published_or_final_version / Business / Doctoral / Doctor of Philosophy

This study has examined the relationship between corporate governance structures and the performance of a sample of companies listed on the Malaysian Stock Exchange in the post-Asian financial crisis period beginning 2001 and ending in 2003. The sample was selected to provide matched-pairs of government linked companies (GLCs) and non-government linked companies (NGLCs), as it was anticipated that these groups would have different governance structures and that these differences might impinge on the association being studied. The empirical results indicate that there were eight statistically significant differences between the corporate governance structures of GLCs and NGLCs, thus supporting the contention that it would be useful to examine the association between corporate governance structures and performance for these two distinct groups separately. Accordingly, univariate and multivariate tests were performed on three samples: (i) GLCs; (ii) NGLCs and (iii) a combination of these referred to as All Companies. The multivariate tests were performed both on the dataset collected from published sources and this data transformed using the Van Der Waerden approach. Although tests for conformity suggested no significant statistical problems with the original data-set for multivariate analysis, it was hoped that the transformation would provide better models for explaining the relationship between corporate governance variables and performance. The multivariate analyses on both the standard and transformed data-set found no empirical evidence of a consistent relationship between corporate governance structures and performance measured by return on assets and return on equity in GLCs, NGLCs or the combined sample over the period. Statistically significant relationships were found across the groupings and for different performance measures but were not sustained across all years. The implications for corporate governance research of these inconsistent results across different measures of performance and different samples across the three year period is that empirical research may reach conclusions based on statistically significant results at a point in time that are only relevant for this historic context and may not persist. The results also indicate that, despite the eight differences in governance structures of GLCs and NGLCs, the observed differences in the performance could not be explained by their governance structures. This finding supports the view that these structures provide appropriate monitoring on company’s management rather than improving performance. These findings are consistent with the ambivalent position on the relationship between performance and corporate governance variables observed by the literature which exhibits conflicting arguments about the direction of relationships and empirical results that are extremely variable. This study also found that the relatively poor performance of GLCs in Malaysia which has been associated with government influence on the board structures such as the appointment of a bumiputra as director (BUM), a senior government officer as director (SGO) and a politician as director (POL) were basically unfounded because these variables have no statistically significant adverse impact on performance.

