Dissertationen: „Companies with board of directors“

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Alamri, Maree Ali. „Corporate governance and the Board of Directors in Saudi-listed companies“. Thesis, University of Dundee, 2014. https://discovery.dundee.ac.uk/en/studentTheses/47f5d91d-73c0-45d1-8ee7-8ea3fdee4a4e.

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Corporate Governance has been a focus of attention in many countries around the world. A renaissance in governance issues has led global convergence to codes of good governance and practices. This study examines the adoption of a relatively new corporate governance code for KSA listed companies and its adaptation in an institutional setting where family and government ownership prevails. The study focuses on the governance mechanisms adopted by companies and the influences on such practices, and identifies those that are not being practiced and the reasons behind such resistance using both interviews and a questionnaire survey. The results indicate that coercive pressures has resulted in the diffusion of some governance practices, but normative isomorphic tendencies arising from sociocultural factors have prevented governance practices from being adopted effectively leading companies to decouple material practice for merely ceremonial practices. The prevailing institutional logics within government and family owned companies leads to heterogeneity among listed companies regarding their governance structures and practices. The findings of this thesis show that policy makers should consider the network of actors that determine practice in order to improve the governance framework.

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Wang, Yi. „Board independence and firm performance evidence from ASX-listed companies /“. Swinburne Research Bank, 2009. http://hdl.handle.net/1959.3/66774.

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Thesis (PhD) - Faculty of Business and Enterprise, Swinburne University of Technology, 2009.
A thesis is submitted for the degree Doctor of Philosophy, Faculty of Business and Enterprise, Swinburne University of Technology - 2009. Typescript. "August 2009". Includes bibliographical references (p. 161-189)

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Wu, Wei. „Board composition and firm performance : a quantitative study on Chinese listed companies“. Thesis, Umeå University, Umeå School of Business, 2009. http://urn.kb.se/resolve?urn=urn:nbn:se:umu:diva-36075.

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4

Smith, Kevin John. „Do board contacts matter? : an analysis of the relationship between boards of directors’ ties and the performance of Australia’s largest companies“. Thesis, Queensland University of Technology, 2009. https://eprints.qut.edu.au/32188/1/Kevin_Smith_Thesis.pdf.

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Boards of directors are thought to provide access to a wealth of knowledge and resources for the companies they serve, and are considered important to corporate governance. Under the Resource Based View (RBV) of the firm (Wernerfelt, 1984) boards are viewed as a strategic resource available to firms. As a consequence there has been a significant research effort aimed at establishing a link between board attributes and company performance. In this thesis I explore and extend the study of interlocking directorships (Mizruchi, 1996; Scott 1991a) by examining the links between directors’ opportunity networks and firm performance. Specifically, I use resource dependence theory (Pfeffer & Salancik, 1978) and social capital theory (Burt, 1980b; Coleman, 1988) as the basis for a new measure of a board’s opportunity network. I contend that both directors’ formal company ties and their social ties determine a director’s opportunity network through which they are able to access and mobilise resources for their firms. This approach is based on recent studies that suggest the measurement of interlocks at the director level, rather than at the firm level, may be a more reliable indicator of this phenomenon. This research uses publicly available data drawn from Australia’s top-105 listed companies and their directors in 1999. I employ Social Network Analysis (SNA) (Scott, 1991b) using the UCINET software to analyse the individual director’s formal and social networks. SNA is used to measure a the number of ties a director has to other directors in the top-105 company director network at both one and two degrees of separation, that is, direct ties and indirect (or ‘friend of a friend’) ties. These individual measures of director connectedness are aggregated to produce a board-level network metric for comparison with measures of a firm’s performance using multiple regression analysis. Performance is measured with accounting-based and market-based measures. Findings indicate that better-connected boards are associated with higher market-based company performance (measured by Tobin’s q). However, weaker and mostly unreliable associations were found for accounting-based performance measure ROA. Furthermore, formal (or corporate) network ties are a stronger predictor of market performance than total network ties (comprising social and corporate ties). Similarly, strong ties (connectedness at degree-1) are better predictors of performance than weak ties (connectedness at degree-2). My research makes four contributions to the literature on director interlocks. First, it extends a new way of measuring a board’s opportunity network based on the director rather than the company as the unit of interlock. Second, it establishes evidence of a relationship between market-based measures of firm performance and the connectedness of that firm’s board. Third, it establishes that director’s formal corporate ties matter more to market-based firm performance than their social ties. Fourth, it establishes that director’s strong direct ties are more important to market-based performance than weak ties. The thesis concludes with implications for research and practice, including a more speculative interpretation of these results. In particular, I raise the possibility of reverse causality – that is networked directors seek to join high-performing companies. Thus, the relationship may be a result of symbolic action by companies seeking to increase the legitimacy of their firms rather than a reflection of the social capital available to the companies. This is an important consideration worthy of future investigation.

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Wang, Zijian. „Board characteristics, audit committee, and audit fees : Evidence from Swedish listed companies“. Thesis, Uppsala universitet, Företagsekonomiska institutionen, 2013. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-202576.

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This thesis examines the empirical relationship between a set of board characteristics (i.e. independence, diligence and expertise), audit committee (existence, characteristics and status within the board), and audit fees in a sample of Nasdaq OMX Stockholm-listed companies. The author investigates the relationship using a sample of 187 company-year observations for year 2011. Through multivariate regression analysis, the author found that more independent boards are associated with lower audit fees, while more expert boards and audit committee existence are associated with higher audit fees at the conventional levels. Results as such suggest that board independence, expertise and audit committee existence can influence the demand for audit coverage. Through further analyzing a subsample of 116 companies with audit committees, the author additionally found that more audit committee meetings are associated with higher audit fees, while wholly independent audit committees and an increase in the relative size of audit committee to nomination committee are associated with lower audit fees at the conventional levels. These findings are supportive for the Swedish regulatory requirement of adopting audit committees in the Nasdaq OMX Stockholm-listed companies effective from 2009 and have implications for enhancing board- and audit committee effectiveness in the Swedish listed companies.

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Puteh, Salin Ahmad Saiful. „Corporate governance, board ethical commitment and corporate performance of Malaysian listed companies“. Thesis, Edith Cowan University, Research Online, Perth, Western Australia, 2017. https://ro.ecu.edu.au/theses/1943.

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The failures of high profile international companies such as Enron, Parmalat and Barings Bank and also companies in Malaysia such as Transmile, Idris Hydraulic, Aokam, PWE Industries and Hwa Tai Industries have triggered much interest to researchers and regulatory bodies on the work of company directors, arguably the front liners that are responsible for the success of the company. Although many reforms were taken in the last decade to prevent corporate collapses, how directors work and whether there are specified internal guidelines that guide their decision making, which affects the stakeholders of the company have been neglected. The collapse of many large companies gives significant evidence that without ethical leaders, corporate governance mechanisms and any type of control may malfunction. In 2012 the Securities Commission of Malaysia added a new principle, board ethical commitment, in the revised Malaysian Code of Corporate Governance (MCCG). These developments have motivated the current study to explore and investigate the contribution of board ethical commitment towards the sustainable performance of the company. While there has been research on the association between corporate governance and firm performance, most of the studies use single measures of each corporate governance principle and no known archival research has been conducted on board ethical commitment. This study looks at multiple measures of each corporate governance principle and their association with firm performance. It also aims to examine the extent of companies compliance and disclosure with respect to board ethical commitment, test whether board ethical commitment is associated with firm performance and whether it will enhance the association between corporate governance and firm performance. This study uses two methods of data collection. First, archival analysis of the annual reports and websites of Malaysian listed companies. The MCCG 2012 Index was created to assess the compliance of companies with the corporate governance requirements while a comprehensive checklist was developed from international best practices to assess the level of board ethical commitment. Second, semi-structured face-to-face interviews with directors of the listed companies were conducted to draw insights into the reasons and justifications of the results of the archival analysis. This study found that in general, corporate governance does not have a significant positive relationship with corporate performance. Further analysis found evidence that only two specific corporate governance practices namely sustainable policies and proactive shareholders engagement have a significant positive relationship with performance of the company. This study also found that there is a relationship between board ethical commitment and company performance. In addition, the board ethical commitment enhanced the relationship between corporate governance and corporate performance. This finding indicate the importance of business ethics generally and ethical leadership particularly in contributing good corporate performance.

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Khalid, Akhma Adlin. „Determinants and impacts of directors' remuneration disclosure : evidence from Malaysian FTSE30 companies“. Thesis, Brunel University, 2018. http://bura.brunel.ac.uk/handle/2438/16352.

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Directors' remuneration has long attracted a great deal of attention from financial economists and academics due to its strategic role as a remedy to control agency problems. The key issue is the conflict between directors and shareholders on whether the remuneration is designed to maximise shareholders' value or to favour directors, who run the company on behalf of the investors. However, the conflict can never be detected when the disclosure of remuneration is not transparent. The study was conducted in Malaysia which provides a distinctive research setting different from other developing countries because Malaysia has a disclosure exercise that is still far below best practice as well as a unique Malaysian cultural and institutional environment. Thus, the unusual combination of politics (government) dominated by Malays and business dominated by the minority Chinese provides an interesting background to explore the determinants and consequences of directors' remuneration disclosure. This study's novelty stands on the exploration of ownership structure and board diversity in determining directors' remuneration disclosure, as well as the impact of disclosure towards firm value. The first chapter investigates the association between ownership structure and directors' remuneration disclosure. A significant and negative association is noted between family ownership and remuneration disclosure, suggesting that the traditional family control in Malaysia continue to be dominating outweighing the necessity of public disclosure. Moreover, this study encountered a non-linear relationship between government ownership and remuneration disclosure, indicating that the disclosure of directors' remuneration is positive up to a certain level of government ownership but reduces as government ownership increases. Evidently, directors in government-owned companies are being extra vigilant in disclosing their remuneration due to the political and personal security reasons, particularly post the 12th general election of Malaysia in 2008 that witnessed the government lose its two-thirds majority in parliament for the first time after 40 years. The second chapter examines how board diversity influences disclosure. The study found that only age diversity is significantly and negatively associated with directors' remuneration disclosure, supporting the age stereotype that characterised old directors who are wise and wisdom. Hence, the adverse disclosure behaviour can be explained by their ability to credibly withhold voluntary information and strategically disclose mandatory information on remuneration. Contrary to prior studies, this study found that ethnic diversity does not have a significant influence on directors' remuneration disclosure possibly due to the equal number of Malay and non-Malay directors on board throughout the period under review. Interestingly, cultural convergence is also known to be a contributing factor as both ethnics exercise their belief in determining the level of strategic remuneration disclosure. In line with upper echelon theory, the presence of female directors is found to be an insignificant determinant of remuneration disclosure possibly due to their risk-averse personality in the high-risk disclosure area. The third chapter aims to assess the extent to which directors' remuneration disclosure reflects information that is relevant to firm value. By using Tobin's Q, this chapter shows that directors' remuneration disclosure is value relevant in both financial and non-financial sectors among the FTSE30 companies. The finding implies that the market highly values directors' remuneration disclosure as it signals board transparency and provides a window to overall governance quality of an organisation. This chapter proposes that commitment to directors' remuneration disclosure has potential benefits that outweigh the risk of disclosing within the Malaysian context. Furthermore, this chapter explicitly addresses and justifies the potential endogeneity problem that has been ignored by typical accounting studies. Using the two-stage least squares (2SLS) technique to control for the endogeneity of voluntary remuneration disclosure in assessing its impact on firm value, findings from the robustness analysis carried out suggest that the empirical results reported are robust to potential endogeneity problems. Finally, this study provides two practical implications. First, it provides a disclosure incentive for directors to make better remuneration disclosure in the annual report. Despite that there is evidence of hesitancy to disclose due to the political volatility in Malaysia subsequent to the 12th general election in 2008, the market significantly values directors' remuneration disclosure as it signals good governance practice by the company as well as great reputation portrayed by the board members. More specifically, this study encourages disclosure on directors' remuneration as it positively affects firm value, in both financial and non-financial sectors. Secondly, this study offers essential guidelines for companies in determining the board composition. It suggests that a distinctive personality of each director can be a competitive advantage of a firm when it is properly transformed to make it congruent with the firm's objective, in achieving maximum efficiency of decision-making. While age diversity is found to be significantly associated with directors' remuneration disclosure, the remaining board diversity dimensions such as gender, and ethnicity are also significant in a condition when it is critically analysed using the upper echelon theory within the context of Malaysia. Overall, the study indicates the need to incorporate a diversified composition of the top decision-makers in deciding a strategic remuneration disclosure.

