Dissertations / Theses on the topic 'Directors of corporations, great britain'

Literature on the divorce of ownership from control has emphasised the declining proportion of shares owned by salaried managers who control large companies. Because these salaried managers have negligible proprietarial interest in the companies they manage, some writers have suggested that they will have different motives to owner-managers. In particular, managers' direct pecuniary interests may cause them to pursue company growth at the expense of profit, for managers' salaries tend to be related to the size of the companies which they manage rather than the profitability of those companies. These alternate motivations were incorporated in various managerial theories of the firm developed in the late 1960's which emphasised company growth as a key objective. An investigation of the shareholdings and salaries of the directors of major British companies confirms that the proportion of total shares held by company directors has fallen over the years, though it is argued that shareholdings are still large enough to allow directors to exercise effective control over their companies. In addition, while the proportion of total shares held by directors is small, these shareholdings are often large in absolute terms and constitute a significant source of directors' income, though the size of directors' shareholdings varies considerably between industries. Combined dividend income and capital appreciation of shareholdings match the remuneration which directors receive as salary income. It is argued that these profit-related income elements are sufficiently large to cause directors to attach priority to profitability goals. This proposition is explored through statistical analysis of the relationship between directors' remuneration and company performance. Regression results show that as the definition of directors' remuneration is broadened to include dividends and capital appreciation as well as salary, company size variables diminish in importance as determinants of remuneration and profitability variables predominate. Managers do have an incentive to pursue profitability.

Despite an increasingly rich historiography detailing the economic, cultural, and political development of eighteenth-century provincial towns, governance and politics under the municipal corporation has received little recent attention. For the most part, a conventional view prevails holding that the corporations were increasingly corrupt, under-resourced and institutionally obsolete. The rise of statutory authorities and other forms of government are seen as evidence of the ineffectiveness of the old corporate regimes. This thesis attempts to understand what sort of role the static, institutionally ossified municipal corporation was able to play in within a community undergoing important social, cultural, and economic changes over the course in the eighteenth century. In the case of Ipswich, Suffolk, it is argued that while the ancient Corporation did not function in accordance with modem standards of bureaucratic effectiveness and democratic openness, it nonetheless played central role in the life of the community. As an instrument of for the regulation of trade and the maintenance of commercially vital infrastructure, the Corporation operated with great effectiveness until the last decades of the eighteenth century. Moreover, in contending with the problem of poverty, the town's leaders were able to co-ordinate parochial relief with considerable resources they directly controlled. The community was not subject to the tyranny of an unresponsive oligarchy nor dominated by its wealthiest members. The Ipswich Corporation's particular institutional structure and the town's developing political culture meant that domination of the senior offices by a narrow elite grew increasingly difficult. Moreover, the negotiation of power relations and the place of the Corporation in the life of the community must be understood within the context of the participation of a broad cross-section of the community in various aspects of government and politics. For most of the eighteenth century the Corporation was able to function effectively and provided various means of participation in its affairs for a wide spectrum of the community. By the 1780s, however, a contentious politics had developed which exploited institutional weaknesses and financially undermined the corporate regime. The Corporation's success depended on its pre-eminence and the cohesiveness of its governing elite. The increasingly profound loss of the later gradually undermined the former. This opened the way for other forms of public authority whose principles, methods, and very existence undermined the ancient Corporation in the early nineteenth century.

