The purpose of this study is to the effect of the characteristics of the board of directors on the accounting financial criteria in the companies admitted on the Tehran Stock Exchange. In this research, the criteria of board ownership, board independence and board size were used to measure the characteristics of the board of directors. In terms of classification, the research is of an applied type and the research method is of a quantitative type. In order to examine the hypotheses of the research, the audited financial statements of the companies and the change reports of 148 companies admitted to the Tehran Stock Exchange during the period from 2013 to 2020 were used, and the required data were extracted and used the method of multivariate regression analysis and the use of the F-test of Limer, Hausman, Brosch-Godfrey and Brosch-Pagan was investigated with the help of R software. The results of the hypothesis test showed that there is a relationship between the characteristics of the board of directors, which were evaluated using the criteria of ownership of the board of directors, the independence of the board of directors, and the size of the board of directors, and the financial performance of companies, which was evaluated using accounting criteria. There is a positive and meaningful. As a result, despite the significant effect of the characteristics of the board of directors on the performance of companies, the need to pay attention to the characteristics of the board of directors is of great importance. Therefore, according to the findings of the research, the importance of more effective supervision of the board of directors on the activities of managers is confirmed, and as a result, the criteria of ownership of the board of directors, the independence of the board of directors and the size of the board of directors, which can improve the performance of companies and cause He paid attention to increasing the efficiency and effectiveness of the decisions of the board of directors in the company and increasing the value and reputation of the company.

Behavioral behaviors of managers are one of the factors affecting social responsibility, which play an important role in the decision-making of capital market players. In order to examine the behavioral characteristics of the board of directors, materiality has not been considered, and in this research, for the first time, the materialism of the board of directors and its various aspects are comprehensively examined. Is. The characteristics of the board of directors have been evaluated by fulfilling the social responsibility of the company. The purpose of this research is to investigate the effect of the materialism of the board of directors on the social responsibility of the company with the moderating role of the characteristics of the board of directors. The statistical sample of the research included 160 companies admitted to the Tehran Stock Exchange between 2014 and 2019. Multivariate linear regression model and cross-sectional data have been used to test the hypothesis. The findings of the research show that the education of the board of directors has a significant effect on the relationship between the materialism of the board of directors and social responsibility; The company has a benevolent responsibility and the tenure of the board of directors has a significant effect on the relationship between the materialism of the board of directors and the company's benevolent responsibility. The results show that the materialism of the board of directors makes them less willing to provide a complete and transparent report on the company's social responsibility. The education and tenure of the board of directors is one of the characteristics of the board of directors, which moderates the relationship between the materialism of the board of directors and the company's social responsibility.

The goal of this research is to investigate the relation between board of directors’ attitudes and financing methods of listed companies of Tehran Stock Exchange. This research population includes 65 listed companies of Tehran Stock Exchange during 2004-2011. The multivariate linear regression analysis is used to hypotheses testing. Results of research hypotheses testing indicate that there is a significant negative relation between the board of directors’ size and internal financing. Moreover, there is a significant negative relation between board of directors’ independency and the board of directors’ ownership percent with external financing either. On the other hand, research results show that there is significant statistical relation between board of director independency and the board of directors’ ownership percent with external financing and a similar relation between the board of directors’ size and external financing. Results of control variables demonstrate that there is a significant positive relation between firm size and internal financing and a significant negative relation between firm life time and financial leverage with internal financing. Also, results show that there is a significant positive relation between the firm size, firm life time and financial leverage with external financing.

After the separation of management from ownership, and the emergence of the agency theory, the board of directors has been identified as the mechanism of internal control and governing means in firms. Hence, this study, attempting to provide a new approach to the importance, quality and quantity of the board of directors, investigates the impact of operations of a firm on the structure of board of directors. In this study, the sample consists of 60 firms listed in the Tehran Stock Exchange (TSE) from 2000 to 2009. The statistical method of analysis utilizes the Logistic regression model and ordinary least squares regression model with panel data. The findings revealed that the scope of operation measures, namely firm size, firm age and debt ratios, didn’t significantly affect the structure measures of board of directors, including size of the board, percentage of outsiders in the board, appearance of one of the outsiders as the chairman of the board, and the presence of at least three outsiders in the board. However, the ownership percentage of institutional shareholders had significant and negative effect on the structure of board of directors. Also, type of industry didn’t have significant impact on the structure of board of directors in the studied firms.

