Dissertations / Theses on the topic 'Non-executive directors'
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1
Lipman, Trevor. "The role of the independent non-executive director in Australia." Doctoral thesis, Australia : Macquarie University, 2008. http://hdl.handle.net/1959.14/28880.
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Thesis (DBA)--Macquarie University, Graduate School of Management, 2008.Bibliography: p. 275-289.
Company directors have been in existence for more than four hundred years. In the past, they were considered to be a necessary part of corporate existence, and were usually appointed to a board by the CEO or chairman. However, they were usually mates from the 'boys club' and gained their position from whom they knew, and not from what they were capable of contributing. The appointment of independent directors became more normal, as shareholders looked for a way to wrest control back from management. But what independent directors really do and why they are there is not widely understood. A review of the literature relative to independent directors has identified a gap in the knowledge. This gap is the role of the independent director when considered from a commercial aspect; that is, those who observe or write about independent directors. --This thesis has attempted to generate a theory of the role of the independent director through a review of the literature and a subsequent series of interviews. Grounded theory was the chosen methodology for analysing the data and formulating a theory of the role because it allows the researcher to ground the theory in the data instead of establishing a hypothesis and testing it. --The resulting theory is more complex than it first appears. It was found that the primary role of the independent director is to improve the performance of the board and the company. This role is impacted by a number of factors, the two most influential being the information that is available to the independent directors, and the position of the company. This second factor is defined as the size of the company, where it is in its life cycle, and whether it is experiencing any significant change. --These findings enable a number of recommendations to be made to improve policy and practice, recognising the impact of information and company position on the ability of independent directors to contribute positively. It also raises several areas of further study to continue to refine the understanding of the role of the independent nonexecutive director in Australia. These include, among others, investigating the role from other viewpoints such as the board chair or company secretary, or researching the link between company position and information available to independent directors.
Mode of access: World Wide Web.
xiii, 303 p. ill
2
Leon, Chung Monica. "Non-executive directors| environmental scanning in an enacted world." Thesis, Pepperdine University, 2016. http://pqdtopen.proquest.com/#viewpdf?dispub=10133151.
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Non-executive directors (NEDs) are external members of an organization’s board of directors. These directors’ most significant contribution arguably is found in the quality of their strategic insights, as they ostensibly bring a fresh perspective and set of experiences to acts of strategy and sense making. This study examined NEDs’ contribution to the environmental scanning phase of an organization’s strategic planning process. Data were gathered from a convenience sample of seven current NEDs. Findings indicated that the framing process used during the environmental scanning phase directly influenced how NEDs make sense of the environment. Additionally, NEDs were found to prefer an “objective” environment that is externally located. Finally, NEDs consciously appraise each other’s contribution to the overall discussion. Study findings were incorporated into a conceptual model. Future studies should use a larger sample of NEDs, including peers from the same boards and those from across multiple industries.
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Siladi, Biserka. "The role of non-executive directors in corporate governance an evaluation /." Swinburne Research Bank, 2006. http://hdl.handle.net/1959.3/25900.
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Thesis (MBus) - Faculty of Business and Enterprise, Swinburne University of Technology, 2006.This thesis is submitted in fulfillment of the requirements for the degree of Master of Business in the Faculty of Business and Enterprise, Swinburne University of Technology - 2006. Typescript. Includes bibliographical references (p. 113-125).
4
Omobolaji-Epoyun, Jennifer. "The role of non-executive directors in Nigerian listed companies." Thesis, University of Huddersfield, 2016. http://eprints.hud.ac.uk/id/eprint/30248/.
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The literature on corporate governance reveals an emphasis on board characteristics and firm performance. The role of the NED is examined under board roles. The concept NED effectiveness is considered as part of board effectiveness revealing a lack of clarity of what distinguishes NED roles from board roles. The literature suggests that a consideration of board roles and effectiveness ultimately covers the purpose of NEDs. The research examined the roles of NEDs in listed companies in Nigeria. The research method utilised in this study was the semi structured interview method. Forty directors and company secretaries were interviewed for the research. The findings of the research revolves around five constructs namely board effectiveness, convergence or divergence with corporate governance principles, NED effectiveness, NED roles and power. The NED requires power to perform their roles, as a result their effectiveness as individuals and a group is restricted to, the weight of influence they carry and exhibit in board room deliberations. The NED is thus hindered by challenges such as information asymmetry. The findings also reveal that, collaboration and team work is crucial for NED and board effectiveness. The different director functions may create hierarchy in the board room. However, a board climate which encourages organisational, rather than performance hierarchy may increase cohesiveness in the board room. The findings reveal that understanding and team work are crucial for successful completion of board tasks. This is because NED roles are not independent of board functions. The findings reveal that Nigerian NEDs in listed companies apply corporate governance best practices. The Nigerian listed companies have separated the roles of the CEO from that of the chairman. This suggests that listed company boards are most likely independent. However, Nigerian NED’s are faced with the challenge of not having adequate company information, through which they can perform their roles. Interestingly, majority of the participants in this research seemed to agree that information asymmetry was the greatest challenge faced by Nigerian NEDs. However, the EXEC participants did not agree with the idea that, Nigerian NED’s do not receive adequate information to perform their roles. As a result, the research indicates that NED’s play more of a supervisory and supportive role in the board room. Furthermore, it reveals that Nigerian listed companies may comply with local and international best practices. However, the notion of board room independence is not enshrined in listed companies in Nigeria. The research findings also indicate that, the Nigerian institutional environment restricts the practice of good corporate governance. Furthermore, the control and monitoring role of Nigerian NEDs has been restated by the EXECs and the corporate environment. The findings indicate that Nigerian listed boards use private and public company meetings to create a front and influence shareholders and stakeholders’ perceptions of directors and the company. Furthermore Nigerian directors use impression management strategies to influence the different actors in the company. There are rare occasions where, stakeholders control the impression management process and this leads a break in the frame and director accountability. The overall key finding of this research is that the findings five constructs are intertwined and are necessary ingredients for NED and board effectiveness.
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Gibbs, David. "Non-executive directors' self-interest : fiduciary duties and corporate governance." Thesis, University of East Anglia, 2014. https://ueaeprints.uea.ac.uk/49712/.
