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This thesis investigates the phenomena that underlie corporate governance practices in the Nigerian banking sector (NBS); the purpose is to understand the nature of corporate governance and the factors influencing it. It offers a response to a number of concerns raised about the effectiveness of banks’ corporate governance practices, especially before the consolidation reform and during the 2007-2009 global financial crisis. Culture and leadership are identified as providing the most suitable theoretical framework for this study, and through grounded theory (GT), an empirical study is undertaken to identify the nature of corporate governance practices in banks, the factors that influence such practices and the outcomes of this influence. The GT methodology is used in the following ways: First, a comparative analysis is performed in the open coding stage, based on first and second series of semi-structured interviews and focus group discussions conducted with the executive managers of the 24 quoted banks in Nigeria, officials from the Central Bank of Nigeria (CBN), representatives of the Nigerian Deposit and Insurance Corporation (NDIC), and other stakeholders. The open coding leads to the development of eight open categories, their properties and dimensions based on the responses garnered from the interviews and focus groups. Second, through axial coding, the identified open categories are subsumed into higher categories, and the relationships among these categories are established by means of the paradigm model. The paradigm model provides the basis for the development of a substantive GT. Third, through the selective coding process, based on a third series of semi-structured interviews that identify human action and a lack of leadership as core categories, relationships with other sub-categories are verified, which eventually leads to the presentation of the substantive theory of corporate governance for banks. This theory perceives corporate governance practice in banks to be affected by human actions and a lack of leadership. This substantive theory is then explored in relation to the formal theories of culture and leadership; this offers an understanding of the corporate governance of banks in Nigeria and explains the relevance of the formal theories more clearly. Furthermore, the idea of the social contract in relation to cooperation and trust is presented as a tool with which to address free-rider issues. The use of GT is extended to explore the phenomena underlying corporate governance in the given context, providing a better understanding of the influence of culture and leadership in corporate governance theorising. Finally, this thesis is the first attempt to combine the GT methodology, corporate governance and the theories of culture and leadership, and to offer insight into how to address the identified issues using the social contract strategy through trust and cooperation, making it a useful guide on corporate governance for banks.

This thesis documents a study of the factors associated with Boards of Directors’ strategic decisions. The premise upon which such a research initiative is founded concerns the increased interest of academics and business practitioners in Board of Directors in the U.K and in U.S in part arising from recent financial scandals made in major public companies. Despite this increased attention to Board of Directors, it is acknowledged that Boards of Directors is one of the most under-researched management topics and its research is limited in scope and scale. An extensive review of the literature revealed that a useful contribution to knowledge could be derived from the investigation of the factors that influence Boards’ strategic decisions in quoted organisations. The research objectives is then to investigate the strategic decisions Boards of Directors and the organisation make by examining the environmental factors associated with the Board, the characteristics of the Board such as age, education, experience, composition, the Boards’ strategic choices in areas such as innovation, strategic decisions and to examine the influence the Boards have on performance. Despite the significant research interest in this topic, knowledge is still incomplete. This thesis makes a significant contribution to the strategic management literature by developing an integrative framework which examines strategic decisions from both content and process perspectives. The model developed, identifies the influence on strategic decisions, the environment, the characteristics of the Boards of Directors and its involvement has as influence on strategic decisions. The empirical study is carried out in a new cultural context; Greece and more specifically to listed firms on the Athens Stock Exchange. A theoretical model has been created and following a deductive approach, primary data through questionnaires was collected from 105 Greek listed organisations. Data was analysed according to their descriptive properties and underlying correlation structure. Several principal components were derived from these analyses which were used in hypothesis testing. Subsequently, a multiple regression and GLM analyses were conducted in order to examine the interrelationships between the factors associated with Boards’ strategic decisions. The research findings are discussed and considered in light of current knowledge in the area. A number of conclusions are made from the findings. Furthermore, implications for academics and business practitioners are drawn that indicate the relevance and applicability of this research to corporate governance practices. Limitations of the research and possible future research are set out. The thesis is organised into seven chapters which are entitled in the following order: literature review of Boards of Directors and development of theoretical framework; empirical approach and conceptualisation of the factors associated with boards’ strategic decisions; descriptive research findings; principal component analysis and construction of scale indices; multiple regression and GLM analyses; and, conclusions and implications of the study.