Two beliefs drove this dissertation to be centered on the analysis of the UK corporate disclosure (CD) related to global climate change (GCC). Firstly, GCC is the most significant environmental concern of our current age (IPCC, 2001; Stern, 2006; IPCC, 2007). Secondly, CD could illustrate the values of organizations and possibilities for changing organizations’ responsibility regarding to GCC (Gray et al., 1996; Bebbington and Larrinaga-Gonzalez, 2008; Bebbington et al., 2009). This study utilizes content analysis as its principal method and seeks to achieve its goal by way of a two investigations. The first investigation focuses on disclosures made by direct participants’ (DP) in the UK Emissions Trading Scheme (UK ETS). It captures GCC disclosures from both stand alone (SA) and annual reports (AR) during 2000 - 2004. This part of the study explores if joining the UK ETS changed GCC disclosures. This is tested on both a longitudinal and matched pair (MP) basis. An analysis using institutional theory suggests that instruments of environmental policy may influence GCC disclosures. Results showed that DP increased GCC disclosure, especially in the AR where mainstream business rationale is accepted. MP disclosures, in contrast, focus on the SA media and on different topics than DP disclosures. AR and SA both contain CD, but in this study they showed different patterns of disclosure and therefore may constitute different disclosure media. The second investigation suggests a method to compare GCC disclosure for a sample of DP and MP, using three different media: carbon disclosure project (CDP), AR and SA. Analysis shows that GCC disclosure did not provide sufficient information to compare GCC initiatives and disclosures. Despite the fact that organizations have similar characteristics in terms of sector, size and origin country, they showed different views on GCC issues and this may partially explain differences on GCC initiatives and disclosure.

Thesis (MAcc (Accountancy))--University of Stellenbosch, 2005.
The fact that investors increasingly invest in companies from another country than the investor himself and the consequential globalisation of capital markets, resulted in the European Parliament and Council (EP) accepting Regulation No. 1606/2002 during 2002. The consequence of the regulation was that uniform accounting standards had to be implemented throughout the European Union (EU). The accounting standards that were accepted, are the International Financial Reporting Standards (IFRS) (previously known as International Accounting Standards (IAS)). The regulation further determined that the effective date of this required compliance with IFRS was 1 January 2005. At the time when the regulation was accepted, most companies that were listed on the JSE Securities Exchange of South Africa (JSE) still prepared their financial statements in accordance with South African Statements of Generally Accepted Accounting Practice (South African SGAAP). The implication of the acceptance of the regulation by the EP was that in the event that a company was not only listed on the JSE but also on a stock exchange in the EU, the financial statements of that company would have to be prepared in accordance with IFRS. In this study two groups of companies were selected for evaluation. The one group consists of companies with a primary listing on the JSE and a secondary listing in the EU (first group) and the other group has a primary listing in the United Kingdom (UK) and thus the EU, with a secondary listing on the JSE (second group). The purpose of the study is to identify the implications of the acceptance of abovementioned regulation on the financial reporting of the selected companies. Firstly, a study was made of the differences between the Generally Accepted Accounting Practice of the United Kingdom (UK GAAP) and IFRS. The reason for this largely relates to the fact that there are still substantial differences between these two sets of accounting standards. No such study was conducted in respect of differences between South African SGAAP and IFRS as South African SGAAP was completely replaced by IFRS during 2004 and hence no differences exist any more. The only exception relates to the 500 series of standards that are unique to South Africa. There are, however, only two issued standards in this series and hence no further attention was paid to that. Hereafter the 2002 financial statements of all the selected companies were evaluated by measuring it against an IFRS disclosure checklist for 2002. The purpose was to identify the extent to which the selected companies comply with IFRS by focusing on the areas with regards to which they do not comply with IFRS. It was found that the companies of the first group largely fail to comply with IFRS in respect of matters of disclosure, whilst the second group of companies sometimes also, in their application of recognition requirements and measurement guidelines, used different practices to those suggested by IFRS. This was largely attributable to the fact that there are substantial differences between UK GAAP and IFRS, whilst South African SGAAP and IFRS already were very similar until recently. Consequently, questionnaires were sent to interested selected companies in which they could give feedback on their level of awareness and perceptions of the required transition to IFRS by 2005 as well as the procedures that they have followed or will follow in their process of transition to IFRS. Fourthly the 2003 financial reports of the selected companies were evaluated for compliance with IFRS by measuring it against the IFRS disclosure checklist that would be applicable on their 2004 financial periods. This was done in order to determine whether the selected companies showed any progress in their level of compliance with IFRS. This process also identified which IFRS, which were issued during 2003/2004, will be applicable on the 2004 or later financial periods of the selected companies, as these are further areas that will demand the attention of the selected companies in their process of becoming IFRS compliant. It was found that all selected companies showed rather little progress in their level of IFRS compliance. It is however concerning that even though South African SGAAP were previously very narrowly aligned with IFRS, the companies of the first group still fail to comply with fairly simple disclosure requirements. It would thus appear that they do not take the process of transition to IFRS serious enough. The fact that the second group of companies also did not make much progress can still be justified by the fact that UK GAAP were not aligned closer to IFRS during 2003 and most of the selected companies were still busy with the planning process for the transition to IFRS. It is expected that the financial statements of these companies will display substantial progress in their 2004 financial periods. Finally the compliance mechanisms were studied in order to determine which processes are in place to ensure that companies will indeed comply with IFRS. This study was done in respect of the EU, the UK and South Africa. All three these regions either already have or will have bodies in the near future that will have the task of evaluating the financial statements of listed companies for IFRS compliance. The conclusion is however that as a result of the negative consequences of noncompliance with IFRS sufficient factors do exist that will motivate companies to fully comply with IFRS. In addition, the listing requirements of the JSE has changed and financial reporting in accordance with IFRS is now a requirement.

