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Reflecting investor expectations, most prior corporate governance research attempts to find a relationship between boards of directors and firm performance. This paper critically examines the premise on which this research is based. An expectations gap approach is applied for the first time to implicit expectations which assume a relationship between firm performance and company boards. An expectations gap has two elements: a reasonableness gap and a performance gap. Seven aspects of boards are identified as leading to a reasonableness gap. Five aspects of boards are identified as leading to a performance gap. The paper concludes by suggesting avenues for empirically testing some of the concepts discussed in this paper.

ABSTRACTThis case helps students understand the challenging decisions faced by a company's board of directors (i.e., survival of the company) and the legal risks directors experience when business fails. The case is based on actual court proceedings involving a company's liquidator taking legal action to restrict the tenure of the directors. Key judgments facing the directors and disputed by the liquidator include the valuation of financial statement assets and the preparation of the financial statements on a going-concern basis. The case also addresses directors' relationships with the company's external auditor/advisors. Students are asked to consider whether the directors acted responsibly in relation to their stewardship of the company and whether the directors should be held accountable and sanctioned following the company's collapse. The case adopts a novel courtroom setting, requiring students to role-play by adopting the characters and presenting the plaintiff's and defendants' lawyers' arguments, and the judges deciding the case.

Companies not complying with the UK Corporate Governance Code are required to provide explanations for non-compliance. This is the capstone of the 'comply-or-explain' system. There are no regulations about the content of those explanations, leaving shareholders and others to judge their appropriateness. The study develops a typology to assess the quality of corporate governance explanations for non-compliance of UK FTSE 350 companies based on seven quality characteristics. Code breaches generating the non-compliance explanations for analysis are identified for two accounting periods (2004/5 and 2011/12) relating to the 2003 and 2010 Codes (data for 2011/12 in brackets). There were 204 (125) non-compliant companies, 537 (253) Code breaches and 438 (208) explanations for non-compliance, an average of 2.6 (2.0) Code breaches and 2.2 (1.7) explanations per non-compliant company. Although compliance increased over the period examined, explanations were found to be of variable quality. Results suggest that companies need to improve the quality of their explanations if they are to be useful to users, notably location, complexity and specificity of explanations. There are also important questions raised about the work of auditors and their apparent silence. Companies are being encouraged to move towards compliance. We argue that this is against the 'comply-or-explain' philosophy which accepts that 'one size does not fit all.' Better quality of explanation is more important than compliance and thus companies may be unwittingly heading in the wrong direction.

This paper examines the issue of independence of boards of directors and non‐executive directors of companies listed on the Irish Stock Exchange. Based on information published in annual reports, the study found that most Irish listed companies were complying with the Combined Code's recommendations for a balanced board structure, albeit with only 60 per cent having majority‐independent boards. The study found a lack of consistency in interpreting the definition of "independence", a lack of disclosure of information and, by applying criteria generally regarded as prerequisite to independence of non‐executive directors, certain situations which imposed upon their independence.

Substantial differences between company book values and market values indicate the presence of assets not recognised and measured in company balance‐sheets. Intellectual capital assets account for a substantial proportion of this discrepancy. At present, companies are not required to report on intellectual capital assets, which leaves the traditional accounting system ineffective for measuring the true impact of such intangibles. Regulations currently in place are analysed in this article. Prior research concerning intellectual capital is presented. Frameworks for intellectual capital are compared. Indicators used for the measurement of intellectual capital are examined. The research methodologies employed for collecting information about the use of intellectual capital accounts in companies are reviewed. Guidelines available to companies for reporting on intellectual capital are considered and also the efforts made towards developing an accounting standard for intellectual capital. Finally, current issues and policy implications of accounting for intellectual capital in the future are examined.

AbstractResearch question/issueCorporate governance codes of practice require non‐executive directors (NEDs) to challenge and question managers. Prior literature and best practice guidance remain silent on the precise meaning of, and on how directors might execute, "challenge", and how management might respond. We explore the ways in which NEDs challenge, question, and dissent during board meetings, and how managers respond. We observe, audio‐record, and video‐record three boards during nine board meetings. Our boards are unique in holding part of their meetings in public and part in private.Research findings/insightsOur dataset comprises 418 questions and 510 answers. We develop a typology of NEDs' challenge/questions comprising six categories/48 subcategories and managers' responses/answers comprising eight categories/69 subcategories. Our findings support the assertion that NEDs may be reluctant to offer moderate (i.e., constructive) challenge in public. We find significant differences between the level of dissent and the types of answers offered in public versus in private. We find an association between the type of question asked and the type of answer provided. Who asks and answers questions varies significantly in public versus in private, as do the questions and answers by each board.Theoretical/academic implicationsOur empirical findings suggest board behavior varies in the presence of an audience of stakeholders. In public, boards go through the motions by engaging in the performativity of governance, while more substantive governance occurs in private.Practitioner/policy implicationsWe show that regulatory calls for robust challenge by NEDs have not been met, at least judging by the three boards in our study. There is a lack of guidance and advice on how NEDs should exercise challenge and how managers might respond.

COVID-19 represents a serious challenge to governments and healthcare systems. In addition to testing/contact tracing, behavioural and social responses such as handwashing and social distancing or cocooning are effective tools for mitigating the spread of the disease. Psychological (e.g., risk perceptions, self-efficacy) and contextual factors (government, public health messaging, etc.) are likely to drive these behaviours. Collated real-time information of these indicators strengthens local, national and international public health advice and messaging. Further, understanding how well public health and government messages and measures are understood, communicated via (social) media and adhered to is vital. There are two governments and public health jurisdictions on the island of Ireland, the Republic of Ireland (ROI) and Northern Ireland (NI). This represents an opportunity to explore implications of differing measures and messaging across these two jurisdictions as they relate to COVID-19 on two similar populations. The expert research team are drawn from a range of disciplines in the two countries. This project has four nested studies:Assessment of key behavioural, social and psychological factors through a large, prospective representative telephone survey of individuals aged over-18 on a weekly basis over eight weeks (n=3072); and conduct qualitative focus groups over the same period.Interrogation of social media messaging and formal media responses in both jurisdictions to investigate the spread of (mis)information.Modelling data from Studies 1 and 2, plotting the psychosocial/behavioural and media messaging information with international, ROI and NI incidence and mortality data. Conducting an assessment of health policy transfer in an attempt to incorporate the most significant public health and political insights from each jurisdiction.The CONTAIN project will develop an evidence-based toolbox for targeting public health messaging and political leadership and will be created for use for the anticipated second wave of COVID-19, and subsequently for future epidemics/pandemics.