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The board of directors at a company usually comprises both executive and non-executive directors. Their role is to run and direct the company for its benefit since it is incapable of acting by itself. Where there is a separation of ownership and control it is recognised that there is a risk that those in control may use their power for self-interested means. Attention is often focused on the executive directors and how legal controls and governance mechanisms can reduce the possibility of self-interest in the performance of their functions. However, seldom are non-executives the focus of this problem yet they are playing an increasingly important role in the running and governance of the company. This thesis is an investigation in to whether the legal rules and governance mechanisms are suitable in reducing the possibility of self-interest amongst non-executive directors. The study uses multiple directorships as a proxy for non-executive self-interest to demonstrate whether the controls and incentives are suitable. It begins by examining the nature of a nonexecutive’s fiduciary liability to the company focusing on the nature and purpose of the duty to identify when and why the duty is owed. Identifying the nature and purpose of the duty will allow the thesis to demonstrate that existing authority and academic literature on the scope of a non-executive’s fiduciary duty is an unsuitable interpretation based on the company’s current objects and reanalyses it from the perspective of the non-executive’s undertaking on the board. Whilst the analysis concludes that this interpretation would offer a suitable scope in deterring self-interest the thesis continues by examining the enforcement of fiduciary duties by considering the new statutory derivative claim. This analysis reveals that enforcement is low and may reduce the deterrence the fiduciary duties themselves might have. With low levels of enforcement the thesis turns its attention to ex ante incentives, particularly corporate governance mechanisms, which can “nudge” the non-executive in to acting for the benefit of the firm. This analysis contains a review of the corporate governance theories and an empirical study to identify the ways non-executive self-interest may be reduced. The theoretical analysis considers the ways boards may be structured to reduce the potential for self-interested behaviour. Using multiple directorships as a proxy for self-interest the empirical analysis provides evidence as to whether they are in fact perquisite consumption and identifies possible means of control. It is considered herein that there are insufficient controls and incentives on non-executive behaviour, which may lead to increased self-interest to the detriment of the company.
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Lewchalermwongse, Niruncha. "The role of independent non-executive directors in Thailand : their own perception." Thesis, University of Aberdeen, 2010. http://digitool.abdn.ac.uk:80/webclient/DeliveryManager?pid=131547.
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This research offers the perceptions of independent non-executive directors (INEDs) in Thailand of their roles and the way they cope with constraints such as family-concentrated ownership structures and asymmetric information problems. There has been scant prior research in this area. The researcher applied qualitative research techniques to understand what was in the interviewees’ minds. The semi-structured interview was employed because it allowed some flexibility while also providing some guidelines. The fieldwork data reveals that interviewed INEDs were aware of a board’s control role which, in theory, can be realised by nominating and remunerating top management; however, in practice they had no authority to do so due to the family-concentrated ownership of Thai firms. Ensuring compliance with laws and regulations was the actual controlling activity which they undertook. Another role perceived was a service role concerned with giving advice and counsel to management. Although the interviewees rarely got involved with planning and directing, they contributed their expertise to the board. Their service function also helped them to better fulfil a control role because an INED’s service role builds his credibility in the eyes of management. This allows them to gain access to better information about a company – a critical input of a control role. Therefore, a good relationship between executives and non-executives is an essential factor for INED’s effectiveness. i A proportion of outside directors on the board and a director’s independent background were not considered guarantees of board independence. Only an INED’s independence of mind matters. Such independence can be exercised by resigning in order to send a signal to the market and protect minority shareholders. The competencies and personal characteristics of INEDs and their motivations are other elements contributing to their effectiveness.
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Siladi, Biserka, and n/a. "The role of non-executive directors in corporate governance : an evaluation." Swinburne University of Technology, 2006. http://adt.lib.swin.edu.au./public/adt-VSWT20060907.120343.
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Corporate governance has become an increasingly topical issue in recent years. This
has been fuelled by such corporate collapses as Enron, Worldcom, Parmalat, One.Tel
and HIH. The role and responsibility of the board and directors has emerged as an
important issue in examining the cause of these collapses. This has created much
debate on what the role of the directors is in 'directing', 'monitoring' or 'advising' a
company.
Research indicates that investors are prepared to a pay a premium for good
governance. This raises a number of questions. What is governance? How do we
determine what is good governance? What role do directors have in this? Does the
company's performance improve by adopting good governance practices?
There are numerous approaches to examining what makes a good board. Quantitative
techniques have included the use of such measurable concepts as the number of
executive and non-executive directors, directors' skill base (for example,
accountancy, marketing etc) and frequency of meetings attended. Researchers have
also attempted to measure board performance and effectiveness by using indicators
such as share values and shareholder returns.
There is a lack of qualitative research in board behaviour and effectiveness. This
exploratory study adopts a qualitative approach in order to provide richer data. It uses
interviews to evaluate directors' views on some aspects of corporate governance,
specifically in relation to the executive and non-executive director debate. The
interviews were conducted with 11 directors from a variety of organizations in the forprofit
and not-for-profit sectors.
Two major themes have emerged from the analysis of the interviews. Firstly, directors
are traditionally considered to be responsible for maximising shareholder wealth.
However, directors are now expected to broaden their responsibilities to include other
stakeholders and to consider social and environmental issues in making their
decisions. The findings indicate that it is now more demanding to be a director due to
increased workloads arising from the regulatory and legal requirements. This has also
impacted on director and board evaluations, multiple directorships and directors
remuneration levels.
The second major theme that emerged from this study is that directors' personal
experiences did not necessarily concur with governance principles and guidelines. For
example, the widely recommended method of achieving 'best practice' by having a
majority of non-executive directors on a board is considered too simplistic.
Further studies are required on the behavioural and personality traits, technical skills
of the directors, board structure, composition and type of organization which make the
best contribution to achieving boardroom effectiveness.
8
Daoud, Omar Fakhri Iskandar. "A model for the role and effectiveness of the non-executive directors." Thesis, University of Leicester, 2013. http://hdl.handle.net/2381/28634.
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The subject of this thesis is the role and the effectiveness of the role of non-executive directors. The main objective of the thesis is to create a legal model that applies to the nonexecutive directors and enhances their role, in order to achieve the corporate governance goals including controlling the management of the company, reducing agency costs and mitigating the problems arising from the separation of ownership and control. The thesis critically analyses the role of non-executive directors by using the different ‘hard law’ and ‘soft law’ sources applicable to the non-executive directors, and by referring to major corporate governance theories related, such as the separation of ownership and control, and the agency costs. The analysis found that the corporate governance reforms do not enhance the role and the effectiveness of the role of the non-executive directors, as the reforms focus on the structure of the board directors and the appointment of independent non-executive directors, but do not deal efficiently with the actual performance of the non-executive directors. The thesis proposes a legal model to apply to non-executive directors which ensures the quality of the actual work of the non-executive directors. The proposed legal model takes in consideration that modern corporate governance role of the non-executive directors and provides an enforcement method through a panel specialized in the cases regarding the non-executive directors.
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Wahlsten, Joakim, and Anish Hindocha. "Non-executive directors : a case study of four UK banks from 2005-2009." Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2011. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-15082.
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Ng, Johnny Sai Chun. "Independent non-executive directors in family-controlled listed companies in Hong Kong : a qualitative study." HKBU Institutional Repository, 2018. https://repository.hkbu.edu.hk/etd_oa/578.
