and hierarchical power should be taken into account when a business group designs board interlocks.

We examine the impact of interpersonal justice among outside directors on the board and between a director and the CEO regarding the director’s monitoring and resource provision behaviors in different cultural contexts. We argue that directors from individualistic countries are more influenced by CEO interpersonal justice while directors from collectivistic countries are more affected by the board interpersonal justice. Our main effect results indicate that interpersonal justice with board members is positively related to both monitoring and resource provision by a director, while CEO interpersonal justice is related only to resource provision. Our results also show different effects on the director’s behaviors between three countries, i.e., Canada, Singapore, and Spain. We found that CEO interpersonal justice is positively associated with resource provision in Canada, while board interpersonal justice is positively related to both monitoring and resource provision in Singapore and Spain. These results suggest that directors discharge their board duties differently by how they are treated by other directors and the CEO and that their governance behaviors vary by culture. This study contributes to the literature on comparative corporate governance by showing the differences in directors’ behaviors in different cultural contexts.

Previous research indicates that the performance effect of prestigious directors is ambiguous. Our study addresses this issue by integrating the theoretical lens of board capital and the institutional perspective. We argue that prestigious directors can bring benefits as well as costs. We claim that the emergence of these costs depends on the institutional context, specifically the institutional characteristics of the country's corporate elite circle which is characterized by the elite cohesion and the elite exclusiveness. Our empirical results with a 15-country sample covering the period of 2005 to 2014 provide evidence for the overall existence of a positive performance effect of prestigious boards. However, our results also indicate that these beneficial effects of prestigious boards are mitigated in countries with high elite exclusiveness. Hence, under these certain institutional conditions, the elite-favouring behaviour of prestigious directors also brings costs.

While directors’ task boundaries are usually ambiguous, some of their activities or behaviors clearly constitute their formal duties, whereas others are usually perceived as organizational citizenship behavior (OCB). Applying identity theory, we present a theoretical model that demonstrates one of the key drivers for directors to engage in OCB with a focus on their role identity. We argue that an individual director’s role identity is one of the key factors that motivate directors to engage in OCB. Furthermore, we propose that two board-level contingencies, board capital, and informal board hierarchy order, can moderate the effect of directors’ role-identity salience on their OCB. That is, low levels of board capital and directors’ higher positions in a board’s informal hierarchy enhance directors’ motivation to engage in OCB.

In this chapter, we investigate the evolution of ownership structure and corporate governance in Japanese firms based on the entire population of listed firms from 1962 to 2012. Ownership structure is one of the main corporate governance mechanisms, and many prior studies focus on the characteristics of the ownership structure of Japanese firms (Gedajlovic and Shapiro, 2002; Gedajlovic, Yoshikawa, and Hashimoto, 2005; Lichtenberg and Pushner, 1994; Prowse, 1992; Yoshikawa and Phan, 2003). The concepts of stable shareholding and cross-shareholding represent the traditional ownership structure, and the bank-centered financial system or main bank system has been perceived as the conventional corporate governance framework in the Japanese firm system (Ahmadjian and Okumura, 2005; Ahmadjian and Robinson, 2001; Berglof and Perotti, 1994; Gerlach, 1992; Hoshi, Kashyap, and Scharfstein, 1990; Kang and Shivdasani, 1995; Morck and Nakamura, 1999; Sheard, 1994). Although prior studies examine this topic, there has not been much focus on the evolution of ownership structure and corporate governance in Japanese firms from a long-term perspective and with the entire firm population. We aim to address these gaps by analyzing the evolution of ownership structure using the entire population of listed firms with longitudinal data.

Research summary: Although previous studies have explored the value of government directors, less attention has been directed at the antecedents of government directors' engagement in value-adding activities, such as managerial monitoring and resource provision. Drawing on social identity theory, we offer a novel model that specifies how a government director's dual identifications with the focal firm, and with the government individually and interactively affect his or her governance behavior. An investigation of government directors in China shows that their identification with the focal firm enhances monitoring and resource provision, while their identification with the government affects monitoring and resource provision differently. depending on the dominance of state ownership. The synergistic/substitutable effects between the two types of identification are contingent on state ownership and governance roles. Managerial summary: This study examines how a government director's dual identities—as a government official and as a board member of a focal firm affect his or her engagement in managerial monitoring and resource provision. Using data of Chinese listed firms, we find that government directors who strongly identify with the focal firm or with the government are highly motivated to fulfill their fiduciary obligations. However, the positive effects of their identification with the government differ between state-owned enterprises (SOEs) and non-SOEs. The combination of the two identifications offers a further boost to monitoring in non-SOEs, and to resource provision in both SOEs and non-SOEs, but it acts as a disincentive to monitoring in SOEs.

