Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
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Journal of Contemporary Governance and Public Policy Vol. 2 No. 1, April 2021, 67-78 Available Online at http://journal.ppishk.org/index.php/jcgpp ISSN (Print): 2722-3981 | ISSN (Online): 2722-3973 Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges Paradzai Munyede1*) 1Institute of Peace, Leadership and Governance, College of Business, Peace, Leadership and Governance, Africa University, Mutare, 1320, Zimbabwe. Received: 2020-10-27; Accepted: 2021-04-13; Published: 2021-04-30 Abstract The concept of good corporate governance has gaining traction over the last three decades in the private and public sectors as a response to serious financial scandals and maladministration practices in organisations around the globe. Antidotes provided in previous studies on these corporate failures attributed this to poor board compositions and inadequate separation of power. Whilst this was part of the problem, little effort was put to understand how Chief Executive Officers (CEOs) term limits could also contribute to good governance practice which would make organisations avoid scandals. Therefore, the purpose of this paper is to explore how capping CEOs tenure could enhance good corporate governance in the public and private sectors. This paper is based on a qualitative approach and used content analysis to review data from published records like journal articles. This article posited that capped term limit in both the public and private sectors is ideal as it enhances good corporate governance practice which in turn will make institutions effective and responsive to changes in their operating environment. Keywords: Good Corporate Governance; CEOs Tenure; Corporate Governance Instruments; Chief Executive Officer How to Cite: Munyede, P. (2021). Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges. Journal of Contemporary Governance and Public Policy, 2(1), 67-78. https://doi.org/10.46507/jcgpp.v2i1.29. Permalink/DOI: https://doi.org/10.46507/jcgpp.v2i1.29 *) Corresponding Author Email : munyedep@africau.edu http://journal.ppishk.org/index.php/jcgpp
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 68 of 78 Introduction economic growth; no The issue of capping Chief employment, no taxes paid and Executive Officers (CEOs) tenure as a invariably the country will not good corporate governance practice develop. Developing countries, has eluded most of the academic in particular, need well- debates. Most debates have focused governed and managed on board composition and the business enterprises that can relationship between board and attract investments, create management. Literature by scholars jobs and wealth and remain like (Coyle, 2015) have concentrated viable, sustainable, and on good corporate governance and competitive in the global compensation for executives. In terms market place. Good corporate of trying to understand how capping governance, therefore, of CEOs tenure could add to the becomes a prerequisite for promotion of good corporate national economic governance practice, (Whitehead, development. 2011) stated that there is paucity of literature covering this area. This was also collaborated by Therefore, this paper argues that the (World Bank, 2014) which maintains issue of capping of term limits is of that good corporate governance great importance in upholding good practices are one of the elements corporate governance practices both which are beneficial to both private in the private and public sectors. To and public sector organisations as it butress, this (Okeahalam & improves access to financial markets, Akinboade, 2003) argues that good reduces risks of scandals, improves corporate governance practices are a strategic decision-making processes, prerequisite for organisational reduces corruption whilst improving performance and economic growth transparency and accountability. when they stated that, Corporate governance has Background to Corporate Failures implications for economic and the role of CEOs development especially in From the 1980s repeated helping to increase the flow of serious frauds, financial abuses, financial capital to firms in boardroom tussles, and corporate developing countries. This is collapses both in developing and quite important for developed countries have brought to policymakers in Africa who are the fore the need to relook at how concerned with attaining high corporate governance practices are long-term growth rates of being followed in both public and about 7 percent per annum private sector organisation, (Mandala, within the framework of the Kaijage, Aduda, & Iraya, 2017). This New Partnership for Africa’s was also reinforced by Benz & Frey, Development (NEPAD). (2007) when they stated that over the Without efficient companies or last three decades, the corporate business enterprises, a country world was rocked by huge scandals will not create wealth or which caused share prices to employment. Without plummet due to excessive managerial investment, companies will compensation and manipulation of stagnate and collapse. If accounting records. Some of the business enterprises do not scandles in the private sector are prosper, there will be no Enron in 2001, HIH Insurance Ltd of Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 69 of 78 Australia, World Com, East African more clarity . According to (Leavy, Portland, and National Bank of Kenya, 2014), content analysis is an (Edwards et al., 2012; Mandala et al., approach that allows interpretation 2017). The scourge of scandals also of meaning from documentation and affected the public sector with texts which includes newspapers, notable cases being the 15 members books, web pages as well as articles. of the European Union who resigned In other words, it is a method that in 2002, a member of the makes a valid inference from texts. Metropolitan police in England who Due to limitations imposed by the stole over 5 million pounds in 1995 novel coronavirus (COVID-19), this (Matei & Drumasu, 2015). In the method became compatible with this Zimbabwean context (Ncube & study as it allows