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Lipman, Trevor. "The role of the independent non-executive director in Australia." Doctoral thesis, Australia : Macquarie University, 2008. http://hdl.handle.net/1959.14/28880.
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Thesis (DBA)--Macquarie University, Graduate School of Management, 2008.<br>Bibliography: p. 275-289.<br>Company directors have been in existence for more than four hundred years. In the past, they were considered to be a necessary part of corporate existence, and were usually appointed to a board by the CEO or chairman. However, they were usually mates from the 'boys club' and gained their position from whom they knew, and not from what they were capable of contributing. The appointment of independent directors became more normal, as shareholders looked for a way to wrest control back from management. But what independent directors really do and why they are there is not widely understood. A review of the literature relative to independent directors has identified a gap in the knowledge. This gap is the role of the independent director when considered from a commercial aspect; that is, those who observe or write about independent directors. --This thesis has attempted to generate a theory of the role of the independent director through a review of the literature and a subsequent series of interviews. Grounded theory was the chosen methodology for analysing the data and formulating a theory of the role because it allows the researcher to ground the theory in the data instead of establishing a hypothesis and testing it. --The resulting theory is more complex than it first appears. It was found that the primary role of the independent director is to improve the performance of the board and the company. This role is impacted by a number of factors, the two most influential being the information that is available to the independent directors, and the position of the company. This second factor is defined as the size of the company, where it is in its life cycle, and whether it is experiencing any significant change. --These findings enable a number of recommendations to be made to improve policy and practice, recognising the impact of information and company position on the ability of independent directors to contribute positively. It also raises several areas of further study to continue to refine the understanding of the role of the independent nonexecutive director in Australia. These include, among others, investigating the role from other viewpoints such as the board chair or company secretary, or researching the link between company position and information available to independent directors.<br>Mode of access: World Wide Web.<br>xiii, 303 p. ill
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Lai, Brian Y. "Are Independent Directors Effective Corporate Monitors? - An Analysis of the Empirical Evidence in the USA and Canada." Thèse, Université d'Ottawa / University of Ottawa, 2014. http://hdl.handle.net/10393/31018.
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This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors’ monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors.
Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances.
Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation’s shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.
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Jenkins, Kerry Claire. "Outside directors experience and the effect on company value : a South African study." Thesis, University of Manchester, 2013. https://www.research.manchester.ac.uk/portal/en/theses/outside-directors-experience-and-the-effect-on-company-value-a-south-african-study(cba327db-83af-43e2-ab44-e3da8a0bb5a8).html.
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In this thesis I investigate the impact of outside directors experience on company value. I do so by looking at a clear event, company delistings in the time period 2003 to 2011 in South Africa, a country with arguably imperfect institutions. Based on qualitative and quantitative research I am able to establish that director experience is indeed associated with company value. The qualitative analysis is based on semi-structured interviews with over 30 highly experienced, independent non-executive directors who have/had seats on over 150 South African listed company boards. Their responses confirm resource theory dependency and provide information on the nature of experience, its relevance during delisting and under other circumstances, as well as insight into the type of experience lacking on boards in corporate South Africa. The results of this research can be of practical use to nomination committees and has implications for future South African governance code reforms and/or guidelines.
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Mokale, Tebogo. "Does contrarian trading by directors provide a signal to outside investors for future abnormal returns in South Africa." Diss., University of Pretoria, 2010. http://hdl.handle.net/2263/24877.
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Directors of listed companies earn abnormal returns by trading in a contrarian manner. This research report investigated whether outside investors can earn abnormal returns by following director contrarian trades. The returns to directors and outsiders, following a director trade were analysed using the event study methodology. The event study methodology utilised director trading information from SENS announcements on the JSE Securities Exchange, daily share prices, betas and price to book values for the selected companies, and daily all share index prices. The focus of the analysis was the post trade Cumulative Average Abnormal Returns (CAAR), in the 20 days following the director trade. The overall CAAR for all transactions was a statistically significant but economically insignificant 0.43%. When viewed from a transaction type perspective, the CAAR was 0.72% and 0.44% for purchases and sales transactions respectively. This study shows that while directors of listed South African companies do earn abnormal returns, they do not do so while consistently trading in a contrarian manner. In fact, transactions not deemed contrarian generated higher abnormal returns for directors. In addition, the study shows that outside investors do not earn abnormal returns by mimicking directors, and actually, their following of director trades generates the abnormal returns for directors. Copyright<br>Dissertation (MBA)--University of Pretoria, 2011.<br>Gordon Institute of Business Science (GIBS)<br>unrestricted
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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.<br>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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Östberg, Joel, and Jonas Gunningberg. "Board of directors’ relationship to environmental sustainability: Differences between insiders and outsiders : A study of inside and outside board members’ cognition and reasoning when engaging in environmental sustainability issues." Thesis, Uppsala universitet, Företagsekonomiska institutionen, 2014. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-226593.
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The aim of this study is to investigate how inside and outside directors differ in their cognition and reasoning in regards to environmental sustainability issues. The theoretical background derives from a cognitive view and Stakeholder theory. The paper is further based on current research regarding insiders’ and outsiders’ relationship to environmental sustainability. In order to capture the cognition and reasoning of insiders and outsiders, a Think-aloud study was conducted, interviewing a total of 20 board members in the food industry. Results from this study showed that, when faced with environmental issues, outsiders are more likely to request, repeat, ponder as well as clarify the information given. Secondly, outsiders are more likely to consider a long-term perspective. Thirdly, outsiders are more likely to consider an environmental view. Lastly, both insiders and outsiders use analogical reasoning when contemplating around environmental issues. However, insiders are more likely to draw experience from their current position or company while outsiders are more likely to draw experience from outside their current position or company when solving environmental issues.
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Lester, Richard H. "A road less traveled Investigating the outside directors of America's corporate boards /." Diss., Texas A&M University, 2003. http://hdl.handle.net/1969/493.
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Prinz, Enrico. "Les effets des liens personnels interconseils sur la performance de l'entreprise : une analyse comparée entre France et Allemagne." Phd thesis, Université de Bourgogne, 2010. http://tel.archives-ouvertes.fr/tel-00575613.
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Bien que le thème des liens interconseils fasse régulièrement l'objet de discussions supposant un effet disciplinaire négatif du cumul de mandats, l'inventaire de la littérature empirique ne permet pas d'obtenir une image claire concernant l'impact des réseaux d'administrateurs sur la performance des entreprises liées. La divergence des résultats s'explique tant par la mobilisation de grilles théoriques négligeant des éléments importants des liens personnels, que des divers critères utilisés pour mesurer la création de valeur. Dans l'objectif d'obtenir des réponses plus concluantes concernant l'impact du partage d'administrateurs communs sur la création de valeur de la firme, nous avons modélisé, à l'aide d'une structure théorique " bi-céphale ", les contributions potentielles des liens interconseils à la performance. Notre modèle repose sur la théorie synthétique de la gouvernance. Il mobilise deux voies d'intervention disciplinaire (la surcharge temporelle des " cumulards " et l'effet de réputation exercé par le marché du travail des administrateurs externe) et trois leviers cognitifs (l'apport d'informations et de connaissances, l'apport de compétences généralistes et spécifiques, ainsi que leur combinaison et l'exploitation). À ces facteurs s'ajoutent différentes variables médiatrices et de contrôle. Pour tester la validité de notre modèle, nous avons mené une étude empirico-comparative des liens interconseils existant entre les plus grandes entreprises françaises et allemandes, observés sur la période 2001-2005. Dans la partie descriptive, nous avons examiné, tant pour un échantillon bi-national que pour des sous-échantillons, les caractéristiques des réseaux d'administrateurs contemporains de part et d'autre du Rhin. La partie empirique teste, à l'aide de régressions en données de panel, l'influence des liens sur deux mesures de performance (un critère ex ante et un indicateur ex post). Les tests montrent que les effets de liens interconseils varient selon le type de mandats cumulés. De surcroît, le modèle confirme les contributions supposées importantes des administrateurs multimandats en termes cognitifs et leur impact majoritairement favorable sur la création de valeur. L'anticipation des effets des liens interconseils par les marchés s'avère plus forte que ce que montre l'analyse de leur influence sur la mesure de performance ex post.