Research summary: We investigate why Japanese firms have adopted executive stock option pay, which was developed with shareholder-oriented institutional logic that was inconsistent with Japanese stakeholder-oriented institutional logic. We argue that Japanese managers have self-serving incentives to leverage stock ownership of foreign investors and their associated institutional logic to legitimize the adoption of stock option pay. Our empirical analyses with a large sample of Japanese firms between 1997 and 2007 show that when managers have elite education, high pay inequality with ordinary employees, and when firms experience poor sales growth, foreign ownership is more likely associated with the adoption of stock option pay. The study shows the active role of managers in facilitating the diffusion of a new governance practice embodying new institutional logic. Managerial summary: Why have Japanese firms adopted stock option pay for executives? Inconsistent with Japanese stakeholder-oriented tradition in corporate governance, such pay has been believed to prioritize managerial attention to the interests of shareholders over those of other stakeholders. However, to the extent that shareholders' interests are legitimate in the Japanese context, executives who have self-serving incentives to adopt such pay can leverage the need to look after shareholders' interest in their firms to legitimize their decisions. In a large sample of Japanese firms, we find that foreign ownership (representing shareholders' interests) is more likely to be associated with the adoption of stock option pay when managers are motivated to receive such pay, such as when they have elite education, high pay inequality with ordinary employees, or poor sales growth.

This study examines whether the influence of family ownership on R&D investment varies depending on growth opportunities and business group membership. Using data on Korean firms over ten years (1998-2007), the study shows that family ownership is negatively related to R&D investment, but the relationship becomes positive when growth opportunities are present. The moderating effect, however, differs between independent family firms and family business groups. The positive influence that growth opportunities have on promoting R&D investment is diminished for affiliates of family business groups. These findings imply that family owners invest more in R&D when their family control goals are threatened by the loss of growth potential. The empirical results of this study and its behavioral decision-making model help to bridge the gap between the predictions of the family control perspective and agency theory in explaining R&D investment by family firms in an emerging economy.

We examine how Anglo-American capital market logic penetrated into Singapore where relational logic tends to guide business activities and illustrate how domestic banks reacted to this imported logic in the corporate governance field. We argue that the banks' ability to accommodate competing logics was enhanced by state agencies' willingness to modify Anglo-American standards to fit the local context. Given the resulting institutional ambiguities in rules, local banks, while incorporating higher outside representation on their boards, reinterpreted the meaning of independence and emphasized the resource provision role rather than the monitoring function of outside directors. The resultant institutional change has been gradual.

Emerging market firms (EMFs) are increasingly relying on innovation to find their competitive advantage, but our understanding of how institutional change affects firm innovation has been limited. We analyzed Korean manufacturing firms from 1994 to 2006 to test the proposition that market-oriented institutional change in an emerging economy alleviates firms' financing constraints and monitoring problems and improves the effectiveness of their innovation activities. Institutional evolution in the economy was found to affect Korean business groups and independent firms differently. Institutional change reduced the financing constraints on independent firms more than for business group affiliates in R&D investment. Independent firms, however, appeared less capable than group affiliates of translating the benefits of improved institutional environments into efficient R&D investment. This asymmetry may lead to a wider gap in the efficiency of R&D investment between business group affiliates and independent firms.

Extant theories agree that debt should inhibit diversification but predict opposing performance consequences. While agency theory predicts that debt should lead to higher performance for diversifying firms, transaction cost economics (TCE) predicts that more debt will lead to lower performance for firms expanding into new markets. Our empirical tests on a large sample of Japanese firms support TCE by showing that firms accrue higher returns from leveraging their resources and capabilities into new markets when managers are shielded from the rigors of the market governance of debt, particularly bond debt. Furthermore, we find that the detrimental effects of debt are exacerbated for R&D intensive firms and that debt is not necessarily harmful to firms that are either contracting or managing a stable portfolio of markets. Copyright © 2013 John Wiley & Sons, Ltd.

