This research is the result of the author’s quest to answer the question whether Corporate Governance is effective in Emerging Markets. Literature on Corporate Governance in the emerging markets of Latin America is limited mostly due to the relatively slower development of capital markets and the late adoption of corporate governance principles. Corporate Governance laws, which largely follow Sarbanes Oxley guidelines, were published and implemented in the mid 00´s and no research has checked their impact on corporate value in Latin America. This research reports compromises two empirical projects. The first project focused on the relationship between boards of directors attributes such size and composition, Corporate Governance law and firm value for Colombia. The second project focused on another Corporate Governance variable, CEO Duality and tested whether it has had any impact in Mexico. This second project also studied whether board attributes such as size and composition and Corporate Governance law were related to firm value. Based on the listed companies from Colombia and Mexico for the years 2001 to 2012 the author found no relationship between board size or composition and firm value. Results from Mexico, where CEO duality is allowed showed that it has no relationship with firm value. These results do not support or contradict either Agency theory or stewardship theory. Results on the impact of the adoption of a Corporate Governance law in firm value are mixed. Results for Colombia contradict previous literature by reporting a positive relationship between Corporate Governance laws and firm results while results from Mexico support previous research by reporting no relationship between these variables. This research is valuable for regulators and policy makers in their quest to assess the impact of the adoption of Corporate Governance laws in emerging markets. . Since effective Corporate Governance is important in easier access to financing it is important for shareholders to know which Corporate Governance mechanisms are positively related to firm value. Similarly, it is also important for investors (both foreign and local) in assessing the risk for equity investments in Colombia and Mexico.

Corporations have the choice of expensing (using the fair value method), or non-expensing (using the intrinsic value method and provide pro forma disclosure in financial statement footnotes) of employee stock options. The current study examines how corporate governance factors affect such choices. Prior studies (Xie et al. 2003; Klein 2002; Peasnell et al. 2000) have indicated that certain corporate governance factors have an impact on corporate accounting behavior, including earnings management. Based on the assumption that expensing employee stock options is a good practice of accounting that improves earnings quality, it is hypothesized that these corporate governance factors would affect companies' option expensing decisions, in ways similar to how they affect companies' other earnings management choices.A series of hypotheses relating to specific corporate governance factors are developed. These corporate governance factors include: Board independence (percentage of independent directors on the board, CEO/board chairman split, and tenure of independent directors), board expertise (governance expertise and financial expertise), board diligence, board ownership, board size, CEO tenure, and internal blockholders (cumulative ownership percentage of internal blockholders, and whether the largest blockholder is the CEO). A sample of firms that elected to expense employee stock options up to early September 2003 is identified from the report of Bear, Stearns & Co., Inc. (2003), and a control sample of non-expensing firms is selected based on certain matching principles. The final sample consists of 235 expensing firms and 235 matched control firms, 470 firms in total.A logit regression is conducted. The dependent variable is companies' decisions on whether or not to expense employee stock options. The independent variables are corporate governance factors and control variables. Regression results indicate that the following corporate governance factors have statistically significant impact on option expensing decisions in the directions predicted: finance expertise, board diligence, and whether the CEO is the largest blockholder. Regression results indicate a statistically significant impact on option expensing decisions, which is in the opposite direction than predicted, for the cumulative ownership percentage of internal blockholders. The impacts of all other corporate governance factors are statistically insignificant.

This paper examines the effect of executive board-level national culture and board nationality diversity on corporate social performance (CSP). The sample constitutes of 130 executive boards of non-financial firms from Germany, France, the Netherlands, Sweden, Switzerland and the UK over the time period 2010-2014. Based on the upper echelon theory and the notion of national culture, board-level national culture is determined across Hofstede’s dimensions of power distance, individualism, masculinity and power distance. In this paper, no evidence is provided of a significant relationship between board-level national culture and the corporate social performance of the firm. In addition, nationality diversity as a double-edged sword could both enhance and hamper CSP. In this research, no significant relationship between board nationality diversity and CSP is found. In conclusion, alterations of the board composition in terms of nationality in order to foster CSP seem unjustified based on the results of this paper.