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Li, Ting. "Does Chinese outside directors' use of Guanxi affect their independence and fiduciary duties?" Thesis, University of Manchester, 2015. https://www.research.manchester.ac.uk/portal/en/theses/does-chinese-outside-directors-use-of-guanxi-affect-their-independence-and-fiduciary-duties(e5688f5e-5b51-49e2-b976-e83dc101d920).html.
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As China has become one of the largest economic entities in the world, many studies focus on corporate governance in China. In 2001, the China Securities Regulatory Commission (CSRC) transplanted the outside director mechanism from the United States and the United Kingdom. CSRC hoped that outside directors could play a control role to monitor the behaviours of controlling shareholders, protecting the interests of minority shareholders. However, since it was established, the Chinese outside director mechanism has played an unsatisfactory control role because they are not truly independent of the controlling shareholders. In contrast, many Chinese outside directors use their Guanxi connections (a particular kind of social connections in China) to play a resource acquisition role very well. Based on the theories of the firm, the resource dependence theory, studies of Guanxi and the path dependence theory, this thesis finds that when Chinese outside directors use their Guanxi connections to play their resource acquisition role, their independence and fiduciary duties required by CSRC is compromised.
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Björklund, Frida, and 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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Hou, Qingchuan. "Two essays on empirical accounting research /." View abstract or full-text, 2007. http://library.ust.hk/cgi/db/thesis.pl?ACCT%202007%20HOU.
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Lemay-Hébert, Nicolas. "State-building from the outside-in : international administrations and the perils of direct governance." Paris, Institut d'études politiques, 2009. http://www.theses.fr/2009IEPP0046.
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La gouvernance directe par une administration internationale tend à créer une vague contestation locale au state-building conduit de l'extérieur. Dans ce contexte, nos recherches au Kosovo et au Timor-Leste démontrent que la réponse politique, soit la gouvernance directe des "États effondrés", ne semble pas à même de répondre aux défis sociaux posés par la reconstruction des capacités étatiques dans un contexte post-conflit. En d'autres mots, la gouvernance directe par une administration internationale est difficilement compatible avec l'objectif de créer et d'assurer la légitimité d'un projet de state-building conduit de l'extérieur. Si les aspects propres à la légitimité sont initialement mis de côté lors de la conception de la mission et la conduite du state-building sur le terrain, ils tendent néanmoins à réaffirmer leur présence et leur importance au cours de l'intervention. Que ce soit au Kosovo ou au Timor-Leste, l'ONU s'est rapidement retrouvée conronté à une crise de légitimité quant à sa présence sur le terrain. En effet, la légitimité initiale de l'intervention et de l'intervenant s'est rapidement évanouie avec l'exercise du mandat d'administration directe sur le terrain. La contestation sans précédents des acteurs locaux sur le terrain n'a d'égal que le niveau d'autorité effective exercée par l'administration internationale. Cette étude a démontré notamment que le Kosovo et le Timor-Leste représentent des tentatives sans précédents de state-building international, notamment en ce qui a trait à l'autorité déployée sur le terrain par l'acteur international. Dans ce contexte, certains mécanismes de responsabilisation de l'intervenant s'avèrent nécessaires<br>Direct governance by an international administration tends to create a social backlash in a state-building context. In this regard, the contemporary international administration seems directly related to the mainstream conception of the state, state collapse and state-building. The political response, namely direct governance of “collapsed states,” seems unfit to correctly address the social challenges of postwar state-building. In other words, direct governance of war-torn territories is hardly compatible with the objective of fostering and nurturing legitimacy in an externally-led state-building project. The legitimacy aspects pertaining to state-building, if initially discarded in the setting-up and exercise of the peace mission’s mandate, will find a way to reaffirm themselves throughout the mission. In Kosovo as in Timor-Leste, the UN found itself embroiled in a deep legitimacy crises. Indeed, the missions’ legitimacy quickly withered away with the actual exercise of authority by the mission. The unprecedented contestation and resistance to the UN found in Kosovo and Timor-Leste is correlated with the equally unprecedented level of authority endowed to the peace mission, which translated into direct governance of the territories. This study has demonstrated that both Kosovo and Timor-Leste represent truly unprecedented attempts of state-building, not because of their mandate, but, more importantly, because their mandate has been translated into effective authority on the ground. In this context, accountability mechanisms can be instrumental in assuring a certain degree of trust between the international presence and the local population
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Ng, Johnny Sai Chun. "Independent non-executive directors in family-controlled listed companies in Hong Kong : a qualitative study." HKBU Institutional Repository, 2018. https://repository.hkbu.edu.hk/etd_oa/578.
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Following the growing emphasis on the monitoring role of independent directors in the board of directors in the stock exchanges of Western developed countries, companies listed on the Hong Kong Stock Exchange are required to appoint independent non-executive directors (INEDs) representing at least one-third of their boards under the Listing Rules. Unlike those Western developed capital markets where listed companies are widely held, most listed companies in Hong Kong are controlled and managed by families. This means realistically, INEDs of those family-controlled listed companies can only be appointed to the boards with the support from the controlling owners. Under such circumstances, the INEDs' ability to monitor the performance of the management of those companies independently is put in doubt. This thesis intends to conduct a qualitative study using phenomenological approach to explore and understand the role and effectiveness of INEDs in family-controlled listed companies in Hong Kong based on the INEDs' lived experiences. The study is the first of its kind in the Hong Kong corporate governance research arena, as research studies on corporate boards and directors have often adopted a quantitative approach, using only publicly available archival data without in-depth discussions with the subjects on their real experience and views on their jobs. Accordingly, issues related to directors in family-controlled listed companies that require in-depth discussions with these directors are impossible to be addressed by such research approach. Through semi-structured interviews with INEDs of companies listed in Hong Kong, this thesis has contributed to the existing knowledge and literature in the research on INEDs and corporate governance in family businesses and provide useful hints and ideas to practitioners, listed companies, investors, regulators and policy-makers.
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Chen, Chia-wei. "Two essays on multiple directorships." [Tampa, Fla] : University of South Florida, 2008. http://purl.fcla.edu/usf/dc/et/SFE0002509.
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Sekhoto, Mapaseka. "From outsider to insider : how direct selling multinational enterprises leverage social capital to internationalise." Diss., University of Pretoria, 2020. http://hdl.handle.net/2263/80513.
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Direct selling multinational enterprises (DSMNEs) have successfully managed to leverage insider networks to overcome the liability of outsidership when entering base of pyramid (BoP) markets (Dolan & Johnston-Louis, 2011). The purpose of this study is to gain an understanding of how DSMNEs leverage social capital to move from outsider to insider networks when internationalising within BoP markets in South Africa, specifically examining the influence of network structure relationships: network closure and structural holes to market entrance. The study adopts a social capital perspective to firm internationalisation.
To address the purpose of the study, the exploration draws from the direct selling industry and international business literature. A descriptive phenomenological design was developed and data was gathered through conducting 10 in-depth semi-structured interviews. The results clarified the role of social structures in enabling independent direct sellers to create network relationships that facilitate the internationalisation process of DSMNEs. Furthermore, a deeper understanding was gained on how DSMNEs leverage social capital to enter BoP markets largely by converting the large number of people involved in the informal economy into suitable human capital. The transferability of the results could be supported by research within the context of other business sectors or developing sub-Saharan countries. The study has implications for international business globalisation strategies as it identifies BoP network specific knowledge to target network insidership. The study embraces an early attempt to encompass the interface of DSMNE internationalisation and Ubuntu/Botho social network structures. The study offers important theoretical understandings into the international business, direct selling firms and social capital literatures.<br>Mini Dissertation (MPhil)--University of Pretoria, 2020.<br>Gordon Institute of Business Science (GIBS)<br>MPhil<br>Unrestricted
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Jörgensen, Benita, and Sandra Kärnfalk. "Externa styrelseledamöter : En studie över varför små familjeföretag väljer att tillsätta externa styrelseledamöter." Thesis, Internationella Handelshögskolan, Högskolan i Jönköping, IHH, Företagsekonomi, 2011. http://urn.kb.se/resolve?urn=urn:nbn:se:hj:diva-15105.