Manuscript Type: Conceptual Research Questions/Issues: We explore why and how the different combinations of governance practices at national level, such as the legal system, conduct codes, and capital markets, and at firm level, such as various types of controlling shareholders, enable or constrain outside directors to engage in their monitoring and resource provision roles. Building upon such analysis, we develop a new taxonomy of corporate governance systems according to the different configurations of a set of interdependent governance characteristics, including national governance mechanisms, identity of block shareholders, and functions of outside directors. Research Insights: This study enriches the growing body of research on governance complementarity and substitution by highlighting the role of bundles of governance practices in influencing directors' engagement in governance behavior, and consequently advancing our understanding of variation in corporate governance systems across and within countries. Theoretical/Academic Implications: This paper demonstrates that the roles of outside directors depend on the interaction between a bundle of governance mechanisms rather than any individual mechanisms. The paper also goes beyond the traditional governance models based on the national context and highlights that interdependencies of corporate governance practices play an important role in explaining the diversity and variation of corporate governance arrangements across firms in both industrialized economies and emerging markets. Practitioner/Policy Implications: This paper provides insights to policymakers by suggesting that not all the governance bundles are conducive to managerial monitoring and resource provision by outside directors. © 2014 John Wiley & Sons Ltd.

Because of the importance of board members' resource provision and monitoring, a substantial body of research has been devoted to ascertaining how directors can be incented to perform their responsibilities. We use social exchange theory to empirically examine how board members' resource provision and monitoring are affected by their perceptions of the CEOs' trustworthiness. Our findings suggest that board members' perceptions of the CEO's ability, benevolence, and integrity have different effects on the board members' resource provision and monitoring. Our results further suggest that board members' governance behaviors are moderated by the board's performance evaluation practices. © 2012 Springer Science+Business Media Dordrecht.

Manuscript Type: Empirical Research Question/Issue: This study investigates the effects of corporate governance factors on the firm performance and executive compensation linkage. Specifically, we examine how domestic corporate-appointed directors, bank-appointed directors and foreign ownership moderate the relationship between firm profitability, sales growth, and executive bonus pay in Japanese firms. Research Findings/Insights: Using a sample of the largest Japanese manufacturing companies from 1997 to 2007, we find that corporate-appointed directors positively moderate the relationship between firm growth and bonus pay, while foreign shareholders exhibit a positive moderating effect on the relationship between firm profitability and bonus pay. Bank-appointed directors are straddled between their profitability orientation and relational role: They link firm profitability and bonus pay, but also show positive influence on the firm growth and bonus pay relationship. Theoretical/Academic Implications: This study makes a contribution to research on ownership heterogeneity and executive compensation by empirically showing that different owners and directors affiliated with certain ownership groups have varied implications on the firm performance-executive pay relationship. It also makes a contribution to research on corporate governance change by providing insights on how different actors facilitate shifts in the linkage between performance and pay. Practitioner/Policy Implications: Our findings offer insights to stakeholders to pay attention to ownership structure and board composition in acknowledging the varied financial motivation of executives to pursue growth and/or profitability. © 2012 Blackwell Publishing Ltd.

This paper examines the evolution of keiretsu group affiliation among members of horizontal and vertical keiretsu in Japan over two time periods: 1992-1997, and 1997-2002. We found that ties were more stable in the later time period and therefore restricted our empirical analysis to the 1992-1997 period. We also found differences in the response of vertically and horizontally linked groups to economic downturn and capital market change-vertically linked groups weakened their ties while horizontally linked groups showed more stability. © 2009 Springer Science+Business Media, LLC.

abstract: This article investigates the effects of the changing institutional environment on strategic orientations of Japanese electronics firms during the 1990s. We examine the effects of three different types of shareholders on strategic directions of their invested firms. The first one, foreign portfolio investors, characterizes the emerging influence that pressed for change in corporate strategies. The two domestic shareholders, corporate investors and financial institutions, represent the conventional forces for continuity. Between the two domestic forces, though, while corporate investors attempted to maintain status quo, financial institutions have shifted towards market-oriented behaviour of investment. Specifically, we explore: (1) the influence of each type of shareholder on a firm's diversification strategy and capital commitment; and (2) the moderating effects of firm performance on the relationships between ownership structure and strategic choices. The results suggest that foreign investors prefer the focused product portfolio and conservative capital commitment. They also prefer the reduction of capital investment when the financial performance of their invested firms is poor. Domestic financial institutions are now similarly sensitive to the performance of their invested firms when those firms make strategic investments. By contrast, domestic corporate shareholders remain indifferent to performance, while they aim to maintain relational business ties with invested firms. © 2010 The Authors. Journal of Management Studies © 2010 Blackwell Publishing Ltd and Society for the Advancement of Management Studies.

