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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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Elms, Natalie E. "An exploratory study into director selection : who do directors want on their boards and how do they select them?" Thesis, Queensland University of Technology, 2014. https://eprints.qut.edu.au/72595/1/Natalie_Elms_Thesis.pdf.
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This exploratory study into director selection involved in-depth interviews with Australian non-executive directors to identify what directors consider as important criteria when selecting new members and the approach taken to identify and select candidates.
The findings indicate boards select new members based not only on their ability to contribute complementary skills and experience but also on a perceived compatibility with incumbent board members. While these two selection criteria are considered equal in importance, not all selection approaches are able to adequately assess both criteria. As a result many selections fail to realise their selection criteria.
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Hartmann, Michael C. "Continuing Education for Board Directors an Empirical Study of its Effects on Directors, Boards and Public Trust /". kostenfrei, 2008. http://www.biblio.unisg.ch/www/edis.nsf/wwwDisplayIdentifier/3506.
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Hedström, Anna, i Elin Albåge. "Winning the Board Game : Increasing the Strategic Involvement of Boards of Directors". Thesis, Uppsala universitet, Företagsekonomiska institutionen, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-302313.
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After the financial crisis and several corporate scandals, efforts to improve the quality of corporate governance have been made but extended regulatory actions can be seen as insufficient as issues still arise. According to several scholars and practitioners one way for boards to become more efficient is by increasing their involvement in strategy. However, there are discrepancies in what the boards are expected to do and what they are capable of doing. By researching what the barriers are for boards’ active involvement in strategy, the purpose of this paper is to fill, or at least partly explain, this empirical gap. Palepu (2012) has identified four potential barriers for boards’ strategic involvement; the role of the board, external pressures, access to information and boardroom dynamics. Based on Palepu’s framework 17 board members were interviewed with the aim to explore underlying issues and problems preventing strategic work in the boardroom. The results of this study show that the potential barriers for strategic involvement have two different effects on strategy. The role of the board, as well as the external pressure affect the amount of time spent on strategy in the boardroom. The boardroom dynamics and the access to information on the other hand have an impact on the quality of the strategic discussions. These four factors may then limit boards’ involvement in strategic questions if not handled correctly. Two main areas that have shown to be of utmost importance in improving the strategy engagement and the board work in full are increasing the level of engagement of the individual director and having more diversified boards in large. Diversification and higher levels of engagement are thereby two key factors which should be prioritized in order to ensure a sustainable development of corporate governance with more efficient boards actively involved in strategy.
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Bettington, Jacqueline J. "Unpacking director financial literacy". Thesis, Queensland University of Technology, 2015. https://eprints.qut.edu.au/86056/1/Jacqueline_Bettington_Thesis.pdf.
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The social and economic effects of high profile governance scandals such as the National Safety Council, HIH and Centro have triggered much debate, reform and research into predicting and preventing future failures. While this has meant director financial literacy is now recognised as a core capability required of each individual director, there has been little guidance on what this capability involves other than the very general statement of being able to 'read and understand financial statements'. This thesis presents the results of a Delphi study aimed at identifying the core concepts a director needs to master to be financially literate. Thirty-five experts drawn from accounting, education and practice agreed that to be financially literate a director must have a conceptual understanding of 24 basic accounting concepts and be able to independently apply this understanding to a strategic evaluation of the finances of the organisation they serve.
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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'entrepriseThis 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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Ogbechie, Christopher Ike. "Key determinants of effective board of directors : evidence from Nigeria". Thesis, Brunel University, 2012. http://bura.brunel.ac.uk/handle/2438/7667.
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The 2008 financial crisis that led to the collapse of companies and economic recession in most countries has also increased the concern for transparency, accountability and regulatory oversight and once more put corporate governance and board effectiveness on the front burner of big business issues all over the world. The board is seen as a key player in governance of companies and there is need for a better understanding of how this body works. Majority of the research work in these areas has been in developed economies and not much work has been done in the area of board effectiveness in the emerging markets of Africa. This thesis examines the relationship between key board characteristics and board effectiveness. It also explored the impact of certain mediators on this relationship. Unlike most studies on board which focus on firm performance and mostly in developed markets, this study was conducted in an emerging market and the focus was on board effectiveness. Based on the work done by other researchers in developed economies the researcher developed a theoretical framework and a set of hypotheses to examine the relationship between board characteristics and board effectiveness and the impact of certain mediators on this relationship. Board characteristics considered in this research include board size, CEO duality, board independence, and board diversity. In addition, the impact of board human capital on board effectiveness was also considered. Additionally, the researcher examined if the relationships between board characteristics and board effectiveness will be affected by organization type, ownership, age and size. The empirical examination of the hypotheses developed from the theoretical framework presented in this study show that board characteristics, apart from professional human capital, do not have any significant impact on board effectiveness. Board professional human capital was found to have a positive relationship with board operations and board cohesiveness and also with board effectiveness. The results show that in Nigeria, board diversity and human capital are the most important board structural factors that impact board effectiveness. They also show that board processes of operations, cohesiveness and decision making have significant impact on board effectiveness. Finally the results show that board process factors are more important than board structural factors in determining board effectiveness. The study shows that these relationships were not significantly affected by organization type, ownership, age or size. The study contributes to understanding of board effectiveness in an emerging market where board roles and processes are still developing; by examining both traditional variables such as board size, CEO duality, board independence and other organizational attributes such as board job related diversity and board professional human capital variables. In addition, this is the first study to examine board effectiveness in publicly quoted companies in Nigeria. The study will also contribute to better governance practices in Nigeria, where lack of good governance has been blamed for the slow economic development and growth. The theoretical framework and the findings of this thesis are expected to stimulate scholars for further research into identifying the characteristics that boards must possess if they are to be active and effective. They should also stimulate practitioners and scholars of strategy, organizational behaviour and corporate governance to examine boards and their activities from many perspectives, particularly from the process side.
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Elms, Natalie E. "Exploring the effect of director tenure on director monitoring: A case-based approach". Thesis, Queensland University of Technology, 2017. https://eprints.qut.edu.au/112190/1/Natalie_Elms_Thesis.pdf.
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This thesis addresses the unresolved question of how director tenure relates to director monitoring. Multiple sources of data, gathered over two interrelated qualitative studies, provide a unique and up close perspective of the phenomena. The results highlight the value of incorporating theories that explain director motivation into traditional corporate governance research. Overall, the relationship between tenure and director monitoring is shown to be more complex than generally assumed, and as such, policies using a single approach for director tenure may not be appropriate.
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Horner, Stephen V. "Director ties, board experience, and firm strategic outcomes board experience effects on post-acquisition performance /". Diss., Columbia, Mo. : University of Missouri-Columbia, 2006. http://hdl.handle.net/10355/4489.
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Thesis (Ph. D.) University of Missouri-Columbia, 2006.The entire dissertation/thesis text is included in the research.pdf file; the official abstract appears in the short.pdf file (which also appears in the research.pdf); a non-technical general description, or public abstract, appears in the public.pdf file. Title from title screen of research.pdf file (viewed on August 1, 2007) Includes bibliographical references.
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Coetzee, Shaun. "Business and affairs : the widening of the board of director's powers". Diss., University of Pretoria, 2012. http://hdl.handle.net/2263/26625.
