A firm’s participation in cartel depends upon the potential problems that may arise due to price fixing and the incentives provided to the management. The top levels of management such as the board of directors and the CEO are responsible for deciding if the firm will participate in the cartel and manage the corporate governance activities of collusive price fixing agreements. This study aims to identify which characteristics of the participating firms’ boards of directors and CEOs are associated with cartel formation. It analyses the empirical investigation of cartel participation of firms, taking into account corporate governance characteristics as such as board of directors’ characteristics, ownership structure, CEO characteristics, and CEO compensation scheme. The study is focused on UK cartel firms which has the highest representation in the sample. A total number of 150 cartel firms in 52 cases from all around the world between the years 1990 to 2008 are involved in this study, of which 114 are UK firms. Therefore, this study is dominated by UK firms. The challenge of this study is that the personal attributes of CEOs and boards can make a significant contribution to the risk profile of a cartel being formed. This indeed would be to ‘diagnose’ organisational culture in a quite radical direction. The study suggests and finds that some corporate governance attributes are associated with cartel formation. The results reveal consistency with prior researches, that cartel firms have different corporate governance relative to a control sample in the three years prior to cartel formation. Specifically, the study concludes that UK-based cartel firms characterised by having larger board size compared to non-cartel firms; lower percentage of independent directors (non-executive); higher average of board remuneration; less likely that cartel is formed by family-owned and controlled firm (large shareholders); having older CEOs represented on the board; having CEO who served a less number of years as a director; less likely to have a female CEO represented; more likely to have CEOs who’s combined CEO-chairman position; and a higher average of CEOs bonuses and compensation packages.