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Bakgrund: Behovet av bolagsstyrning är stort för mindre familjeföretag, då det kan hjälpa dem att hantera deras komplexa omvärld. Framförallt är det styrelsen som har en viktig roll när det gäller bolagsstyrning i familjeföretag. Ett aktivt styrelsearbete är viktigt för att de ska kunna stå sig i den ökande globala konkurrensen. En extern styrelseledamot kan bidra till ett aktivt och effektivt styrelsearbete och därmed ge företaget konkurrensfördelar. Det finns dock vissa problem förknippade med tillsättandet av externa styrelseledamöter som kan påverka valet att ta in utomstående i styrelsen. Därmed väcks frågan; vad är det egentligen som påverkar ett litet familjeföretags beslut att tillsätta en extern styrelseledamot? Syfte: Studiens syfte är attförklara varför små familjeägda aktiebolag väljer att tillsätta externa styrelseledamöter. Metod: Studiens syfte har besvarats genom en kvalitativ metod med en deduktiv ansats. Empiriskt material har samlats in genom djupgående intervjuer med representanter för tre små familjeägda aktiebolag, varav två av företagen har tillsatt en extern styrelseledamot medan ett företag inte tillsatt en extern styrelseledamot. Slutsats: Studien visar att tillsättandet av externa styrelseledamöter drivs av behovet av en extern styrelseledamot. Behovet, i sin tur, påverkas av ägarfamiljens komplexitet och företagets komplexitet. Desto större komplexitet, desto större är behovet av externa styrelseledamöter. Har företaget däremot en utvecklad struktur så minskas behovet. En annan slutsats som dragits från studien är att det krävs ett initiativ utifrån för att små familjeföretag ska ta beslut om ett tillsättande av en extern styrelseledamot. Dessutom visar studien att familjeföretag söker att förstärka deras styrelses servande roll, genom att tillsätta externa styrelseledamöter.<br>Background: The need for corporate governance in small family businesses is large since it helps the companies to handle their complex environment. The board of directors has a prominent role of corporate governance in family businesses, where an active board is important for the businesses in order for them to meet the increasing global competition. An outside director can contribute to a more active and efficient board work and thereby give the business competitive advantages. However, there are some problems associated with the appointment of outside directors that can affect the choice of bringing an outsider to the board. Consequently, raises the question; what really affects the decision to appoint an outside director in a small family business? Purpose: The purpose of this study is to explain why small family owned limited companies choose to appoint outside directors. Method: In order to fulfillthe purpose of the study a qualitative method with a deductive approach hasbeen used. Empirical data was collected trough profound interviews withrepresentatives of three small family businesses, out of which two has outside directors while one business has not appointed an outside director. Conclusion: The study shows that the appointment of outside directors is driven by the need for an outside director. The need is affected by the level of family complexity and business complexity. A high level of complexity equals a large need for outside directors. The need will diminish if the business has a well developed structure. Another conclusion is that it takes initiative from outside the company for them to take a decision to appoint an outside director. Furthermore, the study shows that family businesses want to improve the service role of the board by appointing an outside director.
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Lodin, Emilia. "Styrelsens roll i små och medelstora företag : en studie om företagsägares attityder till en arbetande styrelse." Thesis, Högskolan Väst, Avd för företagsekonomi, 2016. http://urn.kb.se/resolve?urn=urn:nbn:se:hv:diva-9638.
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Enligt svensk lagstiftning måste aktiebolag ha en styrelse. Dock skiljer det sig på vilket sätt styrelsen involveras i företags strategiska arbete och hur företagsägare förhåller sig till dess funktion. I små och medelstora företag fyller styrelsen sällan någon reell funktion. När företaget växer blir det dock svårt för en person att ensam klara av att styra och kontrollera bolaget, vilket leder till ett ökat behov av en arbetande styrelse. Tidigare forskning visar att företagsägarens personliga mål ofta avgör den strategiska riktningen i små och medelstora företag. För att kunna bemöta de krav som existerar, behöver därför företagsägaren förstå styrelsens roll och nyttan av strategiskt arbete. Syftet med studien är att utifrån ett företagsekonomiskt perspektiv bidra med kunskap om styrelsearbete i små och medelstora företag, samt att undersöka vilka attityder företagsägare i dessa företag har till styrelsens funktion. Studiens empiri har inhämtats från en kvalitativ datainsamling, i form av semistrukturerade intervjuer med fyra företagsägare ur tre olika små och medelstora företag. Den teoretiska referensramen berör ämnet bolagsstyrning och de aspekter som anses vara viktiga för ett framgångsrikt styrelsearbete. Studien kommer fram till att kunskapen vad gäller styrelsearbete är relativt låg hos företagsägare i små och medelstora företag, vilket gör att styrelsen inte används på ett effektivt sätt. Kunskapsnivån hos företagsägaren styr också huruvida styrelsen anses som viktig i det egna företaget, samt hur styrelsen arbetar. En annan slutsats som dras är att företagsägarens personliga mål påverkar dennes attityd till styrelsen. Om de personliga målen innefattar tillväxt, har företagsägaren en mer positiv attityd till en arbetande styrelse. Vidare ökar en positiv inställning till en arbetande styrelse sannolikheten att företagsägaren även har en positiv attityd till externa styrelseledamöter.<br>According to Swedish law, limited companies must have a board. However, it differs in the extent to which the board is involved in a company´s strategic work and how business owners relate to its function. In small and medium-sized enterprises, the board seldom fills any real function. As the company grows, it becomes difficult for one person alone to manage and control the company, leading to an increasing need for a working board. Previous research shows that business owner's personal goals often determine the strategic direction of small and medium-sized enterprises. In order to meet existing demands, business owners need to understand the board´s role and the benefits of strategic work. The purpose of the study is, from a business perspective, to contribute knowledge about board work in small and medium-sized enterprises and to examine the business owners' attitudes toward the functioning of the board. The study's empirical data has been collected from a qualitative data collection, in the form of semi-structured interviews with four business owners from three different small and medium-sized enterprises. The theoretical framework involves the subject corporate governance and the aspects that are considered important for a successful board work. The study concludes that awareness regarding board work, is relatively low among business owners of small and medium-sized enterprises, which means that the board is not being used effectively. The level of knowledge of the business owner also controls whether the board is considered as important in their own company, and how the board works. Another conclusion drawn is that the business owner's personal goals affect his attitude towards the board. If personal goals include growth, the business owner has a more positive attitude towards a working board. Furthermore, a positive attitude towards a working board increases the probability that the business owner also has a positive attitude towards outside directors in the board.
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Roubi, Raafat Ramadan. "The Association Between the Establishment of Audit Committees Composed of Outside Directors and a Change in the Objectivity of the Management Results-Reporting Function: an Empirical Investigation Into Income Smoothing Patterns." Thesis, North Texas State University, 1985. https://digital.library.unt.edu/ark:/67531/metadc331852/.
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The purpose of this research was to empirically examine the effect of the establishment of outside audit committees on the objectivity of the management results-reporting practices of those companies that established such committees in response to the New York Stock Exchange mandate effective June 30, 1978. Management income smoothing behavior is taken as a measurable surrogate for the objectivity of the management results-reporting practices. This research involved the testing of one research problem. The research question asks, "Will the establishment of outside audit committees by companies that had no such committees prior to the New York Stock Exchange mandate effective June 30, 1978, be associated with a decrease in the degree of smoothing in the net income series for the period after that date relative to the degree of smoothing prior to that date?" The answer to this question required the selection of an experimental and a control group. Each group was composed of fifty New York Stock Exchange listed firms.
Linear and semi-log regression models were used to measure each firm's degree of income smoothing (defined as reducing the variability of a net income series about its trend line). The change in mean square errors of the experimental and control groups was compared using the chisquare and median tests. Neither the chi-square or the median test found a statistically significant increase in the objectivity of the management results-reporting function for the firms that established outside audit committees in response to the NYSE mandate effective June 30, 1978.
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Mesnik, Samy Sznajder. "A relação da independência do conselho de administração com o desempenho operacional e de mercado das empresas de capital aberto no Brasil." reponame:Repositório Institucional do FGV, 2018. http://hdl.handle.net/10438/23919.