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In Company Law there are two bodies or organs of the company that have the power to make decisions regarding the management of the company. These two bodies are the shareholders in the general meeting and the board of directors. The exact nature of the relationship between the directors and the company is not easily described. While directors have been said to be agents, trustees or even managers of a company, none of these fully describe the position with total accuracy. The nature of the position of the director is best described as being sui generis, and having similarities to each of those in certain circumstances. The Companies Act 71 of 2008 gives a new expanded definition of “director” which clarifies who is considered to be a director. The Common Law initially considered the members in the general meeting, to be the company and any resolution by them was considered to be a corporate act. The constitutional documents of the company were considered to be a contract between them and the majority rule was enforced. The directors would have their power delegated to them. This position changed in 1906 after the case of Automatic Self-cleansing Filter Syndicate Co Ltd v Cunninghame [1906] 2 Ch 34 (CA). Here the court held that there was a division of power, according to the constitutional documents, between the shareholders in the general meeting and the board of directors. The general meeting could not interfere with those powers of the board, except if they changed the articles of association by special resolution. The shareholders had residual and default powers and were the ultimate organ of the company. The position of the board of directors in Companies Act 61 of 1973 was given in Article 59 of Table A. Here the board was given the power to manage the business of the company. It was found that this included the power to derive a profit and stop trading in certain circumstances but did not include the power to liquidate the company. The board’s powers, according to Article 59 of Table A, were still subject to the shareholders in the general meeting. This showed that the shareholders still remained the ultimate power in the company. The division of powers in Company Law has been drastically changed by Section 66(1) of the Companies Act 71 of 2008. The board of directors is now statutory empowered to manage not only the business of the company, but also the affairs. It was stated in the case of Ex parte Russlyn Construction (Pty) Ltd 1987 (1) SA 33 (D) that affairs had a wider meaning than business and could include the power to liquidate the company. Delport states, with reference to Canadian Law, that the word “affairs” means the internal dealings of a company as well as the existence of the company. The statutory empowerment of the board, and inclusion of the word ‘’affairs’’ in section 66(1), changes the division of powers in the company. The board of directors now has original powers and is the ultimate power in the company being able to bring an end to the very existence of the company. The full effect of this change is one which will only be revealed in years to come as case law around this matter develops.Dissertation (LLM)--University of Pretoria, 2012.
Mercantile Law
unrestricted
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Zhang, Mao. "Three essays on board of directors in China". Thesis, University of Sheffield, 2017. http://etheses.whiterose.ac.uk/21169/.
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Wei, Gang. "Board of directors and corporate performance in China". Thesis, Cardiff University, 2005. http://orca.cf.ac.uk/55581/.
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The purpose of this study is to examine the relationship between board of directors (BoD) and corporate performance in China. In particular, it attempts to identify the effects of four attributes of BoD board composition, characteristics of directors, board structure and board process on the financial performance of Chinese listed companies. A large number of empirical studies have examined the correlation between BoD and corporate performance. Few previous studies have examined the effects of BoD on both direct shareholder wealth and company financial performance. Moreover, little attention has been paid to this topic in a Chinese context. Owing to special ownership structure of listed companies, agency problems have recently received more and more attention in China from the academics and policy makers. As noted by Qian (1995) and Firth et al. (2003), agency problems in China are potentially more serious than in the West. Therefore, this study mainly employs agency theory to examine the effects of the BoD on corporate performance. It is utilised, together with other theories, such as resource dependence theory, to develop testable hypotheses and discuss the results. This study finds that there is relatively limited evidence that board independence has significantly positive impacts on corporate performance. In particular, it finds that there is non-linear relationship between board independence and firm performance. There is no negative relation between the proportion of affiliated directors on board and firm current or future performance. In addition, there is no significantly negative correlation between board size and firm current performance. In particular, there is no non-linear relationship between board size and corporate performance. There is no confirmative evidence that stock ownership and cash compensation of independent directors have any positive effects on corporate financial performance. However, there is strong evidence that firm performance depends crucially on the interaction between the magnitude of cash compensation of independent directors and the size of them on board. Also there is no evidence that the incentives of independent directors have any curvilinear effects on current performance. There is no evidence of significantly positive or negative correlation between age and primary occupation of independent directors and firm performance. However, I find that the presence of overseas independent directors has significantly positive impacts on corporate performance. Interestingly, there is a significantly negative correlation between the proportion of female independent directors and corporate performance. There is no clear evidence that CEO duality has any negative impact on current financial performance, which rejects the hypothesis H5. Furthermore, there is a significantly negative relationship between multi-directorship and firm performance. In addition, there is limited evidence that auditing committee has a significantly positive impact on corporate performance. There is no significantly positive correlation between the frequency of board meeting and firm financial performance. However, there is strong evidence that firm performance depends crucially on the interaction between the frequency of board meetings and the size of independent directors appointed. In particular, there is confirmative evidence that frequency of board meeting has curvilinear effect on firm performance. There is no clear evidence that the proportion of directors appointed by government agents control shareholders has a negative impact on corporate performance. However, there is a significantly negative correlation between the proportion of directors appointed by SOE control shareholders and company performance. Furthermore, the relationship between the proportion of directors appointed by SOE control shareholders and company performance is non-linear. The dissertation makes several important contributions to the corporate governance literature. In addition, this study also has implications for policy makers insofar as it offers empirical evidence concerning effectiveness of Chinese BoD in improving financial performance of listed companies. The findings of this study can help the authorities to reform the corporate governance system.
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Hammarling, Niclas, i Robert Gustavsson. "Boards in Family Firms : Board Member Choices and Recruitment". Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2014. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-23886.
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The focus of this paper is to explore the recruitment process for board members, and board member choices in family firms in Sweden. It was found that the board member re- cruitment process is a field with low amount of research. This is the main argument upon the construction of this study. Previous research also argue that most family businesses are small, which increase the likelihood of finding firms without an active board, or with low professionalism in the board. Through a case study, four Swedish family firms were interviewed in order to identify the board composition, board governance and board recruitment process at these firms. The firms represent different sizes, sectors, and stages of growth, being a small company with two employees and SEK 1.7m annual revenue, to a large company with 1200 employees and SEK 8bn annual revenue. These companies were then analysed through both the agency theory, and the stewardship theory, using previous research as foundation and sup- port. The findings show that the most desired board member characteristic are knowledge within the sector the firm is operating in, as well as trustworthiness. All of the interviewed com- panies saw their board as more of a function to advise the family, rather than to monitor the managers, and having extensive knowledge from the sector is of relevance when giving advice. The members of these boards were recruited using the networks of the CEO, or us- ing consultancy firms to help finding potential members. Lack of trust was identified as a potential issue in board member recruitment, as the member will gain access to valuable in- formation. This led to the obstacle of letting external members in on the board. This ob- stacle, however, is recommended to be overseen as all CEO’s that were interviewed em- phasized the benefits of recruiting external members to the board, arguing that the benefits of having external members in the board outweighs the potential costs.
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McCabe, Margaret. "Directors' perceptions of best practice in corporate governance in Australia". Thesis, Curtin University, 2002. http://hdl.handle.net/20.500.11937/2479.
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In this study directors of public listed companies around Australia gave their perceptions of best practice in corporate governance. A qualitative methodology within the constructivist paradigm was used along with a questionnaire thus making it a linked study. Mechanisms to assist in demonstrating rigour in the research process were developed and implemented as part of the research. The findings presented a description of best practice in corporate governance and a definition of corporate governance. Emerging from the findings was a model of best practice that was consistent with complex adaptive systems theory. Stakeholder theory was seen to provide the mechanism for developing activities that support the best practice model.
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Matsaba, Mohla. "Why are there so few women on South African company boards?" Diss., University of Pretoria, 2010. http://hdl.handle.net/2263/25376.