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Olofsson, Ida, und Mikaela Larsson. „Female board members and company performance : Do companies with female directors perform better than companies without females on their boards? Evidence from Sweden“. Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2017. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-36578.

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Background: Females are underrepresented in Swedish boards, and in 2016 females represented 29 % of all board members. Many researchers have studied the relationship between the gender composition of company boards and company performance, but they have not managed to reach consensus in explaining the relationship. Pure shareholder theory suggests that the company philosophy is to focus on profitability and shareholder maximization. If the gender distribution in the board affects the performance of the company, some companies may underperform because of their board composition. If so, this is an issue that should be solved according to the shareholder theory and some adjustments to the composition should be done. Purpose: The purpose of this study is to investigate whether or not companies with female directors on their boards perform better than companies without female directors on their boards. The target group of the study is Swedish listed companies with a statutory domicile in Sweden. Method: For conducting this research, data for a period of three years (2013-2015) are collected from a sample of 94 Swedish listed companies. The performance measurements investigated are the ratios; ROE, profit margin, ROCE, EBIT margin and EPS. As for control variables, the board size and company size are used. An independent samples t-test is conducted, as well as a correlation matrix analysis and a regression analysis, to fulfil the purpose of this study. Conclusion: The results show that there is a significant positive correlation between female representation in the boardroom and the ratio EBIT margin. However, the correlation strength is so weak that it is not fair to draw the conclusion that female representation has a positive effect on the financial performance of the companies. Also, the regression analysis shows no relationship between the two variables. However, this study contributes by showing that there is no negative correlation between the presence of females on boards and the financial performance of the companies.

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Wang, Ling. „Corporate governance in China : roles of state, the supervisory board and the board of directors in large listed companies /“. [S.l. : s.n.], 2006. http://www.gbv.de/dms/zbw/520496876.pdf.

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Kondlo, Nandipha. „The importance of corporate governance in South African family-owned companies : effects of ownership and board composition on performance“. Thesis, University of the Western Cape, 2016. http://hdl.handle.net/11394/5517.

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MERENDINO, Alessandro. „Corporate Governance: the relationship between Board of Directors and Firm Performance. Empirical evidence of Italian listed companies“. Doctoral thesis, Università degli studi di Ferrara, 2014. http://hdl.handle.net/11392/2388958.

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Corporate governance is an international topic which is studied in depth in several research fields, such as accounting, management, finance, economics, etc. The 20th century witnessed massive growth in corporate governance issues in terms of theories, practices and empirical research. Thus, corporate governance, including the board of directors, has become one of the central issues in the running of company, due to worldwide and rapid change in environmental conditions and the current economic, financial and social context which is changeable, dynamic and globalized. Indeed, the board of directors of a firm, i.e. the governing body of every corporate entity, is ultimately accountable for company decisions and its performance. The board of directors, which is a fundamental asset of the firm and one of the pillars of corporate governance, is responsible to owners, members, and other legitimate stakeholders in terms of decisions, strategies and firm performance. This research analyses the effect of some corporate governance variables on performance by extending such variables and performance measures of previous studies. Thus, the object of the present research is corporate governance, and in particular the board of directors, its mechanisms and processes related with firm performance. The purpose of this research is to measure and quantify the relationship between the board of directors and performance of Italian firm listed on STAR segment (Italian Stock Exchange). Most studies in corporate governance analyse this relationship, but the majority are concerned with Anglo-American countries, emerging and developing markets and some European countries. Italy seems to have been left out of this research although it is an interesting case. Indeed, Italian corporate governance model presents some features in common with two archetypes existing in literature, i.e. Anglo-Saxon and German-Japanese models. However, the Italian model has some distinctive characteristics which are different from the two main corporate governance models. In particular, little research has been conducted in Italy to measure the relationship between board of directors mechanism and performance in listed companies by using single variables tested in an econometric model. This research is thus explanatory and has adopted positive methodology; its aim is to better understand whether agency theory which is the predominant approach in literature, is confirmed in the Italian context. We adopt agency theoretical approach of corporate governance by focusing on the relationship between board mechanism and corporate performance. The board mechanisms we study are consistent with prior research, namely board size, board composition (i.e. independent, non-executive, executive directors), CEO duality, Audit committee and Big Four (1). There is no relevant research which focuses on the relation Big Four-firm performance. On the other hand, firm performance is measured by Tobin's Q (market value) and ROE (accounting measure); moreover a set of control variables are introduced. Testing our econometric model on a population of Italian firms listed on STAR Segment (Italian Stock Exchange), we find some interesting results. In short, not all our empirical hypotheses are verified, for example we do not find that an increase of independent and non-executives directors leads to an improvement on firm performance, as agency theory states. Furthermore, CEO duality is not the worst leadership that a firm might adopt as agency approach maintains. It follows that agency theory is probably not able to explain the complexity of the relationship between the board of directors and firm performance. This means that there is oversimplified vision of the company related to complexity of the environment in which the firm operates and to intricate mechanisms including procedures within the firm (Daily et al., 2003b). Agency theory provides unduly simplistic assumptions which do not reflect the real environment, leading to a failure of empirical findings to support its basic principles (Daily et al., 2003b). Finally, given the complexity of board mechanisms, empirical results which do not support agency assumptions and the increased variety of interests, it follows that our findings may be interpreted through a relatively new theoretical lens, i.e. multiple agency theory (Arthurs et al., 2008). The latter seeks to go beyond the simplistic assumptions of agency theory, to dismantle fortress of that overwhelming approach and to open the black box of the board processes (Daily et al., 2003). -- (1) Big Four are the largest international audit firms; in particular they are Deloitte, PriceWaterHouseCooper, Ernst&Young, and KPMG.

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Benfatti, Beatrice <1993&gt. „The Board of Directors in limited companies and joint ventures in Italy and China: The Danone-Wahaha dispute“. Master's Degree Thesis, Università Ca' Foscari Venezia, 2018. http://hdl.handle.net/10579/13768.

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This thesis analyses a specific aspect of corporate governance in limited companies and joint ventures, namely the Board of Directors. Given the growing complexity of corporate structures and the multinational composition of their management bodies, it is important to understand the Board of Directors’ dynamics in order to avoid unfortunate disputes, as has happened for Danone and Wahaha. The first chapter focuses on the Board of Directors in limited companies in Italy and introduces the Board of Directors in international joint ventures. The second chapter focuses on the Board of Directors in China, with texts and translations of some articles of the main laws governing the Board. The third chapter deals with a juridical case, that is the dispute between Danone and Wahaha about corporate governance, with the translation of a judgment of the People’s Court of Hangzhou.

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Francis, Ojok, und Okema Samuel. „How Does Board Composition Affect R&D Investments? : Quantitative Study Based on Swedish Listed Companies“. Thesis, Umeå universitet, Företagsekonomi, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:umu:diva-122849.

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The purpose for this paper is to determine whether there is any direct connection between board composition and R&D investments of Swedish listed companies. A century ago, Sweden was among the poorest nations in Europe, yet today Sweden is 3rd among world leaders in innovation. Innovation is approximated as a good proxy measurement for R&D investments. R&D has been the primary source for innovation because of today’s nature of economies in which firms are challenged with competitive advantage. R&D investments have become very essential for every organization as well, yet there is no clear relationship between board composition and R&D investments. The researchers sought to confirm whether the effects of board composition are not only to monitor but also to provide resources since R&D spending requires appropriate forms of control systems and proper level of resources in the form of skill, experience and knowledge. The researchers obtained that the Swedish code of corporate governance is the main form of regulation and control mechanism that are mandatory for the boards of listed companies to adapt and comply with. In this study, the researchers integrated agency theory, resource dependence theory, and stakeholder theory and stewardship theory perspectives to explain the effects of board composition on R&D investments. The hypotheses were derived from these mentioned theories, tested from the sample data of 68 companies extracted from listed firms in Stockholm Stock Market. Board tenure, board interlock, independent directors, and ownership of shares, board size, age diversity and gender diversity were used as the influential factors for R&D investments. Additionally, firm size, ROA, firm age and leverage were adopted as moderating variables to test the effect of board membership composition against R&D spending. However, only board interlock came out to be negative and significantly correlated at 5% level with R&D investments and the remaining variables were detected to have negative low correlations with R&D investment, though no significant associations were found. Out of the control variables chosen only ROA obtained a significantly negative low correlation at 1% level. The epistemological and ontological choices for this study were positivism and objectivism with deductive approach. In order to examine if there is a relationship between board composition and R&D investment, the researchers employed multiple regression analysis. The researchers also identified a research gap since they did not find any evidence of a study that examines board composition in relation to R&D investments in Sweden. As indicated by the results of this study, only board interlock has effect on R&D spending. Therefore, there is need for further research on R&D investments by examining other forms of board composition characteristics such as education and professional experience. Both qualitative and quantitative studies are recommendable in this area. The authors concluded that the board characteristics do not directly matter for Swedish corporations to invest annually in R&D activities. This paper provides full support to stakeholders’ theory and stewardship theory while partially agrees with agency theory and resource dependence theory. Key words: Corporate governance, Research and Development (R&D), board tenure, board interlock, independent directors, ownership, board size, age diversity and gender diversity.

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Mohd, Saat Nur Ashikin. „Influence of board of directors' and board's subcommittees atrributes on performance : an empirical evaluation of companies listed in KLSE“. Thesis, Cardiff University, 2008. http://orca.cf.ac.uk/55735/.

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The purpose of this thesis was to examine the impact of the adoption of the Malaysian Code of Corporate Governance 2001 and Kuala Lumpur Stock Exchange (presently known as Malaysia Bourse) Listing Rulings 2001 by 221 listed Main and Second Board firms of the Bourse on their firm performance. To fulfil this objective, the study hypothesised the relationship between the firms' board of directors' and its sub-committees' (i.e. audit committee, nomination committee and remuneration committee) composition, structure and competency on firm performance. The study findings indicated that the presence of an independent director with corporate governance experience (i.e. a senior independent director) on the board of directors and its subcommittees had a positive impact on firm performance. Specifically, when domineering executive directors and family-member director(s) were present on the board and its subcommittees, the appointment of senior independent director safeguarded and strengthened the quality of independence, credibility, and influence of independent directors' views and decisions. Moreover, the board of directors that was led by an independent director, non-executive director or founder, and that had a separate chairman and CEO position established appropriate control and monitoring of authorization of power on the organisational process and board members conducts. Further, the presence of a high proportion of independent directors on the board and its sub committees was important to monitor family-member director and CEO, CFO and/or managing director influence on the board's and its sub-committees decisions. The study also found, the appointment of an independent financial expert, namely someone with practising accountant experience on the audit committee to be crucial given that some companies had the tendency to appoint the CEO, CFO, managing director and/or family-member director with a financial background to fulfil the position. In addition, directors with industry knowledge and experience were substantial in enhancing board entrepreneurship skills, strategic investment planning and improving the overall decision making process. The study further revealed that foreign directors and institutional investors that were active in monitoring of firm activities vital for shareholder value creation. The findings of the thesis make several important contributions to the corporate governance literature in identifying the impact of family-member directors' membership of audit, nomination and remuneration committees on such committees' effectiveness. Further, the empirical evidence gathered will assist the policy-makers in evaluating and improving current corporate governance ruling for better protection of investors' interests and greater commitment of corporations to practise responsible corporate governance conduct.

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Stiles, Philip. „The roles and responsibilities of boards of directors in large UK companies“. Thesis, University of London, 1998. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.364786.

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Wallgren, Frida-Maria, und Philip Andersson. „Board Gender Diversity and Firm Financial Performance : A Study of 100 Companies Listed on Nasdaq Stockholm“. Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2018. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-39464.