In this dissertation, we first examine the relationship between performance of the bank holding company and several board characteristics. We use five proxies for bank performance including Tobin’s Q, ROA, loan loss reserve ratio, non-performing asset ratio, and net charge-offs ratio. Board characteristic variables we include are board size, proportion of outsiders, CEO power, CEO tenure and board tenure. We find that a large board enhances bank performance, as proxied by Tobin’s Q and loan quality variables. We find no evidence that board structure or CEO power influences firm performance. We see that CEO and board tenure have a positive effect on firm performance. We further employ a crisis dummy during the period 2007 through 2009 to determine if the relationships between firm performance and board characteristics changed during the crisis. Our crisis results show us that board size has a negative effect on Tobin’s Q and the non-performing asset ratio during the crisis. Further, we find that board structure decreases the non-performing asset ratio during the crisis. We next examine the relationship between risk-taking of the bank holding company and several board characteristics. We use four accounting based proxies for bank risk-taking including credit risk, liquidity risk, capital ratio and operational risk. We also use three market based proxies for bank risk including market beta, idiosyncratic risk and the standard deviation of its stock return. Board characteristic variables we include are board size, board independence, CEO duality, CEO tenure and board tenure. We find that a large board reduces both balance sheet and market risk. We further investigate the relationships between risk-taking and board characteristics changed during the financial crisis of 2007-2009. We find that our results are robust during the crisis.

This study examines how board diversity and characteristics of directors affect the financial and non-financial performance of Swedish state-owned enterprises (SOEs). SOEs are characterized by state ownership, goal complexity, governmental funding and control and are therefore typical examples of hybrid organizations that purse both commercial and political logics. The board of directors (BODs) of SOEs as representatives of the shareholder serve as corporate governance mechanism to control and monitor the organization to achieve financial and non-financial targets. Further, the boards should compose of directors with the appropriate competence and experience as well as integrity and ethical values to govern the challenges for hybrid organizations.Therefore, information of the BODs on Swedish SOEs are conducted regarding their educational background, professional experience, multiple appointments, tenure, gender diversity and age diversity, as well as the amount of state representatives. Financial performance was measured by using Return on Assets and Return on Equity, while non-financial performance was measured as the fulfillment of non-financial goals and the amount of reported and disclosed GRI standards. Our eight research hypothesizes are all based on prior research on corporate governance concerning board diversity and firm performance in both private as well as public organizations. Moreover, institutional logics and upper echelons theory are used to explain the effects of the diversity characteristics on corporate performance. All hypothesizes were rejected due to insignificant relationship. Even though a significant relationship was indicated between professional experience of the directors and financial performance, the hypothesis was rejected, since the relationship was the opposite of the expected.One of the reasons for these results can be that institutional logics and competing goals prevent the BODs from focus too strong on either financial or non-financial targets.

The well documented agency problem remains an ongoing debate, with the board as a central point of corporate governance providing a control mechanism. The effective composition and functioning of the board is therefore highlighted as being key to overcoming agency‐problems (Hermalin and Weisback, 2003; Adams and Ferreira, 2009). This research report explores the relationship between the structural aspects of the board, including the average age of board members, the size of the board of directors and the specific positions women and ethnic persons hold on the board of South African listed companies, and intellectual capital performance measured using VAIC™ (Pulic, 2000), as well as market adjusted share returns. The population consists of all South African companies listed on the JSE Securities Exchange during 2011 with the final sample consisting of 193 companies after transformation of the data. The results of the regression analyses indicated no significant relationship between intellectual capital performance and board size, or specific positions being held by women or ethnic persons. A significant positive relationship however exists between the average age of the board of directors and intellectual capital performance. As a result, companies may be able to enhance their intellectual capital performance by increasing the average age of their board members. Key words: Board structure, Diversity, Ethnic, Gender, Age, Board size, Intellectual capital, Performance, South Africa.