Building on information-processing perspectives and the Japanese contextual factors, this study investigates the relationships between firm strategy and executive bonus pay as well as the moderating role of foreign ownership on the strategy-compensation relationship in Japanese firms. We focus on R&D investment and product diversification as strategy variables and investigate their direct effects on executive bonus pay. Further, we examine the moderating effects of foreign ownership on the strategy-pay sensitivity. The results, based on a sample of the 148 largest industrial firms in Japan for the 1990-1997 period, show that both R&D investment and product diversification are positively related to executive bonus pay. Our findings also indicate that foreign ownership negatively moderates the relationships between the strategy variables and executive compensation, suggesting that foreign investors play an active monitoring role, reducing cash bonus payments when their invested firms choose to increase R&D or pursue diversification strategy. © 2010 Elsevier Inc.

Like many other economies, the Singaporean economy is dominated by business groups. As in a number of other East and South East Asian economies, family-controlled business groups control a high stake of the economy in Singapore. However, unlike many others, the Singaporean economy has a predominance of government-linked business groups rather than family-controlled ones. These groups are constituted by unusual hybrids of state and private enterprises. This article describes the characteristics of the largest business groups and outlines the political and economic contexts of Singapore. It summarizes the emergence and growth of the business groups as well as their change in the historical contexts of Singapore and the region, with a specific focus on the extent of the changes in these groups by 2006 as compared to 1997 when the Asian economic crisis occurred. It also examines the competitive capabilities of these groups.

Prior work on the performance consequences of corporate diversification has treated all powerful owners as seeking the same benefits from diversification (i.e, higher profit rather than growth) and therefore limiting value appropriation by other stakeholders such as employees and managers. In contrast, we distinguish between domestic "relational" owners and foreign "transactional" owners in Japanese corporations. Although transactional owners do indeed prioritize profitability when diversifying, relational owners primarily seek growth rather than profits from diversification. Furthermore, relational owners also allow managers and employees to appropriate more of the rents arising from diversification than do transactional owners. © 2010 Academy of Management Journal.

This paper focuses on a type of firms that have been traditionally neglected in both family business and governance research, namely, family-controlled, publicly-listed firms. Although principal-agent conflicts may be less prevalent in such firms, family control can potentially give rise to principal-principal conflicts, leading to expropriation of the wealth of minority owners by family owners. Superior firm performance and the willingness to distribute the profits through dividend payments would suggest the absence of such expropriation. Based on a sample of 210 OTC firms in Japan, we examined the relationships between family control and dividend payouts and profitability. Our results indicate that family control was positively related to dividend payouts. Further, we found that while foreign ownership interacted with family control to reduce dividend payouts and increase profitability, bank ownership did not have such an effect. © 2009 Blackwell Publishing Ltd and Society for the Advancement of Management Studies.

The corporate governance practices of large Japanese enterprises were a focus of controversy during and after the rapid rise of these enterprises to international prominence in the 1980s. The perception of Japanese governance mechanisms at that time stands out as the antipodal opposite of the current thrust for the ‘global’ standards. The popular view at the height of Japan’s economic power was that top executives in Japan, with no distracting interventions from pesky shareholders, exercised their discretion to target long-term efficiency-enhancing goals, to the profit of employees, shareholders, and other stakeholders. According to this view, the agency costs of managerial autonomy should be adequately compensated by the knowledge capital accumulated in and utilized by salaried management. In the US, on the other hand — according to the conventional view at the time — shareholders pressured salaried managers to maximize short-term returns at the expense of their firms’ economic health, thus ultimately harming the competitiveness of US industry in the 1980s.