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Background: This thesis was written in context of the debate concerning gender equality and female representation on company boards. Gender quota legislation have been implemented by various countries on a national level, and a similar regulation was proposed by the European Commission. Legislation regarding board gender diversity have given rise to the discussion on the actual effects of female director’s on board effectiveness and firm financial performance. Purpose: The aim of the study is to evaluate the relationship between gender diversity on boards and firm financial results. A sample of 100 Swedish companies listed on Nasdaq Stockholm for the time period 2013-2016 is analysed. Method: The study had a quantitative approach and used a panel data methodology. The data analysis was conducted using Ordinary Least Square Regression. Board gender diversity was measured by four variables including the diversity measurements Blau and Shannon indices, and Tobin’s Q was deployed as the market-based measurement of financial performance. Conclusion: The results of the data analysis indicate that the presence of one or more women has a positive effect on financial performance, which contradicts previous findings. Also, it is found that higher gender diversity on boards influenced firm performance positively, which conformed to the majority of the previous findings.

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SILVA, CÉSAR LAGE DA. „IDENTIFICATION OF COMPETENCIES REQUIRED BY BOARDS OF DIRECTORS OF BRAZILIAN FAMILY-OWNED COMPANIES“. PONTIFÍCIA UNIVERSIDADE CATÓLICA DO RIO DE JANEIRO, 2016. http://www.maxwell.vrac.puc-rio.br/Busca_etds.php?strSecao=resultado&nrSeq=32413@1.

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Na busca de maior competitividade, as organizações tem buscado cada vez mais se tornarem mais eficientes e como resultado desse processo tem adotado de forma crescente melhores práticas de Governança Corporativa. Dentre estas práticas destaca-se a adoção do Conselho de Administração. Para tanto, a escolha adequada dos conselheiros de administração é fundamental para o sucesso organizacional. Esse é o objetivo dessa dissertação: identificar as competências necessárias aos conselheiros de administração de empresas brasileiras, com foco nas organizações de controle familiar. Para atingir este objetivo foi realizada uma pesquisa qualitativa, analítica e descritiva com entrevistas em profundidade realizadas com um grupo de conselheiros selecionados por experiência nesse tipo de empresa e acessibilidade. Um grupo de gerentes também foi entrevistado de modo a apurar semelhanças e diferenças de competências essenciais entre conselheiros e gerentes. Como referencial analítico do trabalho foi utilizado o modelo de liderança de Quinn (2003) e o modelo de competências desenvolvido pelo Instituto Brasileiro de Governança Corporativa (IBGC) aplicados aos Conselhos de Administração. A conclusão deste estudo aponta a hierarquização das competências de maior e menor relevância segundo avaliação dos conselheiros. Concluímos que, compreender a cultura organizacional, ter visão estratégica e saber administrar conflitos são competências fundamentais para um conselheiro de uma empresa familiar. Por fim, as entrevistas chamaram atenção também para várias outras competências, entre as quais importância da compreensão da dinâmica e dos anseios dos membros controladores da família, o desenvolvimento de relações de confiança, credibilidade e respeito com os controladores, e a capacidade de persuasão com vistas a adoção de novas práticas.
In search of competitiveness, organizations have increasingly pursue to become more efficient and as a result of this process has increasingly the adoption of Corporate Governance s best practices. Among these practices is highlighted the adoption of the Board of Directors. Therefore, the appropriate choice of board members is critical to organizational success. This is the objective of this dissertation: identify the competencies required by board members of Brazilian companies, focusing on family-owned organizations. To achieve this goal a qualitative, analytical and descriptive research with in-depth interviews conducted with a group of board members selected by experience in this type of company and by accessibility was held. A group of managers was also interviewed in order to ascertain similarities and differences in core competencies of directors and managers. As analytical reference basis was used Quinn s leadership model (2003) and the competency model developed by the Brazilian Institute of Corporate Governance (IBGC) applicable to the Board of Directors. The conclusion of this study points to the hierarchy of competences in terms of greater and lesser relevance as assessed by board members. The conclusion shows that, understanding the organizational culture, own strategic vision and know-how in managing conflicts are core competencies for a board member of a family-owned company. Finally, the interviews also have highlighted a number of other competencies as, importance of understanding the dynamics and desires of the controlling-family members, the development of relationships of trust, credibility and respect with the group of control, and to own persuasion capacity with objective to adopting new practices.

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Droll, Steven E. „Resource Dependency Theory and the Inclusion of Foreign Nationals on the Board of Directors of Publicly Traded Chilean Companies: A Multi-case Study“. Digital Archive @ GSU, 2013. http://digitalarchive.gsu.edu/bus_admin_diss/21.

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European and US companies, who desire to expand from a domestic-oriented focus to a more international mind-set, must undergo significant organizational transformation. Whether the transformation results in the company becoming internationally oriented, a complete transnational organization or anywhere in-between, one of the key components in the transformation process is developing a strategy that is outwardly focused from its natural domestic markets. To develop and execute said strategy, the utilization of human capital resources might be required that the company itself may not possess. Literature review has supported the concept that when European or US companies incorporate foreign nationals on the Board of Directors (BOD), the development and execution of international expansion strategies will increase the probability of reaching their respective strategic objectives. However, literature research is silent as to whether the inclusion of foreign nationals on the BOD of South American companies would result in the comparable results as experienced by European and US companies. This research study will begin to explore if a broader set of theoretical concepts could be applied to publicly traded Chilean companies and through future studies to publicly traded South American domiciled companies. Through an engaged scholarship approach, Resource Dependency Theory will be utilized as the lens through which to present the theoretical and practical applications for the BOD of publicly traded Chilean-domiciled companies to consider when developing international expansion strategies outside of Chile.

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Salaris, Stefano. „Gender diversity in the boards of directors: an exploratory analysis of the Italian companies“. Doctoral thesis, Università degli Studi di Cagliari, 2020. http://hdl.handle.net/11584/285101.

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The introduction of gender quotas in many European countries has meant that the number of women has increased considerably; Italy, a country that introduced gender quotas in 2011, also saw a clear increase in the number of women on the boards, which has risen at 36.4%, now well above the European average of 26.7%. The purpose of this thesis is to measure perceived gender equality and diversity within the boards of directors. The companies analyzed are 228 Italian listed companies: Italy, in fact, has reached a point where the law that introduced gender quotas in its boards of directors (Law n.120/2011, known as “Golfo-Mosca Law”) has already spread its effects. The thesis is structured in three connected papers: in the first, an overview of the situation of women within the labor market of developed countries is analyzed, using various quantitative data (labor force participation rate, level of education, etc.). The study shows that despite the numerous efforts made by various countries, gender disparities continue to persist, particularly at the expense of women; in the second paper, using a stakeholder theory perspective, a qualitative-quantitative comparative analysis will be carried out; it will show the gender composition of the boards of directors of Italian listed companies and a sample of similar unlisted companies, from which it would seem to emerge that the former are more influenced by the issue of gender diversity, and that the latter present a more homogeneous composition of their administrative bodies, which less contemplates the concept of gender diversity. The results show significant differences between men and women, with particular reference to the number of directors, their age, level of education, positions, CEO duality and interlocking directorates. However, they also seem to show that these differences are attenuated when the compulsory quotas no longer exist: stakeholders’ expectations (in the first place the legislator and the actors who pushed for the introduction of gender quotas) have been respected in form, while in substance women still remain underrepresented in the top positions in both groups analyzed, despite the efforts of the legislator. It would therefore appear (at least momentarily) a more formal than substantial effectiveness of the Golfo-Mosca law; in the last paper is analyzed the issue of gender equality, taking into consideration the boards of directors of Italian listed companies. Despite the fact that the Golfo-Mosca law has introduced a mechanism useful to guarantee a fair representation of the two genders within them, in fact, it has been shown that the effective power of women and the positions they occupy in the top management are still marginal, demonstrating a more formal than substantial effect of the aforementioned law (Pastore e Tommaso, 2016; Solimene et al., 2017). In addition to the analysis of the hypothetical substantial effects of the Golfo-Mosca Law and the formal verification of the presence of gender quotas, it is also advisable to try to measure the level of perceived gender equality by the directors, in relation to the board of directors to which they belong. The paper verifies the presence of gender equality in the boards of Italian listed companies, verifying the possible gap in perceptions between men and women. Through an exploratory study based on quantitative data on perceived gender equality and diversity by the directors of listed companies, we assume there may be significant differences between men and women. Gender equality’s measurement was carried out by sending a structured questionnaire, prepared on the basis of two previous studies. From the results it has been possible to notice a different perception of equality and diversity on the part of the two genders, with women showing lower scores, but not too different from those of men, similar to the results obtained by the study of Tominc (2017) on managers of Slovenian companies.

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Droll, Steven Edward. „Resource Dependency Theory and the Inclusion of Foreign Nationals on the Board of Directors of Publicly Traded Chilean Companies| A Multi-case Study“. Thesis, Georgia State University, 2013. http://pqdtopen.proquest.com/#viewpdf?dispub=3561351.

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European and US companies, who desire to expand from a domestic-oriented focus to a more international mind-set, must undergo significant organizational transformation. Whether the transformation results in the company becoming internationally oriented, a complete transnational organization or anywhere in-between, one of the key components in the transformation process is developing a strategy that is outwardly focused from its natural domestic markets. To develop and execute said strategy, the utilization of human capital resources might be required that the company itself may not possess. Literature review has supported the concept that when European or US companies incorporate foreign nationals on the Board of Directors (BOD), the development and execution of international expansion strategies will increase the probability of reaching their respective strategic objectives. However, literature research is silent as to whether the inclusion of foreign nationals on the BOD of South American companies would result in the comparable results as experienced by European and US companies. This research study will begin to explore if a broader set of theoretical concepts could be applied to publicly traded Chilean companies and through future studies to publicly traded South American domiciled companies. Through an engaged scholarship approach, Resource Dependency Theory will be utilized as the lens through which to present the theoretical and practical applications for the BOD of publicly traded Chilean-domiciled companies to consider when developing international expansion strategies outside of Chile.

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Alamri, Khalid. „The board of directors in listed companies under the corporate governance system in Saudi law as compared to English law and global standards“. Thesis, Lancaster University, 2018. http://eprints.lancs.ac.uk/124942/.

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Saudi Arabia has a unique environment in terms of its political, economic, legal and judicial aspects which have some anomalous characteristics that create challenges for corporate governance. Further challenges are presented by the current structure of listed companies and by Saudi Arabia’s Vision for 2030.1 This environment significantly influences the role of the board of directors in listed companies and increases its role in safeguarding the interests of different shareholders and stakeholders. This thesis reviews the new legislation relating to corporate governance in Saudi Arabia in relation to the board of directors in listed companies and the extent to which such legislation affects its relationships with the main parties in the company. It defines the major features of the new Saudi Law of Companies, issued in 2015, and the new Corporate Governance Regulation, issued in 2017. The thesis deals with all of the relevant changes in the new law and regulations. It also clarifies the extent of the improvement in corporate governance resulting from the new legislation and those aspects related to the thesis that require further reform by suggesting more details, flexibility or enforcement to meet the standards of corporate governance. It uses a comparative study with both English law and global standards and assesses the compatibility of Saudi legislation with them in this respect in a manner that suits the particularities of the legal and economic environment in Saudi Arabia. The thesis explores the main theories and the most prominent models of corporate governance that affect the role of the board of directors. It discusses the composition of the board of directors, including the diversity of board membership, structure and models as well as the provisions for shadow directors. It also covers the relationship of the board of directors with the AGM, board meetings, company committees, company auditors, stakeholders and - in particular - employees.

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Svanidze, Teona. „Evaluating Introduction of the Business Judgment Rule in Sweden : A Comparative Study of Accountability of the Board of Directors in Sweden and Delaware“. Thesis, Uppsala universitet, Juridiska institutionen, 2020. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-417211.