<p>La thèse se compose de trois chapitres distincts. Le premier, rédigé en français, traite des questions de l’adaptation des établissements de crédits belges à leur environnement économique et financier depuis le milieu des années septante. Il a fait l’objet de deux publications dans les Cahiers Economiques de Bruxelles en 1997. Les deuxième et troisième chapitres, rédigés en Anglais, traitent de questions de Corporate Governance et, en particulier, décrivent et analysent l’actionnariat et les participations des sociétés belges cotées en Bourse de Bruxelles en 1995.<br> <p><b>Chapitre 1 : Impacts des évolutions du secteur financier sur le choix de portefeuille d'une banque</b><br> <p>Comment expliquer l’apparente stationnarité de la structure de bilan des établissements de crédits au cours de ces vingt dernières années? Pour modéliser l'activité bancaire, nous avons utilisé les théories de choix de portefeuille de Markowitz, en considérant la banque comme un investisseur face à trois actifs risqués (crédits, dépôts, fonds d'Etat) et détenant un capital fixé. Le modèle développé est une extension du modèle construit par PYLE (1971) qui prenait en compte deux actifs risqués et un actif sans risque.<br> <p>Le paramétrage ajuste le bilan théorique d'une banque sur le bilan agrégé de l'ensemble des banques en Belgique en 1975. Cet ajustement sur des données du passé permet d'étudier, aux travers de chocs sur les paramètres du modèle calibré, les trois grandes évolutions qu'a connu le secteur bancaire au cours des vingt années écoulées : l'augmentation de la concurrence bancaire, la modification des risques d'intérêt dans le sens d'une plus grande flexibilité des taux de dépôts, et l'introduction du ratio Cooke, imposant aux banques de détenir des fonds propres à hauteur de 8% minimum des crédits accordés au secteur privé.<br> <p>L'étude de ces trois chocs, individuellement d'abord, simultanément ensuite, a mis en évidence notamment les résultats suivants :<br> 1. L'apparente stationnarité de la structure des bilans bancaires depuis 1975 cache la compensation mutuelle des impacts de chacune des évolutions du secteur.<br> 2. L'augmentation de la concurrence bancaire, entraînant la réduction des marges d'intermédiation, a eu pour effet d'entamer la rentabilité du secteur et, par-là, la fragilité financière des établissements de crédits.<br> 3. L’introduction du ratio Cooke il y a quelques années ne fut pas contraignant pour la moyenne du secteur, contrairement à ce que certains ont prétendu à l'époque.<br> <p>Enfin, une actualisation des données de 1992 à 1996 détaille les raisons de l’amélioration de la rentabilité du secteur bancaire sur ces dernières années et confirme la validité du modèle utilisé par un paramétrage actualisé pour l’année 1996.<br> <p><b>Chapitre 2: Shareholdings Structure and Separation between Ownership and Control In Belgium</b><br> <p>The second chapter tends to describe, in a comprehensive manner, the full ownership structure of the 140 Belgian listed companies by the end of 1995, as well as the portfolio of their shareholdings. The paper details the matrix methodology used based on the contribution of Brioschi et al. (1989, 1997) and the database built to this end. The paper is part of a much wider network, the ECGN (European Corporate Governance Network), composed of several researchers in each of the European countries.<br> <p>Results show that direct ownership of listed firms is highly concentrated: on average, the largest shareholder controls, 45% of the votes, while the second one, much smaller, controls 11% and the third one 6%, others are negligible. Ultimate ownership concentration is high also if we consider the possibility of pyramiding. The largest ultimate owner controls on average 30% of the votes in a listed company, 6% for the second one. Pyramids are flat in Belgium: one or two ownership levels maximum in most cases.<br> <p>The ratio between the percentage of stakes owned and the percentage of stakes controlled by investor appear to be very limited in Belgium. Moreover, the effect of pyramiding in the separation between ownership and control seems to be negligible. There are, however, two big exceptions to this state of fact. These are the French holding company Suez and the non-listed Belgian firm Frère-Bourgeois, controlled jointly by the Belgian businessman Albert Frère.<br> <p>International comparisons of separation ratios reveal that in a country knowing the same Corporate Governance system as Belgium - Italy - the situation is similar in many regards, but extreme cases are much more pronounced. The situations are very different in countries belonging to other Corporate Governance systems, like The Netherlands and the United States.<br> <p><b>Chapitre 3: Block Investment and Partial Benefits of Corporate Control: The Case of Belgium</b><br> <p>The work of Zwiebel (1995): “Block investment and partial benefits of corporate control”, brings some answers to the question of the determinants of the shareholder structure of a public company. The objective of the chapter is to check whether Zwiebel’s theoretical predictions remain valid with ownership data of listed Belgian firm. And, more specifically, the results on distribution of small investors across firms compared to large shareholders. The question is also to assess the validity of Zwiebel’s theory across different corporate governance systems.<br> <p>To this end, we use first the same econometric tests as Zwiebel applied to US data in his paper, then we run non-parametrical tests in order to make a deeper analysis of the Belgian data. We test the statement both for direct ownership data and ultimate ownership data. We found a good applicability of Zwiebel’s prediction to the Belgian case. Our results allow us to discuss the robustness of Zwiebel’s theory across very different Corporate Governance system like in the United States and in Continental Europe, and contingent to this, its limitations.

This research offers the perceptions of independent non-executive directors (INEDs) in Thailand of their roles and the way they cope with constraints such as family-concentrated ownership structures and asymmetric information problems. There has been scant prior research in this area. The researcher applied qualitative research techniques to understand what was in the interviewees’ minds. The semi-structured interview was employed because it allowed some flexibility while also providing some guidelines. The fieldwork data reveals that interviewed INEDs were aware of a board’s control role which, in theory, can be realised by nominating and remunerating top management; however, in practice they had no authority to do so due to the family-concentrated ownership of Thai firms. Ensuring compliance with laws and regulations was the actual controlling activity which they undertook. Another role perceived was a service role concerned with giving advice and counsel to management. Although the interviewees rarely got involved with planning and directing, they contributed their expertise to the board. Their service function also helped them to better fulfil a control role because an INED’s service role builds his credibility in the eyes of management. This allows them to gain access to better information about a company – a critical input of a control role. Therefore, a good relationship between executives and non-executives is an essential factor for INED’s effectiveness. i A proportion of outside directors on the board and a director’s independent background were not considered guarantees of board independence. Only an INED’s independence of mind matters. Such independence can be exercised by resigning in order to send a signal to the market and protect minority shareholders. The competencies and personal characteristics of INEDs and their motivations are other elements contributing to their effectiveness.