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The purpose of this research is to investigate why there are so few women on South African company boards. Since the first democratic elections in South Africa, diversity has been in the focal point to correct the discrimination and inequalities of the past; however the gender diversity has not been very successful on company boards. Exploratory or qualitative research methodology was employed based on semistructured interviews with a non-probability sample of 13 respondents. All respondents were women who served on company board as directors. They were from various sectors of the economy and served in various capacities on the boards. This study found that the market and the shareholder profiles have diversified considerably, however the company boards have not changed significantly. The gender gap maybe narrowing on company boards however the levels of discrimination and inequalities are still very high. Gender stereotypes continue to inform many decisions in business, including those of board appointments. The study also found that for transformation to occur successfully, leadership had to play a major role. Government has implemented sound regulatory systems that encourage diversity and it is now up to the leadership in companies to take the responsibility and give women opportunities to participate in business through boards. Government, through policies and regulations, continue to play a crucial role in facilitating transformation however the pace of change remains sluggish. Leadership has a critical role to play because the purpose of the policies and regulations is not only to get companies to achieve compliance, but to create equal opportunities for all South Africans. CopyrightDissertation (MBA)--University of Pretoria, 2010.
Gordon Institute of Business Science (GIBS)
unrestricted
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Shan, Liwei. "Board independence, excess cash and corporate payout policy /". view abstract or download file of text, 2006. http://proquest.umi.com/pqdweb?index=0&did=1196409441&SrchMode=1&sid=1&Fmt=2&VInst=PROD&VType=PQD&RQT=309&VName=PQD&TS=1176828116&clientId=11238.
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Thesis (Ph. D.)--University of Oregon, 2006.Typescript. Includes vita and abstract. Includes bibliographical references (leaves 104-109). Also available for download via the World Wide Web; free to University of Oregon users.
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Pastra, Aspasia S. "Board of directors' dynamics, board effectiveness and organisational performance : the case of Nordic region". Thesis, Brunel University, 2017. http://bura.brunel.ac.uk/handle/2438/15791.
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The thesis aims to explore the effect of team dynamics on team and organisational outcomes. Dynamics is a broad term that encompasses all the processes and attitudes that exist between team members and influence the direction of team's performance. Trust, conflict and behavioural integration comprise psychological facets of teamwork and are amongst the most common dynamics of a team. The current study aims to shed light on the perceptions of board members about the level of conflict, trust and behavioural integration during board meetings, which comprise the most critical forum of the group. Trust, conflict and behavioural integration are the primary attitudes, behaviors, and cognitions that arise within the board and encompass the core aspects of teamwork. There is a gap in the literature for examining the role of social-psychological processes and interactions between the board members because access to the boardroom is difficult and the researchers are forced to turn their attention on secondary data and proxies for board behaviors. Although that board of directors is an upper echelons group of executives who can ensure the long-term survival of the organisations, there is scarce of research in studying boards from a team perspective. Until today, we have limited knowledge of team processes, such as conflict, both inside the boardrooms and in the context of strategy implementation. The literature review in this thesis is drawn from multiple disciplines, including management, psychology and sociology, which enable us to gain a deep understanding of team's dynamics. The methodology has been based on a positivist approach since the focus is centered around the data collection process and the statistical interpretation of the findings. Primary data was collected from board members in Nordic countries, namely Denmark, Finland, Sweden, Iceland and Norway. The data was collected with the use of survey method and the findings are based on 186 usable responses. The Nordic corporate governance model remains still the less known outside the Nordic region (Thomsen, 2016) but this thesis postulates that valuable lessons can emanate from its study. The study of the Nordic model could give us useful lessons for the roles of the board and the structure of their organisations. The statistical analysis of the model involved: Descriptive Analysis, Exploratory Factor Analysis (EFA), Confirmatory Factory Analysis (CFA) and Structural Equation Modeling (SEM). The results of this thesis provide theoretical and managerial recommendations for achieving superior board performance. The importance of the role of the Behavioural Integration inside the boardroom is underlined as a significant finding of this study. Moreover, the role of Trust in the board context raises some important questions about its priority since there may be other processes or dynamics which present more clear-cut results on board effectiveness. Furthermore, the deleterious effects of conflict have been underlined. It is also underlined that in this competitive era boards should go beyond fiduciary responsibilities to a more strategic role on a broader range of matters With the exception of a few studies, researchers still to move inside the "black box" of the upper echelons processes and understand how the executives in the board interact. Building a strong board of directors requires a focus beyond demographic characteristics to board interactions. The most effective boards have the strongest board dynamics and are characterized by openness, teamness and collaborative behaviour. The power of the board comes from the ability of the directors to effectively work together and hopefully the current study contributes substantially to the corporate governance field and the way that team processes affect team outcomes.
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Modiba, Mantsha Emelda. "Examining the relationship between board of directors' gender and sustainability disclosure". Thesis, University of Limpopo, 2016. http://hdl.handle.net/10386/2571.
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Thesis (MBA.) -- University of Limpopo, 2016This research examined whether an improved participation of women in the board of Socially Responsible Investing (SRI) firms has any relationship with sustainability disclosure. Accordingly, the objective of this research was to examine the relationship between the number of women on the board and environmental, social and gender-employment disclosure in South African firms. The research applied a purposive sampling design to study the nine best socially responsible investing firms on the Johannesburg Stock Exchange and secondary data were collected from the sustainability reports of the firms. Using a quantitative approach, the panel-data regression analysis was used to analyse the relationship between women on the board of directors, environmental, social and gender employment disclosure. Energy consumption disclosure, social investment and the number of women employment in the firms were the proxy for environmental disclosure, social investment and gender employment disclosures respectively. Findings show a positive relationship between the number of women on the board of directors and firm disclosure on energy consumption, disclosure on women employment and social investment disclosure. However, the number of women employed in the corporate is still very low in comparison with the male counterparts. The research recommends that, given the unique social and environmental sensitivity of women, the corporate should recruit more women onto the boards to enhance accelerated corporate sustainability performance and disclosures. Key words: sustainability disclosure, women in the board, sustainability performance, energy disclosure, sustainable development
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Romano, G., P. Ferretti i A. Rigolini. "Board of directors and performance in italian banking groups". Thesis, Ukrainian Academy of Banking of the National Bank of Ukraine, 2012. http://essuir.sumdu.edu.ua/handle/123456789/63530.
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Corporate governance represents a central issue for the modern banking industry. The importance of such matter depends surely on the complexity and diversity of the banking activity compared to the one of the non-financial industry and on the role banks play in the financial markets and in the economy. We mainly refer to the credit intermediation activity, to the particular budgetary structure and, more in general, to the sound and prudent management as a condition to defend all the stakeholders (shareholders, depositors, supervisory authorities, etc.). Corporate governance in banks should help assure an efficient resources allocation and the soundness of the financial system: these are some of the reasons academic studies focus on the banking corporate governance.
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Shivdasani, Anil. "The board of directors, ownership structure, and hostile takeovers". The Ohio State University, 1991. http://rave.ohiolink.edu/etdc/view?acc_num=osu1259096201.
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Abdul, Kadir Syed Muhamad. "A study on board of directors and organizational performance". Diss., Virginia Polytechnic Institute and State University, 1985. http://hdl.handle.net/10919/52329.
