<p>Company’s annual report has been widely used by stakeholders such as investors, employees, suppliers, customers and creditors. Information included in annual report consists of both mandatory information required by law, regulations as well as accounting standard and voluntary information depended on management’s judgments. We find that voluntary information vary from company to company. From corporate governance field, we find that the company’s board of directors plays an important role in monitoring the management’s performance and have an impact on management’s judgment, including their decision to disclose information in annual report. Board of directors comprises inside and independent directors. Both of them have incentives to disclose information in annual report.</p><p>In this study, we use quantitative method to examine the association between board composition and different types of voluntary disclosure in listed companies in the Shanghai stock exchange (SSE) of China and OMX Nordic Exchange Stockholm. The board composition is measured by the proportion of independent directors to total number of directors on the board. Voluntary disclosure has been classified into three categories: Strategic information, non-financial information and financial information.</p><p>The results show that there is no significant association between board composition and voluntary disclosure from our samples Chinese and Swedish companies. However, we find association between different types of voluntary disclosure and firm characteristics. We find significant negative association between strategic information and financial leverage for Chinese companies. We find significant negative association between financial information and equity-based management compensation in Swedish companies. On comparison, we find that Swedish companies is inclined to disclose more financial information than Chinese companies while Chinese companies would like to disclose more strategic information than Swedish companies.</p>

Company’s annual report has been widely used by stakeholders such as investors, employees, suppliers, customers and creditors. Information included in annual report consists of both mandatory information required by law, regulations as well as accounting standard and voluntary information depended on management’s judgments. We find that voluntary information vary from company to company. From corporate governance field, we find that the company’s board of directors plays an important role in monitoring the management’s performance and have an impact on management’s judgment, including their decision to disclose information in annual report. Board of directors comprises inside and independent directors. Both of them have incentives to disclose information in annual report. In this study, we use quantitative method to examine the association between board composition and different types of voluntary disclosure in listed companies in the Shanghai stock exchange (SSE) of China and OMX Nordic Exchange Stockholm. The board composition is measured by the proportion of independent directors to total number of directors on the board. Voluntary disclosure has been classified into three categories: Strategic information, non-financial information and financial information. The results show that there is no significant association between board composition and voluntary disclosure from our samples Chinese and Swedish companies. However, we find association between different types of voluntary disclosure and firm characteristics. We find significant negative association between strategic information and financial leverage for Chinese companies. We find significant negative association between financial information and equity-based management compensation in Swedish companies. On comparison, we find that Swedish companies is inclined to disclose more financial information than Chinese companies while Chinese companies would like to disclose more strategic information than Swedish companies.

It is necessary to address the nature of board composition in the South African economy because boards of directors are the lead indicator of whether or not the transformation initiatives put in place since 1994 are effective in bringing about meaningful change in the society within which we live. Companies are a microcosm of society. A hundred randomly selected companies were used to provide demographic data which was used in the analysis for this study. The aim was to identify what constitutes a typical board of directors for a Johannesburg Securities Exchange listed company by measuring dimensions of gender, race, tenure, independence and board size attributes. Findings from this research will help companies to better understand the role they can play in leveling the playing field by enabling more black people and white females to fulfil their potential and become directors of companies. Copyright / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

Thesis (M. Com. (Accountancy))--University of the Witwatersrand, Faculty of Commerce, Law and Management, School of Accountancy, 2014 / Academic and commercial interest in the corporate governance practices of publicly listed companies has increased significantly in recent years (Rossouw, 2005). With high-profile corporate failures such as Enron and WorldCom heightening the interest in corporate governance practices (Rashid, 2011). It has become evident that the performance of well governed firms is superior to that of less well governed firms (Kyereboah-Coleman & Biekpe, 2005). Despite the fact that corporate governance is multi-dimensional (Kyereboah-Coleman & Biekpe, 2005), this study focused on the impact of board composition (defined by the percentage representation of independent non-executive directors on the board) and board size on the firm performance measures namely; Tobin’s Q (TOB), return on assets (ROA), and return on equity (ROE) of firms listed on the Johannesburg Securities Exchange (JSE). Annual data, from the period 2006 to 2012 was used while the analysis of data was done using the Multiple Regression Analysis Model. After having analysed the research results, it was found that no significant relationship exists between the proportion of independent non-executive directors on the board and board size, and firm performance measures. Thus, this research study suggests that performance of South African companies listed on the JSE Securities Exchange is not influenced by board composition and board size.

Corporate governance research suggests that boards of directors play key roles in governing company strategy. Although qualitative research has examined board-management relationships to describe board involvement in strategy, we lack detailed insights into how directors engage with organizational members for governing a complex and long-term issue such as product innovation. Our multiple-case study of four listed pharmaceutical firms reveals a sequential process of board involvement: Directors with deep expertise govern scientific innovation, followed by the full board's involvement in its strategic aspects. The nature of director involvement varies across board levels in terms of the direction (proactive or reactive), timing (regular or spontaneous), and the extent of formality of exchanges between directors and organizational members. Our study contributes to corporate governance research by introducing the concept of board behavioral diversity and by theorizing about the multilevel, structural, and temporal dimensions of board behavior and its relational characteristics.