This thesis adds to the ongoing accounting and financial literature by investigating the determinants and economic effects of corporate disclosure in a low disclosure environment – the two Chinese stock markets.  It examines two research questions: whether the imposition of exogenously-imported corporate governance legislation and international accounting standards (IAS) lead to a fundamental improvement of corporate disclosure practices; and the estimation risk perspective of whether increased corporate disclosure results in a lower cost of equity capital through reducing the risk premiums on information uncertainty on firm-special characteristics. Results for the first question demonstrate that, while corporate disclosure is increased over time, neither advanced corporate governance mechanisms nor the IAS facilitate material improvement in voluntary disclosure.  Instead, the ownership structure, especially foreign-ownership, seems to play a more essential role in determining companies’ disclosure practices. In regards to the second research question, this thesis shows stock prices of listed Chinese companies are largely informational inefficient, and that, under this circumstance, the level of corporate disclosure is strongly negatively associated with stock return volatilities.  This negative association appears to result from the high-margin decrease in information asymmetry on firm-special characteristics when listed companies increase mandatory disclosure.  This finding therefore provides further country-level evidence in support of the view that the extent of negative association between corporate disclosure and the cost of equity capital is primarily dependent upon the features of stock markets and the disclosure environment in different nations. This thesis concludes with recommendations for the Chinese government and the market regulator, the China Securities Regulation Committee (CSRC), to fundamentally improve current political and legal systems and to effectively enforce the mandatory disclosure legislation.

Purpose: The thesis aims to explore the roles that board directors undertake and understand whether there is an impact of the external organisational environment as well as several board characteristics on these roles. Design/ Methodology Approach: Building on existing literature a model is developed to test hypothesized relationships—i.e. directors’ roles with external environment and board characteristics. Measurements are designed—withdrawing them from the literature—to collect quantitative data from directors of UK organisations. The responses were collected from 115 directors working in UK organisations. Principal component analysis is conducted to reduce the data and propose a set of directors’ roles and correlation as well as regression analyses are utilised in order to test the hypothesised relationships. Findings: The results of the principal component analysis propose a set of six distinct roles for board directors, providing a new framework for future researchers. In addition, it is found that both the external environment and the board characteristics have some impact on what directors do, extending the limited empirical evidence found in the literature. However, the theoretical framework needs further examination and research. Limitations/Future Recommendations: The current thesis is evidenced by various limitations. Firstly, additional constructs can be added as determinants of the directors’ roles. Secondly, the response rate in the survey is low, which is regarded as a limitation, although there are limited studies offering quantitative results from board members.

A research report submitted In partial fulfilment of the degree of Masters of Commerce in Accounting, School of Accountancy, 2015 / This study is concerned with the adoption of materiality as a key reporting principle in the integrated report. This study investigates how preparers are determining which information is material and ought to be included in their integrated reports. The influence of logics is observed through an investigation of the different conceptualisations of the materiality concept by the preparers of integrated reports. Qualitative data was gathered from interviews with preparers of integrated reports in South Africa. The data was analysed using a grounded theory approach and the interplay between old and new logics that are shaping materiality in integrated reporting was identified. The findings of this research indicate that there are three groups of preparers each embodying different logics. The compliance preparers view integrated reporting as a compliance exercise. The stakeholder-aware preparers are aware that the integrated report should communicate with a wide variety of stakeholders and the interpretive preparer uses the integrated report not only to communicate to stakeholders but to identify weaknesses with in the entity. The findings also indicate that there are variations in practices and understandings of materiality and reveal differing organisational priorities which highlight the extent to which materiality is a social and behavioural phenomenon. The research adds to the limited body of corporate governance research drawing on an interpretive epistemology to explore recent reporting developments in a South African context the findings of this study will be relevant for the current debate about materiality in the integrated report, especially given the emergence of integrated corporate report. Keywords: King 3, GRI, Sustainable reporting, South Africa, Materiality, Institutional Logics, Integrated report. / MT2017

A Research Report submitted to the Faculty of Humanities, University of the Witwatersrand, Johannesburg, in partial fulfilment of the requirements for the degree of Masters of Arts, Applied Ethics for Professionals Johannesburg, 2016 / In this research report I will be investigating whether companies have an obligation to shareholders or a wider group of stakeholders. If they have an obligation to a wider group of stakeholders, then the question is whether planned obsolescence is an ethical practice that should inform their business and what the role is of ethical leaders in addressing problems such as job losses, environmental damage and conspicuous consumption that result from planned obsolescence. As part of my attempt to answer the research question I will discuss the evolution of views regarding business and the profit motive in relation to shareholders, the multi-fiduciary model, the enlightened shareholder approach and the inclusive stakeholder approach. I will then focus on planned obsolescence as a pervasive business practice and what circumstances morally justify negative consequences which are weighed against the positive effects. Finally, I will propose ethical solutions to the issues raised around planned obsolescence, aimed at achieving specific benefits whilst also limiting the negativity introduced by planned obsolescence. / GR2017