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Following the growing emphasis on the monitoring role of independent directors in the board of directors in the stock exchanges of Western developed countries, companies listed on the Hong Kong Stock Exchange are required to appoint independent non-executive directors (INEDs) representing at least one-third of their boards under the Listing Rules. Unlike those Western developed capital markets where listed companies are widely held, most listed companies in Hong Kong are controlled and managed by families. This means realistically, INEDs of those family-controlled listed companies can only be appointed to the boards with the support from the controlling owners. Under such circumstances, the INEDs' ability to monitor the performance of the management of those companies independently is put in doubt. This thesis intends to conduct a qualitative study using phenomenological approach to explore and understand the role and effectiveness of INEDs in family-controlled listed companies in Hong Kong based on the INEDs' lived experiences. The study is the first of its kind in the Hong Kong corporate governance research arena, as research studies on corporate boards and directors have often adopted a quantitative approach, using only publicly available archival data without in-depth discussions with the subjects on their real experience and views on their jobs. Accordingly, issues related to directors in family-controlled listed companies that require in-depth discussions with these directors are impossible to be addressed by such research approach. Through semi-structured interviews with INEDs of companies listed in Hong Kong, this thesis has contributed to the existing knowledge and literature in the research on INEDs and corporate governance in family businesses and provide useful hints and ideas to practitioners, listed companies, investors, regulators and policy-makers.
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Jodwana, Thembinkosi Anthony Vincent. "Corporate governance for sustainable development : implications for non-executive directors and the management accounting function." Thesis, Nelson Mandela Metropolitan University, 2008. http://hdl.handle.net/10948/807.
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This paper will discuss the role that corporate governance can play in promoting sustainable development. Sustainable development is discussed in relation to three things: • Current development which does not result in the damage and destruction of the environment to the detriment of future inhabitants of this planet. This paper will discuss the role that corporate governance can play in promoting sustainable development. Sustainable development is discussed in relation to three things: • Current development which does not result in the damage and destruction of the environment to the detriment of future inhabitants of this planet.
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Burgess, Zena, and res cand@acu edu au. "Experiences and Influences of Women Directors." Australian Catholic University. School of Psychology, 2003. http://dlibrary.acu.edu.au/digitaltheses/public/adt-acuvp30.29082005.
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The present research provides the first analyses of Australian women directors from the perspective of social identity theory. The overall objective of the research program is to confirm the validity of social identity theory to the study of women on corporate boards and in doing so, add to the limited knowledge regarding successful women directors. An aim of the research was to identify factors that are significant in the social identity of women who are successful directors of corporate boards. These factors were revealed through a longitudinal study (over six years) of changes in the demographic characteristics of the women and their board positions. Factors were revealed through their perceptions of their effectiveness as an ostensibly minority (female) board member. Similarities in stereotyped attitudes to men and women board directors confirmed their status as an ingroup member. Through identification of significant factors in women’s success as board directors it is hoped to assist both individual women who are striving for success on corporate boards and organisations who wish to make more effective use of women on their boards. Five studies examined various aspects of women directors’ experiences and influences through three survey instruments that were used to collect data over a period of six years. A survey design allowed the gathering of detailed data on a variety of items thought to be relevant to women’s experiences of being directors and allowed the data collected to be oriented to a theoretical framework. Thus, a survey design was deemed superior to common alternatives of analysis of archival company annual report data or re-analysis of data collected by executive search companies for a study of corporate directors. A survey of 572 Australian women directors in 1995 identified many characteristics of women directors. A profile of a typical Australian women director was constructed and compared to international research on women directors covering a similar period (e.g., Burke, 1994b; Catalyst, 1993; Holton, Rabbets & Scrivener, 1993). An examination of differences between the characteristics of executive and nonexecutive women directors confirmed that the two director roles could be perceived as distinct groups. A further survey of the women six years later examined changes in their characteristics and board experiences. Of the 298 women who had agreed to follow-up research, 59 surveys were returned as no longer at the same address, 23 women indicated that they were no longer on a corporate board, and 32 were current corporate directors. Changes in the women’s profiles that the directors had attained through increased board memberships and more central board roles were interpreted as indicators of success. Based on research by Cejka and Eagly (1999), similarities and differences in stereotypical attitudes of men and women directors were examined in relation to social identity theory. Factors in nonexecutive women directors’ identification as board directors, their perceptions of their ability to contribute as board directors, and their behaviour as a board directors were assessed by measures from Karasawa (1991) and Westphal and Milton (2000). The present research program demonstrated the value of social identity theory as a vehicle for understanding Australian women director’s experiences on corporate boards. For the present research, social identity theory provided insights into how successful Australian women directors perceive themselves and other members of their ingroup of board directors. By contributing to a deeper understanding of successful women directors, it is hoped that a greater number of women will be able to successfully join ingroups of board directors, thereby breaking down the barriers to women.
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Lai, Brian Y. "Are Independent Directors Effective Corporate Monitors? - An Analysis of the Empirical Evidence in the USA and Canada." Thèse, Université d'Ottawa / University of Ottawa, 2014. http://hdl.handle.net/10393/31018.
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This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors’ monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors.
Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances.
Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation’s shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.
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Boxer, Rosemary Jane. "Differing perceptions of non-executive directors' roles in privately owned United Kingdom small and medium-sized enterprises." Thesis, University of Brighton, 2010. https://research.brighton.ac.uk/en/studentTheses/8141f27f-9835-414f-ba2a-2ff8b56cfb05.
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This thesis explores differences in the role of non-executive directors (NEDs) in small and medium-sized enterprises (SMEs): between the literature and SME practice and between the perceptions of SME NEDs and their managing directors (MDs). The explanation of these differences contributes to a richer understanding of the development of NED role trust in UK SMEs, identified as a gap in our understanding. Extending earlier research by Berry and Perren, the thesis makes a contribution to knowledge by developing a theory to explore and explain the temporal and contextual nature of the dyadic relationship between NEDs and MDs in SMEs.
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Gunetilleke, Halpege Walter. "Role of non-executive directors in corporate governance in the context of the codes on corporate governance." Thesis, University of Greenwich, 2009. http://gala.gre.ac.uk/6498/.
