This thesis analyses several aspects of institutional investor influence in the corporate governance of UK firms. Chapter 1 introduces the thesis, and Chapter 2 provides a literature survey. The main original empirical research findings are presented in Chapters 3 to 5.Chapter 3 explores the key firm characteristics related to institutional investors. We show that institutional shareholdings, particularly those institutions with a large shareholding, are positively related to the proportion of outside directors on the board; with stock returns and with volatility. Institutional shareholdings are negatively related to the shareholdings of inside directors and firm size. Interestingly institutional shareholdings are positively related to CEO age but negatively related to the number of CEO’s years in office. This seems contradictory but it is consistent with institutional investors wanting experienced CEOs but not those individuals who have become entrenched. None of the measures proxying for the Cadbury recommendations for board structure, such as number or proportion of non-executive directors, CEO duality, or outside chair, has a significant relationship with institutional shareholdings. Chapter 4 analyses the relationship between institutional shareholdings and CEO cash-based remuneration. Uniquely to this field of research we also consider the different elements of remuneration separately to account for the timing differences relating to their award and performance criteria. First, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, does significantly reduce the magnitudes of salary and bonuses but they do not reduce the magnitude of benefits. However, the presence of an institutional investor, regardless of the size of their shareholding, has no relationship with the magnitude of any of the remuneration variables. Second, we find that institutional shareholdings significantly increases the positive relationship between bonus remuneration and firm performance, but that they do not have such a noticeable effect on the relationship between salary and benefits and firm performance. Third, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, reduces the rates of increase in salary, benefits and bonuses. Fourth, we find that the past practice of modelling salary and bonuses together can produce misleading results. We suggest that salary and bonuses should be modelled separately because they are payments for different reasons and relate to different periods of firm performance. Chapter 5 explores the influence that institutional investors have over CEO turnover. We show that the likelihood of a CEO being forced from office is negative and significantly related to firm performance and positive and significantly related to the presence of a large institutional shareholding or high concentration of institutional shareholdings. The findings in this thesis are robust to variations in research design. The conclusions are that the internal control mechanisms do work, that institutional investors are not the ‘passive’ investors often portrayed by some practitioners and early academic research and that institutional investors go to some lengths to ensure that their investee firms are properly governed.

The purpose of this thesis is to analyse the effect of corporate governance on firm performance and information leakage in the Chinese securities market. As one of the major emerging markets in the world, the results of this thesis are valuable not only to the Chinese market, but also to other emerging markets. To achieve this purpose, data is collected from most of the non-financial listed companies in the two Chinese stock exchanges, which are the Shanghai Stock Exchange and the Shenzhen Stock exchange. The data sample covers the period from 2004 to 2008, since there was a series of new reforms in the Chinese stock market at that time. These reforms include new legislation and the reduction of non-tradable shares. Then this thesis employs the panel technique and the pooled OLS to estimate the effect of corporate governance on firm performance and information leakage in Chinese listed companies. Firstly the relationship between corporate governance and firm performance in Chinese companies is empirically evaluated. The empirical results of this thesis find that the ownership structure of Chinese companies will affect their firm performance. In this thesis, proxies of ownership structure include the proportion of institutional ownership, the proportion of the state ownership, the proportion of shareholdings of the largest shareholder, and the proportion of tradable shares in Chinese companies. A greater proportion of institutional ownership has positive effects on firm performance in Chinese companies. Board subcommittees also help Chinese companies to increase firm performance. The market reforms of 2006 also help Chinese companies to increase their firm performance. However, the board of directors and board of supervisors do not affect firm performance in Chinese companies. Secondly, information leakage in the Chinese Stock Market is empirically assessed. If investors receive corporate material information before the public disclosure, this phenomenon is known as information leakage. The thesis finds that information leakage in the Chinese market is widespread. Finally, the thesis empirically examines the effects of corporate governance on information leakage in Chinese companies. Board subcommittees have negative effects on information leakage in Chinese companies. Other variables of corporate governance do not affect information leakage in Chinese companies. Additionally, the thesis finds that market reform promotes more information leakage in Chinese market. On the basis of the empirical results, the thesis provides the following recommendations. First, the Chinese Stock Market needs to reform the relevant legislation. Second, Chinese companies need to reform their ownership structure. These suggestions may strengthen the internal governance of Chinese listed companies, thereby, increasing firm performance and decrease information leakage.

