Board structure and organisational performance - an empirical study in the country of Pakistan

This thesis was submitted for the award of Doctor of Philosophy and was awarded by Brunel University LondonCorporate governance (CG) is the set of rules and regulations through which organisations account to their stakeholders. An effective CG system promoting the efficient use of organisational resources is instrumental in the economic growth of a country. Based on the existing literature, this research identifies board structural features i.e., ‘Board Independence’, ‘CEO Duality’, ‘Board Diversity’, ‘Number of Board Committees’ and ‘Audit Committee Independence’ as key variables of an effective CG system. Previous studies have largely examined the direct relationship between CG systems and firm performance. This research develops a multi-theoretical model that links the Board structural characteristics with firm performance measured in Tobin’s Q, Return on Assets and Return on Equity, via two crucial mediating variables, ‘Board Size’ and the ‘Frequency of Board Meetings’, and two additional moderating variables, ‘Code of Corporate Governance’ and ‘Ownership Concentration’. The conceptual model that is developed is tested with the help of an econometric study based on a comprehensive set of balanced panel data of 265 companies listed on the Karachi Stock Exchange for a period of six years. The first panel (2009-2011) represents the time-period before the implementation of the revised Code, and the second panel (2013-2015) covers the time-period following the implementation of the revised Code. The results show that the Number of Board Committees (discussing strategic issues) is significantly related to performance and the ‘Size of Board’ significantly mediates the relationship between the number of board committees and performance. The relationship is also moderated by the Code of Corporate Governance and ownership concentration held by the largest shareholder. The results also show that the links between additional Board structural variables (board independence, CEO duality, board diversity and audit committee independence) and the financial performance are positive but not significant to draw conclusive result. Comparison between pre-and post-implementation of the revised Code of CG suggests that the intervening relationship between the board variables and the performance is stronger after the implementation of the revised Code. This research is a significant milestone in the country context of Pakistan that reflects the socio-economic set of several emerging economies. A key implication of this research is that the corporate sector in Pakistan needs to move away from the tick-box culture of CG. The sector needs to implement CG as a tool to mitigate business risks, appoint and empower non-executive directors to achieve an effective monitoring of management. The companies also need to establish their own ethical and governance principles applicable to the Board of Directors in order to deal with factors that are likely to reduce Directors’ efficiency. The research offers new insights and conceptual framework for further research in this area. Key words: Corporate Governance, Board Structure, Firm Performance, Mediation, Moderation, Pakista