Wafa Khlif

Family contingencies and board composition: evidence from Tunisia

Abstract Despite the widespread attention given to succession and generational issues by family business researchers, little systematic interest has been given to the relationship between these issues and the firms’ governance system. This paper analyses family-related contingency factors as determinants of board composition in family-controlled firms. Results from a sample of Tunisian family firms show that the composition of board members is determined primarily by variables relating to family complexity and family involvement. Among these firms the appointment of outside directors to their boards tends to begin from the third generation of family ownership. The findings support the argument that board composition in family firms is a reflection of family characteristics. The study contributes a more nuanced understanding of the influence of ownership structure and board composition on the succession process in family firms.

SME heterogeneity and board configurations: an empirical typology

Purpose The purpose of this paper is to model SME board configurations and then to examine empirically their diversity. Polarity in corporate board research around two primary tasks (control and service/strategy), neither captures comprehensively the range of SME board types, based on what they actually do, nor elucidates how boards configure and why. SME heterogeneity is problematic for understanding how the triumvirate of power and control – owners, directors and executives – governs in such firms. Design/methodology/approach Survey research is used to examine 186 French private SMEs. Factorial and cluster analyses are used to classify board configurations according to board task performance. Findings Results reveal six different board types among small firms. The findings indicate that both organisational and board design need to be adjusted to align with the differentiation between the ownership and the management, and between the ownership and the directorship. The greater the differentiation between these power/control functions in response to increased internal and/or external contingencies, the more varied will be the board’s portfolio of tasks, with implications for the director capabilities and board competence. Research limitations/implications The research extends SME board governance theory and practice by bringing greater clarity to the field of board task performance in SMEs. It provides insights into explicit board task-related configurational behaviour through recognising the degree of differentiation between the triumvirate power/control functions at the apex of the small firm. SME boards in the sample show not just a single configuration but a combination from a portfolio of tasks with different emphases on each according to their circumstances. This finding implies that a particular type of board may select a task, or set of tasks, from the portfolio, depending on the nature of the SME in terms of its proximity – whether it is characterised more by specificity or by denaturation. Further research is needed to understand the variation in these configurations over time in response to internal and external contingencies and what board emphases and processes are involved in transitioning through these evolutions. Practical implications The findings are important because the extent of knowledge about what the configuration comprises will determine how effectively a board will execute its tasks. This knowledge is useful in helping boards place emphasis on how best to concentrate their efforts on creating value for the SME, by selecting an effective combination of tasks from a given board configuration depending on their circumstances. Originality/value The research extends SME board governance theory and practice by bringing greater clarity to the field of board task performance in SMEs. It provides insights into explicit board task-related configurational behaviour through recognising the degree of differentiation between the triumvirate power/control functions at the apex of the small firm.

SME growth trajectories, transitions and board role portfolios: A critical review and integrative model:

This article presents a novel framework integrating a dynamic states approach to firm growth and a portfolio perspective of board roles. In our framework, we highlight four typical firm growth states aligned with primary board roles to guide firms effectively through the transitions associated with each state to reach a new equilibrium. The particular contribution of our framework is that it takes small and medium firm (SME) heterogeneity into account while capturing the dynamic nature of these states which are reached along non-linear, non-sequential and non-deterministic transitional pathways, as well as incorporating reverse and counterintuitive trajectories between states.

Le manager face au juge lors du redressement judiciaire d’entreprise : un risque de manipulation à travers l’expert-comptable judiciaire

L’article etudie la capacite du dirigeant enracine a manipuler la decision du juge dans la procedure de redressement a travers l’avis de l’expert-comptable judiciaire. Premierement, les qualifications des juges ne portent que peu sur le domaine de la gestion et de l’analyse financiere des entreprises. Deuxiemement, l’information comptable et financiere reflete une agregation manipulable de la situation reelle de l’entreprise. Troisiemement, le dirigeant est le pourvoyeur principal de l’information sur laquelle l’expert-comptable judiciaire construit son rapport d’analyse de la situation de l’entreprise.L’etude d’un echantillon de 127 entreprises tunisiennes en redressement judiciaire confirme la dependance du juge vis-a-vis de l’opinion de l’expert-comptable judiciaire. Les resultats mettent en question la reelle consideration des problemes structurels des entreprises dites en difficulte.

Enhancing the Board’s Monitoring Performance in SMEs

Despite an increasing research focus on the boards of directors over the past two decades, what actually molds board task performance has remained a relatively unknown ‘black box’ (Roberts et al.,2005; Zona and Zattoni, 2007). Research on board effectiveness is primarily centered on the importance of board monitoring tasks and on board independence (Anderson and Reeb, 2004). Two main premises regarding board characteristics are prevalent in previous research, namely directors’ independence from management (external and/or independent directors) and the separation of the roles of CEO and chair (Finkelstein et al, 2009). Finkelstein and Mooney (2003) highlighted the dominant focus in both corporate governance research and reforms, on the independence of board directors from the management of a firm and the effect of director independence on the board’s monitoring of the CEO. Relying on indirect measures of constructs that are difficult to observe, this focus has led board performance research to use demographic indicators of board characteristics commonly termed as ‘usual suspects’: the number of outsiders on boards, director shareholdings, board size and CEO duality. Studies that attempt to link these demographic characteristics to corporate (or board) performance have failed to provide conclusive results (Hermalin and Weisbach, 2003). Finkelstein and Mooney (2003) argue that research based on these demographics provides neither strong conclusions nor robust corporate governance practices.