This thesis comprises three studies on CEO compensation in the UK. It specifically examines the role of CEO defined-benefit pensions, compensation consultants and CEO stock options. Firstly, research on the role of executive pensions is still at a stage of infancy due to data difficulties (Sundaram and Yermack, 2007). By taking advantage of better disclosure requirements with the introduction of Directors’ Remuneration Report Regulations (DRRR) in 2002, this thesis examines the determinants and effects of CEO defined-benefit pensions. Consistent with rent extraction hypothesis (Bebchuk and Fried, 2005; Kalyta and Magnan, 2008), it finds that pensions are largely determined by CEO power over boards of directors. There is no evidence that pensions reduce the agency cost of debt as suggested by Edmans (2008) and Sundaram and Yermack (2007). Instead they increase the agency cost of equity by discouraging CEO risk-taking and reducing pay-performance relationship. Consistent with the argument in Gustman et al. (1994), Ippolito (1991) and Lazear (1990), this thesis also finds that pensions do bond a CEO to the firm she manages. Secondly, because of the lack of disclosure regarding compensation consultants used by companies, the empirical evidence is so far limited on how the practice of employing compensation consultants influences CEO pay. By taking advantage of better disclosure requirements since the publication of the DRRR (2002), this thesis examines the effect of using compensation consultants on CEO pay. Unlike Murphy and Sandino (2008), this thesis finds no evidence that firms use multiple pay consultants to justify or legitimize higher CEO pay. In light of the managerial power theory, this thesis instead finds that pay consultants are more concerned with the risk of losing business with their client firms. This latter finding explains why the use of pay consultants is associated with greater executive pay (see Armstrong, Ittner and Larcker, 2008; Cadman, Carter and Hillegeist, in press; Conyon, Peck and Sadler, 2009; Murphy and Sandino, 2008; Voulgaris, Stathopoulos and Walker, 2009). Thirdly, despite the importance of the issue, the existence of a link between the CEO stock options and earnings management is currently understudied in the UK. The UK context is appealing because of two distinctive corporate governance features that limit opportunistic earnings management. These are the absence of CEO duality in general (Cornett, Marcus, and Tehranian, 2008) and the increased outside director’s membership on boards since the publication of the Cadbury Report (1992) (Peasnell, Pope, and Young, 2000). By examining earnings management prior to stock option grant and exercise periods, this thesis adds to the study of Kuang (2008) that examines earnings management during stock option vesting periods. Overall, some evidence has been found that earnings are managed downwards prior to stock option grant periods. Consistent with the US-based studies, this thesis finds strong evidence of upward earnings management prior to a stock option exercise period. It shows that the UK’s distinctive governance features have not restrained opportunistic earnings management prior to stock option grants and exercises. In brief, this thesis provides some empirical evidence that the use of two pay components in the CEO pay package, namely, the defined-benefit pensions and stock options, do not necessarily promote CEO-shareholder interest alignment. The use of pay consultants in CEO pay-setting is also fraught with managerial influence. In support of the managerial power theory, I therefore suggest that these three factors can be abused by CEOs to extract excess compensation at the expense of shareholders. In this context, these three factors can themselves be considered as the sources of the agency cost. Future research might examine the mechanisms that can be deployed to govern the use of defined-benefit pensions, stock options and pay consultants in CEO pay design.