This thesis examines the effect of IFRS No.3, <i>Business</i> <i>Combinations</i>, on managers’ accounting choices with respect to the goodwill impairment losses reported by the largest UK firms.  While IFRS No. 3 was issued to improve the accounting treatment of goodwill and provide users with more useful and value-relevant information regarding the underlying economic value of goodwill, it has been criticized by academics, practitioners, and dissenting IASB members on the grounds of the managerial discretion inherent in the process of testing goodwill for impairment.  It is unclear how IFRS No. 3 has affected the reporting of goodwill impairment losses, including the related managerial flexibility exercised in determining them. Results reveal managers are exercising discretion in the reporting of goodwill impairments following the adoption of IFRS No.3.  Specifically, goodwill impairments are more likely to be associated with recent CEO changes, income smoothing and “big bath” reporting behaviours.  However, results also indicate that goodwill impairments are strongly associated with economic indicators of impairment and have significant positive associations with effective governance mechanisms as measured by the percentage of independent directors on the board of directors, the number of board meetings, the percentage of shares owned by blockholders holding at least 10% of outstanding shares, and the percentage of shares owned by executive and non-executive directors, suggesting that managers are more likely to be using the discretion afforded by IFRS No.3 to convey their private information and expectations about the underlying performance of the firm rather than acting opportunistically in the write-off year.  These inferences are robust to a number of modelling specifications and variable definitions.  Further analysis and principal component aggregation of the corporate governance variables provide additional assurance that the perceived managerial reporting incentives are less likely to be opportunistic.

The purpose of this research was to explore the relationship between diversity within the boards of directors of American companies and firm financial growth. Specifically, this study sought to determine the question of whether a relationship exists between medium-term growth in a firm’s accounting returns and the inclusion of a) minority women, b) ethnic minorities, or c) women on its board of directors. The supporting analysis for this inquiry included an in-depth examination of the five-year growth rates in ROE, ROA, and profit margins of 439 companies between 2011 and 2015. These companies operate across eight industry groups and are listed either on the New York Stock Exchange or the NASDAQ stock index. Results of the statistical analyses show significant increases in financial growth for companies with gender- and ethnically-diverse boards (when compared to boards consisting solely of white men). However, based on effect sizes, the most significant increases were found in the profit margins of companies with minority directors.

Understanding corporate governance from an academic, practical, legislative, and social perspective has never been more important given the increasingly internationalized and financialized global economy. The global financial crisis of 2008 and resultant recession painfully evidence what many scholars have argued throughout the last century: in market-based economies, the economic and the social spheres remain inseparable. Today, such economies rest on the backs of publicly-traded corporations and understanding how such corporations are governed is the goal of this research effort. I argue that corporate governance is not a set of characteristics to be measured, modelled, and packaged as prescriptive principles but rather it is a series of exercises in decision-making across space and time rife with idiosyncrasies. As such, I present a novel corporate governance research agenda which focuses on the two pillars of decision-making, namely the environmental contexts within which the decision-making processes are embedded and the networks of agents involved in such processes. In a globalized economic setting, both the environmental contexts and the networks of agents readily transcend multiple social, cultural, and geo-political boundaries—resultantly, the research agenda I present is one predicated on the geography of governance. I apply my research agenda to the Canadian setting in efforts to demonstrate the utility of this research agenda while providing a better understanding of the Canadian model of corporate governance. This research is the first to systematically investigate the Canadian model of corporate governance and concludes that, contrary to predominant assumptions, there is no single harmonious national model but rather a mosaic of thirteen distinct provincial and territorial models which are asymmetrically linked by means of market actors and interactions and which exists in a temporary balance of parochial and cosmopolitan forces.