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This dissertation reports an investigation of the relationship between board strategic management functions and organizational performance. This dissertation provides a framework for understanding the influence of boards of directors in decision making, planning, control and operation, and financial performance of the firms. Based on the conceptual framework, it is argued that an effective board of directors will have a positive relationship with performance. Four hypotheses stemming from the conceptual framework were used to relate boards' strategic management functions and organizational performance.
The research was conducted in Malaysia, and the organizations used for the study were public enterprises. Forty-two firms in three industries of the manufacturing sector were selected for the study. These firms were building materials, food, and wood-based. industries. Boards' strategic management functions, the independent variables, consisted of the boards’ role in decision making, planning, control, and board operation. Organizational performance, the dependent variable, was operationalized by using financial indicators: return on assets, profit margin, average rate of growth in profit, average rate of growth in assets, and average rate of growth in sales. Correlation, multiple regression, and t-test analyses were used to confirm or reject the four research hypotheses. Besides these analyses, the dissertation provided information on the profile of the boards of directors of the three industries in six different areas: size, age, occupation, educational level, specialization, and business experience of the directors.
The findings showed that there was no consistent pattern in the relationship between board strategic management functions and organizational performance for all the three industries. The data analysis failed to support the conceptual framework which indicated that there should be a positive relationship between an effective board and organizational performance.
The results of the dissertation were discussed with respect to major findings and significance to management theory and practice. The dissertation concluded with a discussion on the limitations of the study and suggestions for future research.Ph. D.
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Norgren, Hanna, i Emmelie Viklund. "Board of directors in small firms : An exploratory study on small business owners in Västerbotten’sperception of the role of the board, board composition and its impact onfirm performance". Thesis, Umeå universitet, Företagsekonomi, 2015. http://urn.kb.se/resolve?urn=urn:nbn:se:umu:diva-106534.
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This study examines small business owners at small firms in Västerbotten’s perception on board composition, board diversity and the role of the board together with its impact on firm performance. We were interested in knowing what kind of characteristics these firms are looking for in their board composition and explore their attitudes towards their choice ofinside or outside directors, and also the impact of homogeneity and heterogeneity in theboard. Further, we wanted to examine the general role of the board in small firms and get insight on whether the small business owners believe this had any impact on firm performance or not. The subject of board of directors can be found within the field of corporate governance, in which it has a central role. Existing literature on the subject left a gap of knowledge on board of directors in small firms, from which the opportunity of research was found. Since a vast amount of firms on the Swedish market are small firms, this subject is of significant meaning for understanding and gaining insight into how small business owners in these firms view the board of directors. To get a deeper view into the subject we explored if any differences were detectable between three different industries, and the selected industries were; IT, transportation and construction. This qualitative study was conducted by using a semi-structured interview technique. The objectives of having a qualitative study was to obtain in-depth understandings and perceptions from the participants in order to answer our research questions; What kind of characteristics are small business owners looking for when selecting new board members, what type of different resources can different types of directors bring, and what impact do small business owners believe this has on firms’ performance? The findings from this study revealed that small business owners at small firms in Västerbotten did not value and use the board in the same extent as larger firms had been found to do in other empirical studies. However, indications were found among our sample that small firms in the IT industry uses their boards in another way than other firms do. Moreover, it was of common occurrence that small firms only have one singe director on their boards both due to that they have a board solely due to legal reasons and also due to that the owners, which is also the directors in these firms, does not want to reduce their level of control over the firm. Overall, the impression from the participants’ perceptions and views were that the board was not used in the way it could be and that for many small firms the costof recruiting more directors is too high.
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McCabe, Margaret. "Directors' perceptions of best practice in corporate governance in Australia". Curtin University of Technology, Graduate School of Business, 2002. http://espace.library.curtin.edu.au:80/R/?func=dbin-jump-full&object_id=16227.
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In this study directors of public listed companies around Australia gave their perceptions of best practice in corporate governance. A qualitative methodology within the constructivist paradigm was used along with a questionnaire thus making it a linked study. Mechanisms to assist in demonstrating rigour in the research process were developed and implemented as part of the research. The findings presented a description of best practice in corporate governance and a definition of corporate governance. Emerging from the findings was a model of best practice that was consistent with complex adaptive systems theory. Stakeholder theory was seen to provide the mechanism for developing activities that support the best practice model.
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Dedman, Elisabeth. "The Cadbury Report : its effects on UK board structure and managerial entrenchment". Thesis, Lancaster University, 2002. http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.288948.
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Björklund, Frida, i Hanna Dahlström. "Why have an Active Board of Directors? : A Quantitative Study of SMEs". Thesis, Umeå universitet, Företagsekonomi, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:umu:diva-124661.
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In Sweden all limited liability companies are required to have a board of directors. The board of directors’ task is to manage the business of the firm, but in recent years boards have been subjected to critical review in the media, questioning the tasks and structure of the board. Further, there are differences in the regulations regarding limited liability companies, depending on whether they are private or public companies. Moreover, a majority of the research within the area of corporate governance has been conducted on public companies. However, corporate governance in small and medium sized enterprises (SME) has in the last 30 years become a field of interest. Several scholars and doctorates have used different board roles to explain e.g. the tasks, demographics, and financial performance. The board roles are mainly derived from the agency-, resource dependence-, and stewardship theory. Many papers have come to the conclusion that a board of directors who performs their task, and/or have a certain board demography is beneficial to the firm. Hence, the board and its activity is of importance, however, a general image is conveyed that boards in SMEs rarely are active, but rather are seen as a necessary mean in order to have a firm. Due to this, the research question in this thesis is: What motivates small and medium sized firms to have an active board and are boards in Norr- and Västerbotten active? The criteria for having an active board has been derived from antecedent research and are further recommendations from StyrelseAkademien. Three different board roles have been used with the purpose of explaining the motivation behind having an active board. Further, this thesis has had a quantitative method, and in order to gather data a survey was sent out to board members in Norr- and Västerbotten. The results show that the motivation behind having an active board cannot be explained through the roles network and service of the board. The control role could partly explain the motivation behind having an active board of directors in SMEs in Norr- and Västerbotten, having a negative relationship to board activity. Moreover, due to the opposing results in terms of whether or not boards are active, an unambiguous answer could not be found. However, 49.1 percent of the sample is considered to be active. Lastly, the finding support that in order to have an active board, the firm must recognize a need to include outside directors.
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Harris, Erica E. "University Board and Performance". Diss., Temple University Libraries, 2011. http://cdm16002.contentdm.oclc.org/cdm/ref/collection/p245801coll10/id/160965.
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Business Administration/AccountingPh.D.
This dissertation examines the impact of board of director characteristics and policies on nonprofit performance. Using data collected through a survey of nonprofit colleges and universities, I provide evidence that specific board member characteristics and board monitoring policies are vital in shaping both the financial and nonfinancial success of nonprofit institutions of higher education. Related to board characteristics, results indicate that bigger boards with more major donors are consistently associated with better performing organizations, confirming my board contribution hypothesis. These results are in addition to noteworthy relationships between nonprofit success and the number of meetings held by an organization as well as the impact of recruiting board members who serve on other nonprofit boards. In terms of board monitoring, findings confirm regulatory and advisory recommendations that the use of a conflict of interest policy, disclosure of business relationships, nominating and compensation committees are important aspects of board development in addition to longer board terms. These relationships confirm all three monitoring hypotheses, suggesting that board disclosures, organization, and independence all have an important impact on success when it is measured as organizational efficiency, one of the most studied and relied upon measures of performance in the nonprofit sector. This work makes important, initial forays into the relationships between board of director qualities and nonprofit performance. Although limited by the relatively small sample of colleges and universities, given the lack of public data available related to nonprofit boards, this study is unique in the ability to analyze nonprofit boards with both financial and nonfinancial performance measures.