The study examines the level of quantity and quality of Key Performance Indicators (KPIs) reporting for a sample of FTSE 350 UK listed companies over the period (2006-2010). Furthermore, it identifies the determinants of KPIs reporting and investigates its impact upon firm value. Based upon the guidance of the best practice recommended by the Accounting Standard Board (2006), the study develops a measure of disclosure quality by considering the main qualitative attributes of information which, arguably, makes KPIs information more useful to stakeholders. The distinction between disclosure quantity and quality in the study enables the researcher to get greater insights into the drivers and implications of KPIs reporting quantity and quality. The study finds a variation between UK firms in the number of KPIs disclosed with a notable low level of reporting quality, especially for non-financial KPIs. It also finds that corporate governance mechanisms play an important role in improving KPIs reporting. In particular, it shows that directors’ compensations affect the quantity and quality of KPIs disclosure. Furthermore, the study provides evidence that quantity and quality of KPIs disclosure are not derived by the same factors, and both have different impacts on firm value. Whereas, the study finds a negative association between the numbers of KPIs disclosed and firm value, a non-significant relationship is reported between KPIs reporting quality and firm valuation. Overall, this study provides evidence that disclosure quantity is not a good proxy for disclosure quality.

This study investigates the causes and consequences of acquisitions primarily foreign acquisitions undertaken by UK publicly listed firms. Firm- and country-specific factors are found to influence the propensity to acquire and the location of the acquired subsidiary. Indicators of a firm's organisational experience, such as firm size, profitability, and its investment history, increase the probability that an acquisition (relative to no acquisition) is undertaken. Larger and more profitable firms are also more inclined to invest abroad (rather than at home), as are firms engaged in RandD activities. In choosing among foreign locations, an increase in country-specific uncertainty (proxied by exchange rate and stock market volatility) deters a firm from investing in that location. Likewise, at the firm level, uncertainty is found to discourage a firm from acquiring (relative to not acquiring), and to deter an acquirer from undertaking a foreign (relative to a domestic) acquisition. Based on changes in industry-adjusted profit levels, acquiring firms in general perform poorly after making large foreign acquisitions. However, examining profit variability reveals interestingly that firms more likely to experience a decline in profit levels are also more likely to enjoy a reduction in profit variability, and vice versa, which suggests that a risk-return tradeoff could be a consideration when acquisitions are undertaken. When acquisition performance is evaluated on the basis of a firm's share price response to its acquisition announcement, the event study shows no evidence of negative performance. Resolving this discrepancy between the two performance measures leads us to examine the reliability of the stock market as an indicator of acquisition outcomes. On the one hand the immediate stock market reaction has some ability to predict a firm's postacquisition performance, while on the other post-acquisition stock returns are shown to be not completely consistent with market efficiency.

