Cyber risk has become one of the greatest threats to firms in recent years. Accordingly, boards of directors must be continually vigilant about this danger. They have a duty to ensure that the companies adopt appropriate cybersecurity measures to manage the risk of cyber fraud. Boards should also ensure that the firm disclose material cyber risk and breaches. We examine how the board’s gender composition can influence the extent of such disclosure, based on a sample of the companies listed on (...) the S&P/TSX 60 Index over the period 2014–2018. Results show evidence of a positive association between the presence and level of cybersecurity disclosure and board gender diversity. However, the board must boast a critical mass of at least three women before this positive impact can be observed. Our findings contribute to the debate on the importance of gender diversity by adding the concept of the positive influence of heterogeneity on cyber disclosure. We also augment the literature on the critical mass of women in boardrooms by providing empirical evidence that three or more women constitute the threshold for better governance. Our study has important implications for investors, stakeholders and regulators. If investors wish to increase cybersecurity disclosure, they should ask for more diversified boards. Our findings support regulators in their efforts to increase women’s representation on boards by providing empirical evidence of better outcomes with this type of board composition. (shrink)

The readability of 10-K reports, in terms of linguistic complexity, determines the usefulness of information disclosure for stakeholders, particularly individual investors. Since investors largely depend on the financial communication in 10-K reports, firms have an ethical and legal responsibility to present disclosures in a language investors can understand. However, motivated by self-interest, managers obfuscate such disclosures to mask their own actions and hide unfavourable information. Building on the managerial obfuscation hypothesis grounded in stakeholder-agency and ethical-sensitivity theories, I hypothesize and empirically (...) test the relationship between board gender diversity and the readability of narrative disclosure in 10-K reports. Based on a relatively large sample of Russell 3000 firms for the years 2002–2018, I find a significant positive impact of BGD on 10-K reports’ readability, which in turn improves firm performance. Channel analysis reveals that the findings are driven by female independent directors, and their representation on audit and compensation committees; however, board activity does not appear to drive this relationship. Finally, I find that although gender discrimination in the appointment of directors spurs complex readability, the BGD-readability relationship is consistent in gender-biased and non-discriminant firms. I also check the robustness of our main empirical results in several ways. My study has important regulatory and managerial implications in that corporate governance is an important determinant of the readability of disclosure documents. (shrink)

Examining the effect of hedge fund activism on gender diversity, we find that the number of female directors decreases after a firm is targeted by hedge fund activism. Using the employment history data from BoardEx, we find that activist hedge funds are more likely to appoint people with finance backgrounds to the boards of target firms. And the newly appointed finance background directors are almost all male because of the lack of diversity in the finance industry. The lack of gender (...) diversity of the hedge funds’ networks and the lack of qualified female directors in the local area also help explain the impact of hedge fund activism on gender diversity on the board. (shrink)

Institutional investors, policy makers, and researchers have advocated for greater director independence in hopes of improving corporate governance and discouraging unethical behaviors such as corporate frauds, accounting irregularities, and other organizational failures. However, increasing demands upon directors and sitting CEOs, as well as constraints on the number of boards on which they can serve, has resulted in a dramatic increase in the use of retired independent directors. Compared to other directors with full-time job demands, we argue that RIDs have lesser (...) time constraints and greater attentional capacities with which to discharge their responsibilities, thereby improving overall board “bandwidth.” Using S&P 1500 firms for the period of 2000–2012, we find that enhanced board bandwidth associated with an increased proportion of RIDs on the board relates to greater resource provisioning through reducing costs of capital, improved monitoring through reducing disclosure-related weaknesses, and better accounting and market performance. We thereby advance traditional board bandwidth research by contemplating the available time that independent directors would have by virtue of being retired and relating this to board effectiveness. (shrink)

This study examines the influence of women’s board representation on the proportion of women senior managers in the United Kingdom (UK) from 1999 to 2019. We take a multi-theoretic approach, drawing on the trickle-down effect, critical mass theory, and agency theory, to explore several aspects of this topic. We find that more women on boards is associated with more women in senior management as suggested by the trickle-down perspective. We also find support for a critical mass effect; while one or (...) two women on a board is beneficial for advancing women into senior management, three or more women directors is more advantageous. Consistent with agency theory expectations, the relationship between women on boards and senior management gender diversity is driven almost entirely by women in non-executive, rather than executive, board positions, presumably as a result of the relative independence non-executive directors have compared to their executive director counterparts. Our study suggests that increasing women’s board appointments is a potential solution to the underrepresentation of women senior managers and may assist in building a pipeline for future CEO and board appointments. (shrink)