Manuscript Type: Review Research Question/Issue: Convergence in corporate governance across countries has been a subject of interest and controversy in a variety of disciplines. We attempt to address a number of related research questions: (1) what constitutes convergence? (2) what are the drivers that propel corporations in different nations towards convergence? (3) what are the major impediments that stand in the way of convergence? (4) what empirical evidence do we have to suggest that we are moving towards or away from convergence? and (5) what would be some productive avenues for further research on this topic? Research Findings/Results: Despite the vigorous intellectual position of the proponents of convergence, there is only limited evidence to indicate that such convergence is actually occurring. Even when there is ostensible convergence, much of it is convergence in form rather than substance, and governance convergence is not a context-free phenomenon. Theoretical Implications: Our review of the past literature suggests that increasing integration of product and capital markets is leading to changes in corporate governance around the world, but there is only limited evidence that such changes constitute convergence. Governance changes seem to be primarily attributable to the quest for greater efficiency in governance and enhanced legitimacy in capital markets. However, local forces such as institutional embeddedness and politics can hinder governance changes or create "hybrid" practices. Practical Implications: The ideal corporate governance may be institution- and firm-specific and an imposition of new practices or standards may not lead to intended policy or performance outcomes. © 2009 Blackwell Publishing Ltd.

We develop a rent appropriation perspective to study the relationship between ownership structure and the performance outcomes of corporate diversification. We contend that differences in the performance goals of domestic relational owners and foreign transactional owners in Japanese corporations have implications for the performance benefits of diversification both for shareholders and for stakeholders. Transactional ownership strengthens the association between corporate diversification and profit, while relational ownership strengthens the association between corporate diversification and growth. Further, stakeholders in a firm, such as its employees and executives, benefit more from the growth benefits of diversification undertaken by firms with relational owners than the profit benefits of diversification by firms with transactional owners.

This study examined the human and social capital factors associated with higher post-succession firm performance in family enterprises in Singapore. We also investigated the moderating influence of the board of directors in terms of its service role as stewards of the enterprise. We found that a successor's industry experience and diversity of network ties were positively associated with firm performance and boards that focused their role as advisors to the successor enhanced post-succession firm performance. © 2008, Emerald Group Publishing Limited

An assumption in prior research is that debt is homogeneous and provides inappropriate governance for R&D investments. We argue that debt is heterogeneous: although transactional debt does indeed impose strict contractual constraints that provide inappropriate governance for R&D investments, relational debt has very different characteristics that provide more appropriate governance. Using a sample of Japanese firms, we find that firms that align their debt structures with their R&D investments perform better than those that are misaligned. Furthermore, firms tend to align their debt structure with R&D investments, but only after deregulation permits relatively free access to various types of debt. Copyright of the Academy of Management, all rights reserved.

Previous studies on Japanese corporate governance were largely based on the agency theory framework, and can be seen as attempts to understand the unique monitoring mechanisms in the Japanese context. This paper briefly reviews prior research and then discusses the recent changes in the environment that have been affecting Japanese corporate governance. Our central argument is that there is both change and continuity in Japanese Corporate Governance. We also present emerging research from an institutional theory perspective. In this line of research, corporate governance is treated as part of a nation's institutional framework and hence, researchers need to understand unique institutional arrangements that affect corporate governance practices and their change or continuity. © 2007 Springer Science+Business Media, LLC.

Japanese corporate governance: Structural change and financial performance; COLPAN, Asli M.; YOSHIKAWA, Toru; HIKINO, et al.; 2007; Journal Article

To address the convergence-divergence debate in corporate governance, we conduct a multiple-case, multiple-level study to analyze the diffusion of governance innovation in Japan. We argue that Japanese systems of corporate governance neither fully converge to, nor completely diverge from, the Anglo-American model. Rather, Sony-the pioneer of corporate governance reforms-and its followers selectively adopted features from this model, decoupled them from the original context, and tailored them to fit to their own situations to generate governance innovation. However, we find that the spread of innovation across firms and institutional levels is far from linear and straightforward, and that other well-regarded firms raised strong opposition to the institutionalization of corporate governance reforms. Eventually, the Ministry of Justice revised the Commercial Code to legitimize different systems, which led to the emergence of diverse corporate governance practices. Based on the results of our study, we construct an analytical framework to examine innovation diffusion in light of conflicting institutional pressures for change and continuity. Our analysis adds complexity to the convergence-divergence debate by identifying the creation of hybrid corporate governance systems and the nonlinear evolution of such systems as a result of interactions across multiple levels. We show the various degrees of decoupling from the Anglo-American model and identify the antecedents. We then extend the conventional focus of innovation research on diffusion across firms to examine diffusion across institutional levels. We also contribute to institutional theory by offering insights into organizational field formation and the conceptualization of the state in shaping institutional change and continuity. © 2007 INFORMS.