The role of Governing Board under Czech legal regulation and the role of Board of Directors under English law This Diploma Thesis deals with the position and role of Governing Bodies of joint-stock companies under Czech and English law. In the first part, the author sets theoretical and economical reasons behind the management of a joint-stock company via Governing Body by way of descriptive and explanatory method, and concludes, that a Governing Body should be an instrument which mitigates the agency costs and provides for a flexibile system of governance. In the second part of the Thesis, the author deals with structure, position and role of a Governing Board and related interpretation problems of Czech regulation by way of description, analysis and synthesis. The author summarises the second part with a definition of czech Governing Board as a sui generis body with supervisory and managerial powers, whose position stands somewhere between Managing Board and Supervisory Board. The third part of the Thesis makes an excursion into English law through descriptive, analytic and synthetic method, where the author deals with history, structure, position and role of a Board of Directors as an english counterpart of czech Governing Board. The author defines Board of Directors through historical and...

O setor da construção civil é um dos que mais consomem recursos naturais e utilizam energia de forma intensiva, gerando consideráveis impactos ambientais juntamente com grande quantidade de resíduos. A utilização de produtos alternativos como painéis de madeira surge como uma possibilidade de redução de tais impactos. O Oriented Strand Board, desenvolvido para substituir o painel compensado, tem conquistado cada vez mais espaço na construção apesar de sua menor estabilidade dimensional perante o seu antecessor. A adição de resíduos, como o plástico, na matriz constituinte destes painéis representa alternativa de reaproveitamento destes descartes e economia de madeira no processo produtivo destes compósitos, além de proporcionar melhoria nas propriedades físicas dos mesmos. O objetivo deste trabalho foi confirmar a viabilidade técnica da produção de painéis OSB de madeira de Pinus sp. com adição de proporções de 20 e 30% de partículas de polipropileno biorientado em sua matriz constituinte e resina poliuretana à base de óleo de mamona. A avaliação de desempenho foi feita por intermédio das propriedades físicas e mecânicas dos painéis, determinadas atendendo as recomendações da EN 300 (1999). Os painéis foram classificados como OSB 4, de acordo com as propriedades físicas avaliadas, e OSB 1, considerando os módulos de elasticidade e ruptura obtidos em ensaios de flexão estática. A adesão interna, para os painéis produzidos com os parâmetros de processo adotados, não alcançou os valores exigidos pela citada norma. De todas as propriedades avaliadas, apenas inchamento em espessura e absorção de água foram influenciadas pela porcentagem de BOPP. Assim, considera-se comprovada a viabilidade técnica da produção dos painéis OSB deste trabalho, para aplicação na construção civil. / Building construction is one of the sectors that most consuming natural resources and use energy intensively, generating considerable environmental impacts coupled with large amount of waste. Employing alternative product like wood panels comes as a possibility to reduce these impacts. Oriented Strand Board, developed to substitute the plywood panel, has gained more space in the construction spite of its lower dimensional stability against its predecessor. The addition of plastic waste in constitutive matrix of these panels represents an alternative to reuse this kind of waste and wood economy in the productive process of these composites, besides improving their physical properties. The aim of this study was to evaluate the technical feasibility of producing OSB of Pinus sp. wood with the addition of various proportions of particles of bioriented polypropylene in its constitutive matrix and polyurethane resin based on castor oil with evaluation of physical and mechanical properties of these panels. In accordance with EN 300 (1999), the OSB panels have been classified as 4 in accordance with the physical properties assessed and as OSB 1 for the elasticity modules and rupture. Property of internal bond not presented the minimum values required by the same standard. Of all properties evaluated, only thickness swelling and water absorption were influenced by the percentage of BOPP. However, it is considered completely evidenced the technical viability of production of the OSB of this work, and its potential employability in civil construction sector.