This thesis examines approaches to international human resource management by Taiwanese MNCs located in the UK. A range of international human resource management models are discussed, from the universalist paradigm originating in the US to more contextual models, particularly those emphasising the impact of culture. The key elements of Chinese culture and their application to management are reviewed Interview and questionnaire data is drawn from 32 Taiwanese companies operating in the UK in the manufacturing and financial services sectors, and is analysed using SPSS and NVivo packages. Key findings include that the cultural origin of Taiwanese managers remains crucial in the way they manage UK subsidiaries. The small size of the Taiwanese companies also influences their internationalisation and international human resource strategy. In addition, there is a sectoral difference in the different HR practices being adopted. Japanese MNCs have been the only non-western MNCs to have been studied in depth. Although the Japanese and Chinese have been said to share a similar culture, they are shown in this thesis to adopt different techniques to achieve their HRM goals. It is concluded that many goals similar to those of western models of HRM can be found in Taiwanese MNCs, but achieved through different HR practices, for example, group reward rather than individual reward for commitment. It is suggested that conventional HRM frameworks fail to readily explain companies of non-western origin and the thesis tries to develop an IHRM model suitable for Chinese MNCs. Following strong economic development in China, research on Taiwanese MNCs can contribute to future perspectives on Chinese internationalisation and management transfer.

Within two months of its emergence, the BP Gulf Oil spill had become the worst environmental disaster in United States history. However, for those studying public relations the oil spill brought more than ecological disaster, by providing a case study of crisis communication. Although there were a number of crisis responses from BP throughout the course of the oil spill, the primary crisis response crafted by BP was an image restoration campaign which premiered in early June 2010. This campaign, though it exhibits qualities of a standard crisis response, was wildly unpopular with the United States Government and citizenry. This rhetorical analysis attempts to uncover the reasons behind the campaign's failure through an application of the genre model of criticism. By defining the crisis communication genre and applying it to the artifact, the current study uncovers the reasons behind the failure of the campaign. Through this discussion, this analysis identifies that BP did not address all necessary exigencies, nor did it consider the influence a rhetor can have on a message. An explanation for the failure of BP' s campaign provided a plethora of implications to the fields of public . relations and rhetorical criticism, while beginning a discussion to help define the crisis communication genre.

Company directors, being human, may be tempted to promote their own interests rather than those of the companies on whose boards they serve. Directors are subject to a number of legal duties. A director has a fiduciary duty to act in good faith and in the best interests of the company. A number of other duties flow from this duty such as the duty to avoid a conflict of interests. The duty of a director not to appropriate a corporate opportunity belonging to the company of which he or she is a director, also flows from the duty to avoid a conflict of interests. The common-law duties of directors which have their origins in English law, have developed over a number of years. Because of the difficulty that directors had in establishing what their duties were, a number of jurisdictions embarked on a process of codifying or partially codifying these duties. South Africa, Australia and England are three countries that have promulgated legislation which has resulted in the codification or partial codification of directors’ duties. The purpose of the codification or partial codification of directors’ duties was firstly to clarify the duties of directors, and secondly to make the duties more accessible to those affected by them – the directors of companies. In South Africa the Companies Act 71 of 2008 has partially codified the duties of directors. Because directors’ duties have only been partially codified there is uncertainty regarding their scope. This dissertation will focus on the possible effect of the 2008 Companies Act on the duty of a director not to take a corporate opportunity falling to the company. In this dissertation I address two issues involving the effect of the 2008 Companies Act on the duty of a director not to appropriate a corporate opportunity belonging to the company. Firstly, I consider whether the partially codified directors’ duties are wide enough to cover issues involving the appropriation of corporate opportunities. Secondly, I consider the appropriate common-law test or tests to be applied in determining whether, in the specific circumstances, an opportunity should be classified as a corporate opportunity. In considering whether the partially codified duties of directors are wide enough to include the corporate-opportunity rule, I compare the approach to corporate opportunities and the corporate-opportunity rule in South Africa, Australia and England.
Mercantile Law
LL.M. (Corporation Law)