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Previous issue date: 2018-05-07<br>A importância do cumprimento de regras de governança corporativa pelas empresas é um assunto recorrente em trabalhos acadêmicos em muitos países devido ao interesse do assunto por gestores, investidores, reguladores, entre outros agentes. Apesar do monitoramento sobre o cumprimento das normas e regulações impostas pelos níveis de governança corporativa, não encontram-se muitas métricas de eficiência ou controle a respeito do resultado destas ações. Entre algumas das práticas de governança corporativa no Brasil, está a presença obrigatória de pelo menos 20% de conselheiros independentes na composição do conselho de administração das empresas de capital aberto listadas no Nível II e Novo Mercado na bolsa de valores brasileira (B3). Muitos artigos abordam as contribuições ou implicações, em termos qualitativos, da presença destes agentes no conselho de administração. Por um lado, os conselheiros independentes podem exercer o papel de fiscalizar, discutir a visão de longo prazo ou representar acionistas minoritários. Por outro lado, a diversidade levada ao conselho de administração pode reduzir a concisão ou o consenso sobre as decisões deliberadas. Este trabalho propõe uma análise quantitativa a partir de modelos econométricos para constatar a relação da presença de conselheiros independentes e da quantidade de membros no conselho de administração com o desempenho financeiro das empresas no Brasil no período de 2010 a 2016. O trabalho contribui com a literatura para atualização do tema avaliado e apresenta uma conclusão convergente entre as análises univariadas e multivariadas.<br>The importance of corporate governance rules and its application is a recurrent subject in academic work in many countries due to its significance to managers, investors and regulators, among other agents. Beyond regulations to control whether companies are in agreement with the regulations imposed by the levels of corporate governance, there are not many published metrics regarding the efficiency of these norms. One of the corporate governance practices in Brazil is the mandatory presence of at least 20% of independent directors in the composition of the board of directors of public companies listed on Level II and Novo Mercado on the Brazilian stock exchange (B3). Many articles address the contributions or qualitative implications of the presence of these agents on the board. On the one hand, independent directors can play the role of overseeing, discussing the long-term vision or representing minority shareholders. On the other hand, diversity brought to the board of directors can reduce conciseness or consensus over deliberate decisions. This article proposes a quantitative analysis with econometric models to validate any relation between the presence of independent directors, the number of members in the board of directors and the financial performance of companies in Brazil between 2010 and 2016. This article contributes to the related literature with an update about the subject and presents a convergent conclusion amid the univariate and multivariate analyzes.
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Polidoro, Giovanna. "Le gouvernement du conseil d'administration des sociétés cotées : étude comparée du droit francais et italien des sociétés." Thesis, Paris 2, 2019. http://www.theses.fr/2019PA020038.
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La gouvernance d’entreprise peut être définie comme l’ensemble de mécanismes et de processus à travers lesquels les entreprises sont contrôlées et dirigées. Ceux-ci sont indispensables pour garantir la répartition des droits, des rôles et des responsabilités au sein d’une société cotée. La question principale concerne l’équilibre des pouvoirs et les mesures prises pour éviter et gérer les conflits d’intérêts entre les administrateurs et les actionnaires. Les entreprises sont gérées par un conseil d’administration (CA), nommé par les actionnaires pour diriger la société en leur nom. Le conseil d’administration délègue à son tour son autorité au P-DG (chef de la direction) qui est responsable de la gestion de l’entreprise. Au cours de ces dernières années, la gouvernance d’entreprise, en France et en Italie, a fait l’objet d’une révision considérable. Comme dans d’autres pays, ces réformes sont consécutives à des scandales financiers déterminant l’effondrement de certaines entreprises. Diverses initiatives internationales ont influencé la gouvernance d’entreprise dans les deux pays, notamment les Principes de l’OCDE et plusieurs directives et règlements européens adoptés sur la base des Plans d’action de l’UE de 2003 et 2012 visant à moderniser le droit des sociétés et à améliorer la gouvernance des sociétés cotées européenne. L’objectif de cette thèse est de décrire et d’examiner les textes législatifs et réglementaires adoptés en France et en Italie, de 1995 à 2018, en analysant tout particulièrement les recommandations des Codes de gouvernance d’entreprise, qui, à cet effet, recommandent au conseil d’administration de promouvoir la création de la valeur à long terme et de mettre en place les mécanismes de gouvernance d’entreprise afin d’assurer une plus grande transparence dans la gestion des sociétés cotées<br>Corporate Governance is the mechanisms and processes by which companies are controlled and directed. It provides the framework of rules for distribution of rights, roles and responsibilities within a company. The main question is about the balance of powers and measures taken to avoid and manage conflicting interests between directors and shareholders. Companies are managed by a Board of directors (BOD), appointed by the shareholders to run the company on their behalf. The BOD in turn delegates its authority to the CEO (Chef executive officer) who is responsible for the management of the company. Over the last years, corporate governance in France and Italy has been the subject of considerable revision. As in other countries, the development of corporate governance in France and Italy was initially driven by corporate collapses and financial scandals. Various international initiatives have impacted corporate governance of listed companies in both countries, including, among others, the OECD Principles of Corporate Governance and several European directives and regulations adopted on the basis of the EU action plans of 2003 and 2012 to modernize company law and enhance corporate governance in Europe. The purpose of this thesis is to describe and examine corporate governance reforms enacted by France and Italy between 1995 and 2018 relating, in particular, to the provisions of the French and Italian Corporate Governance codes recommending that the Board of Directors should endeavor to promote long-terms value creation, and to the corporate governance mechanisms ensuring greater transparency in the management of listed companies
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Kaldy, David A. "Reactive Boundaries: Movement Informing Design." University of Cincinnati / OhioLINK, 2009. http://rave.ohiolink.edu/etdc/view?acc_num=ucin1242677314.
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Bikourane, Nabil. "Performance boursière des fusions-acquisitions dans le secteur bancaire : influence des caractéristiques des conseils des banques initiatrices et des modalités de la transaction." Thesis, Bordeaux 4, 2011. http://www.theses.fr/2011BOR40034/document.
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Cette thèse étudie le lien entre les caractéristiques des conseils d’administration des banques acquéreuseset la performance boursière à court terme de celles-ci, analysée grâce à la méthodologie d’étude d’événement.L’objectif étant de vérifier si la structure des conseils contribue à l’atténuation des conflits d’intérêts àl’occasion des opérations de fusions-acquisitions (F&A) et crée, par conséquent, de la valeur. Deux effets ontété mis en avant. Le premier suppose une influence directe de chacune des caractéristiques du conseil sur lesrendements anormaux de l’acquéreur ; tandis que le second, introduit l’effet médiateur de la prime de contrôlepayée, en considérant que la structure du conseil influence le pouvoir de négociation de ses membres et leurengagement dans l’intérêt des actionnaires. Pour ces deux effets, nous contrôlons certains déterminants de laperformance relatifs à la transaction et aux banques impliquées.Nos résultats indiquent que les marchés financiers ont des attentes vis-à-vis des conseils lors de cesopérations, car nous avons relevé une incidence favorable sur les rendements anormaux de la présence depersonnalités extérieures en proportion significative au conseil de l’acquéreur et de l’absence de dualité dedirection dans celui-ci. Par ailleurs, en contrôlant le choix de la méthode de paiement, nous avons égalementrelevé que l’utilisation du cash est fortement associé à des rendements positifs pour l’acquéreur<br>This thesis analyzes the relationship between Board characteristics of acquiring Banks and short termStock Market reactions, measured with the Event Study Methodology. We examine if Board structure helps tolower conflict of interests during Mergers and Acquisitions, and creates Shareholder value. Two effects areanalysed. The first one supposes a direct influence of Board characteristics on the acquirer’s abnormal returns.The second one introduces a mediating effect of the premium, considering that Board structure affects itsmembers’ commitment. For both effects, we control some performance determinants relative to transactionand involved banks.Our results indicate that Financial Markets expect that Boards play an important role in acquisitions. Wefind a favourable impact of outside dominated Boards and the absence of duality on the acquirer's abnormalreturns. In addition, by controlling the method of payment, we obtain a significant and positive correlationbetween use of cash and acquirer's returns
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Chang, Shu-chi, and 張舒綺. "Multiple Principle-Agent and Independence of Outside Director." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/07153763900216221877.
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碩士<br>朝陽科技大學<br>會計所<br>100<br>Considering that board of directors to reduce the agency problem is efficiency measurement indicators. Therefore, in this paper analyze the settings of the external board of directors. The first, it will reduce the possibility of agency problems. The second, internal directors emptied of assets, the theoretical analysis of whether to execute the supervision of outside directors. In this paper, conclusions can be summarized as follows：The first, as the non-independence of outside directors did not exercise an oversight and only have to give principal a control of reward. Therefore, the outside directors is avoid to principal have self-serving motives in hollowed assets or agent problem, the outside directors will set the incentive contract or incentive compensation to indirect control of the principal, principal with the interests of shareholders consistent, and enhance corporate performance. Second, when principal set the agent''s basic salary system, we have got three different results. Third, under the supervision of independent outside directors, inside directors engaged in hollowed assets, will consider their own profits and the impact of legal sanctions, and then decide to emptied assets. Fourth, under the strict supervision of outside directors, inside directors may be self-serving motives and agents of interest arising from collusion. Due to inside directors is based on legal sanctions, inside directors will be based on the agent collusion and collusion, the outside directors found that the size of the probability of and hollowed assets.