O objetivo principal da pesquisa foi investigar quais fatores motivaram empresas brasileiras de capital aberto a adotarem o Comitê de Auditoria como parte integrante de sua estrutura de Governança Corporativa. Como complemento, investigou-se a associação entre características das companhias, como Liquidez, Porte e Emissão de ADR\'s, e a adoção ou não de comitês de auditoria. Para tanto, foi selecionada uma amostra de 100 companhias, extraídas de um universo de 420, com maior volume de negócios entre abril de 2009 e março de 2010. Para esse grupo, foi submetido um questionário a fim de coletar informações referentes à estrutura geral dos comitês de auditoria, bem como informações sobre os motivos que as levaram a implantar o referido comitê. O índice de respondentes foi de 32%. Para analisar os dados dos questionários, a pesquisa foi dividida em duas partes inter-relacionadas. Na primeira, buscou-se interpretar os resultados provenientes do questionário utilizando-se de técnicas estatísticas simples, com o intuito de descrever os resultados. Na segunda, estudou-se as associações entre características das companhias e a opção de elas adotarem ou não o comitê de auditoria em suas estruturas de governança corporativa. A Análise de Correspondência (ANACOR) foi empregada nessa parte. Em relação à primeira parte, pelas respostas das próprias companhias, os principais determinantes para a adoção do comitê de auditoria foram: i) apoiar as atividades do Conselho de Administração; ii) atender à legislação norte-americana - SOX; iii) atender à Resolução do Conselho Monetário Nacional / Banco Central do Brasil; e iv) incrementar o sistema e as práticas de governança corporativa. Em relação aos resultados da segunda parte, de forma geral, os resultados sugerem que empresas com alta liquidez estão fortemente associadas com a adoção de comitês de auditoria e empresas com baixa liquidez estão associadas à ausência de comitês em sua estrutura de governança. Outro resultado obtido foi com relação ao porte das companhias. Pela ANACOR, foi possível verificar a associação de comitês de auditoria e outros comitês do conselho a empresas de médio e grande porte, com uma maior aproximação entre empresas de médio porte. Por fim, observou-se que empresas que emitem ADR\'s cujos níveis de exigências são mais baixos (ADR\'s Nível 1 e Regra 144-A) estão associadas com a ausência de comitês, enquanto que as empresas que emitem ADR\'s Nível 2 e 3, estão associadas com a adoção de comitês em suas estruturas de governança corporativas, mas não necessariamente o comitê de auditoria. Esse resultado pode ser explicado pela flexibilidade existente na legislação norte-americana que possibilita às empresas optarem pela adaptação do Conselho Fiscal às normas da Securities and Exchange Commission. Todavia, é necessário salientar as limitações inerentes à pesquisa. A primeira importante limitação é com relação à amostra, tendo em vista que as companhias não foram selecionadas aleatoriamente, e sim pelo volume de transações. Logo, há um viés de seleção na amostra, cujo resultado direto é a impossibilidade de generalização dos resultados. Em seguida, cabe salientar que as definições apresentadas na pesquisa também podem ser criticadas, tendo em vista que o conceito de governança corporativa está limitado às características do comitê de auditoria. As técnicas estatísticas também podem ser criticadas, pois as análises descritivas e ANACOR não permitem afirmar haver causalidade entre as variáveis estudadas. / The main objective of this research was to investigate which factors motivated Brazilian public companies to adopt the Audit Committee as part of its Corporate Governance organizational structure. Additionally, it was investigated the association between characteristics of companies, such as Liquidness, Size and Issuance of ADRs, and the adoption or lack of audit committees. For this purpose, a sample of 100 companies were selected, drawn from a universe of 420, with higher trade volume between April 2009 and March 2010. For this group, a questionnaire was sent to collect information regarding the overall structure of audit committees, as well data related with the reasons which led them to establish such a committee. The rate of respondents was 32%. To analyze the data, the research was divided into two interrelated parts. In the first session, the results were analyzed based on simple statistical techniques, in order to describe the results. In the second session, the results were analyzed based on associations between the companies\'characteristics as well as the option to adopt them with regards the Audit Committee in their corporate governance organizational structures. The Correspondence Analysis (ANACOR) was used in this session. Based on the survey results of the first session, the main determinants for the adoption of the Audit Committee are: i) to support the Board of Directors activities; ii) to comply with USA SOX law; iii) to comply with the Resolution established by National Monetary Council / Central Bank of Brazil; and iv) to enhance the best practices of Corporate Governance. Moreover, the results of the second session, in general suggested that the companies of high liquidness are strongly associated with Audit Committees adoption while the companies of low liquidness are associated with the absence of committees in its organizational structure. Another result was related to the size of the companies. As per ANACOR, it was possible to verify the association between the Audit Committees and other board of directors committees with companies from middle to large size with slightly trend to middle size companies. Finally, it was observed that companies with ADR\'s launch which requirement levels is low (ADR\'s level 1 and Rule 144-A) are associated with the absence of Audit Committees while the companies with ADR\'s launch with high requirement level (ADR\'s level 2 and 3) are associated with the adoption of its committees on corporate governance structures, but not necessarily the audit committee. This result can be explained for the flexibility of U.S. law that allows the companies to opt for the adaptation of Fiscal Council to the rules of Securities and Exchange Commission. Notwithstanding is necessary to highlight the limitation inherent in this research. The first important limitation is related to the sample used, considering that the companies were not selected randomly, but by the volume of transactions. So there is a selection bias, whose offer the impossibility of generalizing results. Furthermore, it is important to highlight that the presented definitions in the survey could be criticized considering that the Corporate Governance concept is limited by characteristics of the Audit Committees. The statistics techniques could also be criticized once the descriptive analysis and ANACOR couldn\'t guarantee the causality between the study variables.

