This paper analyses the agency explanation for the cross-sectional variation of corporate dividend policy in the UK by looking at the managerial entrenchment hypothesis drawn from the agency literature. Consistent with predictions, a significant U-shaped relationship between dividend payout ratios and insider ownership is observed for a large (exceeding 600 firms) sample of UK companies and two distinct periods. These results strongly suggest the possibility of managerial entrenchment when insider ownership reaches a threshold of around 30%. Evidence is also presented that non-beneficial holdings by insiders can lead to entrenchment in conjunction with shares held beneficially. Copyright Blackwell Publishers Ltd, 2003.

Prior research has found evidence that some characteristics of the board of directors influence the quality of financial reporting. In this study we extend the literature by analysing a different dimension of financial reporting quality, the probability of a firm receiving a modified audit opinion. To this end, we considered a sample of companies listed on Euronext Lisbon where, unlike the current situation in other markets such as the US, firms can publish financial statements not in accordance with GAAP. Using 171 firm-year observations for the period 2002-05, the evidence we report is consistent with the hypotheses that firms with more diligent and independent boards are less likely to receive a modified audit opinion. Results are robust to different specifications and also show that the existence of dividend payments, financial health, performance and growth opportunities are additional factors associated with the likelihood of a modified audit opinion. Our analysis also shows that the transition in 2005 to a reporting framework based on international accounting standards is strongly related with better financial reporting quality. SUMMARYThe board of directors has a potentially crucial role in ensuring the quality of companies' financial reporting practices. However, different board characteristics may affect the quality of the board's supervision of the financial reporting process. These may include the presence of non-executive directors, board size, the frequency of its meetings and the existence of CEO-Chairman duality, among other characteristics. Previous research has found that some of those characteristics have an important influence on the probability of financial statement fraud or the occurrence of earnings management practices. However, no research so far has focused on a particular dimension of financial reporting quality, the existence of modified audit opinions.

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Failures in governance, especially in regard to boards of directors, have been blamed for the [2007][2008] financial crisis. The increased public scrutiny regarding the actions and role of the board of directors in banks, following the crisis, inspires to examine whether and to what extent the characteristics of banks' boards influence their performance in the crisis. Using a sample of 72 publicly listed European banks, we find that banks with more independent and busy boards experienced worse stock returns during the crisis.Conversely, the better performing banks had more banking experts serving as supervisory directors.Additionally, we find that gender and age diversity improved banks' performance during the crisis; hence, diversity matters. We also construct a governance quality index on the basis of board characteristics and conclude that governance quality positively affects banks' returns during the crisis. Overall, we find evidence that banks' performance during the financial crisis is a function of their boards' characteristics.