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Chen, Ying-Hsiu, and 陳映秀. "Family Involvement, Outside Director and Outward Internationalization of IT Firms in Taiwan." Thesis, 2011. http://ndltd.ncl.edu.tw/handle/14354662698469607983.
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碩士<br>中國文化大學<br>國際貿易學系<br>99<br>This paper aimed at investigating the impact of family involvement ownership to internationalization decision on the samples of firms of IT industry in Taiwan. We classify family involvement into two types: family involvement in ownership (FIO) and family involvement in management (FIM), and propose that a positive relationship exists between FIO (FIM) and internationalization. Moreover, we treat outside director as moderators to investigate their roles on family involvement to internationalization. Our research enabled us to better understand the potential impact that family ownership and structure of board has on international decision.
The empirical results show that family involvement in ownership has a positive relationship with internationalization, according to the Stewardship Theory. Family involvement in management has a positive relationship with internationalization, too. And the higher proportion of outside directors, it will be a positive regulator of the relationship between family involvement in management and internationalization.
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Huang, Ming-yu, and 黃敏瑜. "The Current Situation of Japan s Outside Director System and its Inspiration to Corporate Governance in Taiwan." Thesis, 2016. http://ndltd.ncl.edu.tw/handle/q3rm6a.
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碩士<br>逢甲大學<br>財經法律研究所<br>105<br>In recent years, the discussion of corporate governance has continued unabated, with "Independent Director" being the hot topic. Since the Taiwan Securities and Exchange Act amended and promulgated on 11 January 2006, an independent director system was formally introduced. And in Japan, the neighboring country of Taiwan, amended the Commercial Code in 2002, corporates established the independent directors and Nomination, Audit and Compensation Committees required by law, and amended the Companies Act in 2015.
Taiwan is very similar to Japan in corporate law and in corporate organization, and two countries both introduced the independent director system from the United States. But there are differences because of national conditions, social and economic environment, as well as the present situation of the independent director system of Japan, is it possible for us to learn?
Japan has just amended the provisions of independent director, at the time of Taiwan has not been a long time to amend the relevant laws of the independent director system. It is a good time to study the legal differences between Japan and Taiwan, and we hope to provide a clue to the Company Act that will be reviewed and amended this year.
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Tsai, Tsung-Hsiu, and 蔡宗修. "Outside Directors and Corporate Decisions." Thesis, 2009. http://ndltd.ncl.edu.tw/handle/38863861926124576941.
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碩士<br>元智大學<br>財務金融學系<br>97<br>In intuition, more director hold by outsiders that implied the companies more be monitored. Most previous studies concern the relation between outside directors and firm performance. Our research is focus on the interaction of outside directors and corporate decision rather than performance. In a sample of 7,472 observations from 1,455 companies, I show that firms with higher proportion of outside directors have higher dividend payout ratio and dividend yield, it inconsistent with agency models of dividends. In addition, the relationship between high tech industries and dividend policy are negative. I also show that firms with higher proportion of outside directors have higher debt and long-term debt ratio, but the lower current ratio. Finally, we comparing form per-SOX to post-SOX, we can find that the outside directors affect corporate become small.
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Deutsch, Yuval. "Outside directors signaling, monitoring and compensation." Thesis, 2002. http://hdl.handle.net/2429/13507.
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This thesis is comprised of three essays dealing with outside directors. The first essay
addresses the signaling role that outside directors play. This is a role that is especially
important for entrepreneurial firms, and has been relatively neglected in corporate
governance research. The primary contribution of this chapter is in developing an analytical
model and predictive framework on which future empirical and analytical research on
directors' signaling role can be based. This chapter also contributes to the signaling theory
literature by deriving a new type of equilibrium — the "stochastic separating equilibrium" —
which may well be applicable in a broader set of models that incorporate signaling through
middlemen. This equilibrium has an important realistic feature in that it permits the
coexistence of both high and low quality firms in equilibrium.
In the second study, I address directors' monitoring role. This essay examines whether a
systematic relationship exists between a board's composition and discrete strategic decisions
of a firm, which have been addressed in the literature as involving potential conflicting
interests between managers and shareholders. To explore this question, I conducted seven
meta-analyses of relevant strategic decisions, on which I could obtain data. The results
provide evidence for the presence of systematic relationships between a board's composition
and five out of the seven strategies examined. Interestingly, these systematic relationships
provide only limited support to the predictions of agency theory, which is the predominant
rational behind this line of research.
In the third essay, I examine the effects of outside directors' stock-based compensation on
one indicator of board monitoring effectiveness: firms' research and development (R&D)
intensity. The results suggest that both the percentage of stock-based compensation and the
proportion of stock options within it are positively related to firms' R & D expenditures.
Moreover, stock-based compensation moderates the relationship between board composition
and R & D intensity. These results highlight the need to reevaluate previous findings that
addressed the effects of board composition on both firm performance and firm strategic
decisions.
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Lin, Hung Yi, and 洪誼琳. "Literature Review of Outside Directors Selection." Thesis, 2008. http://ndltd.ncl.edu.tw/handle/67785301245069402274.
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碩士<br>大葉大學<br>事業經營研究所碩士在職專班<br>96<br>After experiencing the Asian financial crisis, the follow-up corporate scandals and financial defaults revealed in Taiwan enterprises. Related authority and investors were aware that corporate governance is a key to achieve sound capital market. The ideal mechanism takes an independent third party, namely the outside director, to play the primary role to intensify the internal monitoring process and to develop functions of supervision and consultation.
Most domestic researches on outside directors discussed the correlation between outside directors and corporate performance. However, only few researches put their focus on the determinants of outside directors selection. We’ve found substantial over-seas researches, which stressed on the following perspectives: 1) ingratiation 2) demo-graphic similarity 3) advice and information and, 4) control behavior etc. In this article, we try to include the above-mentioned theories to further discuss on outside directors selection. Apart from using theory on interpersonal behavior perspective, organizational control theory, and similarity-attraction, we also take resource-based theory and re-source dependency theory of selection as part of our research basis.
In short, we adopt a research structure derived from five key theories to discuss the outside directors selection. The five theories are as the following: 1) ingratiation of In-terpersonal Behavior Perspective, 2) monitoring and control behavior of Organizational Control Theory, 3) personal and business Similarity-attraction Theory, 4) complemen-tarily of Resource-based Theory, and 5) advice and information, functional background and social capital of Resource Dependency Theory.
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Huang, Yenyu, and 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<br>國立臺北大學<br>會計學系<br>92<br>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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Wang, Yang-Chao, and 王陽照. "Effectiveness of Boards: Outside and Inside Directors." Thesis, 2013. http://ndltd.ncl.edu.tw/handle/97098701677057050412.
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博士<br>國立臺灣大學<br>國際企業學研究所<br>101<br>This paper examines the dual roles of boards within corporate governance as both monitor and advisor. The results not only provide empirical evidence, which is in contrast with the common notions that board composition is uncorrelated with firm performance but also explain the internal relations within the board, namely, its dual roles—a matter that is not settled in literature. Moreover, we offer an explanation for mixed results in prior studies for the optimal performance-enhancing board composition. We hypothesize and find that outside and inside directors serve different monitoring and advisory roles, which are amplified within diversified leveraged firms and R&D-intensive firms respectively, to affect firm performance. Finally, we explore the effect of the requirement for majority independent directors imposed by Sarbanes–Oxley Act of 2002 and related rules.
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CHEN, YU-HSUAN, and 陳又瑄. "Family Succession and Outside Directors: Evidence from China." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/sqp4rq.
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碩士<br>逢甲大學<br>會計學系<br>107<br>It has been more than 40 years since China legally allowed enterprises owned by private individuals in 1978, and it is one of the most rapidly growing countries. Family firms are an important type of Chinese business, it shows a significant economic impact on the Chinese capital market. However, being affected by the One-Child Policy, most founders have already retired, which lead to the issue of family succession. The purpose of this study is to explore that whether family successor needs more outside directors after family succession. In addition, this study also explores the relationship between institutional features and outside directors after succession. This research takes the A shares as an example, which listed in SSE&SZSE in China from 2008 to 2015.