meaningful analysis Maunganidze, 2014) highlighted the of available records inorder to following cases with notable provide a meaningful conclusion. transgressions against good Therefore this study utilised data corporate governance practices, mega collected from published journals, remunerations at Zimbabwe reports, web pages, and legal Broadcasting Corporation, Public documents. Service Medical Aid Society and Harare City Council to name a few. Results and Discussion Whilst recommendations and corrective measures were made to International, Regional and address these corporate failures, National Instruments on Corporate these antidotes did not look if Ceo's Governance tenure could also be a contributing In response to various variable in causing the scandals. corporate scandals, governments and Whilst there is extensive competent bodies responded by literature covering board toughening corporate governance composition, company performance laws as well as imposing sanctions to and top management compensation, corporates which did not implement there is thin academic research in ethical and transparency practices understanding if capping Chief (Matei & Drumasu, 2015). In terms of Executive Officers (CEOs) could be corporate governance instruments used to enhance corporate (Coyle, 2003) pointed out that the governance. The few studies done to government of the United States of date by scholars like (Whitehead, America is the only country which 2011) focused on the private sector enacted legislation to regulate the only. In terms of research relating to activities of companies. The term limits in the public sector, it's legislation became known as the even thinner, therefore this paper Sarbanes-Oxley act of 2002 which intends to analyse the extent to which among other things introduced a raft capping of CEOs tenure in the public of measures including the following and private sector could contribute to provisions, punishing audit firms the observance of good governance which certify false information, the practices by organisations. establishment of independent audit committee which included Research Methods independent members, independence This study is anchored on and integrity of external auditors. In qualitative research design with terms of CEOs, the act states that the content analysis being adopted in individuals must not have been an interpreting data inorder to gain employee of the companies audit company and that he/she must sign Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 70 of 78 annually and certify that the financial Kingdom as its compilation has input statement represents the true state of from Sir Adrian Cadbury. This code is affairs. also a voluntary code meaning its Though the Sarbanes-Oxley application depends on the Act of 2002 is held as a millstone in willingness of organisations. improving corporate good According to the (Institute of governance, its main weakness is Directors of Southern Africa (IODSA) that, firstly, it did not address the (2016), the Kings report issue of CEO’s tenure which is a complements other international significant area of interest in the instruments by promoting sound promotion of good corporate corporate governance through adding governance practice. Secondly, the act issues that apply to the South African is directed more to the private sector context. However, the report than the public sector as it places introduces the African philosophy of more emphasis on regulating trading “Ubuntu” as the point of reference in of securities of listed companies on governance because it is anchored on the New York Stock Exchange. principles of integrity, communalism, However, the act provides a strong mutual respect, human dignity, basis to examine how a CEO's tenure sharing, and accountability. This could be looked at in terms of how it philosophy emphasizes the necessity can enhance good corporate for organisations to understand the governance practices. reciprocal relationship which they In the United Kingdom, the enjoy with communities because this country followed a different approach cordial relationship leads to as they adopted a voluntary sustainable development which will instrument known as the Combined be beneficial to both parties. Code of 1998. The Combined Code is Another important feature of a culmination and consolidation of the King's report is its emphasis on prior works namely, Cadbury, leadership and ethics as it posits that Greenbury, Hampel, Turnbull, Smith, the success of organisations is and Higgs reports. According to dependent on the ethical behaviors of (Coyle, 2003) the code covered a lot the leaders who include CEOs. In a of areas that promote good corporate major departure from other codes, governance. The areas include the the report explicitly covers the separation of the roles and functions private and public sector and it uses of Chairman and CEO to ensure that the following nomenclature the board is not dominated by a few organisations, this encompasses both individuals. Further, the code private sector governing institutions. stipulates that the CEO's The Kings Report explicitly covers in remuneration must be disclosed in detail the following, Local the annual financial statements by governments, State-Owned Entities, category showing share options, Non-Profit Organisations, Retirement bonuses, and any performance- Funds as well as Small and Medium related incentives. The major Enterprises. Despite making good weakness of this code is similar to coverage of important governance that of the Sarbanes-Oxley Act as matters, the capturing of Ceo's tenure discussed above. as a key element in good corporate The South African corporate governance remains elusive, as it is governance instrument known as the not covered. King's report was greatly influenced The National Code on by the Combined Code of the United Corporate Governance Zimbabwe Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 71 of 78 (2014) also referred to as the corporate governance (Matei & National Code and the Public Entities Drumasu, 2015). In policy or Corporate Governance Act, Chapter decision-making process, the CEO has (10:31) are the instruments guiding to ensure that the whole process is corporate governance in Zimbabwe. not opaque but it is transparent and The National Code covers other can be verified by all those who will contentious issues in corporate be affected by it. To this end governance like, board composition, (Edwards, Halligan, Horrigan, & the establishment of the audit Nicoll, 2012b) agree that strong committee, size of boards and leadership by CEOs based on good remuneration of management but its ethics is ideal for success for silent on the issue of CEOs tenure organisations. For example, if CEOs which this study argues that its a remuneration is set within agreed critical component in enhancing good limits, this same shared meaning will corporate governance practice by cascade to all levels of the both public and private organisations. organisation, if he or she does the The Public Entities Corporate opposite, then most workers will Governance Act, Chapter (10:31) agitate for salaries which do not under section 17 provides that Ceo's relate to their positions. tenure must be limited to two five The Ceo is also responsible for year terms. However, the major establishing comprehensive risk challenge with this provision is that it management, compliance, and is in variance with what happens in assurance system. He/She is also practice as CEOs in most public tasked in ensuring that good organisations do not leave office after corporate governance practices are the end of their tenure as they are upheld by setting a clear always reassigned or rotated to other accountability mechanism that ministries or sister organisations. protects organisational assets from pilferage and abuse (Edwards et al., The Purpose of CEOs in Promoting 2012a). Matei and Drumasu (2015) Good Corporate Governance reiterated that upholding of good World Bank (2009) posits that corporate governance practices by good corporate governance practices CEOs contributes to efficient ensure stability and viability of utilization of financial resources, organisations whilst its weaknesses decreases budget deficits, elimination will lead to reduced investor of corruption which in turn will result confidence failing to attract new in improved performance by the capital which will lead to the collapse entity in the provision of goods and of an entity. Closely related to this is services. the role played by leadership and According to the (Institute of culture in shaping the foundation and Directors of Southern Africa, 2016), direction of the organisation. Schein the CEO is also responsible for (2004) postulates that CEOs as providing ethical leadership which is leaders are a critical cog in shaping evidenced by his/her competence, the values and beliefs of group integrity, and fairness in handling members to focus on a common affairs of the organisation. Internally, objective. In this regard, a CEO who the CEO has the responsibility to sets a culture based on such values as ensure that decision making meetings ubuntu, accountability, transparency, are held regularly as these help in responsibility, fairness, and integrity, shaping the policy and direction of will be fulfilling key tenents of the organisation. He or She must Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 72 of 78 ensure that appropriate spaces of out that the CEO is also responsible engagement with stakeholders are for communicating policy issues available and meetings are held relating to the performance of the accordingly and correct information organisation and corporate social is disseminated to all intended responsibilities. Communicating an recipients. The integrity of CEOs is organisations policies and also tested during a process like operational standards helps procurement as this activity recipients to understand and constitute a large proportion of most measure how such entity will be organisations expenditure lines, following good governance practices. (Munyede & Mapuva, 2019). Therefore, if the procurement process CEOs as a Corporate Construct is done above board it translates to In most countries, the term better services to clients which will CEO is ascribed to a position occupied create a good relationship whilst by a top executive in the private procurement mirred in corruption sector. It embodies the head of a deprives citizens of quality goods and corporation which might be a listed services. company or a small family-owned Further, it is the responsibility business. The CEO is viewed as the of the CEO to ensure compliance with figurehead who is a link between the laws and regulations to safeguard the board of directors and staff members. interest of the organisation. Failure to In the Public Sector, the term CEO is comply with laws like paying taxes also known by different titles such as timeously exposes the organisation to Permanent Secretary, Executive penalties or even closure by the Secretary, Town Clerk, Vice- government. Through the CEO Chancellor, or Commissioner-General. organisations gains, credibility Despite the various titles, they all through publishing audited Financial have a common title that is accounts which act as evidence of Accounting Officer which equates good stewardship on behalf of them to CEOs in the private sector. stakeholders. According to (Coyle, The CEOs in the public and 2015) audited financial statements private sectors are shaped by the act as a barometer to which an environment under which they organisations performance is operate. Though both are affected by measured. Since audited financial social, technological, legal, economic, statements disclose itemised top and political environments the degree executive's remuneration, this of influence differs greatly. In terms provides a transparent measure of of political, social, and legal knowing emoluments of top environment public sector managers managers thereby ensuring that are greatly affected because public agreed levels are maintained. organisations which they preside The CEO is also the sounding over, are responsible for provision of board for the Board of Directors as he public goods and services. These provides advice on company goods and