1. Introduction
The concept of resilience has emerged as a reaction of current iterative and growing strong economic crises [
1]. Organizational resilience is viewed as the power of the company to foresee, undergo, adjust, and flourish in the aftermath of disruptive circumstances [
2]. Consequently, resilience can be seen when a company is able to uphold above-average returns even after absorbing the shocks of the competing setting [
3], and is thus an approach to risk management. In fact, the reply of companies to fast transformations and shocks is crucial for economic development [
4]. According to the study by Hamilton [
5], enterprise resilience empowers the company to constantly identify and mitigate the risks, therefore acting as an early warning tool. Therewith, resilient enterprises employ sustainable strategies aiming to register long-term performance [
6]. Also, strategic resilience was depicted as the response of the company to replace and fit the strategies according to shocks from outside environment [
7]. By means of resilience are underlined the firm skills to preserve social and intellectual resources, apart from operational integrity, that are vital to the long-run success of organizations [
8]. Besides, groups show greater organizational resilience relative to unaffiliated firms due to an efficiency effect which supports the idea that groups have greater incentives to reorganize and are more efficient through market transition, as well as a cumulativeness effect which argues that groups hold higher resources and skills to exploit the new opportunities given by the market expansion [
9].
A company should certify that there exists a balance between the management incentives and shareholder concerns in order to generate long-term value. In this sense, corporate governance is an essential device for bringing into line the beliefs corresponding to principals and agents, also promoting responsibility. Besides, corporations are not solitary entities, being a share of a wide-ranging system that comprises the entire society, as well as the environment. Even if some of the companies are keen to fulfill the needs of stakeholders, their undertakings call for the consumption of huge quantities of natural resources. As such, corporations should lessen harmful effects on the environment, at the same time creating long-term sustainable shareholder value. Therewith, the board of directors should integrate environmental, social, and governance aspects within the fundamental decision-making practices, thereby benefiting from remarkable opportunities on behalf of innovation and growth, whereas any rebuff might cause major risks. Specifically, the companies that disregard sustainability are expected to face disputes with regulators, stockholders, or non-governmental organizations that undermine their reputation due to suspicious functioning practices. On the contrary, a resilient organization establishes transparency and sets oversight for CEOs and boards to manage enterprise risks, in order to reduce losses and to maintain shareholder value. Thus, resilience supports the companies not only to live on during a crisis period, but also to reach their essential goals, due to its capability to catch opportunities.
Further, the research of Tait and Loosemore [
10] underlined that sound corporate governance is related to higher levels of organizational resilience ensuing from the reputational and financial benefits of better transparency, market value, investor attractiveness, and organizational performance. Liang et al. [
11] noticed that the fundamental corporate governance indicators towards business failure examination were board composition and ownership structure. In fact, the internal controls (including shareholder structure, board features, external overseeing, and management remuneration) are considered as the primary factors that reveal and hinder poor performance, scandals, and frauds, whereas if these governance mechanisms fail, then the external controls (comprising the legislative regulations, mergers and acquisitions market, and manufacturing market rivalry) are likely to intrude into corporate control, at least in well-functioning finance and stock markets. Fich and Slezak [
12] stated two corporate governance viewpoints which may enlighten the eventual occurrence of business failure. Mainly, well-known scandals (such as Enron and WorldCom) showed that financial statements could be handled in order to conceal the genuine financial condition. Hence, corporate governance takes responsibility over vigorous financial reporting. Moreover, bankruptcy depends on the ability of management towards dealing with challenging financial situations.
Managers should be aware that unexpected situations could happen whenever, which in turn place their organization at risk of failure. As such, building resilience is strategically advisable, but also costly, thus becoming a process of harmonizing costs compared to prospective risks [
8]. In addition, the adaptability of corporations reveals their capacity to amend their undertakings as an answer to variations within the outside setting. A company should anticipate hints of change from the outside, decrypt them, and speedily proceed to enhance or reinvent its business model. Corporations that surpass crisis periods are those entities that show sufficient flexibility to adjust to fluctuating situations. Likewise, the adaptability and flexibility of corporate governance, sustained by a supervisory framework is a precondition for enhanced corporate performance. Furthermore, even sustainability demands for adaption towards the ecological, social, and economic changes across time.