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The Swedish corporate law scholars have long debated whether there is something similar to the American business judgment rule (BJR) in the Swedish Companies Act (SCA). Recently, the discourse shifted to claim that the BJR exists in Swedish case law and should be introduced in the SCA in the form of a statute. However, the Swedish corporate law scholars have not investigated in much detail whether the BJR should be introduced in the SCA. An eagerness to introduce the BJR might seem bewildering due to the corporate scandals at the beginning of this century and the global financial crisis of 2008–2009. These events left corporate law scholars and those in the business community with the pressing question of whether the board of directors is sufficiently accountable, and the BJR appears to do the very opposite. In view of the foregoing, this thesis examines whether the BJR should be introduced in the SCA. This examination enables a comparative analysis of the liability rules of the board of directors in Sweden and Delaware, which is the dominant source of state corporate law in the United States. This thesis also steps outside traditional legal sources and considers other disciplines such as moral and political philosophy, sociology, and the methodology of law and economics. This thesis finds that the BJR does not balance the values of the authority of the board of directors and the need to hold it accountable for its decisions and actions in an appropriate manner because it allows the value of authority to completely dominate. An appropriate balance between these values of authority and accountability requires that none of the values be so preeminent that any of them completely dominate. The BJR is made more critical because the Delaware courts apply it generously in favor of the board of directors and adopt an inveterate attitude in cases raising duty of care, thus, weakening the duty of care as a viable and meaningful accountability mechanism. Given these findings, this thesis concludes that the Swedish legislator should only consider introducing the BJR in the SCA if it is articulated in a different way. Alternatively, if it is given a dual function to protect both the authority of the board of directors and the need to hold it accountable for its decisions and actions. The justifications behind the BJR do not change the conclusion because they do not fully defend the existence of the BJR and the dominance of the value of authority. This thesis also considers the benefits of introducing the BJR in the SCA, but they also do not change the overall conclusion. Instead, the conclusion is strengthened by the fact that a no liability rule can emerge when the BJR is combined with other protective devices in the SCA in the same way as it does in Delaware if the BJR is not modified or given a dual function. The no liability rule appears to deter the threat of legal liability as an effective accountability mechanism, which cannot be defended by either social norms or market forces.

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Makola, Sandy. „The role of board of the directors in ensuring that the State-Owned Companies (SOCs) are sustainable in creating value to shareholders within the South African context“. Diss., University of Pretoria, 2017. http://hdl.handle.net/2263/64876.

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The research was undertaken to highlight the gaps which are systematic which most corporate governance fail to either adhere to or implement. The research will focus on the state-owned companies, these are the companies which were established to stimulate the economic growth with the country in order to be able to contribute to the shareholders and its primary stakeholders which is public through the creation of value that is sustainable. The accountability does articulate the expectations between the shareholder and board members and eventually to the management of the organisation. The other mechanism that articulates what needs to happen in order to maintain good governance within the organisation is the corporate governance principles, the principles gave rise to the independent board of directors as well as their responsibilities. The corporate governance does direct the organisation in terms of how they are to be managed, controlled and directed. A total of 12 interviews were conducted to establish the role played by the board of directors to create value to the shareholders. The board of directors of the state-owned companies who are reporting to the shareholder who is the cabinet minister in the national government were selected. The research methodology used to obtain the data was qualitative using inductive method.
Mini Dissertation (MBA)--University of Pretoria, 2017.
nk2018
Gordon Institute of Business Science (GIBS)
MBA
Unrestricted

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Saarinen, Jesper, und Knut Esaiasson. „En studie om för- och nackdelar med externa ledamöter i små och medelstora familjeföretags styrelser“. Thesis, Uppsala universitet, Företagsekonomiska institutionen, 2015. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-246733.

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Familjeägda företag har oftast en styrelse bestående av ägare och i vissa fall, någon eller några familjemedlemmar till ägaren. Detta kan bidra till att styrelsen inte når sin fulla potential. Ett flertal forskare inom verksamhetsstyrning och familjeföretag argumenterar för vikten av att tillsätta externa ledamöter till familjeföretags styrelser. Detta verkar dock inte vara helt oproblematiskt. Syftet med denna studie var att undersöka om det är motiverat för ett litet eller medelstort familjeföretag att tillsätta externa ledamöter i sin styrelse. Den empiriska datan har inhämtats dels från en kvantitativ datainsamling i form av en enkätundersökning, dels från en kvalitativ datainsamling i form av sex djupgående intervjuer med ägare av familjeföretag, interna och externa styrelseledamöter samt en person med mångårig erfarenhet av styrelsearbete. En slutsats från denna studie är att externa ledamöter kan innebära en kompetenshöjning som kan vara nyttig för många företag, dock är det viktigt för en ägare av ett familjeföretag att veta vad denne vill få ut av en extern ledamot. Vidare kan externa ledamöter bidra med en objektivitet och ett breddat nätverk vilket talar för att det skulle vara motiverat att tillsätta externa ledamöter i familjeföretag. Samtidigt har dock externa ledamöter en sämre insyn i företaget jämfört med interna ledamöter, och de är därför inte alltid kapabla att fatta de beslut som är mest gynnsamma för verksamheten.
The family-owned companies usually have a board consisting of owners and, in some cases, one or more family members of the owner. Because of this the board may not reach its full potential. A number of researchers in operations management and family business argues for the importance of adding external directors to the family business boards. This may however not be entirely unproblematic. The purpose of this study was to research whether it is relevant for a small or medium-sized family business to appoint outside directors on its board. The empirical data has been collected from a quantitative data collection in the form of a questionnaire, and from a qualitative data collection in the form of six in-depth interviews with owners of family businesses, internal and external board members and a person with many years of experience from board work. One conclusion from this study is that externally appointed directors can bring competence and experience to the board that may be useful for many companies. However, it is important for an owner of a family business to know what they want to get out of an external board member. Furthermore, external members contribute with objectivity and an expanded network, which suggests that it would be relevant to appoint external directors of the family business. However, external board members often have less insight into the company compared to internal board members, and therefore are not always better equipped to make the decisions that are most favorable to the business.

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Elander, Jacob. „Does Boardroom Gender Diversity Affect Firm Financial Performance? : A quantitative study surveying 32 Swedish companies over the years 2011-2014“. Thesis, Linnéuniversitetet, Institutionen för nationalekonomi och statistik (NS), 2018. http://urn.kb.se/resolve?urn=urn:nbn:se:lnu:diva-75058.

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The board of directors holds a key position in corporate governance. The board is responsible for the strategy and development of the firm. The gender composition of the board can affect the quality of this operating procedure by changing the dynamic of the group. This paper aims to investigate if there is any relationship between board gender diversity and the firm’s financial performance, as measured by Tobin’s Q. While most of the previous studies in this field has been conducted on US data, this study adds to a growing number of articles outside of the US by using Swedish data. The study uses panel data over the years 2011-2014 and finds no statistically significant link between gender diversity and a firm’s financial performance. This study adds to the minority of articles that argue that gender diversity does not affect performance. Limitations regarding the methodology is presented and strategies for future research is discussed.

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Balta, Maria Elisavet. „The impact of business environment and boards of directors on strategic decision-making : a case study of Greek listed companies“. Thesis, Brunel University, 2008. http://bura.brunel.ac.uk/handle/2438/3495.

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This thesis documents a study of the factors associated with Boards of Directors’ strategic decisions. The premise upon which such a research initiative is founded concerns the increased interest of academics and business practitioners in Board of Directors in the U.K and in U.S in part arising from recent financial scandals made in major public companies. Despite this increased attention to Board of Directors, it is acknowledged that Boards of Directors is one of the most under-researched management topics and its research is limited in scope and scale. An extensive review of the literature revealed that a useful contribution to knowledge could be derived from the investigation of the factors that influence Boards’ strategic decisions in quoted organisations. The research objectives is then to investigate the strategic decisions Boards of Directors and the organisation make by examining the environmental factors associated with the Board, the characteristics of the Board such as age, education, experience, composition, the Boards’ strategic choices in areas such as innovation, strategic decisions and to examine the influence the Boards have on performance. Despite the significant research interest in this topic, knowledge is still incomplete. This thesis makes a significant contribution to the strategic management literature by developing an integrative framework which examines strategic decisions from both content and process perspectives. The model developed, identifies the influence on strategic decisions, the environment, the characteristics of the Boards of Directors and its involvement has as influence on strategic decisions. The empirical study is carried out in a new cultural context; Greece and more specifically to listed firms on the Athens Stock Exchange. A theoretical model has been created and following a deductive approach, primary data through questionnaires was collected from 105 Greek listed organisations. Data was analysed according to their descriptive properties and underlying correlation structure. Several principal components were derived from these analyses which were used in hypothesis testing. Subsequently, a multiple regression and GLM analyses were conducted in order to examine the interrelationships between the factors associated with Boards’ strategic decisions. The research findings are discussed and considered in light of current knowledge in the area. A number of conclusions are made from the findings. Furthermore, implications for academics and business practitioners are drawn that indicate the relevance and applicability of this research to corporate governance practices. Limitations of the research and possible future research are set out. The thesis is organised into seven chapters which are entitled in the following order: literature review of Boards of Directors and development of theoretical framework; empirical approach and conceptualisation of the factors associated with boards’ strategic decisions; descriptive research findings; principal component analysis and construction of scale indices; multiple regression and GLM analyses; and, conclusions and implications of the study.

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Al-Ramahi, Fatima, und Ehsan Alkhatib. „Gender diversity and corporate sustainability disclosures in Swedish listed companies : A quantitative study examining female representation on boards and in the CEO role and their effects on corporate sustainability disclosures“. Thesis, Uppsala universitet, Företagsekonomiska institutionen, 2021. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-447593.

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This study investigates the relationship between female representation, women as chief executive officers, and corporate sustainability disclosures in Swedish listed companies. The used data was collected from the Swedish listed companies in Nasdaq Stockholm for the period 2017-2020. The specific research period is due to the new amendments of the Swedish Annual Accounts Act (Årsredovisningslagen) which came into force 2017. To investigate the effect female representation, and women as chief executive officers have on the legally issued corporate sustainability disclosures, this study applies content analysis and quantitative methods. By estimating multiple regression models, the results revealed a non-significant relationship of female representation on the board of directors and of women as chief executive officers, on the quality of corporate sustainability disclosures. For the critical mass of at least three women, a non-significant impact is detected. Lastly, an additional test for reversed causality has been conducted, however no significant relationship was documented.

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Eriksson, Alice, und Hjalmar Karlsson. „Jämställdhet i bolagsstyrelser – Framtidens vinnare? : En studie om faktorer som påverkar den genomsnittliga könsfördelningen i styrelser bland bolag på Stockholmsbörsen“. Thesis, Linköpings universitet, Företagsekonomi, 2019. http://urn.kb.se/resolve?urn=urn:nbn:se:liu:diva-158021.

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Problemformulering: Jämställdheten i bolagsstyrelser debatteras flitigt och företag jobbar aktivt med att öka andelen kvinnor. Inflödet av nya bolag och utflödet av bolag från Stockholmsbörsen påverkar andelen kvinnor i styrelserna totalt och denna effekt är inte tidigare analyserad. Outforskat är även hur fördelningen av oberoende och ägarberoende styrelseledamöter ser ut i de nylistade och avlistade bolagen. Vad dessa två parametrar har för effekter, vad jämställdhetsarbetet har för ursprung och vad som kan påverka könsfördelningen är aspekter som genom analys skulle kunna bidra med värdefulla insikter för det framtida arbetet för ökad jämställdhet i bolagsstyrelser. Syfte: Att studera in- och utflödet av bolag på Stockholmsbörsen för att se hur det påverkar det totala snittet när det gäller könsfördelningen i bolagsstyrelser. Genom intervjuer ämnar studien ge en djupare förståelse för frågans uppkomst samt att utifrån detta försöka ge relevanta rekommendationer gällande åtgärder och framtida forskning. Metod: I studien används både kvantitativ och kvalitativ metod för att uppfylla syftet. Detta innebär att både kvalitativ och kvantitativ metod har använts för datainsamlingen. Studien har en abduktiv ansats och tre olika designer för att nå en slutsats. Åtta semi-strukturerade intervjuer har genomförts för att komplettera den kvantitativa datainsamling som genomförts för nylistade och avlistade bolagen på Stockholmsbörsen. Slutsats: Både nylistade och avlistade bolag har en lägre andel kvinnor än de befintliga, vilket gör att effekterna i princip tar ut varandra. Andelen ägarberoende kvinnor i de nylistade bolagen är väldigt låg. Huvudägaren i ett bolag har stort inflytande på styrelsesammansättningen och att få kvinnor äger och grundar börsnoterade bolag förklarar delvis varför det ser ut som det gör.
Problem discussion: A question that is frequently discussed is the gender equality among board of directors in listed companies and how companies actively try to increase the average share of women. The newly listed and unlisted companies on Nasdaq’s Stockholm Exchange affects the total average share of women but the actual effect has never been analyzed before. The difference in gender allocation between independent and owner dependent board of directors in newly listed and unlisted companies are unexplored. The effect of these two categories of board of directors, the origin of the development in gender equality among the board of directors and what effects that can increase the gender equality are interesting to research. By analyzing these aspects, the study can contribute with valuable knowledge for the future development of more gender equal boards. Purpose: By researching the board of directors gender in the newly listed and unlisted companies on Nasdaq’s Stockholm Exchange the result can be compared to the gender of the existing board of directors. The study also analyzes the background to the average gender equality among the board of directors as well as potential recommendations to increase the average. Methodology: A mixed methods research has been used in order to fulfill the study’s purpose. This means that a mix of a quantative and a qualitative study has been used to collect data. The study has an abdutive approach as well as three different designs in order to accomplish the study’s purpose. Eight semi-structured interviews have been conducted to complement the data of the average gender equality among the board of directors gathered from the inflow and outflow of companies Nasdaq’s Stockholm Exchange. Conclusion: The study concludes that the newly listed and unlisted companies decrease the total average share of women on Nasdaq’s Stockholm Exchange, also the newly listed companies’ owner dependent directors is under represented among women. The majority share holders’ influence on the combination of board members is high and there are very few women who own and start listed companies which partly explains the underlying reason why the average gender equality is what it is today.