The thesis aims to explore the effect of team dynamics on team and organisational outcomes. Dynamics is a broad term that encompasses all the processes and attitudes that exist between team members and influence the direction of team's performance. Trust, conflict and behavioural integration comprise psychological facets of teamwork and are amongst the most common dynamics of a team. The current study aims to shed light on the perceptions of board members about the level of conflict, trust and behavioural integration during board meetings, which comprise the most critical forum of the group. Trust, conflict and behavioural integration are the primary attitudes, behaviors, and cognitions that arise within the board and encompass the core aspects of teamwork. There is a gap in the literature for examining the role of social-psychological processes and interactions between the board members because access to the boardroom is difficult and the researchers are forced to turn their attention on secondary data and proxies for board behaviors. Although that board of directors is an upper echelons group of executives who can ensure the long-term survival of the organisations, there is scarce of research in studying boards from a team perspective. Until today, we have limited knowledge of team processes, such as conflict, both inside the boardrooms and in the context of strategy implementation. The literature review in this thesis is drawn from multiple disciplines, including management, psychology and sociology, which enable us to gain a deep understanding of team's dynamics. The methodology has been based on a positivist approach since the focus is centered around the data collection process and the statistical interpretation of the findings. Primary data was collected from board members in Nordic countries, namely Denmark, Finland, Sweden, Iceland and Norway. The data was collected with the use of survey method and the findings are based on 186 usable responses. The Nordic corporate governance model remains still the less known outside the Nordic region (Thomsen, 2016) but this thesis postulates that valuable lessons can emanate from its study. The study of the Nordic model could give us useful lessons for the roles of the board and the structure of their organisations. The statistical analysis of the model involved: Descriptive Analysis, Exploratory Factor Analysis (EFA), Confirmatory Factory Analysis (CFA) and Structural Equation Modeling (SEM). The results of this thesis provide theoretical and managerial recommendations for achieving superior board performance. The importance of the role of the Behavioural Integration inside the boardroom is underlined as a significant finding of this study. Moreover, the role of Trust in the board context raises some important questions about its priority since there may be other processes or dynamics which present more clear-cut results on board effectiveness. Furthermore, the deleterious effects of conflict have been underlined. It is also underlined that in this competitive era boards should go beyond fiduciary responsibilities to a more strategic role on a broader range of matters With the exception of a few studies, researchers still to move inside the "black box" of the upper echelons processes and understand how the executives in the board interact. Building a strong board of directors requires a focus beyond demographic characteristics to board interactions. The most effective boards have the strongest board dynamics and are characterized by openness, teamness and collaborative behaviour. The power of the board comes from the ability of the directors to effectively work together and hopefully the current study contributes substantially to the corporate governance field and the way that team processes affect team outcomes.

Agency theory proposes that the role of the board of directors is to control management (Fama & Jensen 1983). A structurally independent board, one with a high percentage of non-executive directors and a chairperson who is not the CEO, has been used as a proxy for the control role. Therefore, agency theory predicts a positive relationship between independent board structure and firm performance. These predictions have not been confirmed by meta-analytic reviews (Dalton, Daily, Ellstrand, & Johnson 1998; Rhoades, Rechner, & Sundaramurthy 2000). This thesis applies structural contingency theory to provide an alternative explanation for the relationship between board structure and firm performance. Structural contingency theory (Donaldson 2001) proposes that the relationship between an organization???s structure and its performance is moderated by contingencies. In this study the contingency is the salience of the board???s control role. I argue that structural independence of the board has a beneficial effect on performance only if it is in fit with control salience. For example, a firm with an independently structured board that gives high prominence to the control role will perform well. On the other hand, another firm with a less independently structured board that does not see its main role as controlling management will also prosper. Survey data were analyzed to measure the control salience for 98 Australian listed companies. Archival data provided measures of board structure and firm performance. Consistent with the meta-analytic reviews, there was no association between independent board structure and firm performance. There was some evidence that high control salience resulted in high performance, but this effect was evident chiefly when performance was measured by total shareholder returns. This may indicate that the share market was responding to the symbolism of high control salience. In contrast to the symbolic main effect of control salience, the fit between the control salience and the independent structure of the board caused increased return on equity. This reflects the board???s objective effect on profit when its structure is in fit with control salience.