This paper investigates the effect of foreign ownership on strategic investments in Japanese corporations. Foreign owners are typically portfolio investors who frequently buy and sell shares and hold diversified portfolios of small stakes in many firms. Prior research has presented two conflicting perspectives on the role of such investors: (a) their frequent trading leads to pressure for short-term returns that fosters underinvestment; (b) their active trading fosters appropriate investments. We investigated the relationship between foreign ownership and strategic investments using dynamic panel data analysis of a sample of 146 Japanese manufacturing firms from 1991 to 1997. We found that foreign ownership enhances strategic investments (in R&D and capital intensity) to a greater extent when firms have growth opportunities than when they lack such opportunities. We conclude that foreign ownership fosters appropriate investment. Copyright © 2006 John Wiley & Sons, Ltd.

■ Growing financial and product market integration has resulted in increased pressures for changes in most developed economies. We investigate the impact of these twin drivers on changes effected by Japanese firms between 1986 and 1999. ■ Specifically, we examine (1) how shareholdings by market investors and foreign investors and (2) export ratio impact outcomes in the form of efficiency increases, dividend payout, and leverage change. ■ We also investigate whether the relationships differ between keiretsu and non-keiretsu firms. ■ Ownership by market investors was positively associated with efficiency increases and decreases in firm leverage. In addition, firm export ratio played a key role in motivating Japanese firms to increase their efficiency and firm leverage. Moreover, these relationships were more pronounced in non-keiretsu than keiretsu firms. © Gabler Verlag 2006.

The authors studied the effect of ownership structure on human capital investments as indicated by wage intensity, defined as the ratio of expenditure on employee wages to sales, in a sample of 996 Japanese manufacturing firms during their economic recession of 1998-2002. They found that domestic shareholders, with interests beyond financial considerations, enhance wage intensity, especially when performance is low, and thereby safeguard human capital investments. Foreign shareholders with sole interest in financial returns have an opposite effect; they reduce wage intensity when firm performance is low. © 2005 Southern Management Association. All rights reserved.

The board of directors plays an important role in solving the agency problem between shareholders and management. This paper investigates the relationships between ownership and board structure with the diversification strategy of large Japanese firms. The results show that corporate nominee directors are associated with lower levels of product diversification of their investee firms. This suggests that nominee directors in large Japanese corporations see themselves representing specific interests and therefore investors should pay attention to board composition in order to assess the level of protection they can expect to receive. Even without any apparent agency problem with management, there remains a potential "principal- principal" problem. © Blackwell Publishing Ltd 2005.

Using data spanning the 1996-98 fiscal years of 247 of Japan's largest manufacturers, we empirically evaluate the extent to which a firm's investment behaviour and financial performance are influenced by its ownership structure. To do so, we examine six distinct categories of Japanese shareholders: foreign investors, investment funds, pension funds, banks and insurance companies, affiliated companies and insiders. Our findings strongly indicate that the relationship between the equity stakes of a particular category of investor and a firm's financial performance and investment behaviour is considerably more complex than is depicted in simple principal-agent representations. Such a result emphasizes the importance of making finely grained and contextually relevant distinctions when modelling and evaluating corporate governance relations. Copyright © 2005 SAGE Publications.

This paper attempts to understand what drives Japanese venture capital (JVC) fund managers to select either active managerial monitoring or portfolio diversification to manage their firms' investment risks [J. Bus. Venturing 4 (1989) 231]. Unlike U.S. venture capitalists that use active managerial monitoring to gain private information in order to maximize returns [J. Finance 50 (1995) 301], JVCs have traditionally used portfolio diversification to attenuate investment risks [Hamada, Y., 2001. Nihon no Bencha Kyapitaru no Genkyo (Current State of Japanese Venture Capital), Nihon Bencha Gakkai VC Seminar, May 7]. We found that performance pay is positively related to active monitoring and that management ownership is positively related to active monitoring and negatively related to portfolio diversification. The managerial implication of our study is that venture capitalists should be as concerned about the structure of their incentive systems for their fund managers as they are for their investee-firm entrepreneurs. Agency theory says that contingent compensation is a self-governing mechanism for individual effort that is difficult to measure and verify. When properly applied, equity ownership and performance-based pay can have powerful influencing effects on the strategic choices of managers. © 2003 Elsevier Inc. All rights reserved.