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This thesis investigates the role of the Non-Executive Directors (NEDs) of the listed companies in the Alternative Investment Market (AIM) in the UK. Literature review on general theoretical framework on corporate governance and on the role of NEDs shows that there is a paradoxical compliance, that is the implementation of the statutory and non-statutory codes on corporate governance to minimise the corporate governance problems such as exploitation of the assets of shareholders by the management, corporate collapses, accounting frauds and so on yet the same problems emerging again and again. Therefore, the re-examination of the role of NEDs was identified as the intellectual problem for this thesis. A review into the existing research methodologies and research methods led to understand the need to design a research methodology for replication in the same research context or another research context to ensure reliability and validity of the research methodology and methods selected. Two research methods were chosen to collect data that is content analysis and postal questionnaire survey. The main theoretical framework used in this research is the Role Theory. The goal of this research is to understand the role of the NEDs in the context of the implementation of the non-regulatory Codes on Corporate Governance. The aim is to design the research methodology only after making a review into the strengths and weaknesses of the existing research methodologies into the role of the NEDs. The objective is to execute the same with a view to identify a model on the role of NEDs useful for the corporate sector in Sri Lanka. Thesis argues the rational of explaining the role of the NEDs in several categories such as strategy, advice, monitoring and service in previous research. This research finds a multiple number of tasks of NEDs as well as diversity among the tasks. Further it argues that the role of NEDs is conditioned by the expectations of the stakeholders as well as with their own cognitive disposition. Thesis contributes to knowledge in number of ways namely: (1) role of NEDs in AIM companies, (2) a review of general theoretical framework on corporate governance in the context of the implementation of non-regulatory codes on corporate governance, (3) a review of corporate governance experience in Sri Lanka and (4) some methodological developments for the content analysis technique namely use of Chi square test statistics to prove the protection of two properties of content analysis that is mutual exhaustiveness and mutual exclusiveness. Subject to several limitations arising from the inherent weaknesses in sampling and data collection, thesis certainly makes a contribution to understand the role of the NEDs in the modern corporation as well as to design a model on the role of NEDs in Sri Lanka which is planning to implement a non-regulatory code on corporate governance.
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King, Roger. "Two essays on corporate finance : the impact of independent non-executive directors and the longevity of family control /." View abstract or full-text, 2006. http://library.ust.hk/cgi/db/thesis.pl?FINA%202006%20KING.
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Engelbrecht, Marianne. "The art of shapeshifting : facilitating strategic foresight to independent non-executive directors - a strategic approach to corporate governance in SA." Thesis, Stellenbosch : Stellenbosch University, 2012. http://hdl.handle.net/10019.1/20158.
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Thesis (PhD)--Stellenbosch University, 2012.Corporate governance has become an issue of global significance. The improvement of corporate governance practices is widely recognized as one of the essential elements in strengthening the foundation for the long-term performance of countries and corporations. This study suggests that companies wishing to remain profitable and sustainable in the future should take a strategic and anticipatory approach to corporate governance. Anticipatory corporate governance requires companies to change short-term orientated decision-making practices to long-term profitable and sustainable policies with insight, vision and strategic foresight. The best candidates to shape a strategic and anticipatory approach towards good corporate governance practices are those who are expected to implement it – the board of directors. Taking an anticipatory approach to governance means that the board must co-design the future of their company by making decisions based on informed trends, evidence-based quantitative analyses and the expert opinion, experience and insight by its directors. The independent non-executive director plays a vital role in this process, as he/she provide specialist skills and bring objective reflection, constructive criticism and external judgment on issues of strategy and standards of conduct and evaluation. Strategic foresight has the potential to assist and empower independent non-executive directors in taking an anticipatory and strategic approach to corporate governance as it provides them with the capability to understand, interpret and respond to current challenges, and to conceive and explore as yet unimagined approaches and solutions to these problems to ensure a profitable and sustainable. The study put forward an instructional intervention – The Art of Shapeshifting – aimed specifically at South African independent non-executive directors by providing them with the skills, knowledge and foresight that will eventually translate into increased personal development awareness of the need for sustainable development and good corporate governance. The basic premise of this intervention is that a change in corporate law and corporate governance recommendations needs to be matched by a change in human behaviour. A new mind-set is required by directors to anticipate and prepare for the future. The researcher proposes a process of “shapeshifting” that requires a futures orientation, with strong strategic foresight capability and capacity, founded on flexible and adaptable systems within an anticipatory governance framework. Thus, the main aim of the research is to design, develop and implement the shapeshifting framework as an instructional intervention in order to assist South African independent nonexecutives in taking an anticipatory approach to corporate governance using strategic foresight as core competence. It consequently evaluates whether participation in the intervention would lead to a change in the knowledge, altruism, attitude, values, socially responsible behaviour, skills, behaviour and empowerment of independent non-executive directors with regard to directorial duties and good corporate governance practice. This in turn would contribute to an increased awareness of sustainable development, and the need for futures-orientated anticipatory approach to corporate governance. The research results show that the shapeshifting intervention is seen to make an overall positive contribution to improved knowledge, altruism, attitude of independent non-executive directors with regard to sustainable development, their duties and responsibilities, and a more futures-orientated approach. The shapeshifting intervention also has an impact on changing attitudes and values towards sustainable development, corporate citizenship and corporate governance. The results also indicate that the shapeshifting intervention assists in the empowerment of independent nonexecutive directors through the use of strategic foresight to initiate and sustain good corporate governance in practice. Stellenbosch University http://scholar.sun.ac.za
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Gay, Keith. "An empirical study of the impact of the Cadbury nexus on the work of non-executive directors of FTSE 350 companies." Thesis, Henley Business School, 2001. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.341662.
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Majoni, Akios. "Mitigating secondary agency problems: examining the impact of share option compensation for non-executive directors on CEO pay incentives and earnings management." Doctoral thesis, Faculty of Commerce, 2019. https://hdl.handle.net/11427/31675.