Skolans styrdokument ställer krav på att lärare och elever ska använda digitala medier i undervisningen och digital kompetens ses som en nyckelkomponent för ett livslångt lärande. Syftet är att analysera interaktionen mellan lärare och elever under problemlösningssituationer i matematikundervisningen med smart-board som medierande artefakt. Studien har ett sociokulturellt perspektiv. Empirin är insamlad genom video-observationer och studien är öppen och kvalitativ. Empirin består av fyra filmade och transkriberade sekvenser som innefattar fyra olika elever och hur de arbetar med problemlösning med smart-boarden som medierande artefakt. Empirin är analyserad utifrån EMA-modellen, som bygger på idéer från John Deweys pragmatiska filosofi. Resultatet visar att interaktionen styrs av läraren eftersom att det är läraren som styr över talutrymmet, men även vilka elever som ska vara delaktiga i interaktionen. Interaktionens fokus är ett sökande efter rätt svar.  Det lärande som möjliggörs i de filmade situationerna är att finna lämpliga strategier för att lösa problemet. / The school's governing documents require teachers and students to use digital media in education and digital literacy is seen as a key component of lifelong learning. The aim is to analyze the interaction between teachers and students in problem-solving situations in mathematics education with smart-board as mediating artifact. The study has a socio-cultural perspective. The empirical data is collected through video observation and the study is open and qualitative. The empirical data consists of four filmed and transcribed sequences involving four different students and how they work with problem solving with smart-board as a mediating artifact. The empirical data is analyzed by the EMA model, based on the ideas of John Dewey's pragmatic philosophy. The result shows that the interaction is controlled by the teacher because the teacher has control over the linguistic space, but he also choose which students who are getting involved in the interaction. Interaction focus is the search for the right answer. The learning that is made possible in filming situations is to find appropriate strategies to solve the problem

As the stock market plays an important role in the global economy and Chinese economy become progressively significant part of the world economy, we are interested in the Chinese stock market. After we compared the methods on the stock market, we choose to use the CAPM and the APT model on Chinese stock market. As a lot papers study on the Main Board of Chinese stock market, we pay our attention on the SME Board and the ChiNext Board of Chinese stock market. We put the samples from the SME Board and the ChiNext Board into the regression models which are based on the CAPM and the APT model, and then we can use the regression models to forecast the long returns. Comparing the forecast ln returns with the true ln returns, we may find that the CAMP or the APT model can forecast better on the SME Board and the ChiNext Board. The systematic risk is the only factor we put the regression model based on the CAPM. For the regression model based on the APT model, we use three factors which are the systematic risk, daily exchange volume and the volatility. Our results show that the APT model can explain factors better than the CAPM for the samples from the SME Board and the ChiNext Board. On the other hand, we could not find evidence that the APT Model can forecast better than the CAPM for the SME Board and the ChiNext Board.

Banking as a financial institution and a business has gone beyond providing banking servicesand making profits for the proprietors to assume macro positions like involving in activitiesthat propel an entire economy. This has earned the interest of national governments and thesociety as well as the international community as a whole inciting a need for supervision inorder to ensure sustainability.Banks as corporate organizations with the above stipulated stake holders and management arein a constant tog of war with each stakeholder seeking to protect its own kind which hasdegenerated to a vice often known in corporate governance as agency cost or principal-agentconflict. In corporate governance there is a board of directors that is designed to align theshareholders interest and management interest in order to check this agency cost.In our thesis we have expatiated widely on the concept of corporate governance, board ofdirectors and its composition. We have isolated gender diversity, which is one of thecompositions of the board to find out how it contributes to control agency cost by establishingits effect on ROE, which is a firm performance indicator. We introduced control variables tocheck our results.We collected data from the annual reports of Nordea, Swedbank, Handelsbanken and SEB,which are the listed banks in the OMX NASDAQ exchange Stockholm for period 2001 to2010. The board characteristic we used is the proportion of females in the entire board and thefirm performance indicator we chose is ROE. We carried out a longitudinal study for thewhole industry and for individual firms in the industry over the ten-year period.We have variation in the results over the different firms and in the industry but there is nosignificant relationship. We concluded that the proportion of females in the board rooms doesnot necessarily affect firm performance as viewed with the use of ROE but other factorstogether with gender proportion exert a combined effect and these other factors are correlatedand therefore affect the performance of each other either positively or negatively. Thisscenario was therefore not realistic enough to establish a relationship between genderproportion and ROE.