Temple University--Theses
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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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Ojebode, Aderemi Abayomi. "Learning in boards : a grounded theory study of UK boards of directors". Thesis, University of Wolverhampton, 2017. http://hdl.handle.net/2436/621209.
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Boards of directors have been described as an integral part of corporate governance research, being at "the apex of the internal control system" (Jensen, 1993, p.862). Early corporate governance research has examined whether, and to what extent, board characteristics impact on performance. However, the results of studies that focused on board structure/composition and performance produced mixed outcomes. Consequently, we saw the emergence of research on board processes and their impact on board task performance. Research on board processes is still ongoing, and scholars have been interested in, among other processes, how knowledge and skills by board members are being used (Gabrielsson and Huse, 2004; Kor and Sundaramurthy, 2009). At the same time, there is a gap within educational research on how knowledge is being created within teams that are episodic in nature, such as boards (Forbes and Milliken, 1999). As such, the concept of learning has to date been under-researched in a board context. In this thesis, board processes are studied by exploring the processes involved in the acquisition and sharing of knowledge and skills in boards. Further, as a response to calls for the adoption of alternative research approaches to the study of boards (Pettigrew, 1992; Johnson et al., 1996), this research is conducted using a qualitative method based on a grounded theory approach. The study is conducted based on evidence from semi-structured interviews with UK board members. The findings show that the creation of knowledge in boards depends on two dialectical processes of learning (acquisition of knowledge and skills from the external environment and sharing of knowledge and skills in the internal environment). The qualitative findings show that 1) directors possess certain levels of knowledge related to specific boards task – which is also known as directors’ knowledge base; 2) the gap between the level of knowledge and skills needed to perform specific board tasks and the directors knowledge base is regarded as a gap in directors’ knowledge; 3) that there are two processes of filling the gap(s) in directors’ knowledge – the process of acquiring knowledge and skills (from the external environment), and the process of sharing knowledge and skills within the board; 4) that there are factors which are impacting on the processes of acquiring and sharing knowledge in boards; and 5) the processes of learning in boards are circular and board members must continually update their knowledge to enhance their capabilities. The thesis contributes to knowledge by revealing new insights into how board members acquire knowledge and skills (processes of learning) and factors that are impacting on learning in boards, underpinning former conceptual models. Qualitative analysis itemised different types of processes for both acquiring and sharing knowledge and skills in boards. Additionally, the qualitative analysis revealed various forms of learning styles that are being employed by board members either to acquire or share knowledge and skills. Finally, this thesis contributes to qualitative research in boards and its findings have implications for board practice, especially boards’ tasks performance and processes of learning.
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Saulgrain, Julien. "Minimizing the expectation gap through an independent board of directors". Thesis, National Library of Canada = Bibliothèque nationale du Canada, 1997. http://www.collectionscanada.ca/obj/s4/f2/dsk2/ftp03/MQ50963.pdf.
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Withaar, Ad. "Investor protection and the quality of the board of directors". Thesis, Uppsala universitet, Företagsekonomiska institutionen, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-277562.
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Gupta, Manu. "Board independence and corporate governance: evidence from director resignations". Texas A&M University, 2005. http://hdl.handle.net/1969.1/2340.
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As evident from recent changes in NYSE and Nasdaq listing requirements, board
independence is considered an important constituent of firms?? corporate governance
structures. However, the empirical evidence regarding the impact of board structure on
firm performance is mixed. Since firms employ a variety of governance mechanism to
control agency problems, the significance of board independence may depend upon the
strengths of other governance mechanisms.
I study the importance of board independence from the viewpoint of an investor
by examining the market reaction to board member resignation announcements. I then
examine this market reaction in the context of each firm??s existing governance structure
and business environment. I find that investors react more negatively when an outside
director resigns from the board than when an inside or gray director resigns. More
importantly, I find that investor reaction to outside director resignation is less negative
when insider or non-affiliated blockholder stock ownership is high. This evidence
suggests that board independence and insider ownership and non-affiliated blockholder
ownership may serve as substitutes. Furthermore, the evidence indicates that firms may
require higher board oversight when a large part of managerial compensation is based on
stock incentives. This finding suggests that overly high levels of stock-based managerial
compensation may exacerbate agency problems. Taken together, these results have
important implications for choosing an effective set of governance mechanisms that may
work independently or in combination with each other to mitigate the agency cost of
equity.
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Bradley, Jennifer R. "Building inclusive boards : the perspectives of nonprofit leaders and prospective board members". Scholarly Commons, 2008. https://scholarlycommons.pacific.edu/uop_etds/700.
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Although the population of the United States is becoming increasingly diverse, data on the composition of nonprofit boards nationally indicate a persistent pattern of under-representation of minority groups. This exploratory study was conducted in a large metropolitan area with a diverse population. The research investigated board diversity with a small sample of leaders of nonprofit organizations and current or prospective board members from under-represented groups. Data were collected from nonprofit leaders by an anonymous web-based survey and from board members by telephone interview.
The research found that all the nonprofit organizations in the study served client groups that were racially and ethnically diverse. The majority of survey respondents felt that having a diverse board was important, and the lack of board diversity was a source of dissatisfaction. Overall board recruitment was reported to be difficult. The most frequent sources of new board members were referrals from current board members and personal networks. Typically, the nonprofit organizations in this study did not allocate financial resources to build board diversity. Interview participants identified the value of recruitment strategies that would expand the pool of potential board members. Other recommendations included increased attention to the process of board entry for new board members. In conclusion, it appears that building more diverse boards will require sustained efforts, but that the changes necessary to successfully include people from different cultural backgrounds will also strengthen nonprofit organizations.
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Tran, Hai. "Are Good Deeds Rewarded? Director Awards and the Market for Directorships". Thesis, University of Oregon, 2015. http://hdl.handle.net/1794/19292.
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Prior studies document that board directors who fail to act as effective monitors of management are penalized by the labor market in the form of fewer subsequent board seats. However, there is little evidence on how the market rewards directors for exceptional advising and monitoring on corporate boards. In this paper, I use national director awards as a positive shock to directors’ reputations and examine changes in board seats for award-winning directors. Award-winning directors gain more board seats than non-winning directors, both after and before the awards. Event study tests suggest that the quality of award-winning directors may have been revealed to the labor market before the awards but not to the broader stock market. Stock market reactions to appointments of award-winning directors are positive and statistically significant only after the awards, not before.
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Tariq, Usman. "CEO Compensation : Relationship with Performance and Influence of Board of Directors". Thesis, Gotland University, School of the Humanities and Social Science, 2010. http://urn.kb.se/resolve?urn=urn:nbn:se:hgo:diva-644.
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This paper tries to find the relationship between the compensation given to the chief executive officer and the performance of the company. Further, it tries to determine the influence of the size of the Board members on the pay scale of the executive. The data consisted of the largest thirty companies in Sweden for the period of 2004-2008. After controlling for firm size and growth opportunities, I find a negative and insignificant relationship between pay and performance. Contradictory to previous studies no correlation between large board size and chief executive officers compensation was found. This paper adds more empirical evidence to the idea of chief executives pay being independent of his performance.
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Hinton, Carol Anne Finkelstein. "Exploring Shared Leadership in a Social Enterprise Nonprofit Board of Directors". Thesis, The University of New Mexico, 2017. http://pqdtopen.proquest.com/#viewpdf?dispub=10269289.