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This thesis investigates the following objectives: first, it analyses trends in share option compensation for NEDs during the pre–King III period (before they were stopped). The idea is to determine whether the decision to stop them was triggered by a significant increase in their use. The trend analysis is extended to observe changes in the use of share options for NEDs over the full sample period. The intention of this sub–objective is to measure the extent of compliance to King III’s requirement to stop the use of share option compensation for NEDs. Second, the study exploits the natural experiment, presented by King III’s requirement to stop the use of share option compensation for NEDs, to investigate the impact of share option compensation for NEDs on monitoring executives. In addition, the study investigates how institutional and blockholder ownership affect the relationship between share option compensation for NEDs and monitoring (to see whether they are substitutes). Both institutional and blockholder owners consist of heterogeneous categories with different monitoring incentives; hence, a further analysis examines the moderating impact of these different categories of stakeholders. To measure the level of monitoring, the study focuses on two of the biggest agency problems in South Africa: design of CEO compensation and levels of earnings management. The study is based on a sample of 110 non–financial companies (55 in the treatment group and 55 in the control group) listed on the Johannesburg Stock Exchange (JSE), South Africa, over the period 2002–2016. The bulk of the data used was hand–collected from annual reports, the rest was sourced from financial databases such as Bloomberg, Iress and DataStream. The difference– in–difference regression analysis is the main methodology used but for comparison purposes, the study also applies the normal Ordinary Least Squares (OLS) regression and fixed effects model. To control for the endogeneity problem, the study is based on a natural experiment, which is dubbed the ‘gold standard’ for addressing endogeneity problems. Addressing the endogeneity problem is key to satisfactorily settling the debate on the effectiveness of equity–based compensation in mitigating secondary agency problems. The results of the trend analysis show that the growth in share option compensation for NEDs was not statistically significant during the pre–King III period. These results rule out the possibility that King III’s recommendation to stop the use of share option compensation for NEDs was driven by an explosion in their use. As expected, after the introduction of King III, the use of share options declined significantly – an indication that companies largely complied with the requirement to stop the use of share options as compensation for NEDs. However, not all companies are compliant; this is not surprising, as King III was based on the ‘apply or explain’ approach. Regarding the impact of share option compensation on monitoring, the results consistently show that removing share option compensation for NEDs does not weaken monitoring; it either improves monitoring, or it has no effect. Based on these findings, it is not worthwhile, for shareholders, to use share option compensation for NEDs. They come at a cost, they dilute the shareholding structure yet removing them does not weaken monitoring. Overall, the results support King III’s recommendation to stop the use of share option compensation for NEDs. The results also show that the presence of institutional and blockholder ownership does not improve monitoring after the removal of share option compensation. Hence, neither of these two stakeholders are a substitute monitoring mechanism for share option compensation for NEDs. This is inconsistent with the substitution-monitoring hypothesis. These findings persist, even after a sub–sample analysis of the two categories of institutional ownership (monitoring and non– monitoring institutional owners). A further analysis of different categories of blockholder ownership shows that family, pension and foreign blockholder are not a substitute monitoring mechanism for NEDs share option compensation. But the results for government blockholders contradict this; they are a substitute for share option compensation when analysing real–activities manipulation. However, for the rest of the settings they are not a substitute monitoring mechanism. This confirms the view that different blockholders have different incentives to monitor management, which affects organisational outcomes. The study makes the following contributions: (i) It contributes to the literature by addressing the endogeneity problem using a natural experiment. (ii) The study focuses on a unique institutional context, largely ignored by prior studies on this subject. (iii) The study contributes to the crafting of future corporate governance principles in South Africa and the rest of world, specifically on the design of incentive compensation for NEDs. (iv) By investigating the interaction effects of institutional/blockholder ownership and their different categories, the study provides evidence for the substitution-monitoring hypothesis in South Africa. (v) On the use of share option compensation for NEDs, this study contributes to the literature by showing its impact on mitigating agency problems specifically related to the design of CEO pay incentives.
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Prettirajh, Ryan. "The relationship between non-executive directors' remuneration and financial performance of companies listed under the financial sector of the Johannesburg stock exchange." Diss., University of Pretoria, 2017. http://hdl.handle.net/2263/59752.
Full textAbstract:
The role of the Non-Executive Director (NED) has been questioned after many corporate collapses globally. NEDs in line with corporate governance codes bring independence to the board which should enhance monitoring as well as experience and distinguished networks that should benefit firm performance. Literature identified that NED remuneration has not had in-depth research conducted about it and that there was a lack of research about corporate governance issues in a South African context. The study investigates the NED remuneration and its impact on company performance in the financial services sector in South Africa.
A quantitative study was performed on secondary data gathered over a ten year period (2006 - 2015) for NED remuneration and company performance measures. Company performance was measured by selected accounting metrics, ROA and ROE, and market metrics Tobin's Q and EVA. Correlation analysis was performed to determine if a relationship existed.
It was found that there is a positive relationship between NED remuneration and company performance measured by accounting metrics and that there was no relationship between NED remuneration and company performance measured by market metrics. This indicates that investors do not place value on NED remuneration and the impact it has on improving firm value.Mini Dissertation (MBA)--University of Pretoria, 2017.
zk2017
Gordon Institute of Business Science (GIBS)
MBA
Unrestricted
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Jonsdottir, Thoranna. "The impact of gender demography on male and female role interpretations and contributions : a qualitative study of non-executive directors of Icelandic boards." Thesis, Cranfield University, 2010. http://dspace.lib.cranfield.ac.uk/handle/1826/4580.
Full textAbstract:
This thesis, submitted for the Cranfield DBA programme, examines and explores the impact of gender demography on male and female director’s role interpretations and contributions. The study was inspired by the scarcity of females on corporate boards and a desire to seek an understanding of how women and men contribute to boards. The study brings together the literature on females on boards, and on board roles and processes, revealing that both bodies of literature could benefit from more in-depth understanding of board processes.
The thesis reports the results of two empirical studies based on in-depth interviews with male and female non-executive directors on Icelandic corporate boards. The first study of non-executives of male dominated boards supported many of the findings reported in earlier studies. Females were found to be active in critical questioning and pushing for better decision making. Males on the other hand stressed the importance of informal interactions. The study offered an understanding of the exclusion and low social and power status of females on male dominated boards. The second study, conducted two years later, on non-executives on both male dominated as well as gender integrated boards and an all female board, revealed in much more detail the nature of traditional board interactions and the benefits of a more balanced composition or even an all female composition. Males on gender integrated boards adopted the valuable role of questioning and holding management accountable, previously found to be mainly adopted by females. In addition, a shared understanding of roles and purpose between males and females was found to prevail on those boards. The gender integrated boards and the all female board possessed a much higher degree of openness, interaction and trust, resembling to a large extent the description of exemplary boards found in the literature, and the females on those boards were found to be quite confident. Finally, the findings question if the importance of informal relationships can be generalised, as those were found to have no relevance on gender integrated and all female boards.
The study adds to the growing body of literature on board roles and processes, and the female board literature, and has significant implications for practice. It reveals the shortcomings of male dominated boards and challenges them to fundamentally change the ways they act and perform. It demonstrates how female non-executive directors bring valuable contributions and that a better gender balance can positively affect the dynamics of the board.
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Tomás, Tânia Sofia Bento. "Os administradores não executivos das empresas cotadas na Euronext Lisbon : uma abordagem empírica." Master's thesis, Instituto Superior de Economia e Gestão, 2011. http://hdl.handle.net/10400.5/4329.
Full textAbstract:
Mestrado em Contabilidade, Fiscalidade e Finanças EmpresariaisSendo os escândalos financeiros e as falências empresariais uma realidade cada vez mais frequente na nossa sociedade, o papel desempenhado pelos administradores não executivos nos Conselhos de Administração das empresas torna-se ainda mais importante para a resolução desta problemática, uma vez que estes procuram o alinhamento de interesses entre os accionistas e os gestores. Pretende-se com este estudo identificar quais os factores que determinam o grau de representação dos administradores não executivos no Conselho de Administração das empresas cotadas na Euronext Lisbon e analisar o impacto que a sua presença tem na remuneração dos administradores e no desempenho da empresa. Para tal, recolheu-se um conjunto de dados sobre o funcionamento destas empresas num período de quatro anos. Os nossos resultados sugerem que a dualidade do CEO e a adesão ao PSI20 reduzem a percentagem de não executivos presente nos Conselhos de Administração enquanto a dimensão do Conselho tem um efeito positivo. Constatamos, ainda, que estes administradores não estão a cumprir o seu papel de controlo no que diz respeito à política remuneratória e ao desempenho da empresa.