The current empirical investigation aims to explore the link between corporate governance features and the risk of failure related to the companies listed in Romania. This research adds new perspectives to the literature since, from our knowledge, there is no previous evidence towards the link between characteristics of a board of directors and risk management on the Bucharest Stock Exchange (BSE). Likewise, a comprehensive global business failure risk tool (GBFRT) was developed, by the side of two risk indicators for shareholders’ wealth and short-term risk, by employing multidimensional data analysis techniques. Furthermore, several characteristics related to CEOs were considered. In addition, the results drawn from this paper reveal practical usefulness for investors, as well as policy makers, within the investment activity.
The remainder of the study proceeds as follows. The second section analyzes prior literature, strongly debated especially for the US market, drawing the research hypotheses. The third section presents the database, selected variables, as well as employed quantitative methods, whilst the fourth section exhibits and discusses the empirical evidence. The final section of the manuscript set out the concluding remarks and provides future research avenues.
2. Related Literature and Hypotheses Design
As long as the roles of CEO and Board Chair are not divided, the agency theory predicts that firm performance is poor since the oversight and control of the CEO are imperiled. Contrariwise, the conjunction of CEO-Board Chair functions is supported by stewardship theory that emphasizes that there is a unity of command, which positively influences firm performance. According to Hambrick and D’Aveni [
13], corporations within which the same individual holds both the CEO and Chair of the Board positions reveal a greater tendency to go bankrupt. In case of an independent Chairman, Jensen [
14] highlighted that the board will be more effective and the Chairman will have no conflicts of interest. Further, a high quality monitoring will be ensured in case of an independent Chairman, showing a lesser likelihood of organizational failure [
15].
Based on these assertions, the first tested hypothesis was:
Hypothesis 1 (H1)
. CEO duality negatively influences business failure risk.
Croson and Gneezy [
16] stated that men consider risky situations as challenges instead of threats, which causes increased risk tolerance. Contrariwise, Bliss and Potter [
17] found that females assume higher risk than men. Likewise, Adams and Funk [
18] documented that women directors are more oriented towards risk taking than male directors. Berger et al. [
19] suggested that female directors are less skilled compared to male directors, and found that the increase of women directors is positively linked to risk, but this outcome was not significant.
Considering the above-mentioned, the second tested hypothesis was:
Hypothesis 2 (H2)
. Women CEOs negatively influence business failure risk.
Younger managers are concerned about career, therefore showing more risk-aversion, which determines excessive conservatism in investment policies [
20]. In fact, younger managers do not have reputations as high quality managers, hence being confronted with greater labor market scrutiny in case of a bad investment decision, which could significantly diminish future career opportunities. Bucciol and Miniaci [
21] explored a representative sample of US households and stated that risk tolerance declines with age and increases with wealth. Serfling [
22] showed that the age of CEO is negatively associated with risk, thereby providing evidence suggesting that corporations expect older (younger) CEOs to take fewer (more) risks, which implies that CEO and firm risk preferences are aligned.
Based on these statements, the third tested hypothesis was:
Hypothesis 3 (H3)
. Older CEOs negatively influence business failure risk.
Commonly, longer tenure emphasizes higher risk aversion due to larger private benefits from control related with higher managerial power, as well as more undiversified human capital investment. Hence, longer tenure entails greater managerial power and entrenchment [
23], whilst entrenched managers may take fewer risks to protect their private benefits from control. Chen and Zheng [
24] found a positive impact of CEO tenure on risk-taking, inconsistent with considering tenure primarily as a measure of human capital investment. Also, Ferrero-Ferrero et al. [
25] suggested that generational diversity promote sustainability within businesses.
Based on these considerations, the fourth tested hypothesis was:
Hypothesis 4 (H4)
. Longer CEO tenure negatively influences business failure risk.
Yermack [
26] emphasized the effectiveness of smaller boards since there are fewer problems with regard to communication and coordination. On the contrary, Uzun et al. [
27] claimed the lack of correlation between the size of the board and corporate fraud. Wang [
28] found that corporations with smaller boards register a higher future risk. Further, Wang and Hsu [
29] noticed a negative and non-linear link between the size of the board and the occurrence of operational risk events.
Considering the above-mentioned, the fifth tested hypothesis was:
Hypothesis 5 (H5)
. Larger boards negatively influence business failure risk.
Heslin and Donaldson [
30] noticed that executive directors would increase risk, whilst non-executive directors would decrease risk. During the financial crisis, Minton et al. [
31] emphasized that financially literate independent boards exhibited a risk-taker stance. Shrivastava and Addas [
32] found the prevalence of policies towards climate change and environment in companies with a higher ratio of independent directors. In addition, according to Post et al. [
33], a higher share of independent directors will drive to the establishment of sustainability-themed alliances.