Le Currency Board de Djibouti contraste par sa longévité avec les caisses d’émission modernes. Depuis son introduction en 1949, le Board de Djibouti n’a pas été inquiété dans son fonctionnement. Partant de ce constat, l'objectif de cette thèse est d’étudier les conditions de son succès et ainsi la spécificité du modèle djiboutien. Différents déterminants permettent d’expliquer la soutenabilité du régime djiboutien. Etant une caisse d’émission la plus ancienne du monde, sa pérennité résulte d’une dynamique d’intégration régionale et internationale, tant sur le plan commercial et financier. Le principal résultat de cette thèse est de montrer que ce régime de change trouve des arguments économiques en sa faveur dans le modèle d’intégration et de croissance auquel a souscrit Djibouti.Cependant, la substitution d’une banque centrale par une caisse d’émission comporte des risques pour la stabilité du système bancaire sur le long terme. Aussi, la crédibilité monétaire s’obtient aux prix des sacrifices en termes de bien-être social dans un pays où les défis sont multiples. Ce constat suscite des interrogations sur le maintien de cet arrangement monétaire dans les années à venir.Mots clés : caisse d’émission, taux de change, banque centrale, Djibouti / Djibouti Currency Board contrasts by its longevity with the current bank's issue. Since its introduction in 1949, the Board of Djibouti has not been worried about its operation. Starting from this observation, the objective of this thesis is to study the conditions of its success and thus the specificity of the Djiboutian model. Different determinants explain the sustainability of the Djiboutian regime. As one of the oldest currency board in the world, its durability stems from a dynamic of regional and international integration, both commercially and financially. The main result of this thesis is to show that this exchange rate regime finds economic arguments in its favor in the model of integration and growth that Djibouti subscribed to.However, the substitution of a central bank by a currency board entails risks for the long-term stability of the banking system. Also, fiscal credibility is obtained at the prices of social welfare sacrifices in a country with multiple challenges. This observation raises questions about the maintenance of this monetary arrangement in the years to come.Keyword: currency board, exchange rate arrangements, central bank, Djibouti.

Este trabalho tem como proposta analisar a regra prevista no art. 147, § 3º, da Lei das S.A., e compreender a efetiva extensão do interlocking board e seus impactos para a vida das companhias brasileiras. Com base na análise dos motivos que levaram à inclusão desse dispositivo, propõe-se uma nova abordagem interpretativa. Afasta-se uma concepção abrangente da hipótese de conflito de interesses contemplada no inciso II ou a interpretação autônoma da atuação em sociedade considerada concorrente, independentemente da existência de conflito de interesses. A proposta interpretativa, nesse sentido, aponta para a complementaridade dos dispositivos, de forma que ocorra o impedimento quando o conselheiro atuar em sociedade concorrente e, em decorrência disso, tiver interesse conflitante com o da companhia. Propõe, da mesma forma, um novo enfoque para o estudo das situações de conflito de interesses entre os administradores e a companhia, sugerindo uma desvinculação das conclusões obtidas com a análise do conflito de interesses do acionista (art. 115, § 1º) para aceitar a possibilidade de uma análise a priori do conflito de interesses entre o administrador e a companhia, ainda que identificável por critérios substanciais. / This work intends to study the Article 147, Paragraph 3, of the Brazilian Corporate Law (Law 6.404/76), and understand the actual extension of interlocking board and their impacts on the Brazilian companies. Based on the study of the reasons that led to the inclusion of this Article during Brazilian Corporate Law changes during the year of 2001, we propose a new interpretative approach. Disregarding a wide view of the conception of conflict of interest, under Article 147, Paragraph 3, Item II, and the autonomously conception of interlocking board, under Item I, regardless the existence of any related conflict of interests, we propose a complementary view of items I and II, so that the disqualification of the board of directors applicant occurs when he/she holds of a position in a competing company and, as a result, have conflicting interests with the company. We also propose a new approach to the study of conflict of interests between managers and the company, suggesting a disconnection of the conclusions from the analysis of conflict of interests between shareholders and the company (Article 115, Paragraph 1) to accept the possibility of a prior analysis of the conflict of interests between managers and the company, even with the use of a substantial criteria.