Effects of board structure on firm performance: A comparison of Japan and Australia; BONN, Ingrid; YOSHIKAWA, Toru; PHAN, et al.; 2004; Journal Article

This paper explores the performance impact of recent changes in foreign shareholdings and boardroom reforms in Japan. Empirical research on the impact of reform on the Japanese corporate governance system could provide useful lessons for their European counterparts who are themselves facing similar pressures to reform. We found that although participation of outside directors in strategic decision-making was associated with positive stock returns, the increase in the ratio of outside directors, the separation of the board members and executive officers, and the reduction of board size were not related to firm performance. © 2003 Elsevier Ltd. All rights reserved.

There are various modes with which research-intensive firms can develop or acquire technologies, including internal R and D, technology licensing, cooperative R and D, minority investments in other linns, and acquisitions of other firms. This paper attempts to present a model that explains the key determinants of technology development and acquisition modes. It is theorised that time pressure and the strategic importance of the technology are the key factors that affect technology development and acquisition modes. In addition, a firm needs to consider the availability of an alliance partner or an acquisition target as well as internal resources including capital or the price of its own equity, and internal R and D capability. It is also suggested that as the strategic importance of the technology or time pressure to develop or acquire such technology changes, a firm needs to shift technology acquisition modes. Thus, the presented model incorporates the dynamic nature of competition in research-intensive industries.

This paper examines whether greater exposure to global capital markets, stable share ownership, and group affiliation of Japanese firms have any impact on the quality of their investor relations practices (IR) and market-value added (MVA). The results indicate that foreign ownership and foreign listings are positively associated with IR. Foreign listings are also positively associated with MVA. However, stable ownership and group affiliation do not seem to have any impact on IR. These findings suggest that Japanese firms that are more exposed to global capital markets are more likely to adopt shareholder-oriented policies rather than stakeholder-oriented policies. © 2002 Kluwer Academic Publishers.

In Asia, the recent catastrophic decline in regional stock markets, continuing currency crisis and failures of major financial institutions and industrial corporations have increased domestic and international interest in corporate governance. Nowhere is this greater than in Japan where financial institution reform has catapulted this to the fore. In this paper, we use agency theory and institutional theory, together with comparative case examples, to derive some propositions on the dynamics of changing corporate governance systems in Japanese firms. We argue for the co-existence of stakeholder and shareholder-centered corporate governance systems in Japan. This argument has an important implication for corporate governance research and agency theory. Namely, changes in ownership structure and institutional expectations would force firms to focus on maximizing shareholder value even where the interests of stakeholders are more emphasized. It suggests an environmental selection mechanism to ensure the emergence of appropriate corporate governance mechanisms to solve the agency problem. Further, the loss of competitiveness and the prolonged poor performance of firms can change the institutional norms to emphasize asset efficiency and transparency rather than stability and business ties. © 2001 Kluwer Academic Publishers.

Agency theory has been used to predict managerial strategic behavior in the past. However, critics have commented that this theory, in its applications, has been too Anglo-American specific. Research in non-Anglo-American settings has been scarce. Recent changes in the Japan Commercial Code and moves by Japanese corporations to access global equity markets allow us to test the veracity of this criticism by examining how Japanese firms respond strategically to the increased requirement for disclosure and transparency; whether they behave in ways congruent with agency theory predictions. Agency theory states that managers who are held accountable for their use of corporate resources will deploy them in ways to enhance stockholder value rather than increase their shares of the economic residual. Thus, we would expect to observe a difference in Japanese managerial behavior accompanying an increased exposure to global capital markets. Using data from Japanese firms, we found some support for the usefulness of agency theory to non-Anglo-American settings when the rules of capital market discipline are allowed to operate. © 2000 By John Wiley & Sons (Asia) Ltd.