Being the financial scandals and corporate bankruptcies an increasingly common reality in our society, the role played by non-executive directors on companies Boards is becoming more critical for the resolution of this problem, since they aim to align the interests between shareholders and managers. This study intends to identify which factors settle the representation degree of non¬executive directors on the Board of Directors of companies listed on Euronext Lisbon and analyze the impact of their presence has on directors compensation and in firm performance. In order to achieve this, we gathered a set of data about these companies functioning for a period of four years. Our results suggest that the CEO duality and adherence to PSI20 reduce the percentage of non-executives on the Boards while the size of the Board has a positive effect. Finally, we observe that these managers are not fulfilling its controlling role with regard to remuneration policy and firm performance.
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Seakamela, Palesa. "An investigation of the concept of independent director with specific reference to the King III Report and how companies listed on the Johannesburg Securities Exchange (JSE) apply the King III codes." Thesis, Stellenbosch : University of Stellenbosch, 2011. http://hdl.handle.net/10019.1/8514.
Full textAbstract:
Thesis (MBA)--University of Stellenbosch, 2011.This study investigates the independence of non-executive directors serving on the boards of the Top 40 companies listed on the JSE based on information collected from the companies‘ annual reports. It examines the definition of an independent non-executive director and analyses whether the directors of the Top 40 companies comply with the definition of the independent non-executive directors as set out in the King III Report. The third King Report on Governance for South Africa also known as King III Report was developed in response to the Companies Act of 2008 and the global financial crisis where the boards of directors were accused of not providing the required oversight in companies. Governments and regulatory bodies around the world were calling for the reform of laws and corporate governance codes to prevent occurrences such as the financial crisis and other corporate governance scandals. The new Companies Act mainly focuses on the duties and responsibilities of directors and their performance obligation. The King III report incorporated the amendments to the new Companies Act to ensure that companies are in line with best practice in corporate governance and that they comply with the law in terms of the Companies Act. The King code focuses on the role of non-executive directors with emphasis on the independence of directors because the role of directors is seen to be pivotal to good corporate governance. The findings of the study show that the majority of the companies analysed comply with the definition of an independent director as outlined in the King III Report. However, there is evidence that some companies are not yet compliant in terms of the disclosure of information concerning the tenure of directors as well as the number of directorships. The non-disclosure of information pertaining to the tenure and number of directorships held by some directors makes it difficult to assess whether the directors are fully compliant or not. There is also evidence that suggests that the majority of the boards do not assess directors‘ independence for those directors who have served on the board for more than nine years. Therefore, the majority of companies do not include a review of the independence of directors. Best practice stipulates that there be an assessment of the directors‘ independence when extending the directors‘ tenure beyond the given nine-year period. The study recommends that the King Report should be decisive on issues such as the number of directorships and that it should provide guidelines for the number of directorships that directors can hold. The study shows that some of the directors in the Top 40 companies listed on the JSE currently hold too many directorships and that there is a need for more clarity in this regard. 62 Pages. .
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Barratt, Ruth. "Role and contribution of the non-executive director : implications for corporate social responsibility in the boardroom." Thesis, Cranfield University, 2005. http://hdl.handle.net/1826/3315.
Full textAbstract:
This research examines the role and contribution of the Non Executive Director
(NED) within the corporate board. The literature identifies the NED as a boundary
spanner. Boundary spanners are believed to be essential to the fulfilment of the
firm's corporate responsibility mandate. The research specifically examines the
ability of the NED to influence corporate responsibility practices within the board,
whilst balancing the divergent expectations of different constituents. Previous
research examining the role of the NED has failed to take account of the context in
which the role is performed. Therefore an interpretive framework is developed, to
examine the individual subjective perceptions of the NED, from within the role.
Through a qualitative interpretation of 25 in-depth interviews, with individual
NEDs, the dynamic context of the boardroom emerged as a key moderator of the
their ability to make a contribution. The boundary spanning role prescribed for the
NED by some theorists emerged as problematic. The research suggests that despite
NEDs' personal expectation that they should represent a range of constituents,
within the boardroom their ability to fulfil this role is often limited by the presence
of groupthink. NEDs appear to set aside their personal beliefs in order to maintain
the status quo within the group. As a result of their unfulfilled role expectations
many NEDs appear to experience role conflict.
This research contributes to our understanding of the actual role of the NED within
the corporate board, and specifically the NED's ability to perform a boundary
spanning role. The research also informs business and society literature, by
examining how boards currently deal with issues of corporate responsibility. Finally,
the research contributes to both group and role theory, by developing current
understanding of how the complex dynamics of the group affect the individual's
ability to contribute.
25
Proctor, G. R. B. "'A panacea for all ills?' : the role of the non-executive director in the limited company." Thesis, Manchester Metropolitan University, 2005. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.420866.
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Long, Tracy. "The role of non-executive director : an empirical investigation into the differences between listed and unlisted UK boards." Thesis, Henley Business School, 2004. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.436565.
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Rasaratnam, Syamarlah. "Analysis of the stock market reaction to the "independent" non-executive director's appointment announcements : the UK evidence 1989-2006." Thesis, Queen's University Belfast, 2010. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.527947.
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Tweed, Joy. "Governing the English NHS : exploring the role and contribution of the Primary Care Trust Chair and Non-Executive Director." Thesis, Birkbeck (University of London), 2017. http://bbktheses.da.ulcc.ac.uk/313/.