The board of directors is the head of the supervisor and controller in the organization's system. Since the emergence of widespread changes in the business environment has led organizations to take advantage of diverse specializations and skills, changing the composition of the board and the diversity of vision and perceptual skills in their composition has doubled.
One of the indicators of diversity in the composition of the board of directors is the ratio of the presence of women in the composition of the board of directors. In this paper, the relationship between the presence of women in the board of directors and the weakness of internal control is examined. The required information from the financial statements and the report of the board of directors of 64 companies listed in Tehran Stock Exchange during the period 2012 to 2015 has been collected. To test the research hypothesis, logistic regression has been used Eviews software. The results of the research show that the presence of women in the board has a negative effect on the weakness of internal control. With the increasing presence of women in the board of directors, the company's internal control system is less vulnerable.

Evaluating board of directors task performance is one of the most important subject recommended by policy making institutions. Nevertheless، literature lacks a practical model to answer questions around content and process of board of directors task performance evaluation. When it comes to subsidiaries board، lack of such evaluating model is obviously seen. This article aims at proposing an evaluation model to determine how evaluate subsidiaries'' board of directors task performance. In this regard، a framework of subsidiaries board of directors tasks has been developed. Then، prevalent EFQM evaluation methods and procedures are used to propose a practical procedure to evaluate board of directors task performance. Finally، the suggested framework and proposed process have been tested in 24 subsidiaries board of directors of an Iranian corporate. At the end، validity and reliability of the suggested model are precisely examined، and practical implications، research limitations and suggestions for future research are discussed.

The purpose of this research is to investigate the effect of board of directors’ independency on the relationship between information asymmetry and financial reporting quality of the companies listed in Tehran Stock Exchange. To test the research hypotheses, the data of 135 companies listed in Tehran Stock Exchange during a ten- year-period (2004-2013) were analyzed using combinational data method and Eviews 6. The results indicate a negative significant relationship between board of directors’ independency and financial reporting quality and a positive significant relationship between board of directors’ independency and information asymmetry. That is, as board of directors’ independence increases, board efficiency increases too and the level of information asymmetry decreases afterward; besides, decreases in information asymmetry lead to increase in financial reporting quality. Moreover, the results show that board of directors’ independency affects the relationship between information asymmetry and financial reporting quality. In other words, it can be considered that board of directors’ independency is a moderating factor in the relationship between information asymmetry and financial reporting quality.

The purpose of this study is to evaluate the effect of the characteristics of board of directors (Chief Executive Officer Duality, CEO tenure duration, size and independence of the board of directors) on earnings management. In this study, data from 62 companies listed in the Tehran Stock Exchange during the years of 2011 to 2015 were used. The statistical method used in this research is panel data and the multiple linear regression models were used to test the hypotheses. In this study, three models of real earnings management (real earnings management based on abnormal cash flows, real earnings management based on abnormal discretionary expenditure and real earnings management based on abnormal production costs) were considered. The results of the hypotheses test using panel data showed that from the four characteristics taken into consideration for the board of directors, duration of tenure of Chief Executive Officer on the board of directors (in all three models of real earnings management), the size of the board of directors (in real earnings management model based on abnormal discretionary expenditure ), the independence of the board of directors and CEO-duality (in real earnings management models based on abnormal production costs), have a significant impact on the real earnings management.