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Case study research was conducted to explore the existence of shared leadership in a social enterprise board of directors to identify the common characteristics and traits of board members, and the factors that facilitated or inhibited the development of the board as a shared leadership team. Creating and sustaining a committed and involved board of directors that works as a team were key challenges for the social enterprise board. Current research on shared leadership and the governance of social enterprises and nonprofits provided the conceptual framework for the researcher to develop and test two proposed models in a case study situated in a social enterprise.
Purposive sampling bounded the study to one social enterprise board of directors located in Southwestern region of the United States. The first model, Developing Shared Leadership in a Nonprofit Board, elucidated the researcher’s postulation of the elements necessary for shared leadership to exist in a board of directors. The second model, Best Practices of Nonprofit Boards and the Process of Developing Shared Leadership, was constructed from the benchmarks found in the current literature for board structure and composition by which the researcher measured the readiness of the social enterprise board to act as a team and share leadership.
Using a case study design, data were collected from triangulated sources that included interviews, observations, a focus group, and archival documents. Two iterations of coding comprised of first and second cycles were conducted utilizing established coding methods. The constant comparison process was applied, the resulting codes were categorized and subcategorized, and the quantities of occurrences were calculated to make inferences about the emerging themes. The results of the case study and the use of shared leadership in a social enterprise board of directors were presented using a linear-analytic approach.
The findings from the thematic analysis showed that the important antecedents of shared leadership were present in the social enterprise board. The data collected from the case study were compared to the best practices found in the literature review and the findings indicated the social enterprise board had achieved many of them. Important qualities and characteristics of shared leadership were present in the board members such as trust and transparency. Impediments to shared leadership were identified as the infrequency of board meetings and unfamiliarity with other board members which impacted board member relationships, group cohesion, and the board’s ability to act as a team.
Two models were created by the researcher in response to the findings: Dynamic Elements of Shared Leadership in a Social Enterprise Board, and Fundamental Building Blocks for Successful Boards. These models have practical implications for social enterprises and nonprofit organizations that can be replicated and tested in future research. This case study research identified the key factors contributing to the social enterprise’s board performance, that may enable social enterprises and other nonprofit boards to derive the benefits of cultivating and sustaining shared leadership.
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Massie, Ruth. "Allocating effort : risk and complexity in board directors' engagement with information". Thesis, City University London, 2015. http://openaccess.city.ac.uk/13567/.
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This research aims to understand how Board level Directors engage with information. The study has its roots in Sir Adrian Cadbury’s (1992:4.8) requirement that “directors receive timely, relevant information tailored to their needs”. This research aims to investigate the underlying assumption that Directors actually engage with the information provided. The study uses grounded theory to look within the Board’s processes. The research uses the Board pack’s journey, from creation to the output from the Board, to provide clarity on the engagement processes undertaken by the organisation, the individual Director and the Board as a group. This is then contextualised through looking more widely at perceptions of the Board’s role and the corporate governance environment within which the Board sits. The data collected for the research comprised interviews, observations and technical meetings. The interviewees included nine Board Chairs; eleven Non-Executive Directors; four Board level Executives; five information providers to Boards; one Board advisor and one industry/academic expert. This represented experiences from over 100 Boards including two top FTSE100 companies. Additionally, five Board meetings were attended to observe Directors in context and four technical meetings were undertaken to understand specific issues. The resulting theory identified is that the level of engagement with the information by Directors is determined by ‘Allocating Effort’. This effort is a balance between the level of risk perceived; by, and to, the individual, the Board as a group and the organisation; balanced with the perceived complexity of the issue at each stage of the Board pack’s journey. This balance is constrained by the time available and the understanding of the role of the Board. This theory was further developed by looking at the symbols that externalise the allocation of effort. They are identified as labelling the papers as: ‘For Note’, ‘For Report’ and ‘For Discussion’. Each of these paper types have a risk and complexity element, however, there was no paper type for high risk/complex. This research identified that ‘Ad Hoc Committees’ are used to fill the gap in the process of ‘Allocating Effort’. Furthermore, in relating the symbols back to the theory of ‘Allocating Effort’, it provides a tool for understanding the alignment, or misalignment, within the Board of their shared understanding of their role and risk appetites.
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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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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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Lin, Michelle Ching-Yi. "Initial public offerings and board governance : an Australian study". University of Western Australia. School of Economics and Commerce, 2006. http://theses.library.uwa.edu.au/adt-WU2006.0027.
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In March 2003, the Australian Stock Exchange (ASX) released new corporate governance guidelines, which included debatable “best practice” recommendations such as the adoption of an independent board and separation of the roles of chairperson and CEO. Given the premise that strong corporate governance enhances shareholder value and, by extension, increases initial public offering (IPO) issuers’ appeal to investors, this thesis assesses the level of conformity by a sample of Australian firms, which made an IPO between 1994 and 1999, with the best practice recommendations. We also examine the relationship between firm outcomes (including IPO underpricing, post-IPO long-run performance, and the likelihood of a SEO) and board governance quality, captured by board composition, board leadership, board size and share ownership of directors. These outcomes are addressed as they are important dimensions of firm performance that may be reasonably assumed to be associated with the quality of corporate governance, and these tests can provide an insight into the preference of investors who arguably are best placed to assess the appropriateness of the recommendations promoted by the ASX. Further, we analyse changes in IPO firms’ board structures from the time of listing to five years later to determine if IPO firms adopt governance structures that are more in line with the best practice recommendations after listing and if the changes are related to IPO firms’ long-run performance. Overall, we find that IPO firms that arguably have the strongest incentive to adopt the “optimal” board structures diverge substantially from ASX’s recommendations both at the time of IPO and five years later. IPO firms’ board structures are found to be unrelated with the level of IPO underpricing and board size, after controlling for the size of the firm, is significant in explaining both long-run aftermarket performance and the probability of a SEO. IPO firms with larger boards and those that increase the board size after listing are found to perform better in the long-run. However, contrary to expectation, smaller boards are associated with a higher likelihood of equity reissuance. Overall, the results lead us to question the role played by the board of directors in signalling firm quality. Our findings also suggest that ASX’s best practice recommendations are likely to distort the market-driven practices already in place.
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Toscano, Roberta. "Board members’ attitudes to CEO arrogance". Diss., University of Pretoria, 2012. http://hdl.handle.net/2263/23055.
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As a CEO assumes an important role in an organization, his or her personality, with emphasis on arrogance, may affect a multitude of board members’ attitudes. This study gauges the effect of CEO arrogance on board members’ attitudes, which includes the engagement; cohesiveness; collaboration; job satisfaction; consensual decision making and desirability of the CEO. This investigation drew from existing literature that personality traits affect a leaders’ effectiveness in terms of group performance and followers’ satisfaction (Avolio, Gardner, Walumbwa, Luthans&May, 2004). Through experimental design, actual board meetings were simulated and CEO arrogance was manipulated, mainly by adapting the indicators from the Arrogance Scale in the Workplace developed by Johnson et al. (2010). Experiments were conducted in samples of MBA students and senior management consultants of roughly similar demographics. The findings confirmed that CEO arrogance has a detrimental effect on all the board members’ attitude. Arrogance accounted for almost 60 per cent of the board members’ attitudes ratings. This study is confirms that an arrogant CEO negatively affects the board member dynamics which are essential in maintaining an effective board. This urges the organizations to acquire non-arrogant CEOs to improve the organisation’s productivity. Alternatively, an organization can consider alternatives to dilute a CEO’s arrogance.Dissertation (MBA)--University of Pretoria, 2012.
