3.2. Independent directors and IT control material weakness
The significance of the board of directors as an internal control mechanism has long been recognized (Weisenbach, 1988; Brickley et al., 1994). The board of directors receives its authorities of decision making and monitoring management from stockholders of the company. Its purpose is to ensure the management actions in order to deter managers' opportunism which might sacrifice the interest of stockholders (Fama, 1980). Prior accounting research suggests that the independence of
the board of directors is positively associated with the reliability of financial accounting reports. Beasley (1996) posits that independent directors have higher incentive to develop their reputations in the external market for directors. He examines the relationship between financial statement fraud and composition of the board of directors, and finds that no-fraud firms have higher percentages of outside members than firms that have experienced fraud. Dechow et al. (1996) investigate firms subject to accounting enforcement actions by the SEC and find that firms manipulating earnings are more likely to have boards of directors dominated by management. Based on various case studies, King and Mcauley (1997) emphasize the involvement of board of directors in IT evaluation. Therefore, boards with more independent directors better fulfill board oversight function, which includes selecting competent management team members, supervising the establishment of control processes and building a stronger internal audit department. As IT control is part of the internal control system, we expected that board independence is negatively associated with IT control material weakness. An independent director is defined as a director with no material relationship with the company (e.g. current and former employees, family members of employees or other individuals not deemed independent, and employees of organizations that receive charitable gifts from the firm). Thus, our fourth set of hypothesis is summarized as:
H4. Companies with higher percentages of independent directors on their boards are less likely to
have IT control material weakness in the ICOFR.