My master thesis deals with the position of members of the board of directors in a joint-stock company. The focus of this thesis is to deliver a complete overview of information on members of the board of directors of a joint-stock company and other aspects related to the performance of this function. The entire thesis is divided into six chapters, where the first chapter deals with the board of directors and its role in a company. Followed by a chapter on a sole fuctioning of a member of the board of directors. Subsequently the thesis deals with the agreement on performance, which steadily continues in the definition of rights and duties of members of the board of directors. Significant part of this work is dedicated to the sphere of action of the board of directors and the responsibility of its members.

The thesis is focused on Corporate Governance phenomenon mainly on companies with public shares. Starting from the wide description of problematic the thesis continues with analyzing most important trends in governance, world known standards and even Czech standards. Furthermore it concentrates on description of Public Limited company role in Czech law system with special intention on statutory body. The result is an analysis of the role of Management Board and Supervisory Board, especially their impact on governance, duties and responsibility. In the end reader may find the drafts of measures and case study of corporate governance in Japanese global corporatin MITSUI & Co, Ltd.

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The Swedish corporate law scholars have long debated whether there is something similar to the American business judgment rule (BJR) in the Swedish Companies Act (SCA). Recently, the discourse shifted to claim that the BJR exists in Swedish case law and should be introduced in the SCA in the form of a statute. However, the Swedish corporate law scholars have not investigated in much detail whether the BJR should be introduced in the SCA. An eagerness to introduce the BJR might seem bewildering due to the corporate scandals at the beginning of this century and the global financial crisis of 2008–2009. These events left corporate law scholars and those in the business community with the pressing question of whether the board of directors is sufficiently accountable, and the BJR appears to do the very opposite. In view of the foregoing, this thesis examines whether the BJR should be introduced in the SCA. This examination enables a comparative analysis of the liability rules of the board of directors in Sweden and Delaware, which is the dominant source of state corporate law in the United States. This thesis also steps outside traditional legal sources and considers other disciplines such as moral and political philosophy, sociology, and the methodology of law and economics.   This thesis finds that the BJR does not balance the values of the authority of the board of directors and the need to hold it accountable for its decisions and actions in an appropriate manner because it allows the value of authority to completely dominate. An appropriate balance between these values of authority and accountability requires that none of the values be so preeminent that any of them completely dominate. The BJR is made more critical because the Delaware courts apply it generously in favor of the board of directors and adopt an inveterate attitude in cases raising duty of care, thus, weakening the duty of care as a viable and meaningful accountability mechanism. Given these findings, this thesis concludes that the Swedish legislator should only consider introducing the BJR in the SCA if it is articulated in a different way. Alternatively, if it is given a dual function to protect both the authority of the board of directors and the need to hold it accountable for its decisions and actions. The justifications behind the BJR do not change the conclusion because they do not fully defend the existence of the BJR and the dominance of the value of authority. This thesis also considers the benefits of introducing the BJR in the SCA, but they also do not change the overall conclusion.  Instead, the conclusion is strengthened by the fact that a no liability rule can emerge when the BJR is combined with other protective devices in the SCA in the same way as it does in Delaware if the BJR is not modified or given a dual function. The no liability rule appears to deter the threat of legal liability as an effective accountability mechanism, which cannot be defended by either social norms or market forces.

Title: External board members in family firms. Subject: Bachelor's thesis in business administration, 15 credits Authors: Maria Persson & Jenny SundqvistKeywords: Family firm, external board member, board, competence. Research questions: • What can external board members contribute with the company's current expertise? • What are the positive and negative aspects of bringing in external board members? Purpose: The purpose of this thesis is to explain the impact that external board members canhave on current competence, as well as positive and negative aspects in a family business. Method: This study was conducted with an abductive research approach. Furthermore, thestudy has applied a qualitative research method in which nine respondents from nine differentcompanies were interviewed. The literature study has been carried out by collecting theoriesfrom previous research studies. Conclusion: The conclusion of this study shows that the appointment of external boardmembers has predominantly positive aspects compared to negative aspects. The externalboard members entail a broader and more advanced competence in the family company'sboard, which adds to and maintains the company's legitimacy.