Gordon Institute of Business Science (GIBS)
unrestricted
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Rogers, Meredith Australian Graduate School of Management Australian School of Business UNSW. "Contingent corporate governance: a challenge to universal theories of board structure". Awarded by:University of New South Wales. Australian Graduate School of Management, 2006. http://handle.unsw.edu.au/1959.4/23024.
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Agency theory proposes that the role of the board of directors is to control management (Fama & Jensen 1983). A structurally independent board, one with a high percentage of non-executive directors and a chairperson who is not the CEO, has been used as a proxy for the control role. Therefore, agency theory predicts a positive relationship between independent board structure and firm performance. These predictions have not been confirmed by meta-analytic reviews (Dalton, Daily, Ellstrand, & Johnson 1998; Rhoades, Rechner, & Sundaramurthy 2000). This thesis applies structural contingency theory to provide an alternative explanation for the relationship between board structure and firm performance. Structural contingency theory (Donaldson 2001) proposes that the relationship between an organization???s structure and its performance is moderated by contingencies. In this study the contingency is the salience of the board???s control role. I argue that structural independence of the board has a beneficial effect on performance only if it is in fit with control salience. For example, a firm with an independently structured board that gives high prominence to the control role will perform well. On the other hand, another firm with a less independently structured board that does not see its main role as controlling management will also prosper. Survey data were analyzed to measure the control salience for 98 Australian listed companies. Archival data provided measures of board structure and firm performance. Consistent with the meta-analytic reviews, there was no association between independent board structure and firm performance. There was some evidence that high control salience resulted in high performance, but this effect was evident chiefly when performance was measured by total shareholder returns. This may indicate that the share market was responding to the symbolism of high control salience. In contrast to the symbolic main effect of control salience, the fit between the control salience and the independent structure of the board caused increased return on equity. This reflects the board???s objective effect on profit when its structure is in fit with control salience.
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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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Sila, Vathunyoo. "Essays on corporate boards". Thesis, University of Edinburgh, 2015. http://hdl.handle.net/1842/25971.
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This thesis comprises three empirical studies. These studies can be read as though they are independent. However, all three of them revolve around investigating whether and how characteristics of directors can affect firm-level outcomes. The first study – “Does gender diversity affect firm equity risk?” – systematically investigates whether gender diversity in the boardroom influences firm equity risk. To identify the causal effect of gender on risk, I employ a dynamic model which allows for the possibilities that risk can influence the gender of appointed directors and that both director gender and risk can be influenced by other unobserved firm-level factors. The overall results in this study do not support the view that female boardroom representation influences equity risk. I also show that findings of a negative relationship between the two variables are spurious and driven by unobserved between-firm heterogeneous factors. The second study – “Spillover effects of women on boards” – introduces an alternative way of looking at boardroom gender diversity. The definition of boardroom gender diversity is broadened to include female directors who do not sit on the board but are connected to the board through male directors or “external” female influence. This is in addition to the “internal” influence of female directors inside the board. I find that when both external and internal influences of female directors are considered, there is evidence supporting a link between gender diversity and firm risk and that a plausible channel by which gender affects risk is through more effective monitoring. Male directors are less likely to exhibit absenteeism when they are exposed to both external and internal female influence. CEO turnover sensitivity increases with the proportion of male directors who are externally connected to women, when there is at least one female director inside the board. Risk also increases with the proportion of these connected men when they work on a board with at least one woman. The findings suggests that female directors can exert influence on firm-level outcomes despite their minority status in the boardroom. The third study – “Independent director reputation incentives and stock price informativeness” – examines whether the reputation incentives of independent directors increase the incorporation of firm-specific information into stock prices. I find that the proportion of directors who deem their directorships to be more important based on firm market capitalization is associated with higher firm-specific information content in stock prices. This is consistent with the argument that boards that are incentivized to protect their reputation can deter managers from withholding information. I find this relation to be stronger when other external monitoring mechanisms are weak and when there is uncertainty regarding the future prospects of the firm. I also find evidence that a channel by which directors can influence stock price informativeness is through voluntary disclosure. Additionally, the presence of directors with high reputation incentives is negatively associated with stock price crash.
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Van, Heerden Lodewyk. "Corporate governance - appraising board performance". Thesis, Stellenbosch : Stellenbosch University, 2005. http://hdl.handle.net/10019.1/50305.
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Thesis (MBA)--Stellenbosch University, 2005.ENGLISH ABSTRACT: Picture the scene: It's Monday morning and the main article in Business Day is headlined ·Company X Board is under investigation for not diclosing the truth about its financial wellbeing". In recent times life has been very messy and difficult for many boards, but many of them are in a better position to direct their organisation and to add real shareholder value. A sequence of events triggered board changes in organisations. Many boards have realised over the last few years that the rules for direction-giving have changed. The need for accountability is high, the status quo needs to be challenged and sound strategic thinking is critical in their decision-making. Boards need to establish a performance culture with the correct people, equipped with the necessary competencies and capabilities. Leading shareholders demanded board appraisals to evaluate the continuous underperformance of board structures and processes. Some of the questions asked are, if the board is effective as a group to meet the organisation's purpose and if they can monitor the external and internal environment effectively. It is also asked whether the skills and competencies of individual members are sufficient to enable them to fulfill their risk assessment and decision-making director roles sufficiently. Board members must understand their roles to evaluate their personal development and board needs. Boards must ensure a process for appropriate development plans for their individual directorial duties. They need to define which essential strategic decisions are made during the various administrative and information sharing meetings. The annual cycles of boards are important, as is the need to check that all accountabilities are on track. This feedback does not merely concern financial matters. It is important to evaluate strategic decisions to ensure that they are carefully measured against the targets set at the beginning of the year. Many boards have adopted a triple bottom line approach, measuring their financial performance, physical environment and social responsibility reports against agreed targets. These targets need to be incorporated in a board scorecard which will graphically depict the board's value-adding activities. These scorecards will give any board an indication of its effectiveness. Boards have accepted evaluation processes and have gone through a steep learning curve in developing and implementing them. There are numerous approaches to evaluate board performance. Each board must decide whether it is better to do a peer level evaluation, outside evaluation or follow the bottom-up approach. Formal board evaluations have given boards more credibility and have helped to identify gaps in the development of board members. Boards must be developed to become more competent at direction-giving, ultimately in order to contribute to the effectiveness of the organisation. Boards must continue to drive the organisation ahead, while keeping it under control. Board members must realise that their ultimate tests are business effectiveness, in that they must add shareholder value to the balance sheet, and business efficiency, referring to the improvement realised on the profit and loss accounts.
