1.Notes: The variables on board composition, board size, board committees, and number of board and committee meetings were obtained from proxy statement with filing dates just prior to the first announcement of corporate fraud. Significance of the mean of the pairwise differences is based on a t-test; significance of the median of the pairwise differences is based on a Wilcoxon signed test.
2.Hypotheses
The hypotheses we tested entailed discovering the relationship between fraud and board composition composition,board size, board chair, committee structure,and frequency of board or committee meetings.
3.The recent high-profile accounting scandals at Enron Corporation, WorldCom, and numerous other companies have led to much attention on reforms that can reduce accounting and other types of corporate fraud. A particularly important regulatory response was the passage of the Sarbanes–Oxley Act of 2002, widely regarded as the most extensive U.S. federal law related to corporate governance since the implementation of the federal securities laws in 1933 and 1934. Another important response was the requirement that companies whose stock is traded on the NYSE or listed on Nasdaq meet various corporate governance provisions. The Sarbanes–Oxley Act and the NYSE and Nasdaq proposals impose several governance provisions on publicly traded companies in the United States, and a significant stipulation is improved oversight by the company’s independent directors.ings.
最近，安然有限公司,世界电信和许多其它公司被受瞩目的-会计丑闻导致关注改革来减少会计和其他方式的公司欺诈。一个特别重要的调节回应是2002萨班斯-奥克斯利法案的通过，被广泛地视为自1933年和1934年联邦安全法实施以来与企业管理相关的最详尽的美国联邦法。另一项重要的回应是要求公司的股票在纽约证券交易所交易或纳斯达克上市满足各个企业管治的条款。萨班斯-奥克斯利法案和纽约证交所和纳斯达克建议给公开交易的美国公司施加一些管理规定，一个重要的被公司独立董事忽略的规定将被改善。
4.To conduct our investigation, we constructed a database for a sample of companies that were accused of committing fraud during the period 1978 through 2001. We also constructed an industry- and size-matched control sample of companies that were not accused of committing fraud. For both samples, we collected data on the board of directors and other governance attributes.通过调查，我们为1978至2001这一时期内公司被指控财务欺诈的案例建立了一个数据库。我们也为没有被指控财务欺诈的公司构建了一个产业以及规模的匹配控制示例。这两种案例，我们都从主管层和其他管理部门收集数据。