Today, intellectual capital in firms is an important topic that has drawn the attention of many financial market researchers. Also, firm managers’ compensation results in more value creation. The purpose of this research was to study the relationship between intellectual capital and its components and the board of directors’ compensation at Tehran Stock Exchange listed companies. The study covered a sample of 171 companies between 2007 and 2016. Multi-variable regression and the panel data method were used to test the research hypotheses. Results of testing the hypotheses of this research using Pulic’s model (Pulic, 2000) show that even after controlling company’s board of directors’ size, debt structure (financial leverage) and the independence of the board of directors,  there is a positive and significant relationship between intellectual capital and the board of directors’ compensation. Furthermore, among the components of intellectual capital and the board of directors’ compensation, there is positive and significant relationship between the efficiency of the human capital and the efficiency of capital utilized; but the relationship between the efficiency of the structural capital and the board of directors’ compensation is positive but statistically insignificant.

Although according to the law, the board of directors determines the scope of the executive director’s (manager’s) power, but executive powers which are not granted to the manager, despite the usual ambiguous perception, are not executable by the board of directors itself. As a result, this paper proves that in the commercial law, there is an almost hidden principle called the principle of mere allocation of company’s executive organ to the manager.
Use of the word “executive” in the title “executive director”, compulsory nature of publicizing only the manager's characteristics in the national gazette, compulsory nature of having a manager and the exceptional nature of having the board of directors in companies, manager’s discretionary power in a company’s executive affairs, required natural personality of the manager and the possibility of standing as manager only for one company, as well as the unlimited nature of the managerial term prove this principle.
In external (company’s relation with persons out of it) and internal affairs manager is the sole executive agent of the company. However, a company can have more than one manager and it is possible for the board of directors to introduce other persons as the company’s special agents, or as persons compatible to make signature on behalf of the company. In addition, a company may partially grant its powers to other persons.
Only the manager’s characteristics should be publicized in the national gazette. This would have different results including that his post gets deemed principally not expired and that the company gets known by him. However, the procedure for introducing a person as a company’s executive agent is a relatively long and complex matter. However, it is not impossible for the manager to be appointed by the general assembly rather than the board of directors. In such a case, the general assembly meeting’s minute rather than that of the board of directors would be publicized.
Having at least one manager is compulsory for every company but having the board of directors is exceptionally compulsory; this is because of the difficulties concerning having board of directors in the companies. However, the Legislature avoids the collective execution of the companies’ affairs as well.
Despite managers’ discretionary power in executive affairs of the company, there are some points about the governance of the board of directors’ views over the manager’s views, manager’s scope of power, the cases in which manager’s restricted power can be relied on against the third parties, and election of the board of directors’ head as the manager.
A legal person cannot become a manager in a joint stock company. In other companies, a manager has been deemed as a “person” so it is not impossible for legal persons to become manager of other companies. However, even if the manager is a legal person, at last the managerial affairs of the company would be accomplished by a natural person. However, although the term for the board of directors’ membership cannot exceed two years, there is no maximum term for being a manager. This is because s/he is elected as an agent not for the board of directors but for the company. In fact, although principally it is the board of directors which appoints the manager, but it grants the company’s rather than its own powers to him/her. In other companies as well no maximum term has been determined for engagement as a manager.
During many decades, no paper had been written about manger which had different reasons. One of the reasons is the extremely scattered situation of related material and the other is the presence of conflict, controversy, and ambiguity among relevant regulations.
As one of its auxiliary results, this study proves that the manager in the companies other than the joint stock and the cooperative is not a director (a member of the board of directors) but an executive director (manager). Hence, in case those companies have more than one manager, those managers would not form a board of directors as it is usual in joint stock and cooperative companies. That would form a board of managers, and decisions making in which would be by unanimous consent rather than majority vote. Besides, as it happens about the joint stock companies’ manger of having negative conditions of eligibility, it seems possible to deem as correct the acts and endeavors of other companies’ managers in case they have been chosen or acted while having the legally negated conditions of eligibility.
In some cases, matters grounding this principle (principle on mere allocation of company’s executive organ to the manager) such as discretionary power’s existence for the manager in the company’s executive matters, and executive matters’ separateness from legislative ones have been proved as well. Under this principle’s light, analyzing the different parts of the important issue of possibility or impossibility of reference to the manager’s power’s restriction against the third parties has become possible and it has become clear that the manager has a place quite independent from the board of directors.