AFRIKAANSE OPSOMMING: Stel jouself voor : Dit is Maandagoggend en die hoofartikel in Business Day is as volg: "Daar is 'n ondersoek gelas na Maatskappy X se kredietwaardigheid rakende hulle finansiele welstand." Direksies oor die laaste paar jare was in 'n warboel. Ons vind tans dat organisasies beter gelei word en dat welvaart geskep word vir alle aandeelhouers. Heelwat faktore het aanleiding gegee dat direksies verander het. Die reels om leiding te gee het verander: direksies moet meer aanspreeklikheid neem, die status quo word meer bevraagteken en goeddeurdagte strategiese denke is almal bydraende faktore. Direksies moet streef om 'n prestasie-kuItuur te vestig met lede wat oor die nodige vaardighede en vermoens beskik. Aandeelhouers dring aan dat direksies se prestasie beoordeel moet word. Tipiese vrae wat gevra word is: is die direksie effektief as 'n groep om die organisasie se primere doel na te streef en kan hulle die interne en eksterne faktore effektief monitor? Individuele direksielede moet oor die nodige bevoegdhede beskik om voldoende risk-analise en direksie-besluitnemings uit te voer. Direksielede moet hulle onderskeie ontwikkelingsrolle verstaan. Dit moet duidelik gedefinieer word watter kritiese strategiese besluite word by watter vergaderings geneem. Jaarlikse siklusse vir direksies is belangrik, dit stel hulle in staat om te evalueer of al die strategiese besluite wat geneem is, uitgevoer is teenoor die ooreengekome doelwitte. Direksies evalueer meestal hulle finansiele prestasie, fisiese omgewing en sosiale verantwoordelikheid teenoor ooreengekome doelwitte. Hierdie doelwitte word meestal ingesluit in die organisasie se telkaart. Die doel van die telkaart is om vir direksies 'n aanduiding te gee of hulle effektief is of nie. Baie direksies het een of ander vorm van evaluasie geimplimenteer. Daar is verskeie benaderings om direksie-prestasie te evalueer. Elke direksie moet self besluit watter benadering is die mees geskikte - eksterne evaluering of "peer to peer" evaluering. Formele evaluering gee meer kredietwaardigheid aan die proses en help ook met die identifisering van ontwikkelingsmoontlikhede. Direksies moet fokus op ontwikkeling sodat hulle meer bevoeg kan raak om beter leiding te gee in die organisasie. Direksies moet onthou dat die bepalende toets is besigheideffektiwiteit, waar aandeelhouer-waardetoevoeging gemeet word en of daar verbeterde besigheidsdoeltreffendheid op die wins en verliesrekening is.
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Chan, Chi-hung, i 詹啟弘. "On Duties Conflicts Between Independent Directors and Board of Directors". Thesis, 2013. http://ndltd.ncl.edu.tw/handle/02867638501280158170.
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碩士東吳大學
法律學系
101
The research aims to study company governance and board of directors system. It not only discusses the related legal system of United States and United Kingdom, butalso presents the current legal system and the case studies of legal practice in Taiwan for a better understanding on the above-mentioned systems. First of all, I explain the motivation, purpose, methodology, scope and essay structure of this study in Chapter 1. In Chapter 2, I describe the content and the characteristic of company governance theory, including separation of ownership from management, effective internal control and independent directors and discuss the legal systems in the US and UK. Then, I analyze the problems of the judicial and administrative opinions in Taiwan and discuss the current legal system and different features of independent directors and board of directors in Chapter 3; I also describe the principle of separation of rights and power in this chapter. In Chapter 4, I list the conflicts and problems between current legal system and the practices in Taiwan, and try to analyze the divergence of the regulations and the judicial and administrative opinions in Taiwan. In Chapter 5, I summarize the keynotes of all chapters and propose the revision process of independent directors and board of directors; this is also the main purpose of this study.
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高右佳. "Does board gender diversity improve self-interested board of directors?" Thesis, 2016. http://ndltd.ncl.edu.tw/handle/90367344530072493572.
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陳芳玲. "The relationship between board structure and self-interested board of directors". Thesis, 2016. http://ndltd.ncl.edu.tw/handle/21172456598307709016.
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碩士逢甲大學
金融碩士在職專班
104
This study investigates the relationship between board structure and directors compensation of fat cat company, this study collected the research samples of self-interest board of directors which is “the company of net loss with increasing board payment” listed in Taiwan Stock Exchange from 2009 until 2014.We divide the research samples into three types:the whole industry, electronics industry and non-electronics industry as comparative analysis.The research total samples is 426 observations.The empirical results of the electronics industry samples show that the higher ratio of shareholding of directors and supervisors, the lower directors compensation ,the lower degree of self-interest directors and supervisors.The higher ratio of independent directors, the higher directors compensation.The empirical results of non- electronics industry samples show that the greater of board size, the higer directors compensation,the higer degree of self-interest directors and supervisors. The higher ratio of the chairman of the firm is also its president, the lower directors compensation,the lower degree of self-interest directors and supervisors.
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Huang, Yenyu, i 黃燕玉. "Outside directors, board independence, and shareholder wealth". Thesis, 2004. http://ndltd.ncl.edu.tw/handle/96338919630483725689.
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碩士國立臺北大學
會計學系
92
Management plays a dominant role in selecting outside directors, inviting skepticism about independent outsiders’ ability to make independent judgments on firm performance. This study is first to examine the wealth effects accompanying appointments of independent outside directors by companies. And also to examine independent outside directors of any particular occupation are more or less valuable than others. The first initial data set includes all United Daily, China News, and TSEC announcements of the appointment of independent outside directors and the TEJ daily stock returns data base over the 2002-2004,6 period. The final sample consists of 70 independent outside director announcements. This study use standard event-day methodology to measure abnormal returns in order to examine the wealth effects accompanying appointments of independent outside directors by companies. To explore the issue of independent outside directors occupation, this study use cross-sectional regression to examine whether abnormal returns are related to a director’s primary occupation. My examination of wealth effects surrounding independent outside director appointments finds significantly positive share-price reactions. The results are consistent with the hypothesis that independent outside directors are chosen in the interest of shareholders. The empirical results indicate that the appointment of independent outside directors is accompanied, on average, by significantly positive excess returns, even though most boards are numerically dominated by insiders before appointment. In addition, my examination of independent independent outside directors of any particular occupation are more or less valuable than others. The empirical results indicate that the coefficient for financial outsiders is significantly greater than two other occupations. The results are consistent with the hypothesis that independent outside directors of any particular occupation are more valuable than others.
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Su, Chia-hui, i 蘇佳慧. "Family Ownership, Board of Directors, and Internationalization". Thesis, 2008. http://ndltd.ncl.edu.tw/handle/93296203545891719899.
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碩士國立中央大學
企業管理研究所
96
The purpose of this paper is to examine the impact of family characteristics and board characteristics on internationalization. We collect data from listed firms in Taiwan between 2001 and 2006, and use panel data regression models for analysis. The results, with the numbers of operational country as the proxy of internationalization, show that compared with non-family business, family business has lower level of internationalization; firms with higher deviation between control right and cash flow right is, higher outside director percentage, duality have more operational countries. By contrast, firms with longer average tenure of directors and higher external connections of outside directors have fewer operational countries. When using foreign sales/ total sales as the proxy of internationalization, we find that family businesses with family CEO, larger board size have lower the foreign sales. To the contrary, those with more abundant outside directors have higher foreign sales. The overall research results show that family ownership and board characteristics are important factors to decide the level of internationalization.
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Wong, Jhong-Sin, i 翁仲信. "Overpaid Board of Directors and Financial Restatements". Thesis, 2016. http://ndltd.ncl.edu.tw/handle/02325362536337598777.
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碩士國立雲林科技大學
財務金融系
104
In this study, the domestic market, OTC and TSE companies as research object, from 2006 to 2013 according to the number of samples for the study of 110 companies restated, comparing no restate in 110 companies. The financial statements restated according to different situation divided , and then on the salary of directors and supervisors MOPS disclosed intersected using Logistic model to investigate what people are . The results found that overpaid the company's directors and supervisors earnings higher restatements probability, and evidence that the ROA (return on assets) was significantly negatively correlated, meaning when the company deficit, the company's directors and supervisors for their own interests and earnings restated.