Full textAbstract:
The area of research interest for this study was the governance role of non-executive directors (NEDs) and Chairs on NHS Primary Care Trust (PCT) boards across England. This interest arose from the experience of the author, herself a PCT NED, who was aware of some of the tensions of the role that resulted from a model of corporate governance and accountability imported from the private sector to the public sector. The NED role was more complex within PCTs as there were additional stakeholder expectations of providing public accountability. The changing policy landscape also saw NEDs responding to different Government priorities and developing the role in quite different ways to their counterparts in the private sector. Newman’s (2001) model of governance is a dynamic one that highlights the tensions caused by the Government’s use of different types of governance mechanisms, seeking to achieve sometimes-conflicting goals. In this thesis the model is developed to consider how these tensions led to a differentiation of roles in practice for NEDs. The empirical analysis is based on interviews with 52 PCT NEDs and Chairs across England between October 2011 and April 2012. The dominant emphasis for some respondents was the efficiency of the organisation, reflecting principles of new public management and providing accountability to the taxpaying public. Other respondents saw their accountability as being to the local community and patients, and their role to defend these interests. They saw themselves as having a role both within and outside of the organisation, oriented towards a decentralised model of governance and working collaboratively with other stakeholders to improve health outcomes. This study identified that the NED role as a defender of public interests provided a motivation to act, was a source of power and was one influence on the board as it tried to act within the tensions of operating as a local organisation, responsive to local need in addition to meeting nationally-determined targets. Previous studies found the NHS NED role to be marginalised, but this study found PCT NEDs and Chairs able to exercise power to achieve results in line with their interests, although their power was often constrained by the power of other actors, notably the Strategic Health Authorities acting on behalf of the Department of Health. Even though PCTs have been abolished, the corporate governance model of a board and NEDs remains in hospital trusts and other parts of the public sector to the present day. The tensions between national and local accountability remain. This thesis provides support for a differentiation of NED roles, recognising the limitations of the new public management approach and a model of corporate governance from the private sector. While those NEDs with business expertise may be able to contribute to organisational efficiency, there is also a need for NEDs with a public service interest and the skills to influence and work collaboratively with stakeholders to ensure health services best meet the needs of communities.
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Lowman, Helen A. "Building Renewed Relevance: Portraits of CEOs Rebranding Iconic Nonprofit Organizations." Antioch University / OhioLINK, 2020. http://rave.ohiolink.edu/etdc/view?acc_num=antioch1589710927600428.
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Van, Wyk M. F. "Service quality measurement for non-executive directors in public entities." Thesis, 2012. http://hdl.handle.net/10210/7545.
Full textAbstract:
D.Comm.In commercial corporations shareholders, at least in theory, evaluate the performance of the boards they have appointed. Such evaluation is mainly based on the financial performance of the entity. Public (state funded) entities have only the state as shareholder and the performance of their boards is not evaluated by the taxpayers who ultimately pay the directors' fees. The term "public entity" refers to 20 corporations with an annual turnover in excess of R 55 billion which are substantially tax-funded or are awarded a market monopoly in terms of legislation by parliament. Although these public entities are regularly criticised by the press, the academic literature reports neither an assessment of the quality of governance by their non-executive directors' nor any instrument to use in such an assessment. The aim of this study was to measure the expectations and perceptions of executives in public entities about their non-executive boards' corporate governance service. This began with a literature was analysis, firstly to define what "proper" corporate governance and secondly to find a recognised methodology to use in the development of an assessment instrument. It was found that two main corporate governance models were generally recognised, namely the United Kingdom model and the German model. The United Kingdom model advocates a single board comprising both executive and non-executive directors while the German model has a supervisory board of non-executive directors overseeing the activities of an executive management board. It was further found that, contrary to King's (1994) recommendation to use unitary boards, the 20 listed public entities all had supervisory boards as advocated in the German model. A procedure advocated by Churchill (1979:65-72), in his paradigm for developing measures of marketing constructs, proved to be very successful in the development in the United States of America of an instrument named SERVQUAL which was applied in the general service arena where a paying client evaluated a service. Churchill's method was therefore used in this study to develop an instrument called ECGSI to measure the quality of governance of listed public entities' non-executive boards. The opinions of executives attending board meetings, e.g. to make presentations, were used both to develop ECGSI and to measure the quality of the non-executive directors' service.
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Martin, Sarita. "An investigation into the training of non-executive directors of banks." Diss., 2007. http://hdl.handle.net/2263/23652.
Full textAbstract:
Following a number of high-profile bank failures in recent years, both locally and abroad, increasing emphasis is being placed worldwide on the accountability and responsibilities of boards of directors. The Registrar of Banks has publicly stated that there needs to be a focus on the training of non-executive directors in particular in order to enable them to fulfil their duties. In addition, although most banks have some form of director training programmes, no minimum standards for non-executive director training have been developed or measurement tools implemented.The purpose of the research was to investigate the training of non-executive directors of banks in South Africa so as to contribute to the contribute to the current debate and understanding of what interventions are necessary to respond to the call by the Registrar of Banks. A combination of qualitative and quantitative research methodologies was used to elicit a cross section of views and an approximation of the truth.The results indicate that while there is widespread acceptance of the need to address the issue of training of non-executive directors of banks, there are divergent views on how this should be done. In particular, further research needs to be conducted in order to develop standardised methodologies and assessment tools.Dissertation (MBA)--University of Pretoria, 2010.
Gordon Institute of Business Science (GIBS)
unrestricted
32
Pluim, Gary W. J. "Prospects for education for development in Canada: The role of small non-governmental organizations from the perspectives of their directors." 2009. http://link.library.utoronto.ca/eir/EIRdetail.cfm?Resources__ID=958023&T=F.
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Gonçalves, Fernando Manuel Sacramento. "Responsabilidade civil dos administradores não executivos: aspetos substantivos da gestão das sociedades anónimas." Master's thesis, 2016. http://hdl.handle.net/10071/12965.
Full textAbstract:
Em momentos de crise económico-financeira, a doutrina e a jurisprudência são
normalmente convocadas a refletir e a procurar novos caminhos no âmbito das sociedades
comerciais e, em particular, das sociedades anónimas.
Dessas reflexões costuma emergir a necessidade de reforço das funções e das
competências dos administradores não executivos.
Apesar de, no dia-a-dia, serem, por norma, meros "conselheiros dos administradores
executivos", os administradores não executivos são essenciais para o bom governo das
sociedades comerciais e encontram-se adstritos a diversos deveres legais gerais
(designadamente, dever de gestão, dever de cuidado, dever de vigilância, dever de provocar a
intervenção do conselho, dever de lealdade), deveres legais específicos e deveres específicos
não legais.
À semelhança do que acontece com os administradores executivos, também os
administradores não executivos, verificados determinados pressupostos (facto voluntário,
ilícito, culpa individual, dano, nexo de causalidade entre facto voluntário ilícito e dano),
podem incorrer em responsabilidade civil.In times of economic and financial crisis, doctrine and jurisprudence are commonly asked for studying and searching new paths within commercial partnerships, specifically within limited-liability companies. The reinforcement and empowerment of non-executive directors is emerging as a result of the above mentioned situation. Although non executive directors are usually known as "advisors of the executive board of management", their role is of vital importance to achieve a good governance as well as to enhance commercial partnerships. They also have several generic legal duties - “management", caution, surveillance, unlock boards actions, loyalty - and specific legal and non-legal duties. If certain prerequisites are verified while performing their duties such as voluntary or illicit action, individual responsibility, direct link between voluntary illicit action and damage, non-Executive directors would be subject to civil liability like the executive directors may be charged.