The results indicate that after family succession, the needs of outside director have generally decreased. However, after concerning the institutional features, the better the institutional feature of Chinese family business is, the more demands of outside director. Furthermore, the additional analysis demonstrates that differences in China’s industrial category and political connection also affect the needs of outside director.
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Tang, Ya. "Acquisition stock performance : do ownership and outside directors matter?" Thesis, 2004. http://spectrum.library.concordia.ca/8110/1/MQ94791.pdf.
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In this study, we examine how corporate internal control mechanisms, including the percentage ownership by executive officers and directors and the proportion of outside directors on the board of directors, affect the market's perception of corporate acquisition decisions. The evidence suggests that in the period around acquisition announcements, the use of insider ownership and outside directors disciplines managers to make decisions that the market perceives as better reflecting the interests of shareholders. The combination of stock ownership and outside director monitoring is perceived as providing a better control system for top management than the sole use of either of these two external governance mechanisms. Compared to firms with low insider ownership interest, acquirers with high ratios of officer and director ownership pay less for targets that have higher growth opportunities. With regard to the longer post-acquisition period, ex post market performance is consistent with outside directors (but not insider ownership) acting in shareholders interests.
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Ma, Lijun. "Independent directors in China." Master's thesis, 2009. http://hdl.handle.net/10048/516.
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Thesis (M.Law)--University of Alberta, 2009.<br>A thesis submitted to the Faculty of Graduate Studies and Research in partial fulfillment of the requirements for the degree of Master of Laws, Faculty of Law, University of Alberta. "Fall 2009." Title from pdf file main screen (viewed on August 26, 2009). Includes bibliographical references.
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Khalil, Samer. "Deferred compensation for outside directors in Canada : antecedents and consequences." Thesis, 2005. http://spectrum.library.concordia.ca/8798/1/NR16303.pdf.
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This thesis investigates the antecedents and consequences from adopting deferred compensation plans in corporate boardrooms. It focuses on the compensation paid to a class of directors, outside directors, that is mainly entrusted with monitoring managerial decision making, in addition to compensating, hiring, and firing top executives when circumstances warrant. Outside directors' compensation came under extreme scrutiny following the recent scandals and accounting irregularities in corporate America. Various stakeholders note that cash compensation does not lead to an effective monitoring of top management resulting in a significant trend toward equity based pay at the board level. Relying on agency and institutional theories, I develop a theoretical framework (chapter 4) to investigate the antecedents and consequences from adopting a deferred share unit plan for outside directors in Canada. From an agency perspective, I hypothesize that the adoption decision depends on the agency problem at the board level, and the ownership structure of the firm. I further hypothesize that the adoption results in a positive stock market reaction that varies with the degree to which the share unit plan resolves this problem. Within an institutional perspective, I propose that the adoption decision is associated with the institutional pressures a firm faces. I also hypothesize that adopting firms record positive abnormal returns with a magnitude that varies with the adopting firm category (early versus late adopter) and the theoretical perspective used to disclose the adoption decision. Three essays provide evidence as follows. The first essay (chapter 5) includes a case study that investigates the antecedents and consequences in 11 firms operating in three different industries. The second essay (chapter 6) uses logit analysis to compare the agency and institutional characteristics of a sample of 123 adopting firms to that of a control sample matched based on firm size and industry. The third essay (chapter 7) relies on standard event study methodology and multiple regression analysis to examine the stock market reaction around the adoption announcement date. Consistent with my propositions, results show that the likelihood of adoption is higher in firms that have a stronger moral hazard at the board level and in firms facing significant mimetic and normative pressures. Results also show that adopting firms record positive abnormal returns around the adoption announcement date that vary with the plans' attributes. These findings highlight the importance of integrating both economic and social perspectives when examining the antecedents and consequences from adopting organizational compensation practices
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坪井, 均., and Hitoshi TSUBOI. "The Role of Outside Directors in Improving Japanese Corporate Governance." Thesis, 2014. https://doi.org/10.15057/26836.
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Wang, Yun-Chieh, and 王筠傑. "The diversity of outside directors and firm performance: Taiwan evidence." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/43712716464036144444.
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碩士<br>國立交通大學<br>管理科學系所<br>100<br>Setting independent directors in a board in Taiwan has been an important issue of corporate governance since 2002. During the period of 2008 to 2010, the global financial storm started and later the world economy steadily recovered. Had the diversity of independent directors helped corporations to improve performance during this period? This research examines the relationship between the diversity of independent directors (education, academic majors, and experiences) and the performance of Taiwan’s firms after the global financial storm. First, the research finds that the diversity of independent directors’ education has no effects on firm performance. Second, the diversity of independent directors’ experience has positive effects on firm valuation and reduces systematic risks in 2008. Third, the diversity of independent directors’ academic majors has consistently positive effects on firm valuation. These results imply that when company considers independent directors, it can improve firm performance by increasing the diversity of independent boards.
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Wu, Wang-Pyng, and 吳婉萍. "The Association between Accounting Expertise of Outside Directors and Earnings Conservatism." Thesis, 2006. http://ndltd.ncl.edu.tw/handle/65821118236370125336.
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碩士<br>元智大學<br>會計學系<br>94<br>The concept, corporate governance, refers to the way of management and governance in the corporation. It has been emerging since the early 1930’s in response to the perceived lack of effective board oversight that contributed to the poor performance problems. In 1997 there were numbers of scandals within Asian financial markets that led to severe Asian financial crises, and this concept is debated generally. Recently, no matter what countries in domestic or foreign occur that management fault and cause financial statement incorrect seriously. The authorities and the inventors concern about whether the earnings is controlled by the management and affects the quality of earnings to cause the inventors’ judgement correct. Therefore, the concept of outside directors is introduced in order to promote the reliance of the decision of the corporations.
The purpose of this study is to explore whether outside directors can develop the function to supervise corporations after corporations employ them. In advance, to explore that corporations employ outside directors with accounting expertise could develop the function to supervise corporations powerful. This study refers to the research of DeFond(2004), and measures earnings conservatism in the models of Basu(1997)and Givoly and Hayn(2000).
We find that to employ outside directors does not help corporations increase earnings conservatism, but it would be helpful to employ outside directors with accounting expertise with accounting expertise. This is because they have accounting expertise and provide corporations related suggestions. This result could help law-makers and managements to make laws and employ outside directors in the future.
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Liao, Yi-Chen, and 廖一成. "The Effect of Institutional Investors and Outside Directors on CEO Compensation." Thesis, 2005. http://ndltd.ncl.edu.tw/handle/78960620510066644094.
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碩士<br>國立東華大學<br>企業管理學系<br>93<br>In the past researches about CEO compensation and corporate governance, most studies link CEO compensation and corporate performance to solve the “agency problem” existing between principals and agents. But this mechanism is easy to create infinite inflation in agent cost, and urges CEO to draw attention to short-term performance instead of the long-term development of the company. Therefore, this research takes two mechanisms-institutional investors and outside directors into consideration, which nearly get more and more important in equity market and board structure, trying to see the effect between two mechanisms and CEO compensation. In other words, by examining the intervention of institutional investors and the independence of outside directors to see if the company can attain more effective CEO monitoring and better corporate governance systems. Moreover, it could have the positive effect on corporate performance as well.
Specifically, we don’t think in this paper that all institutional investors have monitoring effect on corporate governance. Expectation of the intensity of institutions’ monitoring can be limited by the liquidity of their portfolios, fiduciary duties, potential business relations with the firm, or the free-rider problem that appears due to the private cost of monitoring. In this research, we divide institutional investors into two groups by liquidity. The institutional investors with high liquid are “active”, while with low liquid are “passive”. “Active institutional investors” have greater monitoring effect on CEO compensation significantly, while the passive ones don’t.
We got 1142 samples from Taiwanese listed companies between 2002-2003, except banks, insurance, security, depositary receipt, transportation, retail and miscellaneous industry. The companies didn’t disclosure CEO compensation or CEO compensation is zero are also removed from the samples.