Climate change has attracted increasing awareness among the public because of its adverse effects on the environment. The negative implications of climate change also have consequences for firms, including increased expectations for better carbon mitigation and performance. In response to social pressures, a growing number of firms are producing carbon disclosures, but unlike financial disclosures, these statements do not require mandatory assurance. Even so, there is a growing demand for credible carbon emissions that can be best met by carbon assurance. Carbon assurance is a practice in which an independent third party verifies that carbon disclosures reflect the true nature of a company’s carbon emissions. This process is expensive, and because it is loosely regulated, firms can engage various providers, such as accountants or environmental consultants. Although it is a voluntary process, an increasing number of firms are adopting carbon assurance. However, a limited number of studies have examined this topic. These studies have identified a demand for credible emissions and social and stakeholder pressures as key influences on firms’ adoption of carbon assurance and choice of provider but have not regularly examined other factors, such as board characteristics and compensation. Therefore, driven by the scant literature, this study empirically investigates the determinants of firms’ decisions to assure their emissions and their choice of provider using a sample of 1,092 firm-year observations from firms in the United Kingdom that responded to the CDP (formerly the Carbon Disclosure Project) over the 2010–2018 period. This study considers factors that have thus far only been examined in a limited context, if at all, in relation to carbon assurance. These factors include gender diversity on the board, the presence of a corporate social responsibility (CSR) committee, duality, board function, director and executive compensation, and carbon intensity as possible determinants of assurance adoption. This study facilitates understanding of board characteristics, compensation, and carbon intensity as determinants of both the decision to adopt assurance and choice of assurance provider. It also provides valuable information for policymakers, regulators, and accounting educators by providing further information on the emerging practice of carbon assurance.

The Companies Act of 71 of 2008 makes a number of important changes to the rules relating to capital maintenance. In line with the objectives of the Companies Act of 71 of 2008, section 44 of the Act has removed the prohibition on the provision of financial assistance by a company which was contained under the previous section 38 of the Companies Act 61 of 1973. Despite the repeal of the prohibition, a transaction which involves the provision of financial assistance by a company for the acquisition of or subscription of its own securities still needs to be effected in accordance with the requirements and conditions that are provided under the Act and Memorandum of Incorporation. To explore the new developments, within this study, the provision of financial assistance in terms of section 44 of the Companies Act of 2008 is, therefore, analysed in detail. On the other hand, the UK Companies Act of 2006 repealed the prohibition on the giving of financial assistance by private companies in most circumstances. It, however, retained the prohibition to public companies only because of the requirements of the Second Company Law Directive (77/91/EEC). This study also explores the rules of financial assistance by a company under the UK Companies Acts in detail. Though the source of financial assistance by a company both in South Africa and in English Company laws is rooted in the English decision of the Trevor v Whitworth case, currently these countries have adopted what is deemed appropriate and significant in their own countries. This study, therefore, examines and compares the rules governing the provision of financial assistance by a company in the company laws of these two countries.
Mercantile Law
LL.M. (Commercial law)

This diploma thesis deals with the disqualification of directors. With regard to the proclaimed inspirational source from the United Kingdom, the work is focused on comparing the British legal framework with its Czech counterpart. Certain theories and methods presented in comparative literature are used for this comparison, especially the theory of legal transplants and the functional method. The work is divided into five parts, including the introduction and the conclusion. Firstly, the theoretical starting points and the objectives of the work are presented, followed by the part devoted to the British legislation and subsequently followed by the part devoted to the Czech regulation, which also contains aforementioned comparison. Last ones are the chapters devoted to answering the research questions and conclusion. In the section on British legislation, emphasis is placed on the grounds for disqualification, especially on the disqualification for unfitness. There are described main features of the regulation, which are relevant for the Czech legislation. In the part devoted to Czech version, the emphasis is also put on the grounds for disqualification, the past development of regulation in the Czech Republic and the personal scope of the disqualification. Czech legislation is also analytically...

Defence date: 8 October 1987
Examining board: Prof. Vincent Wright, Nuffield College ; Prof. Yves Morvan, University of Rennes ; Prof. Julien Savary, University of Toulouse ; Prof. Stephen Young, Strathclyde University
PDF of thesis uploaded from the Library digitised archive of EUI PhD theses completed between 2013 and 2017