"Mémoire présenté à la faculté des études supérieures en vue de l'obtention du grade de Maître en droit (LL.M.)" / Au cours de la dernière année, la régie d'entreprise a subi des bouleversements majeurs. Autrefois reléguée au second plan comme relevant des affaires internes de la compagnie, les récents scandales financiers aux États-Unis ont poussé à l'avant plan la problématique de la régie d'entreprise et le rôle que doivent assumer les divers intervenants du marché. Le congrès américain a réagi très rapidement aux scandales par l'adoption d'une loi. Les autorités canadiennes durent se questionner sur le type de réforme qui devrait conduire le Canada vers une meilleure régie d'entreprise tout en conservant sa compétitivité dans un contexte de mondialisation. Le présent mémoire se veut une approche pratique à la problématique de la régie d'entreprise. Au-delà des théories élaborées, le contexte actuel requiert une action concrète adaptée au milieu et au contexte économique canadien. En ce sens, la réaction des autorités canadiennes aux changements en place aux États-Unis nous renseignera non seulement sur la philosophie des autorités canadiennes, mais également sur l'approche qui sera privilégiée par celles-ci dans l'évolution de la régie d'entreprise qui doit mener à la reprise de confiance des investisseurs dans le marché, confiance durement ébranlée par les récents scandales financiers. / Over the past year, corporate governance has suffered many hits. Traditionnally pushed aside as management's problem, the recent wave of financial scandais in the United-States has put corporate governance at the front end. In that context, the role of market participants must be redefined. The United-States Congress reacted very rapidly to the scandais by adopting a new by-Iaw, the Sarbanes-Oxley Act. The Canadian authorities had to question themselves as to what kind of reform Canada would need to put it on the path of better Corporate Governance without compromising its competitiveness in a global market. The present paper follows a practical approach to the recent Corporate Governance problems. Beyond the theories elaborated on Corporate Governance, today's context requires concrete action adapted to the Canadian economic environment. In this sense, the reaction of the Canadian authorities to the new rules in the United-States will give insight as to what is the Canadian authorities' philosophy on the subject and what lies ahead for regulatory changes in Canada in the market's search to regain investor confidence after a wave of financial scandais.

Duty of due managerial care of member of an elective body of a limited company and consequences of its violation The purpose of my thesis is to analyze duty of due managerial care (hereinafter as "duty of care") of a member of an elective body of a limited company according to new legislation, which became effective in January 2014. Duty of care consist of several indefinite aspects and my aim is to define them and set boundaries in which person as a member of an elective body shall operate during performing his duties. Thesis refers to doctrinal view on this topic, offers solutions based on relevant jurisdiction and looks at consequences of violating duty of care. The thesis is composed of six followed-up chapters. Chapter One is introductory, defines basic terminology and consists of defining persons, who shall follow the rules of duty of care and consideration of liability in case of distribution of competences in collegiate body. Chapter also deals with issue brought to Czech law with integrating a monistic structure of stock company. This passage comes to conclusion that duty of care belongs to statutory director in the event of violating guidelines made by board of directors. Chapter Two is subdivided into two parts, each describing aspects of duty of care. Firstly it describes duty of loyalty...