In conclusion, we find that active institutional ownership concentration is positively related to the pay-for-performance sensitivity of CEO compensation, and negatively related to the level of CEO compensation, even after controlling for firm size, R&D intensity, earnings variability and performance; passive institutional ownership concentration don’t have this relation. Besides, the level of outside directors is not related to the level of CEO compensation. These results suggest that the active institutions that work with CEO compensation play a role as a moderation of the agency problem between shareholders and managers. Additionally, institutions also influence CEO compensation level and composition through their preferences, but the influences will decrease as the liquidity is low.
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Hsiao, Yi-Ting, and 蕭依婷. "CEO TENURE IMPACT ON THE FAMILY BUSINESS INTERNATIONALIZATION – THE MODERATING EFFECT OF OUTSIDE DIRECTORS." Thesis, 2015. http://ndltd.ncl.edu.tw/handle/afvueu.
Full textAbstract:
碩士<br>銘傳大學<br>國際企業學系碩士班<br>103<br>This paper builds and tests the thesis that CEO influence evolves differently for family business founders and agents. We theorize that at the beginning of their tenures, founder CEOs can pursue internationalization more aggressively than agent CEOs, because they take office with the combination of motivation, power, and requisite knowledge that agent CEOs build over time. In this study use TEJ and Market Observation Post System databases, gathering 124 samples of Taiwanese publicly traded companies in the family business research samples, investigate the effects of various types of CEO of the company''s degree of internationalization. The results showed that, the external CEO tenure relations with international inverted U-shaped curve.
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"Inside or outside CEO succession and firm performance: evidence from CEO turnover in China." 2010. http://library.cuhk.edu.hk/record=b5894378.
Full textAbstract:
Xiao, Rui.<br>"August 2010."<br>Thesis (M.Phil.)--Chinese University of Hong Kong, 2010.<br>Includes bibliographical references (leaves 28-30).<br>Abstracts in English and Chinese.<br>Abstract --- p.i<br>摘要 --- p.ii<br>ACKNOWLEDGMENTS --- p.iii<br>Chapter 1. --- Introduction --- p.1<br>Chapter 2. --- Literature Review --- p.2<br>Chapter 3. --- Research Hypothesis --- p.5<br>Chapter 3.1 --- Institutional Background --- p.5<br>Chapter 3.2 --- Hypothesis Development --- p.6<br>Chapter 3.2.1 --- Firm Performance and Outside Succession --- p.6<br>Chapter 3.2.2 --- Board Composition and Outside Succession --- p.6<br>Chapter 3.2.3 --- Predecessor Characteristics and Outside Succession --- p.7<br>Chapter 3.2.4 --- Successor Characteristics and Outside Succession --- p.7<br>Chapter 3 2 --- 5 Performance Consequences and the Source of Successor --- p.9<br>Chapter 4. --- Methodology --- p.9<br>Chapter 4.1 --- Measurement --- p.9<br>Chapter 4.2 --- Bivariate Probit with Sample Selection --- p.11<br>Chapter 4.3 --- Event Study --- p.13<br>Chapter 5. --- Data --- p.15<br>Chapter 5.1 --- Sample Selection and Data Sources --- p.15<br>Chapter 5.2 --- Descriptive Statistics --- p.16<br>Chapter 6. --- Empirical Results --- p.17<br>Chapter 6.1 --- The Determinants of Outside Succession --- p.17<br>Chapter 6.1.1 --- Univariate Tests of Outside Succession and Firm Performance --- p.17<br>Chapter 6.1.2 --- Univariate Tests of Outside Succession and Board Composition --- p.18<br>Chapter 6.1.3 --- Univariate Tests of Outside Succession and Predecessor Characteristics --- p.18<br>Chapter 6.1.4 --- Regression Results --- p.18<br>Chapter 6.2 --- Outside Succession and Successor Characteristics --- p.21<br>Chapter 6.2.1 --- Univariate Tests --- p.21<br>Chapter 6.2.2 --- Regression Results --- p.21<br>Chapter 6.3 --- Market Reaction and CEO Succession --- p.22<br>Chapter 6.4 --- Post-turnover Performance and Outside Succession --- p.23<br>Chapter 6.5 --- Robustness Tests --- p.26<br>Chapter 7. --- Conclusion --- p.26<br>Reference --- p.28<br>Table 1. The Percentage of CEO Outside Succession during the Sample Period …… --- p.31<br>Figure 1. CEO Turnover and Outside Succession in Each Year --- p.32<br>Figure 2. Outside Succession Rate in the Turnover Sample --- p.32<br>Table 2. Literature Summary of Outside Succession --- p.33<br>Table 3. Descriptive Statistics of Variables --- p.34<br>Table 4. Outside Succession Rates at Different Performance Levels --- p.36<br>Table 5. Relation between Outside Succession Rates and Board Composition --- p.37<br>Table 6. Relation between Outside Succession Rates and CEO Predecessor Characteristics --- p.38<br>Table 7. Outside Successions Regression Results --- p.39<br>Table 8. CEO Successor Characteristics --- p.41<br>Table 9. Regression Results of the CEO Successor Characteristics --- p.42<br>Table 10. Cumulative Abnormal Returns around the Announcement of CEO
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Yu, Yun-Lin, and 游昀玲. "The Impacts of Corporate Performance and Agency Problem on Announcement Effect of Outside Directors & Auditors." Thesis, 2004. http://ndltd.ncl.edu.tw/handle/57696586610785122432.
Full textAbstract:
碩士<br>朝陽科技大學<br>財務金融系碩士班<br>92<br>Corporate governance is becoming a central issue in Taiwan, and companies hope to enhance their corporate value and stockholder’s wealth through a sounder governance mechanism.
We examine the announcement effect of outside directors and /or auditors on stockholder’s wealth. In addition, we explore the impacts of corporate performance and agency problem on announcement effect. The samples of our study contain 58 events during the period 1999/1/1-2003/6/30. The empirical results can be summarized as follows:
1.Companies experience a significantly positive abnormalreturn while the recruiting of outside directors and/or auditors is announced.
2.Firms with poorer prior performance, higher free cash flow or information asymmetry would be associated with better announcement effect。
3.Firms with a duality of CEO and board chair or a weaker board structure before the announcement would have a higher abnormal return.
4.Companies have higher returns when they have poorer prior performance accompanied with severer agency problem.
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Lin, Jian-Hong, and 林建宏. "On the Efficacy of Interlocking Independent Outside Directors-the Mediating Role of Information Transparency and Disclosure." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/537q22.
Full textAbstract:
碩士<br>國立東華大學<br>國際企業學系<br>106<br>With the significance of the independent director in corporate governance field, more and more studies have been done concerning independent director to firm performance. The purpose of this study is to investigate the impact of the relationship between the degree of interlocking outside directors and the associated firm performance, and to provide meaningful implications to academic research stream and business practitioners.
We incorporate the viewpoints of corporate governance into our models, and collect the data from Taiwan Economic Journal (TEJ) to test the proposed hypotheses. The research period is from 2006 to 2014, and the sample is composed of 491 firms, 2673 observations. Using Hausman test, fixed effect are applied to the models in this research. The result shows that: (1) the higher the degree of interlocking outside directors of a firm, the worse performance it has; (2) information transparency and disclosure will mediated the relationship between the degree of interlocking outside directors of a firm and its associated performance.
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Hu, Shun-Wei, and 胡舜崴. "The Relationship between Firms’Voluntary Appointing Independent Outside Directors and the Performance: From the Perspectives of Institutional Theory." Thesis, 2012. http://ndltd.ncl.edu.tw/handle/94649833294491119033.
Full textAbstract:
碩士<br>國立東華大學<br>國際企業學系<br>100<br>In 2002, Taiwan Securities and Exchange Act worked out the laws regulating companies to appoint the independent outside directors(IOD) and underlining stringent conditions for the “independence” of outside directors. However, given the laws, not all the firms are required to appoint IOD and the firms going IPO before Feb.25th, 2002 can assign IOD on the boards with their discretion.
We employ the Institutional Theory in this study to investigate whether the appointment of IOD on the boards under isomorphism pressures can lead better performance, given the Taiwan’s institutional environment. In other words, this study aims to find the relationship between a firm’s voluntary appointment of IOD on the board and its associated performance.
307 electronic companies of Taiwan listed before 2002 are sampled in this study, with an investigation period during 2001 and 2009. We use the multiple linear regression to test the hypotheses. The results showed that: (1) IOD appointment can reveal the isomorphic pressures, reflecting the difference of the voluntariness among firms; (2) the companies which had already appointed the IOD persistently and the IOD with professions will outperform than the firms appointing the IOD discontinuously and IOD with normal education levels.