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César, Desidério Albano. "A mudança de paradigma no papel dos administradores não executivos das sociedades anónimas angolanas." Master's thesis, 2019. http://hdl.handle.net/10362/95290.
Full textAbstract:
The probability of existence of information asymmetry in the relation between
capital owners and managers of companies has led, throughout the time, to the
development of mechanisms to mitigate the so-called agency problem, with a
multiplicity of models, which considered the specificities of each reality. Since
the 20th century, in the Anglo-Saxon reality, the role of non-executive
administrators within the board of directors has been rethought, giving them an
internal approach to supervising and monitoring the activity of their executive
peers, in contrast to the previous function of advising the same management
and in the external lobby for companies' issues. This new conception has been
adopted in other contexts and legal realities. In the present work, we study the
insertion of these ideas in the Angolan legal system, as well the possibility of
this change result in excess of company control, considering the legal
framework of corporate governance in Angola.A probabilidade de existência de assimetria de informação nas relações entre proprietários e gestores das sociedades comerciais levou ao longo dos tempos ao desenvolvimento de mecanismos tendentes a atenuar o chamado problema de agência, com multiplicidade de modelos, que consideravam as especificidades próprias de cada realidade. Desde o século XX, na realidade anglo-saxónica passou-se a repensar o papel dos administradores não executivos dentro do conselho de administração, atribuindo-lhes uma abordagem interna de supervisão e fiscalização da actividade dos seus pares executivos, ao contrário da função anterior, voltada para aconselhamento e acompanhamento da mesma gestão e no lobby externo para as questões da sociedade. Esta nova concepção foi sendo adoptada noutros contextos e realidades jurídicas. No presente trabalho estudamos a inserção destas ideias no ordenamento jurídico angolano, bem como, a possibilidade dessa alteração redundar em excesso de fiscalização nas sociedades, considerado o quadro jurídico da governação corporativa em Angola.
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Barroso, José Miguel Azevedo. "Relação entre a performance das empresas e a diversidade de género nos quadros superiores." Master's thesis, 2018. http://hdl.handle.net/10400.14/26582.
Full textAbstract:
O objetivo deste trabalho final de mestrado consiste numa análise do impacto da diversidade de género nos quadros superiores das empresas na performance das mesmas. O trabalho pode ser dividido em três partes distintas mas interligadas entre si.
Na seção 2.2 analisa-se o impacto e principais argumentos, quer a favor quer contra, a necessidade de diversidade de género nos quadros superiores da empresa;
Na seção 2.3 e 2.4 olha-se para a realidade estatística, com uma pesquisa macro por geografias, por setores de atividade e indicadores bolsistas, com uma visão mais detalhada do caso Português;
Na seção 3 e 4 recorremos a uma análise econométrica com dados painel, do impacto da diversidade de género nos quadros superiores da empresa e performance, procurando-se encontrar um paralelismo com a primeira análise e por fim apresentando-se as conclusões sobre a realidade plasmada na segunda análise, pretendendo-se aferir se esta é justificável ou infundada. A análise econométrica foca-se nas empresas do PSI20 Português, com exceção dos bancos comerciais por constituírem empresas financeiras.
As principais conclusões do trabalho final de mestrado apontam para uma presença muito pouco significativa do género feminino nos quadros superiores e consequentemente do seu impacto na performance das empresas um pouco por tudo o mundo (e particularmente em Portugal), o que resultou num modelo econométrico pouco significativo.
Por um lado, conclui-se que o género feminino pode oferecer valor único aos quadros superiores das empresas. As suas limitações estão relacionadas com um passado histórico muito pouco representado no mercado de trabalho e nos quadros superiores.
Por outro lado, a intervenção do Estado e União Europeia através da imposição de quotas continua a ser uma certeza. Esta imposição pode vir a mudar de forma significativa o cenário de diversidade de género e consequentemente vir a permitir, no futuro, análises mais ricas do ponto de vista econométrico do impacto deste tipo de imposições.The initial objective of this thesis was to do an empirical and theoretical analysis over the impact of gender diversity in the board of directors and firm performance. In order to do that, this thesis is organized in three different sections: A first analysis (section 2.2), empirical and theoretical, of the impact and main arguments, positives and negatives, of gender diversity in the board of directors. A second analysis (Section 2.3 and 2.4) about the statistical reality, ordered by country, sector and index, in the most important and relevant firms in the World and, in particularly, in Portugal. A third analysis (Section 3 and 4), with an econometrical model and panel data, of the impact of gender diversity in the board of directors and firm performance. The main objective is to find a parallelism with the first analysis and the reasons that justify what is happening in the real world (second analysis). The econometrical analysis was made for the Portuguese PSI20, with the exception of commercial banks because they don´t have sales (very important for the estimation). One of the conclusions of this thesis is a very low percentage of gender diversity in the board of directors all over the word and in Portugal as well. The result of the econometrical model is inconclusive and insignificant. On the other hand, it was possible to conclude that women do offer a unique value to the board of directors and their main limitations are related with a low presence of their gender in the work environment since the beginning of times. Finally, the Union European and the governments are demanding a minimum of each gender in the board of directors which is something that, although not unanimous, might be very positive to the firms.
36
Collins, Patrick Michael. "Corporate governance : an audit committee perspective on monitoring costs." Thesis, 2011. http://hdl.handle.net/10500/18497.
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Cheng, Yen-Ling, and 鄭妍伶. "The Relationship between Non-Executive Director Compensation and Corporate Tax Avoidance." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/w735r2.
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碩士國立臺灣大學
會計學研究所
107
This study examines the relationship between non-executive directors’ equity-based incentive compensation and corporate tax avoidance. Prior literature focuses more on the overall effect of board characteristic on corporate tax planning; however, there is little evidence on the relationship between director compensation and corporate tax avoidance. Since many companies start to modify their director compensation structure and adopt more incentive compensation, and non-executive director plays an important monitoring role in corporate governance mechanism, it is important to understand whether equity-based awards provide non-executive director incentives to improve long-term performance through tax planning. To effectively measure tax planning behavior, this study uses adjusted 3-year cash and GAAP effective tax rate as the tax planning proxies. As for major proxy, this study uses the percentage of equity-based compensation to total compensation. Using a sample of S&P 1500 companies during 2006-2015, this research finds a positive association between non-executive director equity-based incentive compensation and corporate tax avoidance. Additionally, when the companies belong to defenders under their strategy, this positive association is even stronger. Overall, the result suggests that equity-based compensation can establish the link between director and shareholder interest, and give non-executive directors more incentives to monitor long-term tax planning. This research concludes that equity-based compensation provides non-executive director incentives to affect corporate tax planning by connecting their interest with financial performance, and contributes to related literature.