services attract politicians performance, the status of assets, who exert pressure on the CEO so human capital requirements, and that these goods benefit certain dissemination of accurate priority areas mainly their information within and outside the electrolate. In terms of legal organisation. Organisation for provisions, CEOs in the public sector Economic Co-operation and lacks flexibility as they operate Development (OECD), (2011) points around a framework regulated by a Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 73 of 78 plethora of laws, regulations, the ability to retain the right skilled circulars, and codes of conduct. For staff. He further pointed that another example, most constitutions assign challenge encountered in setting the responsibility of Human Rights to conditions of service is when an public institutions, so the CEOs as organisation operates a unitary board heads become the duty bearers whereby the Chairman will also be whose mandate will be to ensure the CEO because such individuals will their fulfillment for the benefit of be wielding significant influence over rights holders. The failure to comply other board members. This situation with fulfilling the human rights is exacerbated if the Chairman would provisions will result in CEOs and have been the CEO long time and this their institutions being arraigned gives them the ability to erode the before the courts for failing to follow power of the remunerations constitutional provisions. This has the committee. Whilst a CEO with a short effect of shaping CEOs to be tenure lacks the influence to bureaucratic and less creative as they negotiate a higher package as he/she would want to avoid being punished will be trying to establish himself if they transgress beyond the various which he/she will try to do by legal instruments. achieving agreed targets thereby The CEOs in the private sector improving organisational are insulated from compliance to a lot performance. However, due to higher of these regulations, but they are compensation and packages most shaped greatly by the dynamic private organisation always offer changes which occur in the capped CEO tenure linked to competitive business environment of performance usually two five year the private sector. They are also terms. greatly affected by the technological In the public sector, most changes which dictate how products CEOs do not have the flexibility of are processed, therefore to remain negotiating conditions of service as viable the CEO will always be racing these are predetermined by an organ to identify new technologies that will or institution which has mandate give them an edge over competitors. such as the Public/Civil Service Commission. In most cases, working Generic Working Conditions of CEOs conditions for CEOs in State-Owned In the private sector, the Enterprises and local governments remuneration committee has the are agreed at institutional level but mandate of setting the working are subject to review by line ministry. conditions for CEOs, (Institute of This was collaborated by (Janke, Directors of Southern Africa, 2016). Propper and Sadun, 2019) when they To safeguard from personal interests, posited that the appointment of CEOs the membership of this committee is in the public sector is not entirely to composed of independent members. the board of directors of the State- The mechanism in the private sector Owned Enterprise or local gives the CEO a platform to negotiate government but it is reviewed by line his or her conditions of service with Ministries which has the ultimate the committee. However, (Coyle, power to determine the appointment 2015) noted that there are of candidates as well as their challenges encountered in setting up conditions of service. Some of the conditions of service for CEO’s appointments are also recommended especially in trying to balance by the Cabinet or Commissions for between an attractive package and approval by parliament or the Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 74 of 78 President of that country. In can be profitability. They further highlighted seen that working conditions in the that compensation is not entirely public sector is not a straight forward linked to meritocracy and affair, but it follows a series of performance but the length of service. multilayered levels of bureaucracy. To understand the different In terms of compensation, conditions of service for CEOs in the (Hickman & Lee, 2001) states that in public and private sectors,the the public sector, it is linked to following comparative table gives functions and position, not to such analysis. Table 1: Comparative benefits between CEO in private and public sector ITEM CEO Private Sector Public Sector Salary-Fixed yes yes -Performance-based yes - Housing Yes yes Share Options/Equity yes - Board meeting allowance yes - Motor vehicle and fuel yes yes Severance allowance Yes yes Security Guard Yes - House Maid yes - Telephone Allowance yes yes Medical aid cover yes yes Funeral cover yes yes Pension Scheme yes yes Education allowance yes yes Vacation Leave days yes Yes Annual Bonus Performance-based yes Subscriptions to professional boards yes - Holiday Allowance yes - Working Hours Flexible Fixed Source: Processed by the author (2021) It can be noted that working conditions for CEOs in the private sector are better as compared to the private sector. Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 75 of 78 Uncapped CEOs Term Limits: CEOs especially in the public sector. Debates This argument is also silent on one As the chorus to uphold good major contentious issue of corporate governance practices compensation. Ideally, a higher grows, two distinct competing package is more appropriate for short debates have emerged. The first tenure as the CEO would be able to be school of thought argues that tenure cushioned once he leaves of CEOs in public and private employment. In most developing organisations must be capped in line countries employment opportunities with presidential term limits found in are limited such that if a person most democratic constitutions as they leaves employment he/she might find argue that a President is the CEO of it difficult to get another position the country. This school of thought despite that he/she might be highly argues that, since most Presidents skilled and qualified, therefore have a constitutional two five-year capping the term limit does not term limit, this must then be cascaded address this issue holistically. to all public and private sector The second school of thought organisation. Proponents for this as advanced by Whitehead (2011) school of thought like (Benz & Frey, argues that CEOs with uncapped term 2007) argue that for example in the limits are necessary for organisations United States of America there are as they have proven leadership based two four year term limits applicable on years of practical experience to the president and this can also gained mainly inside the organisation being applied to CEOs in the through promotions. He critiques that corporate world. Choruma (2019) a capped tenure for a CEO will make reaffirms this line of thought when he him/her short-sighted and focus on stated that the Constitution of short outcomes. It is argued further Zimbabwe Amendment No (20) of that, CEOs with long tenure are 2013, section 95 give two five year beneficiary in that they focus on terms to the Head of State and pursuing long term objectives which Government, therefore the same must will provide good returns to be extended to leaders in the public organisations. Choruma (2019) is of and private sectors. This was also the view that the issue of CEOs tenure supported by (Mohd-Saleh, Mohd- is the responsibility of the Board of Sanusi, Abd-Rahman, & Bukit, 2012) directors because its an internal issue who argue that short-tenured CEOs that must be governed by an uphold good corporate governance organisations code. Therefore, an practices as their disclosure of organisation could choose either to information to the board of directors go in favour of uncapped or capped and shareholders is more transparent tenure. because they would be trying to Those in the public sector prove their integrity and reputation. seem to favour the uncapping of term However, the major drawback limits for a variety of reasons. Firstly, of this argument, is that in countries most CEOs rise from lower ranks to with weak democratic institutions, higher positions through a structured constitutions are amended to allow internal promotional bureaucratic incumbent (Presidents) to extend process, therefore it is argued that their hold to power for perpetuity. this experience can not be discarded Because of such blatant constitutional easily. Secondly, it is argued that transgressions, it also becomes CEOs in the public sector are career impossible to then put term limits to civil servants and the sector lacks Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
Journal of Contemporary Governance and Public Policy 2 (1), April 2021, 67-78 76 of 78 adequate financial resources to offer Alternative route to cap tenure in higher compensation packages the public sector therefore long tenure accompanied To promote good corporate by a guaranteed pension will become governance practice, this paper ideal. Thirdly, the nature of services argues that the capping term limit is like refuse collection, road the ideal route to take. The private maintenance, and public lighting sector as indicated above can pay offered by public organisations are better compensation to a CEO thereby difficult to measure and outcomes are this poses no challenges. On the difficult to attach to a single contrary, the public sector has individual. It is argued that unlike a challenges since remuneration is CEO in the private sector where lower, however, this paper maintains indicators such as profitability, return that public sector organisation can on capital, earnings per share, and have capped tenure. To cushion the dividend cover are easy to measure. CEOs in the public sector, the Given such a setting uncapping of following can be adopted. tenure becomes necessary for CEOs in • Loans at concessionary rates to the public sector. purchase assets like a house, vehicle, and other basic needs Drawbacks of uncapped Tenure have to be extended to CEOs. However, there are drawbacks • To guarantee the continued flow associated with giving CEOs of income, options to invest in uncapped tenure which goes against government and municipal bonds good corporate governance practice. must be availed to these top According to (Whitehead, 2011) long- executives. tenured CEOs capture the board of • The practical experience of these directors resulting in (board erosion) executives needs to be tapped which will result in him overruling into institutions of higher their decision thereby affecting the learning by creating platforms in principal-agent theory. This is worse which they come as paid in dualistic boards where the CEO is lecturers, guest speakers at also the Chairman of the company as symposiums, and forums. he/she will be wielding more power • They can also be given the space than the board. Choruma, (2019) to document their experiences argues that long-serving CEOs into books thereby creating become complacent and less value- repositories that will promote adding to the organisation. Further, efficiency and effectiveness of the uncapped tenure makes public sector. organisations become stagnate and will not regenerate themselves Conclusion thereby affecting their overall Corporate governance has performance. In terms of disclosure evolved significantly over the last of information to stakeholders, long- three decades and continues to do so. tenured CEOs are conservative as The demands for accountability and they would be unwilling to expose transparency by stakeholders are themselves especially when there is becoming a prerequisite for both an issue that will affect their job public and private sector security. organisation. This, therefore, places the CEO as a key player who should advance good corporate governance practices which include limitations of Paradzai Munyede/Capping the tenure of CEOs as a Good Corporate Governance Strategy: Prospects and Challenges
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