Idag finns det mycket existerande forskning gällande bolagsstyrning. Mycket av denna forskning handlar om bolagsstyrelser, dess struktur, roll och sammansättning. Forskningsområdets fokus har oftast legat hos de traditionella bolagen vilka givit god grund till information och vetskap kring ämnet. Däremot finns det en begränsning i forskning gällande hur dessa styrelser måste anpassa sig vid en implementering av e-handel. Med denna kvalitativa studie vill vi studera styrelser och hur deras roll samt sammansättning påverkas då ett bolag väljer att implementera e-handel bland sina försäljningskanaler. Genom tolkning av arbetets teoretiska referensram och kvalitativa intervjuer med tre respondenter vilka alla besitter erfarenhet inom styrelsearbete. Fann vi att implementeringen av e-handel har påverkat hur bolag arbetar med sin styrelse. En styrelse har blivit ett strategiskt verktyg som krävs för att klara av e-handelns snabba tillväxt. Det läggs även en större vikt på styrelsens sammansättning, där en viss typ av kompetens efterfrågas mer än tidigare. / There is a great amount of research made about corporate governance. Much of this research is about the company's board of directors, its structure, role and composition. The area of focus has often been aligned with traditional companies which have given a stable foundation of information and knowledge regarding the subject. There is however a limitation in research with the focus on how these boards of directors must adapt to an implementation of e-commerce. With this qualitative study, we want to study boards of directors and how their roles and compositions are affected when a company chooses to implement e-commerce among their sales channels. Through interpretation of the studies theoretical chapter and qualitative interviews with three respondents which all possess experience within board governance. We discovered that the implementation of e-commerce has affected how a company works with their board of directors. The board has become a strategic tool that is required when handling high demands of growth related to e-commerce. The composition within the board of directors is as well of a greater importance of which a certain type of competence is in demand more than before.

Magister Legum - LLM / In recent times, South Africa (‘SA’) has seen many corporate failures due to poor corporate governance. It spans across Johannesburg Stock Exchange (‘JSE’) listed companies, State Owned Enterprises (’SOE’s’)1 as well as non-listed companies,2 ranging from business such as mutual banks and companies that specialise in agricultural products to companies who deal in furniture and household goods. The ramifications of such failures were felt across all corners of SA and beyond.3 Reflecting on the above failures, one will find a common thread of poor corporate governance having played a hand in their catastrophic downfall.4 One such corporate failure was that of Steinhoff International, the once darling stock of investors in SA and abroad.

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Nonprofits need dedicated people to meet the mission of the organization and to address the social and societal conditions they were established to address. How are nonprofit organizations cultivating the next generation of leaders? With five generations of workers in the workplace, the field for new, nonprofit, board-level volunteers is large. However, research shows that young professionals and marginalized racial minorities are underrepresented or not represented in this area. Why is this our current reality and what is hindering the service of these leaders on nonprofit boards? This dissertation examines the role of representation in generational and racial terms on the board of directors of nonprofit organizations in South Carolina. / Business Administration/Human Resource Management

Small businesses are an important engine of economic growth and are essential to the stability and health of the national and global economies. U.S. Census Bureau data show that small businesses have poor survival rates, however. The literature on organizational failure contains no generally agreed-on list of the variables that separate success from failure. Although external factors are beyond a company’s control, internal factors such as business practices, management teams, and choice of business model are within its influence, and an effective board of directors can address many of the internal factors that cause failure.The majority of the literature focuses on the boards of large, publicly listed companies. The unique needs of owner-manager companies (OMCs), which are generally synonymous with small business, have not been studied sufficiently. Without a legal requirement for a board of directors, some OMCs establish panels of advisors. Using a quantitative method, the first study investigated the impact of the specific knowledge and experience that advisors possess on the performance of OMCs, as moderated by the company’s stage of growth. One key finding of this study is that the early stage of growth, managerial experience has a positive relationship to both measures of OMC performance and entrepreneurial experience has a negative relationship to both. The study also provided evidence that the impact of experience and knowledge on OMC performance is moderated by the company’s current stage of growth. The second study further explored the key findings of the quantitative study using a qualitative method. A series of thirty-two semi-structured interviews were conducted with owner-mangers and advisors. The second study corroborated the importance of managerial experience to both measures of OMC performance in the early stages of a company’s development. It also corroborated the negative relationship of entrepreneurial experience to one measure of OMC performance but contradicted its negative relationship to the other. This mixed-methods approach provided a deeper understanding of the actions that owner-managers take and how those ultimately affect OMC performance. / Business Administration/Interdisciplinary