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Ehrlin, Mathias, und Elvira Estmyr. „Könsfördelningen i styrelser och dess samband med utdelningsnivån i börsnoterade företag : En kvantitativ studie utförd på svenska börsnoterade företag“. Thesis, Högskolan i Gävle, Företagsekonomi, 2017. http://urn.kb.se/resolve?urn=urn:nbn:se:hig:diva-26187.

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Titel: “Könsfördelningen i styrelser och dess samband med utdelningsnivån i börsnoterade företag, En kvantitativ studie utförd på svenska börsnoterade företag” Nivå: C-uppsats i företagsekonomi Författare: Mathias Ehrlin och Elvira Estmyr Handledare: Peter Lindberg Datum: 2017 - September Syfte: Syftet med denna studie är att undersöka om utdelningsnivån har något samband med andelen kvinnor i börsnoterade företags styrelser och om utdelningsnivån visar samband med andra faktorer däribland företagsspecifika- och styrelsespecifika variabler. Inom tidigare forskning är det flertalet företagsspecifika faktorer som visat sig ha ett samband med utdelningsnivån. Däremot finns det mindre forskning för styrelsespecifika faktorer varpå vår studies unika bidrag är att undersöka Sverige som är en av de länder med högst andel kvinnor i börsnoterade företags styrelser. Metod: Studien tillämpar kvantitativ metod med deduktiv ansats. Data från år 2014 samlas in i huvudsak via källorna Thomson Reuters Datastream/Eikon, Retriever databas och böckerna “Styrelser och revisorer, i Sveriges börsföretag”. Vid statistiska testerna och analysen delas datan upp. Dels utförs bivariat analys och regressionsanalys för samtliga företag och dels endast de företag som genomfört utdelning. Standard multipel regression tillämpas. Slutligen förkastar/bekräftar vi hypoteser utifrån de signifikanta resultat vi får. Resultat & slutsats: Studien visar ett positivt samband mellan lönsamhet och utdelningsnivå vid analys för samtliga företag. Detta resultat är väl i linje med tidigare forskning. Övriga variabler når inte signifikans vilket kan bero på populationens storlek och observationsperioden som denna studie behandlar. Inget samband kan bekräftas eller förkastas för andel kvinnor i styrelser och dess samband med utdelningsnivå, därmed kan inte syftet för studien besvaras.Förslag till fortsatt forskning: Studien leder till ökad nyfikenhet för fortsatt forskning på området och att då analysera fler variabler och i större skala. Exempelvis fler styrelsespecifika variabler kan undersökas såsom styrelsens storlek och kön på styrelseordförande för att se om ett samband existerar mellan dessa och utdelningsnivån. Intressant hade även varit att vidga studien till att undersöka samband som dessa faktorer har på utdelningspolicy och andra tänkbara aspekter.Uppsatsens Bidrag: Bidraget uppsatsen medför är främst ett bidrag till att framtida forskning bör vara av större skala då detta förhoppningsvis ger fler signifikanta resultat. Utöver detta bidrar studien med en förståelse för hur stor skillnad en förändring av lönsamheten gör på utdelningsnivån. Detta anser vi ger ökad förståelse för ämnet till framtida forskning men även för privata investerare och företag. Nyckelord: Utdelningsnivå, företag, andel kvinnor, styrelse, Sverige, börsnoterade företag, styrelsespecifika faktorer, företagsspecifika faktorer, styrelsens sammansättning.
Title: "Gender distribution in boards and it’s relation to dividend level in listed companies, A quantitative study conducted in Swedish publicly listed companies" Level: Final assignment for Bachelor Degree in Business Administration Authors: Mathias Ehrlin and Elvira Estmyr Supervisor: Peter Lindberg Date: 2017 - September Aim: The aim of this study is to investigate if there’s a relation between the level of dividends and the proportion of women in listed companies’ boards and if the level of dividends is related to other factors including firm specific- and board specific variables. In previous research, the majority of firm-specific factors have been found to be related to the dividend level. On the other hand, there is less research for board-specific factors, our unique contribution is to investigate Sweden, which is one of the countries with the highest level of gender distribution in the boards of listed companies. Method: The study applies quantitative method with deductive approach. Data from 2014 is collected mainly through the sources Thomson Reuters Datastream/Eikon, Retriever database and the books "“Styrelser och revisorer, i Sveriges börsföretag”". At the statistical tests and analysis, the data was split up. Bivariate analysis and regression analysis is carried out on all companies in our study and also these tests are executed on only those companies that have made a dividend payout for the period. Standard multiple regression is applied. Finally, we reject or confirm hypotheses based on the significant results we receive. Result & Conclusions: The study shows a positive correlation between profitability and dividend level when analyzing all companies in our study. This result is well in line with previous research. Other variables do not reach significance, which may depend on the size of the population and the observation period that this study takes into account. No relationship can be confirmed or rejected for the proportion of women in boards and the dividend level. The aim of this study is therefore left unanswered.Suggestions for future research: The study leads to increased curiosity for continued research in the field and to analyze more variables and on a larger scale. For example, more board-specific variables can be investigated such as the size and gender of the Board of Directors to see if there is a relationship between these and the dividend level. It would also be interesting to have broadened the study to investigate the impact these factors have on dividend policy and other possible aspects. Contribution of the thesis: The contribution the thesis entails primarily is that it provides more intel to the fact that future research should be of a larger scale, as this would then hopefully give more significant results. In addition, the study provides an understanding of how a change in profitability impacts the dividend level. In our opinion, we provide greater understanding of the subject for future research but also for private investors and companies. Keywords: Dividend, Dividend level, Company, Proportion of Women, Board, Board of directors, Sweden, Listed companies, Board-specific factors, Firm-specific factors, Board composition.

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Sampaio, Joelson Oliveira. „Evolution of corporate governance of privately controlled Brazilian companies“. reponame:Repositório Institucional do FGV, 2010. http://hdl.handle.net/10438/8119.

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Mercados financeiros e finanças corporativas
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In this dissertation we provide an overview of the evolution of corporate governance practices in Brazil over time based primarily in Brazilian private firms which responded to the 2005 and 2007 Brazil Corporate Governance (CG) Survey. This study address issues related to the number of independent directors and non-independent, board structure and control of companies, audit committees and fiscal board. Shareholder rights, shareholder agreements, mechanisms for transparency, and transactions with conflict of interest will also be discussed in this work. We found that the evolution of corporate governance practices has been more significant in some areas. However, others are still less adopted by Brazilian companies. Board independence is an area relatively weak: only 13% of companies in 2007, versus 11% in 2005 have 50% or more of independent directors. The number of the companies that provide takeout rights to minority shareholders on a sale of control beyond the minimum required by Brazilian law has increased. There is an increase in formality of board processes, like system to evaluate CEO, CEO succession plan, system to evaluate other officers and materials before meeting. Moreover, financial disclosure has improved considerably during this period.
Nesta dissertação, nós fornecemos um panorama da evolução das práticas de governança corporativa no Brasil ao longo do tempo com base preliminarmente em empresas privadas brasileiras que responderam o Survey de Governança Corporativa no Brasil realizado em 2005 e 2007. Este estudo aborda questões relacionadas com o número de conselheiros independentes e não independentes, conselho de administração, controle das companhias, comitês de auditoria e conselho fiscal. Direitos dos acionistas, acordos de acionistas, mecanismos de transparência e de transações com conflito de interesse, também serão discutidos neste trabalho. Constatamos que a evolução das práticas de governança corporativa tem sido mais significativa em algumas áreas. Todavia, outros ainda são menos adotados pelas empresas brasileiras. Independência do conselho é uma área relativamente fraca: apenas 13% das empresas em 2007, contra 11% em 2005 tem 50% ou mais conselheiros independentes. O número de empresas que fornece direitos de proteção aos acionistas minoritários em uma venda do controle, além do mínimo exigido pela lei brasileira, aumentou. Há um aumento da formalidade dos processos do conselho, como sistema de avaliação de CEO, plano de sucessão de CEO, sistema para avaliar outros diretores e o envio de materiais antes da reunião. Além disso, divulgações de informações financeiras melhoram consideravelmente durante este período.

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Osemeke, Louis. „The effects of different institutional investors and board of director characteristics on corporate social responsibility of public listed companies : the case of Nigeria“. Thesis, University of Greenwich, 2012. http://gala.gre.ac.uk/9405/.

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This thesis investigates the effects of institutional investors and board of director (BOD) characteristics on Corporate Social Responsibility (CSR) of Public Listed Companies (PLCs) in Nigeria. This study is motivated by the lack of empirical studies in Nigeria concerning the role of different institutional investors and BOD on CSR. More specifically, this study uses multi-method approaches: firstly, the case study method involving in-depth interviews, documentary data followed by postal survey. Secondly, the Pooled Ordinary Least Square, random effect and fixed effect estimators were used to estimate the balanced panel of 174 PLCs from 2003 to 2009. The study finds no significant relationship between different types of institutional investors and CSR. Also, while the Non-Executive Directors (NEDs) and board size show a positive relationship with CSR, the executive directors and board diversity show a negative and significant relationship with CSR. This thesis not only contributes to the understanding of how BOD characteristics and how the role of institutional investors’ affect CSR, but it also fills the gap in the methodologies employed in the corporate governance and CSR studies in Nigeria. This is useful for an emerging market economy like Nigeria in areas of policy making and for companies to improve on their CSR practices in host communities. In addition, the study reveals the absence of the role of institutional investors and BOD characteristics in strengthening the corporate governance mechanism in developing countries and the significance of filling the gap by supporting the formation of the ethical code of conduct and business standard for best practices. Secondly, the study reveals that CSR in developing countries are strategic in nature and linked to the corporate philosophies of companies. The implications of this study are that the interest of the managers should be aligned to the stakeholder interest; this is to ensure the long term survival of the company and to create a win-win situation between the company and community.

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Hansen, Casper Mose, und Clementina Chifuel Manasseh. „Breaking the glass ceiling : How to increase diversity in boards of directors in small and medium-sized enterprises in Denmark“. Thesis, Malmö universitet, Institutionen för Urbana Studier (US), 2021. http://urn.kb.se/resolve?urn=urn:nbn:se:mau:diva-44441.

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Breaking the glass ceiling of boards of directors has been a hot topic globally for over a decade without any significant results. With an increase in demand for sustainable companies, the current composition of most of the boards of directors is contradictory, where homogeneous boards of directors are more a rule than an exception. Contradicting the fact that diverse teams are proven to make better, long-termed, and more sustainable decisions. Small and medium-sized enterprises are often neglected in the debate to increase diversity in boards of directors, even though they hold most of all boards of directors’ positions. Investigating the small and medium-sized enterprises this paper aims to explore how to break the glass ceiling of the boards of directors in Denmark. Similar to Norway where quotas with boardrooms have been introduced in 2008, this study also wants to reexamine the general attitude towards hard legislation or find alternatives in form of other legislation in Denmark. Therefore, it is essential to understand the dynamics and habits of the boards of directors. This study has through semi-structured interviews investigated the culture of boards of directors to find the barriers of the boardrooms and how to break them down. A recruitment company has tried to offer a new way of recruiting for boards of directors through open positions. Here has the researchers conducted qualitative research to investigate their impact on gender and age in boards of directors, to see if the open positions can exhilarate the implementation of diversity in the board rooms. The results of the study show that there is a need to educate small and medium-sized enterprises on the benefits of diverse boards of directors. The boards of directors are primarily recruited through networks of its members, making it difficult to increase diversity. The reason for recruiting through networks is primarily due to a lack of understanding of both the function of boards of directors and a wish to keep the information of the company close to themselves. The overall attitude towards legislation is mixed with a small overweight against quotas. Mainly from an individual point of view is quotas are seen as an undesirable means for increasing diversity in boards of directors. The recruitment company has been proven cable of recruiting younger candidates. However, not significantly change the percentages of female representations where only a slight increase of women in some positions is seen.