Corporate governance refers to a complementary set of legal, economic and social institutions to protect the interests of corporate owners by securing long-term corporate stability. A corporate governance system is comprised of a wide range of practices and institutions, from accounting standards and laws concerning financial disclosure, through executive compensation, to the size and composition of corporate board all envisaging monitoring responsibility on the part of the investors to protect them from expropriation by managers. Managers’ power and prestige in running a large and powerful corporation give them superior access to inside information and thus a privileged position as compared to the numerous and dispersed shareholders. The principal concern of the present work is the UK-model of corporate governance and the role of institutional shareholders in the governance of their investee companies listed on the London Stock Exchange. The proportion of the listed UK equity market owned by major shareholders grew enormously between the early 1960s and 2008. Whereas in the early 1930s, individual investors had 80% of the securities traded on the London Stock Exchange, now the ownership structure of public listed companies has significantly changed so that institutional investors have become the dominant players on the British financial market with 88.7% share-ownership of listed companies. This significant growth of institutional ownership has coincided with the emergence of self-regulatory corporate governance practices. The British model has played a pioneering role for the development of a self-regulatory approach to corporate governance framework from the Code of Best Practices 1992 to the Combined Code 2008 and the UK Corporate Governance Code 2010 and the Stewardship Code 2010. The self-regulatory approach on the basis of the ‘comply or explain’ principle adopted by the British model has now been in operation for the last two decades. The operational flexibility of the ‘comply or explain’ approach not only encourages the companies to adopt the general spirit of the code rather than the letter but also takes into account the monitoring responsibility of the institutional investors. This latter feature of the UK approach is based on the assumption that institutions have an economically-rational self-interest to monitor and actively engage with their investee companies to evaluate the veracity of their disclosure statements and thus to protect their investments.The crucial question asked by this thesis, however, is why institutional investors are not behaving as the model expects them to and thus why they have in fact been acting as ‘absentee owners’. Their perfunctory monitoring behaviour by adopting a ‘box-ticking’ approach on the basis of a ‘comply or perform’ analysis appears to have contributed significantly to the financial crisis. This thesis moves on from this observation, however, in order to consider whether there is anything that can be done to improve the monitoring behaviour of institutional investors. In this regard, it begins by noting that institutional investors are not homogeneous; some are companies while others are trusts; they face different problems of collective action, short-termism, conflicts of interest and managerial manipulation. The thesis accordingly considers whether there are any existing powers and remedies within company law and trust law that could be brought to bear in order to encourage or even enforce improved monitoring by institutional investors within the UK’s corporate governance model, which even in the aftermath of the financial crisis remains steadfastly wedded to self-regulation.

In the recent years, there have been many reports on the prevalence of corruption in the Department of Justice and Constitutional Development. Corruption impacts negatively on the image of organisations since it erodes public trust and delegitimises such organisations. Therefore, good corporate governance practices should be adopted to prevent corruption. The purpose of this study was to analyse the governance system of the Department of Justice and Constitutional Development with the view to identifying shortcomings in the system.

No description available.

Research report to the SBL, Unisa, Midrand. / The research project aimed to establish whether corporate governance is important to investors from a value perspective. The implications and recommendations for further research were provided.

This thesis is dealing with problems connected with the term The care of proper manager, that forms the basic requirement of quality of work margin in czech companies. The content is divided into nine chapters. The first chapter brings an introduction into the dilemma. It is stated here why have I chosen this topic, why do I consider this topic to be important and I am laying down the aims of my thesis. In the end, there are mentioned the methods which has been used while writting this thesis. The second chapter, the most extensive one, is focused on Proper manager' s care as a term. It is trying to define, describe and file this term legislatively; not only in terms of company law, but also in the scope of other legal enactments. Then the work focuses on subjects on which is laid the duty of conducting issues with Proper manager's care. Then there is mentioned the historical evolution of this term. In, according to my opinion, the most important part of this thesis; the term Proper manager's care is determined in comparison with the terms Appropriate care and Professional care. All these terms are later assigned to certain models of formulation of requirement of quality of work margin. The third chapter is dedicated to the issues of breaking of the proper manager's care and to the consequences of...

The specificity of the anglo-saxon and continental understanding of corporate governance The goal of my thesis is to characterise specifics of anglo-saxon and continental corporporate governance with regard to the different historic background, capital markets` development degree, theoretical issues, shareholder structure, methods of investment funding and the organizational structure models in both of these legal cultures. The scope of the research is focused only on comparison of two systems and concepts of the corporate governance rather than overall description and analysis of its every single aspect. Second part of this paper is dedicated to the takeover bids issue, as one of the external aspects of corporate governance. Subchapter 1.1 is introductory and endeavours to define the concept of corporate governance. Subchapter 1.2 examines the history and first ocuurence of the corporate governance issues that is very closely connected to the so called "separation of ownership and control" phenomenon. As far as the relationship between shareholders and management of the company is concerned, subchapter 1.3 deals with the agency problem in relation with its costs. The comparison of shareholder structure and company funding method is the core question of the subchapter 1.4. Following part describes...