Abstract According to the Company Act, to convene a regular shareholder¡¦s meeting, a majority of the shareholders who represent more than 50% of the total number of the company¡¦s outstanding shares shall be present. It is also regulated that a shareholder may stipulate the scope of authority in the proxy issued by the company and appoint a proxy to attend the shareholder¡¦s meeting on his behalf. Due to the dispersion trend of ownership structure of domestic listed companies, where some mid/large-size companies with long histories have, in average, less than 20% of shareholding of board of directors, it seems reasonable for companies to rely on proxy solicitation in order to convene a shareholder¡¦s meeting, have all proposals resolved, and elect board members. The operation of a business entity and its corporate governance are closely tied to the effectiveness of its top management. However, domestic listed companies in general are unable to separate the ownership and management, and therefore those who obtain the management become the management team of a company. As a result of relatively low shareholding held by major shareholders of domestic listed companies, lower cost of proxy solicitation than buying shares from the market, and less care about proxy rights from individual investors, major shareholders in listed companies intend to win more seats in the board via proxy solicitation in order to obtain management. For the above reasons, proxy solicitation becomes an important tool in determing management of listed companies, their operation and corporate governance. Proxy makes it possible to obtain the management of a corporate with relatively low shareholdings, resulting in asymmetry in cost and management obtained, and this might pose risks on company¡¦s corporate governance. However, on the other hand, proxy assists convening a shareholder¡¦s meeting, and therefore become an indispensable tool in defending the management of a corporate with honesty and integrity. With all the advantages and disadvantages, proxy is of great importance for individual corporate and overall operation of economy. The research conducts a case study on C Company with references on other listed companies to explore the impacts of proxy on management and operation of a company and its corporate governance. Pros and cons for proxy solicitation are summarized while solutions are proposed. The result of the research shows that listed companies demonstrate deep reliance on proxy. Whether or not a listed company conducts business with honesty and good faith, its major shareholder is likely to exploit the advantages to obtain unsymmetrical positions in the board in contrasts with its low shareholding. However, the performance of corporate governance afterward depends on the integrity and conscience of the management team, and actually has no direct link to proxy solicitation. Also, with the ¡§winning betting¡¨ nature to achieve management leverage, proxy solicitation could be a possible factor for corporate mis-governance. To avoid the unfairness caused by proxy solicitation and enhance corporate governance, competent authorities must consider revising the Company Act and related laws instead of revising regulations governing proxy solicitation alone. Suggestions in this research include the following: (1) To abrogate rules in the Company Act providing that ¡§to convene a regular shareholder¡¦s meeting, a majority of the shareholders who represent more than 50% of the total number of the company¡¦s outstanding shares shall be present¡¨. (2) The number of shares present via proxy solicitation, voting right and election right shall be discounted. (3) To promote electronic voting, split of voting rights of institutional shareholders, and adoption of nomination system for the director election. (4) To change the election method of independent directors, where the new method elects the independent director based on the number of voting individual shareholders, rather than the cumulative voting shares. The suggestions are proposed to provide a reference for competent authorities. Key words: proxy, corporate governance, board election, management, electronic voting, board election nomination system

Thesis (M.A.)--Memorial University, 1998. / Includes bibliographical references.

Thesis (doctoral)--Universität, Konstanz, 2001.