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Abdelmoumen, Nedra. „Hiérarchie et séparation des pouvoirs dans les sociétés anonymes de type classique“. Thesis, Paris 1, 2013. http://www.theses.fr/2013PA010342/document.

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Aucun texte de loi n'affirme que la société anonyme est régie selon les principes de hiérarchie et de séparation des pouvoirs. C'est la jurisprudence de l'arrêt Motte qui fonde ces principes à l'image d'une démocratie politique. L'enjeu consiste donc à vérifier l'application de ces principes dans les sociétés anonymes de type classique. La présence du principe de séparation des pouvoirs semble associée à la présence du principe de hiérarchie. Pourtant, les rapports entre les deux principes sont traditionnellement tumultueux. Pour autant, il ne s'agit guère d'un simple constat. L'affirmation selon laquelle l'assemblée d'actionnaires occupe une position souveraine dans la hiérarchie ne résiste pas longtemps à l'analyse. L'apparente cohabitation 'paisible entre principe de hiérarchie et principe de séparation des pouvoirs s'érode devant les exigences du marché. Ce marché est un acteur externe à la société anonyme mais démontre intensément que les règles régissant l'organisation des pouvoirs dans la société anonyme reflètent imparfaitement les rapports entre ces principes. Les différentes figures de ces principes ont permis de constater la présence de forts déséquilibres très contraignants et paradoxaux, voire une distorsion entre la pratique de ces principes et ce qu'exige l'essence de leurs déterminants. Ces constats ne s'opposent pas à la possibilité de retrouver une cohérence et une harmonie générale au fonctionnement de la société anonyme. Toutefois, le développement des solutions alternatives ne devrait guère contester l'influence légitime du marché; bien au contraire, il convient d'affirmer le rôle économique de la société anonyme. Ainsi, l'un des objectifs premiers de cette thèse est de montrer que si les principes de hiérarchie et de séparation des pouvoirs sont des principes fondateurs du fonctionnement des sociétés anonymes; ils nécessitent néanmoins une refondation. Celle-ci consiste à déterminer les finalités des principes, la redéfinition des pouvoirs de l'organe souverain, ainsi qu'une rationalisation des pouvoirs de l'organe de gestion. Enfin, pour renouer le dialogue entre ces deux organes, il convient de relativiser leurs rapports, en intégrant les valeurs de collaboration et de conciliation dans la culture de la société anonyme
There is no legislation asserting that the limited company is governed according to the principles of hierarchy and separation of powers. It is the jurisprudence of the Motte ruling that establishes these principles modeled on a political democracy. The challenge is therefore to verity the application of these principles in classic limited companies. The presence of the principle of separation of powers seems to be associated with the presence of the principle of hierarchy. However, the relationship between the two principles is traditionally tumultuous. Nevertheless, it is hardly about a simple report. Indeed, the assertion according to which shareholders assembly occupies a sovereign position in the hierarchy does not resist for a long time to the analysis. The apparent peaceful coexistence between the principle of hierarchy and the principle of separation of powers is eroded when facing the market requirements. This market is an external actor to the limited company. However it intensely demonstrates that the rules governing the organization of power in the company imperfectly reflect the relationship between these principles. The different cases of these principles revealed the presence of strongly binding and paradoxical imbalances, even distortions, between the practice of these principles and what is required by the essence of their determinants. These findings are not opposed to the possibility of reaching consistency and harmony in the general operation of the limited company. However, the development of alternatives should not challenge the legitimate influence of the market. On the contrary, it is to enforce the economic role of the company. Thus, a primary objective of this thesis is to show that even though the principles of hierarchy and separation of powers are the founders of the companies operating principles, they nevertheless require a re-founding. The re-founding aims to determine the purpose of the principles, redefining the powers of the sovereign body, as well as streamlining the powers of the managing body. Finally, to resume the dialogue between the two bodies, their relationship should be relativized, incorporating the values of cooperation and conciliation in the culture of the company

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Nadalin, Guilherme Frazão. „A responsabilidade civil dos administradores de companhias abertas: artigo 159, § 6°, LSA e a Business Judgment Rule“. Universidade de São Paulo, 2015. http://www.teses.usp.br/teses/disponiveis/2/2132/tde-20052016-104823/.

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O estudo da responsabilidade civil dos administradores de companhias abertas na doutrina nacional trata usualmente dos deveres fiduciários, do ato regular de gestão e da teoria ultra vires, da culpa ou dolo do administrador, das ações ut universi e ut singuli e da solidariedade entre a responsabilidade do administrador e a da companhia. Poucos abordam as causas extintivas dessa responsabilidade, e raro são os que tratam da hipótese de exclusão de responsabilidade do artigo 159, § 6º, da Lei nº 6.404/76. Como a disciplina dos deveres fiduciários prevista na lei societária brasileira tem forte influência do Direito norte-americano, buscou-se na legislação, doutrina e jurisprudência daquele país os fundamentos necessários à melhor interpretação e aplicação da regra de exclusão e, em especial, na business judgment rule, doutrina que protege os administradores contra responsabilização por prejuízos à companhia decorrentes de decisões por eles adotadas, proteção esta também conferida pela hipótese do artigo 159, § 6º, da Lei nº 6.404/76, ao administrador leal e de boa-fé.
The study of corporate directors civil liability in national doctrine usually deals with fiduciaries duties, regular management act and the ultra vires theory, directors malpractice or deceit, ut universi and ut singuli actions and solidarity between directors and companies responsibility. Few address the extinctive causes of such liability, and rare are those who address the liability exclusion hypothesis of the Article 159, § 6º, of the Law n. 6.404/76. Whereas that the fiduciary duties discipline provided for in Brazilian corporate law has strong influence of American law, was sought in the legislation, doctrine and jurisprudence of that country the fundamentals for a better understanding and application of the exclusion rule and, particularly, in the business judgment rule, a doctrine that protects directors against liability for damages to the company arising from their acts, protection also afforded by the Article 159, § 6º, of the Law n. 6.404/76, to the loyal and good faith director.

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Gattaz, Luciana de Godoy Penteado. „A vinculação de membros do conselho de administração ao acordo de acionistas“. Pontifícia Universidade Católica de São Paulo, 2018. https://tede2.pucsp.br/handle/handle/20995.

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The purpose of this dissertation is to analyse all legal theories regarding shareholders’ agreement binding members of a board of directors, in order to identify which theory seems to be more appropriate from the legal point of view and from the perspective of the development of the market’s dynamic, as well as to verify the necessity to establish limits to such binding. By examining the concepts of corporate interest, shareholders’ agreement, the duties of administrators and controlling shareholder, from the analysis of legal doctrine and in particular from empirical studies and court precedents, there was an effort to ascertain, where corporate governance is concerned, which of the theories is more compatible with the duty to observe the corporate interest, assigned to the administrators and the controlling shareholder by law. After verifying all aspects required to the full understanding of all questions raised in this study, it emerged that the theory that should be adopted is the one favourable to a limited binding of directors to the shareholders’ agreement
A presente dissertação tem por objeto analisar as correntes doutrinárias que tratam da vinculação de membros do conselho de administração ao acordo de acionistas, a fim de identificar qual delas parece ser a mais adequada, tanto do ponto de vista legal, quanto do ponto de vista da evolução da dinâmica do próprio mercado, e de verificar a necessidade de limites para essa vinculação. Mediante o exame dos conceitos de interesse social e acordo de acionistas, bem como dos deveres dos administradores e do acionista controlador, buscou-se averiguar, a partir da doutrina e, principalmente, de estudos empíricos e de precedentes judiciais e administrativos, no âmbito da governança corporativa, qual das correntes doutrinárias sobre o tema é mais compatível com o que se deve entender pelo dever de observar o interesse social, atribuído por lei ao acionista controlador e aos administradores. Após verificados todos os elementos imprescindíveis à plena compreensão das questões levantadas neste estudo, concluiu-se pela adoção da teoria favorável a uma vinculação limitada do conselheiro ao acordo de acionistas

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Willey, Kim. „Beyond short-termism : effective regulatory and financial industry reform for sustainable long-term investment in publicly listed companies“. Thesis, University of Cambridge, 2019. https://www.repository.cam.ac.uk/handle/1810/289708.

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This thesis examines responses to the problem of stock market short-termism ('SMST'). SMST is defined as investors preferring short-term financial returns over potentially more profitable longer-term investment opportunities. Such short-termism may result in serious real-world consequences. Company executives appear to respond to short-term pressures in ways that jeopardize the long-term sustainability of listed companies negatively impacting investors and other stakeholders including employees, customers and the community at large. This thesis provides an original contribution to the academic literature via an in-depth examination of all significant regulatory and financial industry efforts meant to reform SMST in major capital markets after the global financial crisis of 2007-2009. I hypothesize that the extensive discussion of the SMST issue has generated substantial reforms. Based on an analysis of the implemented reforms, I reveal that the anticipated surge of SMST reform has not occurred. I then explore why the widespread SMST discussion has not resulted in greater reform efforts. This examination reveals the complex nature of the SMST problem and the evidentiary issues inherent in viably identifying and measuring the harms of SMST. However, I determine that there is probable cause for concern justifying SMST reform measures. Further, I conclude that SMST issues arise because investors are biased towards short-term returns when calculating risk. This bias is evident in share pricing, meaning that share prices are not a reliable indicator of fundamental corporate value. Based on this conclusion, an original dual pathway for SMST reform is proposed. This dual pathway indicates that SMST reform measures must either: (1) reduce the actual or perceived excessive discounting of future returns by investors (i.e. make share prices better reflective of long-term value); or (2) cut-off the transmission mechanisms of SMST into the listed company (i.e. sever the link between share prices and corporate decision-making). Assessing the reforms against this dual pathway reveals that few of the reforms are conceptually effective. Of the few reforms that are conceptually effective, most are relatively 'light' touch. A 'light' touch approach may not be problematic, however, as such measures are easier to implement than 'hard' law. In the case of regulatory reforms, a 'light' touch approach provides scope for flexibility to minimize the many potential harms associated with 'hard' law measures. Consequently, this thesis concludes that SMST reform is more likely to occur if reformers pursue a 'lighter' touch approach meant to reduce excessive discounting of future returns and 'nudge' capital markets away from their harmful short-termism focus.

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Bressan, Monica Sciascia Magalhães. „Estudo da relação entre os membros do conselho de administração com ligação com instituições bancárias sobre a estrutura de capital das companhias nacionais não financeiras de capital aberto“. Universidade Presbiteriana Mackenzie, 2013. http://tede.mackenzie.br/jspui/handle/tede/602.

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The objective of this paper is analyse the relationship between members of the board linked to banking institutions on the capital structure of non-financial brazilian companies. The nomination of a director related with commercial bank (financial interlocking) brings some advantages to the company related to its financial expertise or even facilitates the access to capital by reducing the cost of monitoring, but can create conflict of interests between shareholders and the director. Using accounting data and information about the characteristics of board members with banking relationship in the period from 2005 to 2008, this paper investigates, through analysis of panel data, the relation between the presence of the director related with banking institutions and the levels of capital structure. However, the results do not indicate a significant relation between the members of the board related with banks on the capital structure of these companies.
O objetivo deste trabalho é examinar a relação entre os membros do conselho de administração ligados a instituições bancárias sobre a estrutura de capital das companhias brasileiras não financeiras de capital aberto. A nomeação de um conselheiro ligado a banco comercial (financial interlocking), apesar de trazer algumas vantagens para a companhia relacionadas à sua expertise financeira ou mesmo a facilidade de acesso ao capital pela diminuição dos custos de monitoramento, pode gerar conflito entre os interesses dos acionistas e os desse conselheiro. Usando variáveis contábeis e relacionadas às características dos membros dos conselhos relacionados com instituições bancárias do período de 2005 a 2008, investigou-se através de análise de dados em painel a relação da presença de membros do conselho de administração com ligação com instituição bancária e os indicadores de endividamento da empresa. No entanto, os resultados obtidos não podem ser considerados significativos para validar a hipótese de existência de relação entre os membros do conselho de administração ligados a instituições bancárias sobre a estrutura de capital dessas companhias.