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The purpose of the research investigation is to consider the potential opportunities through which corporate governance may be developed to better suit the developing commercial culture within Poland. In order to do this, I formulate the following research questions: ‘What are the weaknesses of the Polish corporate governance system?’, ‘What changes should be made to corporate governance in Poland?’, and ‘Is a hybrid corporate governance model a choice for Poland?’ The concept of hybridisation is fairly new, and involves combining different approaches to corporate governance, eg it embraces combining elements of the board management and monitoring models. I examine several changes to corporate governance that can be called hybrid. They were implemented in South Africa, Japan, Malaysia, the UK and the US. The main focus, however, is put on Polish corporate governance, which I investigate from the angle of those changes. Doctrinal research is combined with a set of interviews conducted with business practitioners in Poland. Interviewees are asked to express their opinion about corporate governance in Poland. Questions are asked in the context of changes that were made to corporate governance in countries mentioned above. The interviews produce results that overlap with the doctrinal research. Polish companies have a highly consolidated share ownership structure, which has a negative influence on the allocation of power between corporate organs. The supervisory board is an organ through which the controlling shareholders extend their power. Under the Company Code 2000, the supervisory board usually appoints and removes members of the management board, and instructs them in the decision making process. The statutes might give a broader scope of powers to the supervisory board. All this results in various forms of expropriation in companies, such as, for example, stealing of profits by governing bodies, overpaying executives, or installing unqualified family members in managerial positions. In general, interviewees are pleased with the currently binding corporate governance in Poland. The majority of them are pessimistic about implementing such large changes in Poland as, for example, a one-tier board system. A significant number of interviewees propose minor changes to the Polish system of corporate governance. It should be highlighted that several non-managerial interviewees turn out to have more liberal approaches to potential changes to corporate governance in Poland. The research fills a gap in knowledge on hybrid corporate governance, as this issue has hardly been touched by the Polish legal doctrine. It also systematises and develops knowledge on hybrid corporate governance worldwide, and develops knowledge on legal transplant.

This thesis consists of three essays on the performance implications of senior decision-makers in the banking industry. While the first chapter looks at one aspect of bank performance from a regulatory perspective, the next two chapters study performance from an investor perspective. The first chapter uses regulatory enforcement actions issued against US banks to show that both board monitoring and advising are effective in preventing misconduct by banks. While better monitoring by boards prevents all categories of misconduct, better advising prevents misconduct of a technical nature. Board monitoring increases the likelihood that misconduct is detected, increases the penalties imposed on the CEO, and alleviates shareholder wealth losses following the detection of misconduct by regulators. This chapter offers novel insights on how to structure bank boards to prevent bank misconduct. The second chapter seeks to understand how the characteristics of bank executives affect the market performance of US banks. To explore the expected performance effects linked to executive characteristics, the changes in the market valuation of banks linked to announcements of executive appointments are estimated. The chapter shows that age, education and the prior work experience of executives create shareholder wealth while gender is not linked to measureable value effects. Furthermore, these wealth effects are moderated by the level of influence of incoming executives, with their magnitude diminished under independent boards and higher if the incoming executive is also appointed as CEO. The results are robust to the treatment of selection bias. This chapter contributes to the current debate on whether and how individual executives matter for firm performance. The findings also shed light on the value of human capital in the banking industry. The third chapter explores how the cultural heritage of senior decision-makers affects bank outcomes. To study cultural heritage, this chapter focuses on US-born CEOs who are the children or grandchildren of immigrants. Using a hand-collected dataset that tracks the family tree of US bank CEOs, it is shown that the cultural characteristics prevailing in the country of a CEO’s ancestors influence firm performance under pressure. How CEOs respond to competitive pressure is driven by specific cultural dimensions and is causally related to corporate policy choices. To establish causality, I use variation in industry competition generated by a quasi-natural experiment, the staggered adoption of barriers to US interstate branching in the 1990s. I also use an out-of-sample test using a non-banking competitive shock, the Canada-United States Free Trade Agreement, and find robust results.