Based on these considerations, the sixth tested hypothesis was:
Hypothesis (H6)
. Board independence negatively influences business failure risk.
Based on an investigation of 150 papers, Byrnes et al. [
34] concluded that women tend to follow an approach of less engagement with risk taking. Thus, women are less overconfident than men. According to Beckmann and Menkoff [
35], female fund managers avoid risk, their confidence being lower than in case of men. Additionally, a directive was proposed which established that at least 40% of non-executive board positions should be held by women [
36]. Also, Post et al. [
33] contended that a higher female representation on a board lead to the foundation of sustainability-themed alliances, whereas Ben-Amar et al. [
37] found an improvement of disclosure on voluntary climate change in companies showing greater women ratio on boards.
Based on these assertions, the seventh tested hypothesis was:
Hypothesis (H7)
. The presence of women on boards negatively influences business failure risk.
The board of directors is responsible for decision-making processes, corporate performance, and value creation, elements that bear risks. In addition, the CEO is accountable for setting the strategy regarding risk management, as well as for the policies established by the board. Board committees are created to serve the board with wise resolutions within particular fields, along with supervision of their fulfilment. However, the board may delegate the risk oversight responsibility to a particularly intended committee such as Risk Management Committee. Otherwise, the Audit Committee might implicitly take on this duty. For instance, amongst the requirements for listing on the New York Stock Exchange is that the Audit Committee is liable for risk monitoring. Instead, the Australian Stock Exchange guidelines claim that risk oversight is the assignment of the full board. Klein [
38] asserted an inverse link between Audit Committee independence (AC) and earnings management, whereas Bedard et al. [
39] noticed that the financial knowledge on the Audit Committee mitigated earnings management. Bliss et al. [
40] found a positive link between combined CEO-chairman roles and audit fees, thus arguing that auditors perceive higher inherent risk within a corporation where CEO duality prevails. Sun and Liu [
41] asserted that a great effectiveness of the Audit Committee may restrict risk-taking behavior.
Based on the above assertions, the eighth tested hypothesis was:
Hypothesis (H8)
. The establishment of Consultative Committees negatively influences business failure risk.
5. Conclusions
This paper explored the link between CEO characteristics (duality, gender, age, and tenure), board characteristics (size, independence, diversity, Consultative Committees), and risk management for the companies listed in Romania. We have employed principal components analysis for ten indicators out of annual financial statements, with only two principal components retained that explain 84.0237% of data variation and which signify risk indicators regarding shareholders’ wealth and short-term risk. Moreover, based on the retained principal components, a global business failure risk tool was developed. Subsequently, by applying a regression approach, the empirical findings revealed statistically significant negative relationships between CEO gender, board size, Audit Committee, and business failure risk. However, it should be considered that the relationships are not robust to all specifications. In fact, the research limitations are depicted by the reduced sample size, as well as having only one year of investigation. As future research avenues, we aim to develop a business failure risk indicator by considering neural network architecture.
Corporate governance is regularly regarded as a device aiming to secure shareholder wealth against opportunistic managers. In fact, dilemma takes place when management seeks private benefits instead of long-term sustainability. However, the board of directors should be aware of risks and opportunities of the corporations, whilst sustainability concerns should be considered as part of their daily responsibilities. Therefore, boards are in charge of reinforcing governance tools, alongside risk management and internal control, as well as operating consistently with the doctrines of social responsibility. In the context of contemporary global challenges, boards of directors should consider the requisite to nominate highly skilled members showing varied qualifications, viewpoints, and knowledge. Male and female representation on boards, with diverse geographical membership, proficiency, and competence could set the suitable partnership that integrates conceptions, cleverness, and solutions to design and accomplish the successful path in order to enhance shareholder value. However, boards with narrowed perspectives are not able to reflect towards potential the companies could have within the worldwide market. Accordingly, boards comprising members which have kindred training will be unfruitful on carrying out corporate sustainability strategies that are fundamental to the company and its forthcoming progress. As trustworthy corporate citizens, the companies are expected to reply to the demands of society, as well as maintaining unaltered the natural environment on which rely current and subsequent generations. A good corporate governance cannot prevail if the companies are not providing a balance of social, economic, and environmental concerns, which represent the frame of sustainable development. Furthermore, the accountability and engagement with respect to sustainability could be emphasized by incorporating sustainability concerns within board committees’ charters. In addition, as a driver of investor confidence and employee trustworthiness, sustainability reporting should evolve forward to become a mainstream business practice.