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Deacon, Nicola. „Board Member development: Board Member learning and attributes of experienced Board Members“. Click here to access this resource online, 2009. http://hdl.handle.net/10292/750.

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This research uses a grounded theory approach to explore the term ‘experienced Board Member’ with research into the learning experiences which bridge the gap between an inexperienced Board Member and an experienced Board Member. The purpose of this research is to identify repeatable/reportable patterns which could be utilised and developed to improve Board Member learning. Data is derived from interviews with nine (current and past) New Zealand Board Members. A common set of attributes of an experienced Board Member emerged from the study. The linking theme of the attributes is that they support the process of reaching a quality agreement or decision. The results of this study suggest that an experienced Board Member is perceived to be a Board Member who contributes to achieving a quality agreement and decision, using attributes associated with: • Contribution to Board processes • Understanding and Knowledge (governance and business acumen) • Internal Drivers • Making Hard Decisions. Formative Board Member learning is associated with developing self confidence, understanding what content is perceived to be (or not to be) relevant, understanding the Boardroom protocols and processes, and understanding the responsibility of the role. The primary mechanism in Board Member learning is observation. Board Member learning was most often the development of tacit understanding through observing events internal to the Board. Learning events for Board Members are likely to arise as part of the dismissal/departure of the CEO or from internal Board dissension. The results also indicate that current NZ Board Members are unlikely to have had any formal preparation for the Board Member role, and learning for the role is likely to be ad-hoc and vicarious. This research suggests that the successful development of experienced Board Members will require a fundamental change in the perception and practice of Board Member development within organisations and at Board level. A Capability and Maturity Model is presented as a framework for assessing an organisation’s capability and maturity in terms of the development of its Board Members. This study builds on corporate governance theory by identifying attributes considered indicative of an experienced Board Member. This study adds to Learning Organisation and Knowledge theories by providing examples and comment on the place of Communities of Practice, and knowledge development within the development of Board Member experience.

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Lahlou, Ismail. „Corporate board of directors : structure and efficiency“. Thesis, Rennes 1, 2014. http://www.theses.fr/2014REN1G022.

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Cette thèse a pour objectif principal d’apporter une contribution à la littérature concernant la structure et l’efficacité du conseil d’administration (CA). Elle s’articule autour de quatre chapitres. Le premier chapitre est une revue de la littérature, tandis que les trois autres portent sur des questions de recherche distinctes. La première étude présentée dans le deuxième chapitre de cette thèse a pour objectif d'étudier les déterminants de la taille du CA, de l'indépendance de ses membres et de la dualité des fonctions de direction et de présidence du CA. Les principaux apports de cette étude peuvent être résumés comme suit : tout d'abord, nos résultats sont fondés sur l'analyse d'un des plus grands échantillons utilisés dans ce domaine, avec à peu près 16000 observations (entreprises-années) pour près de 2300 entreprises américaines observées de 1997 à 2010. De plus, sur le plan méthodologique, une batterie de tests statistiques a été réalisée afin de vérifier la robustesse de nos résultats, notamment des tests tenant compte des biais d'hétérogénéité et de simultanéité. Enfin, cette étude est probablement la première à démontrer que le passage de la loi SOX a limité la capacité des dirigeants à influencer la composition du CA. La deuxième étude s’attache à analyser les deux principales fonctions du CA, qui sont le conseil au chef d'entreprise et le contrôle de ses activités. Ainsi, comprendre la capacité du CA à remplir ces fonctions est une question fondamentale que nous nous proposons d’approfondir. Cette étude vient enrichir la littérature émergente sur la fonction consultative du CA en fournissant de nouveaux éléments de preuves sur l'importance de cette fonction dans la création de valeur de l'entreprise. Ces résultats apportent également des éclairages sur le conflit potentiel existant entre les deux principales fonctions du CA. Enfin, cette étude s'inscrit dans le courant de pensée qui cherche à évaluer l'impact des caractéristiques des entreprises sur l'efficacité de leurs structures de gouvernance. Le principal objectif de la troisième étude présentée dans le dernier chapitre de cette thèse est de déterminer si la rémunération à base d’actions des administrateurs peut affecter les décisions futures en matière d'acquisition, et le cas échéant, comment. Les résultats de cette étude apportent un nouvel éclairage concernant la rémunération des administrateurs. Cette étude met en exergue l'importance des pratiques de rémunération incitative sous forme d’actions et d’options pour les membres du CA. Par ailleurs, bien que de nombreuses études aient été réalisées afin d'analyser la relation existante entre les mesures incitatives à destination des administrateurs et la performance de l'entreprise, notre étude est l'une des premières à explorer les mécanismes à travers lesquels ces mesures peuvent influencer la valeur de l'entreprise
This thesis aims at providing contributions to the existing literature on the structure and effectiveness of corporate boards. It comprises three essays that address distinct research questions. The first study examines the trends and determinants of corporate board structure using a panel data sample. This study extends the existing literature on the determinants of board structure in three important ways. First, our results are based on one of the largest samples used in this area, with almost 16,000 firm-year observations for nearly 2,300 firms observed from 1997 to 2010. Second, in terms of methodology, a set of statistical tests was performed in order to check the robustness of our findings, including tests that account for heterogeneity and simultaneity. Finally, this is probably the first study to show that the enactment of SOX has reduced the ability of CEOs in influencing board composition. Specifically, while SOX does not fundamentally alter the economic determinants of board structure, our results show that the documented negative impact of well performing CEOs on board independence in the pre-SOX era is no longer significant post-SOX. In the second study, the principal objective is to investigate the effects of advisory directors' presence on the board and monitoring intensity on the board's overall effectiveness in value creation. This study makes some significant contributions to the literature. First, it complements and extends the growing literature on the board's advisory function by providing strong new evidence on the importance of this board function in value creation. Second, it also provides some evidence on the potential conflict between the two primary functions of corporate boards. Finally, this study adds to the literature that attempts to assess the impact of firm and industry characteristics on the effectiveness of specific governance structures. The last study has as main objective to examine the relation between director compensation structure and shareholder interests in the context of acquisitions. This study contributes to the literature in several ways. First, we add to the recent but burgeoning literature that deals with the determinants of director compensation. Guided by theoretical work in this area, we show that director compensation is mainly consistent with firm's needs for monitoring and advising. Second, we extend the body of research that highlights the importance of equity-based compensation by providing evidence that the use of incentive-based compensation schemes to reward directors also matters. Finally, although many studies have examined the relation between directors' incentives and firm performance, this work is one of the first to examine the channels through which directors' equity-based pay affects shareholders' value

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Yusoff, Wan Fauziah Wan. „Characteristics of boards of directors and board effectiveness: a study of Malaysian public listed companies“. Thesis, 2010. https://vuir.vu.edu.au/15798/.

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Boards of directors are integral to modern corporations and, consequently, receive much attention from regulators, researchers and stakeholders. Although this domain is receiving increased scrutiny, most studies have been based on relating various dimensions of board structure and composition to firm financial performance. However, such studies have failed to draw an unambiguous conclusion about the impact of board structure and composition on firm performance. Considering the importance of board dynamics on the effectiveness of the board, this study examines the characteristics of members of boards of directors and determines the contribution that these characteristics make to the effectiveness of boards of directors in Malaysian Public Listed Companies (PLCs). Furthermore, there is limited study in this area from emerging-economy countries with relatively less developed capital markets. The underlying theme throughout this study is that characteristics of members of boards of directors are important components of board effectiveness.

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CHEN, TING-SYUAN, und 陳庭萱. „Self-Interested Board of Directors and Cost Stickiness in Loss Companies“. Thesis, 2016. http://ndltd.ncl.edu.tw/handle/va6krq.

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碩士
國立中正大學
會計與資訊科技研究所
105
With the global financial scandals broke out one after another, the explosion of financial crisis caused the issue of executive salary structure being reconsidered. Through those scandals, we could discovered that many companies existed the severe phenomenon of fat cat. The target of this paper is the relationship between loss companies with self-interested board of directors and cost stickiness is examined and tested the impact of total cost, cost of goods sold and SG&A costs individually. In the framework of loss companies with self-interested board of directors, the study shows the SG&A costs increase on average at a rate of 0.413% per 1% increase in sales but decrease only 0.223% per 1% decrease in sales. As indicated, the result of this research presents a fact that the loss companies with self-interested board of directors have more Sticky SG&A costs behavior. Moreover, the empirical results show that the loss companies with self-interested board of directors have no effect of sticky costs behavior whether the company name posted on the MOPS again. Whereas the loss companies with self-interested board of directors, whose net income turns to positive in next year; these companies have less cost stickiness than the other loss companies.

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Tsai, Hsin-Ju, und 蔡欣儒. „Self-Interested Board of Directors and Earnings Management in Loss Companies“. Thesis, 2013. http://ndltd.ncl.edu.tw/handle/85045911685527658924.

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碩士
國立中正大學
會計與資訊科技研究所
101
Under Taiwan legal regulations, when companies report loss for the year, company must disclose the compensation of Board of directors and supervisors. When the compensation of Board of directors and supervisors increased, the company will be listed on the Market Observation Posting System (MOPS) and cause investors and the media attention with this information. In this case, whether the directors and supervisors in loss companies will adopt earnings management to restore corporate image? So this study tries to examine whether self-interested board of directors in loss companies change their earnings management behaviors. The empirical results show that loss companies with self-interested board of directors prefer to use discretionary accruals and discretionary expenses to manage earnings, less likely manage earnings through over production activities. Loss companies with self-interested board of directors, whose net income turns to positive in next year; these companies prefer to manage earnings upwards via discretionary accruals. Companies which only to be posted once in MOPS, use more discretionary accruals to manage earnings than companies are posted in MOPS twice or more. Companies, which were posted twice or more, may not care whether the company name posted on the MOPS again. In addition, these companies may choose to re-enter the capital market through change their companies’ names.

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Rassool, Mohammed Naim. „Role of boards in strategic goal setting on South African Alt-X listed companies“. Diss., 2010. http://hdl.handle.net/2263/24437.

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The role of boards in strategic goal setting and, in particular, the level of board involvement in strategic goal setting has not been extensively researched, primarily because of the difficulty of gaining access to empirical data. Therefore, boards of directors of companies listed on the Alternative Exchange (AltX) of the Johannesburg Stock Exchange (JSE) were targeted for this research by means of a survey questionnaire administered via email. The aim of the research was firstly to understand the level of board involvement in strategic goal setting, secondly to establish the common strategic goals set by AltX companies and how often these goals are reviewed, thirdly to determine whether there is a relationship between independent variables such as organisational size, board size and number of non-executive directors and the level of board involvement, and finally to determine whether the level of board involvement varies between executive and non-executive directors. The research found that the level of board involvement was at mid-level being ‘sometimes involved’ while the board’s involvement is significantly lower in strategic goal formation processes. The most common goal was found to be EBITDA (earnings before interest, taxes, depreciation and amortisation) with Cost being the strategic goal most frequently reviewed. No statistically significant correlation was established between the independent variables and the level of board involvement in strategic goal setting. Finally, non-executive directors prefer to take on more of an ‘agency’ role by not becoming involved in ‘prescribing’ strategy.
Dissertation (MBA)--University of Pretoria, 2010.
Gordon Institute of Business Science (GIBS)
unrestricted

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Yu, Ming-huang, und 游銘煌. „The effect of the board directors training：Evidence from Taiwanese electronic listed companies“. Thesis, 2007. http://ndltd.ncl.edu.tw/handle/05320407575941803111.

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碩士
國立成功大學
高階管理碩士在職專班
95
The main purpose of this study is to explore the firm performance, the influences of juridical persons and accountant opinions by using the samples of 299 electronic listed companies, which have executed the related acts of the corporate governance of requiring “the setup proportion of independent directors”, “the board size”, and “the board directors further training”, in order to verify the truly value of the Taiwan authorities demanding the IPOs to “the setup proportion of independent directors”, “board size”, and “the board directors training”. The study results are as follow: First, “the setup proportion of independent directors”, “board size” and “the board directors training” has significant effects on the firm performance, but insignificant effects on the juridical persons and accountant opinions. Secondly, “the proportion of directors further training” has positive effect on “the setup proportion of independent director” for the firm performance, juridical persons, and accountant opinions, but only enhance the significant effect of “the setup proportion of independent director” on the firm performance.