Failure of high profile companies such as Enron, World.com had initiated a call for an investigation to analyse the reason for such radical consequence to prevent further similar financial crises. One of the common factors identified by the researchers is the poor disclosure, transparency and Corporate Governance (CG) mechanisms. Similar to the UK, the compliance towards CG codes are voluntary for the majority of the countries around the globe including Kuwait. CG codes aimed to improve the governance of a company including transparency. Thus, voluntary disclosure had been examined by numerous academics to emphasise the importance of accountability, transparency that in turn increase the confidence of investors and creditors in the financial markets of emerging economies. This thesis is based on Kuwait, as it is a resource rich country and attracts foreign investments. The Central Bank of Kuwait (CBK) issued instructions for CG mechanism especially to the financial sector in 2004. From the research in hand, there was no longitudinal study in Kuwait concerning the impact of GC mechanism to voluntary disclosure. The sample in this thesis consists of 155 Kuwaiti listed companies from 2007 to 2010, 620 firm-year observations. A self-constructed index was developed to evaluate the level of voluntary disclosure and how it developed over time. Both univariate analysis and multivariate analysis were used. Most of the thesis results were consistent with previous studies; there was a gradual increase in the level of voluntary disclosure and its categories over the observed period. All CG mechanisms findings revealed significant associations with voluntary disclosure, except board size and role duality, have a negative significant association. Ownership structure indicates insignificant association with voluntary disclosure. Firm characteristics have a significant positive association with voluntary disclosure, except profitability, has a significant negative association, while gearing is found an insignificant association. Furthermore, the level of voluntary disclosure in the financial sector is higher than the non-financial sector. The contributions to knowledge in this thesis are; 1) It is the first empirical longitudinal study in Kuwait concerning voluntary disclosure, and its relationship with GC mechanism, ownership structure and firm characteristics, as far as the researcher is aware. 2) It provided evidence of the importance of CG to enhancing the level of voluntary disclosure in Kuwait business environment, especially that the level of voluntary disclosure in the financial sector is higher than the non-financial sector. 3) Employed many quantitative methods, such as OSL regression, Normal score, GLS regression, Tobit regression and Quantile regression (divided into 25%, 50% and 75%). 4) A self-constructed index, which was developed in this thesis, could be suitable for other Arab Gulf countries that are similar in the business environment and experiencing the same economic changes. 5) Provides evidence of the possibility of employing the disclosure theories derived from developed countries in emerging countries. 6) It is possible to generalise the results of the disclosure index to other companies not investigated in this thesis. Moreover, this thesis implies that the legislative and regulatory authorities, in particular, the capital markets authority Kuwaiti, need to increase efforts to enhance the role of corporate governance practices in Kuwaiti listed companies.

In the aftermath of the 1997/1998 Asian financial crisis, there are signs that in Malaysia, corporate governance practices are gradually converging towards the Anglo-American model. Drawing on three key theoretical lenses, namely agency theory, institutional theory and resource dependence theory, this study investigates an unexplored phenomenon in corporate governance reformation, at least in the context of Malaysia. The study examines the relationship between corporate governance elements and the level of foreign equity ownership (FEO) in Malaysian public listed companies (PLCs). More specifically, the aim of this study is to answer the following research question - Does corporate governance influence the level of FEO in Malaysian companies? In the context of this study, corporate governance is taken to be the aggregate of board of directors characteristics, directors attributes and ownership structure. On the other side of the equation is FEO, which is taken to be the proportion of equity owned by foreigners. The majority of foreign investors who are making investments in Malaysia originate from Western countries, and are accustomed to the Anglo-American corporate governance system. Thus, this study examines the influence of governance mechanisms in attracting foreign investors in a unique governance context following a major economic event i.e. the Asian financial crisis of 1997/1998. Accompanied by institutional theory and resource dependence theory, agency theory is used as the key lens to explain the hypothesised relationships. The study's hypotheses are tested using the panel data derived from 1,836 observations over a 12 year period, from 2000 through 2011. By considering the existence of heteroscedasticity and the serial correlation problems, the generalised least square (GLS) method was employed to estimate the model. To enrich the findings, logistic regression analysis was further applied and the potential endogeneity issue was resolved with a GMM test. The findings indicate that the level of FEO in Malaysian PLCs is significantly related to foreign directorships, the Western educational background of directors, professional directors, and multiple-directorships. However, the results defy the significant relationships of board size and outside directors, as generally proposed in the extant literature. In addition, the role of ownership structure is important in foreign investors behaviour, since it is found that foreign investors avoid investing in family-controlled companies and in companies with high institutional ownership. Therefore, from the overall results of this study, it can be concluded that there is evidence that corporate governance mechanisms do influence foreign investors decision making, at least in Malaysian PLCs. The implications of this study are discussed in terms of the relevant literature, theory, methodology and practice. In brief, this study has great potential impact in many respects including its relevance for policymakers in setting up new policies, designing new rules and strengthening existing regulations, both at country and firm levels.

The objective of the thesis is the comparative analysis of a system of corporate officers remuneration. The present state of the corporate officers remuneration in the Czech Republic and abroad will be analyzed. For the analysis data from selected companies will be used.