The contributions of this study include: (1) theoretically, the Institutional Theory is employed to extend previous studies concerning the appointment of IOD and the institutional environment as a continuous process was found. Not only could the phenomenon of isomorphism improve the legitimacy but also the firms could pursue the higher level of efficiency and performance; (2) practically, this study suggest the companies appoint the IOD persistently and with professions for the outperformance. Following this way of appointing the IOD can not only improve the transparency of company information and objective views to increase the firm’s value but also attract more attentions and resources from investors.
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Lin, Tzu-Yao, and 林子堯. "The Impacts of Outside Directors and Family Ownership on Firm Performance - The Case of Electronic Industry in Taiwan." Thesis, 2008. http://ndltd.ncl.edu.tw/handle/76564622028444131501.
Full textAbstract:
碩士<br>國立臺灣大學<br>商學研究所<br>97<br>This study examines the effects of outside directors, family ownership and absorptive capacity on corporate performance. From the research results, this study suggests an inverse U-shaped relationship between the proportion of outside directors and corporate performance. When adding two types of absorptive capacity- R&D intensity and marketing intensity- as moderators, the relationship between outside director percentage and corporate performance becomes strengthened or attenuated respectively. In addition, this study proposes that the proportion of family directors is negatively associated with the corporate performance; while the proportion of the family equity ownership is positively associated with the corporate performance. Comprehensive secondary data on all the electronic companies listed in the Taiwan Stock Exchange supports the prediction. This article also discusses the managerial implications and highlights future research directions in the end.
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(11205408), Ha Yoon Yee. "Co-opted boards and voluntary disclosure." Thesis, 2021.
Find full textAbstract:
<p>This study examines whether
directors appointed after a Chief Executive Officer (CEO) assumed office
(“co-opted” directors) affect corporate voluntary disclosure. I find evidence
that firms issue management earnings forecasts less frequently when directors
are co-opted. These results hold even when these directors are considered
independent by regulatory definitions. Cross-sectional tests indicate that my
results are stronger when firms disclose bad news, provide higher pay to
co-opted directors, CEOs have greater ability to withhold disclosure, and
co-opt directors early in the CEO’s tenure. I use NASDAQ/NYSE listing requirements
as an exogenous shock to board co-option and find that director co-option has a
causal link to less voluntary disclosure. I further show that the effect was
robust to the effect of CEOs’ disclosure preferences and experience inside the
firm. This study suggests that boards that appear independent using the
conventional measures may fail to elicit adequate voluntary disclosure to
monitor managers. </p>
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MING, WU LI, and 吳立名. "A Study of the Impact of Board Process,Firm Performance,CEO Power on the Functional Roles of Outside Directors." Thesis, 2007. http://ndltd.ncl.edu.tw/handle/78632706129550667433.
Full textAbstract:
碩士<br>東海大學<br>企業管理學系碩士班<br>95<br>In the stream of improvement of corporate governance, companies set up outside directors ( or independent directors) was an innovation mechanism. Their main functions lied in strengthening the quality of board, preventing board from being dominated by major stockholders and being substituted by management teams. In November, 2001, Taiwan government abolished the limitation that directors should be elected from among stockholders in Company Law amendment, and it was the basis of domestic law origin. In February, 2002, the listing rules of TSE/GTSE have made amendment and every public company applying for listing should have at least two independent directors and one independent supervisor.
This study examines the listed firms which set up outside directors and try to discuss the separate influence of board’s operation, firm performance, CEO’s power on the roles of outside directors. This study use Hierarchical multiple regression method to examine the listed firms which set up outside directors.
The finding suggests:
1.If the official and the unofficial interactions among outside directors and other board members, management teams are more frequent, outside directors will be conducive to act their roles.
2.If the motivation of the outside directors is more close to the stockholders’ benefit, outside directors will be conducive to act their roles.
3.If the performance displays bad, outside directors will be conducive to act roles.
4.If the CEO duality exists on the board, outside directors will not have real power to act their roles.
5.If the percentage of stock share held by CEO is more than by board, outside directors will not have real power to act their roles.
6.If the tenure of CEO is longer, he will deal with any uncertainty problems and the percentage of acting their roles of outside directors will fall off.
7.If CEO holds a great amounts of boards of the other companies, he will spent a lot of time dealing with public affairs, and the percentage of outside directors who act their roles will increase.
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Cheng, Wei-Yun, and 鄭維芸. "The Influence of Outside Directors, Incentive Salary for High-Rank Managers, and The Diversification Strategy, on Organizational Employment Stability." Thesis, 2013. http://ndltd.ncl.edu.tw/handle/41694628367442530753.
Full textAbstract:
碩士<br>國立中央大學<br>人力資源管理研究所在職專班<br>101<br>This study examines the influence of three factors, ratio of outside directors, incentive salary for high-rank managers, and the diversification strategy, on organizational employment stability. The result indicates that the employment stability is low while the proportion of outside directors is high. It also shows that incentive salary and diversification strategy don’t have remarkable influence on organizational employment stability. Furthermore, this study found a nonlinear relationship between employment stability and those three factors. As the resign rate going up after reaching the lowest point, it reflects that ratio of outside directors, incentive salary for high-rank managers, and diversification strategy conduct double side effects on employment stability. This study has given managerial suggestions based on this result.
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HUANG, WEI-HAN, and 黃偉涵. "The relationship between outside directors involvement and moderating effects of ownership structure, CEO duality in family firms diversification strategy." Thesis, 2019. http://ndltd.ncl.edu.tw/handle/6cnpr5.
Full textAbstract:
碩士<br>國立臺北科技大學<br>經營管理系<br>107<br>This study investigates the impact of the outside directors involvement on family firms diversification. We apply stewardship theory and SEW (Socioemotional Wealth) perspective to examine how the outside director affects family firms diversification. Our samples are composed of public listed family during the year from1995 to 2015and based on the data set which is drawn from TEJ (Taiwan Economic Journal).In addition, the results show that the outside directors have a negative impact on family firms’ diversification; ownership structure has positive moderating between outside directors and firms’ diversification. Also, CEO duality has positive moderating between outsider directors and family firms’ diversification.
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Tsogtbaatar and 左巴特. "The Impact of Outside Directors and Board Size on Firm Performance of Family and Non-family Hotels in Taiwan." Thesis, 2014. http://ndltd.ncl.edu.tw/handle/84261189732352104789.
Full textAbstract:
碩士<br>國立中正大學<br>財務金融研究所<br>102<br>This study examines whether there are significant differences in the relationship between a board of directors (concerning the ratio of outside directors and board size) and hotel performance and whether this relationship depends on the hotel’s ownership structure (family and non-family hotels). The ratio of outside directors is defined as the ratio of outside directors on board to the board size (the total number of directors on board). The indicator of financial performance under consideration is Tobin’s Q. The family hotel is defined according to ownership percentages and board-seat occupancy of hotel owned by family members. The empirical results show that the effect of the ratio of outside directors and board size on family hotel performance is different from that of those on non-family hotel performance. As for non-family hotels, the results show that performance increases when outside directors are added to the board but for family hotel, the performance worsens when outside directors are added to the board. Moreover, board size has a negative impact on performance of non-family hotels but not related with performance of family hotels.
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Cheng, Yuan-Jui, and 鄭元瑞. "The relationship between performance feedback and the moderating effects of ownership structure, outside directors involvement in family firms diversification strategy." Thesis, 2018. http://ndltd.ncl.edu.tw/handle/qdm769.
Full textAbstract:
碩士<br>國立臺北科技大學<br>經營管理系碩士班<br>106<br>The behavioral theory of the firms proposed performance feedback mechanism to examine strategic changes. Because of bounded rationality and limit-resources, most decision makers rely on performance feedback to judge whether or not firms are now on the right track. In this study, we applied performance feedback mechanism and SEW (socioemotional welfare) perspective to examine how different performance feedback affects family firm’s diversification strategy. Samples are drawn on public listed family business in Taiwan during the year of 1995 to 2015. Our results show that when both performance feedbacks are positive, family firms will decrease diversification strategy, while when it faces negative performance feedback, firms will have different preference in family firm’s diversification strategy. In addition, the divergence between cash flow and control rights and outside boards involvement have partially moderating effects on the performance feedback and family diversification strategy.