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Lam, Henry G. „Board composition and financial performance of Hong Kong listed property companies“. Thesis, 2013. http://hdl.handle.net/1959.13/939766.

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Professional Doctorate - Doctor of Business Administration (DBA)
In the last decade, the global financial crisis, triggered by bankruptcy of poorly governed companies such as Enron, AIG, Lehman Brothers and Merrill Lynch led the U.S. and other nations including Hong Kong to introduce stricter corporate governance rules and regulations in order to protect the interests of stakeholders. Hong Kong Exchanges and Clearing (HKEX) Main Board Listing Rules Appendix 14, issues a number of changes to Code of corporate governance in January 2005, covering five major areas. The main area that attracts the most attention from people is the number of Independent Non-Executive Directors (INEDs) in the new Code of corporate governance practices (HKEX, 2005). This Code takes into consideration the latest development in corporate governance, and is benchmarked against the revised UK Combined Code. In Hong Kong, prior to 1st January 2005, the Code of corporate governance on board composition only requires a listed company to have at least two Independent Non-Executive Directors (INEDs). However, with effect from 1st January 2005, the new Code of corporate governance requires a balanced composition of INEDs and Non-INEDs so that there is a strong and effective leadership. As a result, the new Code requires listed companies to include at least three INEDs or one-third INEDs on the board. Furthermore, the roles of Chairman and CEO should be separate and should not be performed by the same individual (HKEX, 2005). One of the driving factors, which forces Hong Kong to adopt a new Code is that poor corporate governance weakens a company’s financial performance and causes financial difficulties and even fraud (OECD, 2004b). It is widely believed that good corporate governance adds value to a company. A good corporate governance practice is a necessary condition but not a pre-condition to better financial performance. Since board composition plays a vital role in corporate governance (Brennan, 2006), the aim of this study is to answer two major questions: Does board composition affect financial performance in Hong Kong listed companies? The general view is that corporate governance in Hong Kong is easy to comply with, just like another “box ticking” exercise to check compliance simply to meet the regulators’ requirement. This leads to the second question of the study: Does compliance with the Code of corporate governance on board composition improve financial performance of Hong Kong listed companies? These two questions are addressed by using a sample of Hong Kong listed property companies on the Main Board of the Hong Kong Stock Exchange. The study examines: (a) the correlation between board composition and financial performance in Hong Kong listed property companies; and (b) the correlation between compliance with the Code of corporate governance on board composition and financial performance in Hong Kong listed property companies. The board composition in this study includes four key elements: board size, percentage of INEDs on the board, CEO-duality and percentage of women on the board. The sample consists of 66 out of a total of 108 Hong Kong listed companies under the “Properties” industry classification on the Main Board of the Hong Kong Stock Exchange (SEHK) over the period 1999-2010 (approximately 792 firm years). The results of the study confirm that there is a positive association between board size and financial performance. There is a positive association between the percentage of INEDs on the board and financial performance. There is no association between CEO-duality and financial performance. There is no association between the percentage of women on the board and financial performance. And finally, there is no association between compliance with the Code of corporate governance on board composition and financial performance in Hong Kong listed property companies. In the Hong Kong context, there are a few studies on corporate board practices and corporate governance. However, there is a lack of empirical evidence on the relationship between corporate governance and performance of family-controlled companies in Hong Kong (Ho, 2003). A recent study finds more than 90 percent of the property companies listed on the Main Board of Hong Kong Stock Exchange is under family control (Jordan, 2008). This study extends the literature on board composition and financial performance by providing empirical evidence from Hong Kong listed property companies over the period 1999-2010.

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Wang, Yu-Jun, und 王諭駿. „The study on impact of Board of directors' attributes on the processes of Board from Taiwan listed companies“. Thesis, 2007. http://ndltd.ncl.edu.tw/handle/76001805386229168653.

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碩士
國立臺北大學
企業管理學系
95
Break out a series of enterprise corruptions one after another, as Enron, Worldcom, the investors confidence downs sharply. In domestic, make use of the funds of listed company and it’s own stocks to be pledged, relation the person trade, the benefit transport an etc. illegal matter, also causing the stock market maul heavily. In order to save investors confidence because of the stock price decline caused by finance scandal, enterprise corruption happened in countries, they start valuing at corporate governance issue, restructuring actively. According to the literature, the most research were discussed about the relationship of implement the system of corporate governance between company performance, and the function of board of directors between company performance. The scholar also points out on this relation research to exist "Great inferential leaps" apparently recently. Because of that, this research strated to explore the issue about board processes. Therefore, this research will through former literature, inquire into the influence that board of directors attribute and board of directors operate process. The findings may induce into the following three points: (1) The board of directors composes to communicates all has the influence with the decision-making process, so we should pay attention to the insider/outsider proportion of board of directors. (2) Member's age, the education level and the experience can influence the decision-making process, the board of directors member characteristic factor should not to be ignored. (3) The leader’s structure can affect board of directors's communication quality, namely has affect the accuracy, the instantaneity, the aptness and the integrity of information exchange.

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„Board structure and corporate performance: a comparision of agency theroy and stewardship theory“. 2001. http://library.cuhk.edu.hk/record=b5890628.

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Jie Jenny Tian.
Thesis submitted in 2000.
Thesis (M.Phil.)--Chinese University of Hong Kong, 2001.
Includes bibliographical references (leaves 121-137).
Abstracts in English and Chinese.
Acknowledgements --- p.i
Abstract --- p.iii
Chapter CHAPTER 1. --- INTRODUCTION --- p.1
Chapter CHAPTER 2. --- LITERATURE REVIEW --- p.3
Chapter 2.1 --- Agency Theory Approach to Corporate Governance --- p.4
Chapter 2.2 --- Stewardship Theory Approach to Corporate Governance --- p.10
Chapter 2.3 --- Research on Board of Directors: Prescriptions and Empirical Evidence --- p.13
Chapter 2.3.1 --- Board Composition Studies --- p.15
Chapter 2.3.2 --- Board Leadership Structure Studies --- p.21
Chapter 2.4 --- Chapter Summary --- p.24
Chapter CHAPTER 3. --- REFORM AND CORPORATE GOVERNANCE: A CHINESE CASE --- p.25
Chapter 3.1 --- China's Enterprise Reform: An Overview --- p.26
Chapter 3.2 --- State as Shareholder: The State Assets Management System --- p.30
Chapter 3.3 --- Asset Restructuring before IPO --- p.35
Chapter 3.4 --- Corporate Governance Research in China: Theories and Empirical Evidence --- p.43
Chapter 3.5 --- Chapter Summary --- p.46
Chapter CHAPTER 4. --- THEORIES AND HYPOTHESES --- p.47
Chapter 4.1 --- Theoretical Background and Research Questions --- p.47
Chapter 4.2 --- A New Approach to Understanding Board Composition in China --- p.51
Chapter 4.3 --- Board Composition and Firm Performance --- p.55
Chapter 4.3.1 --- Agency Theory Hypotheses --- p.57
Independent Directors and Firm Performance --- p.57
Affiliated Directors and Firm Performance --- p.59
Board Size and Firm Performance --- p.61
Chapter 4.3.2 --- Stewardship Theory Hypotheses --- p.62
Independent Directors and Firm Performance --- p.62
Affiliated Directors and Firm Performance --- p.65
Board Size and Firm Performance --- p.71
Chapter 4.4 --- Board Leadership Structure and Firm Performance --- p.72
Chapter 4.4.1 --- Agency Theory Hypothesis --- p.72
Chapter 4.4.2 --- Stewardship Theory Hypothesis --- p.74
Chapter 4.5 --- Chapter Summary --- p.77
Chapter CHAPTER 5. --- METHODOLOGY --- p.78
Chapter 5.1 --- Sample Selection --- p.78
Chapter 5.2 --- Variables and Measurement --- p.82
Chapter 5.2.1 --- Independent Variables (IVs) --- p.82
Board Composition --- p.82
Board Leadership Structure --- p.84
Chapter 5.2.2 --- Dependent Variables (DVs) --- p.84
Chapter 5.2.3 --- Control Variables --- p.86
Chapter CHAPTER 6. --- RESULTS --- p.94
Chapter 6.1 --- Results based on the Full Sample (N=203) --- p.94
Chapter 6.2 --- Results based on the Streamlined Sample (N = 197) --- p.101
Chapter CHAPTER 7. --- "DISCUSSION, LIMITATIONS AND CONCLUSION" --- p.107
Chapter 7.1 --- Discussion --- p.107
Chapter 7.2 --- Limitations --- p.116
Chapter 7.3 --- Conclusion and Future Research Direction --- p.118
References --- p.121

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Teng, Pi-Mei, und 鄧碧梅. „The Relationship between Self-Interested Board of Directors in Loss Companies and Accounting Conservatism“. Thesis, 2015. http://ndltd.ncl.edu.tw/handle/k82659.

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碩士
中原大學
會計研究所
103
This paper aims at discussing whether the accounting earning of fat-cat enterprise has conservatism principle and timeliness, using the listed companies and OTC companies as research subjects which have 7,767 samples from 2008 to 2013. The information sources of financial reports, stocks price and corporate governance come from Taiwan Economic Journal (TEJ) database. According to the model of earning timeliness asymmetry presented by Basu (1997), the research use the rate of return on stock to measure good news (positive rate of return on stock )and bad news (negative rate of return on stock ) in open market to test the accounting conservatism of the company. The result shows that the fat cat enterprises on the list have lower accounting conservatism. In other word, the companies with deficit after tax and the unusual compensation for directors and supervisors have lower accounting conservatism than other companies.

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Tsai, Mei-Shu, und 蔡美淑. „The Relationship of Self-Interested Board of Directors in Loss Companies and Earnings Persistence“. Thesis, 2015. http://ndltd.ncl.edu.tw/handle/84920281400071390490.

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碩士
中原大學
會計研究所
103
The samples that were used in this research were taken from TEJ (Taiwan Economic Journal) and MOPS (Market Observation Post System). The research objects were listed and OTC companies. The study observed the objects’ performance between year 2006 and 2012. The total number of research objects are 9,088. This research used the method of ordinary least squares to analyse the data. The model included relevant variables, such as enterprise scale, net worth to debts ratio, operating cash flow, net operating profit before tax, the rate of market value and net value, and the corporate governance (Chairman concurrently general manager, ratio of holding stock, and board seats), etc. The research was expected to draw a conclusion on whether the loss companies who raise the salary of their directors and supervisors have a relatively low earnings persistence. By analysing these data, the research result shows: when a company is defined as fat cat enterprises, it shows losses in profit and increases in salary of its directors and supervisors. Investors regard this company is un-well governed, which results in reducing credibility of this company’s financial statement, and then leads to reducing in earnings persistence.

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Wu-Hsin-Yi und 吳欣怡. „The Relationship of Self-Interested Board of Directors in Loss Companies and Earnings Response Coefficient“. Thesis, 2015. http://ndltd.ncl.edu.tw/handle/b5yta3.

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碩士
中原大學
會計研究所
103
The international financial crisis has caused not only financial crisis of many large enterprises but also indirectly affected declining capacity of the domestic enterprises result in negative impacts of exports causing the recession and the financial crisis. Based on listed and OTC companies’ relevant information of financial statements and corporate governance from 2006 to 2013 in Taiwan Economic Journal Database (TEJ) and Market Observation Post System of Taiwan Stock Exchange, the study explores the correlation between the loss of conflicting interest from companies’ board of directors and supervisors and Earnings Response Coefficient, and then adopts the least square method and OLS regression to analyze return of equity. Also internal supervision from the board of directors and supervisors can effectively reduce agency conflicts and the company will reduce the remuneration level of directors and supervisors to avoid the situation of invalid efficiency; external control effects and the remuneration of directors and supervisors will play a complementary role in corporate governance. If there is a reward increasing situation of directors and supervisors, the company will be listed as a fat cat company. This research expects the company listed as a fat cat will have a lower earnings response coefficient of future return rate of earnings.

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