Corporate governance debates and reforms have been advocating for majority inclusion of independent non-executive directors on the board of directors. There is spreading belief that independently structured boards is associated with the effectiveness of the board and therefore translate into high value company performance. Although studies on board composition in South Africa have been conducted, most studies paid special attention to board diversity such as gender and race but very little attention to the expertise of an independent director. The aim of this study is to examine the causal relationship between a board composition and financial performanceThe research was conducted using listed South African platinum mining companies in Johannesburg Stock Exchange (JSE). Quantitative research methodology was chosen for the study. The proxies for a board composition were the size of the board, independent non-executive director and non-executive director with industry expertise. The Proxies for company performance are ROA, ROE, Tobin‟s q and EVA. Three hypotheses about the size of the board, proportion of independent non-executive director and non-executive directors with industry expertise were proposed and tested.The research result on the first hypothesis suggested that a small size of the board of directors has statistical significant positive relationship with EVA as compared the larger size of the board. The second hypothesis result suggested there is statistically positive relationship between the independent non-executive director and EVA. The third hypothesis result on inclusion of non-executive with industry expertise was not conclusive. / Dissertation (MBA)--University of Pretoria, 2012. / Gordon Institute of Business Science (GIBS) / unrestricted

Syfte: Narrativ kompletterande information är ett hjälpmedel för att öka förståelsen för vad som presenteras i årsredovisningars finansiella rapporter. Mängden information kan variera stort mellan olika företag då det saknas tydlig lagstiftning kring detta. Styrelsen ansvarar för att årsredovisningen stämmer med verkligheten. Syftet med den här studien är att undersöka sambandet mellan omfattningen narrativ kompletterande information till poster rapporterade i årsredovisningarnas finansiella rapporter och företagens styrelsesammansättning och storlek.  Metod: Studien är genomförd med en kvantitativ metod. Vi har utifrån tidigare forskning och teorier formulerat ett antal hypoteser som testats för att kunna bekräftas eller förkastas. Data har samlats in genom innehållsanalys då vi undersökt årsredovisningar från 75 företag noterade på Nasdaq OMSX inom segmentet Large Cap.  Resultat &amp; slutsats: Resultaten i denna studie visar endast ett par svaga samband, vi ser att både kvinnliga ledamöter och ledamöter oberoende mot större aktieägare har ett svagt positivt samband med narrativ kompletterande information. Gällande styrelsestorlek samt utbildning hittar vi inga samband alls mellan dessa faktorer och narrativ kompletterande information.  Förslag till fortsatt forskning: För fortsatt forskning föreslår vi att ett större urval tas med, samt eventuellt fler faktorer för styrelsesammansättningen. Vi tror att ett större urval skulle kunna visa på starkare samband än vad vi fått fram i vårt resultat. Ytterligare studier vore att undersöka relationen mellan ägare och ledning och hur denna relation påverkar omfattningen av den narrativa kompletterande informationen. En annan aspekt som kan vara intressant att undersöka är revisorns påverkan på narrativ kompletterande information. Till sist föreslår vi en studie där varje post i resultat- och balansräkningen jämförs för att undersöka förekomsten utav impression management och hur detta påverkas utav styrelsesammansättningen.  Uppsatsens bidrag: Studien tar upp omfattningen av narrativ kompletterande information i årsredovisningar samt hur denna påverkas av styrelsesammansättningen. Tidigare studier har genomförts utomlands men inte på den svenska marknaden. Vårt bidrag är att vi studerar denna relation hos företag registrerade på Nasdaq OMXS inom segmentet Large Cap. Vi undersöker även arbetstagarrepresentanternas påverkan på narrativ kompletterande information, en aspekt som inte undersökts tidigare / Aim: Narrative complementary information is a tool to increase understanding of what is presented in the financial statements of annual reports. In the absence of clear legislation the amount of information between different companies may vary greatly. The Board is responsible for the annual report to reflect reality. The aim of this study is to examine the relationship between the scope of the narrative additional information to items reported in the annual reports financial statements and how it is influenced by corporate board composition and size  Method: The study was conducted with a quantitative approach. Based on previous research and theories we have formulated a number of hypotheses to be tested and confirmed or rejected. Data were collected through content analysis as we examined the annual reports of 75 companies listed on the Nasdaq OMXS in the Large Cap-segment.  Result &amp; conclusions: The results of this study show only a few weak associations. We find that both female members and members independent of the major shareholders have a weak positive relationship with the narrative complementary information. There are no correlation at all to be found between board size and education and narrative complementary information.  Suggestions for future research: For further research we propose that a larger sample is taken and perhaps other factors for the board structure. We believe that a larger sample would show a stronger relationship than we have produced in our results. Another study could be to examine the relationship between owners and management and how it affects the scope of the narrative complementary information. Another interesting aspect to investigate could be the impact of auditors on narrative complementary information Finally, we propose a study where every item in the income statement and balance sheet are compared to determine whether impression management are applied and how this is affected out of board structure.  Contribution of the thesis: The study brings up the scope of narrative complementary information in annual reports and how this is affected by the board structure. Previous studies have been performed abroad but not in the Swedish market. Our contribution is that we study this relationship on companies listed on Nasdaq OMXS in the Large Cap segment. We also investigate the impact of employee representatives on narrative complementary information, an aspect not examined before.

The focus of this paper is to explore the recruitment process for board members, and board member choices in family firms in Sweden. It was found that the board member re- cruitment process is a field with low amount of research. This is the main argument upon the construction of this study. Previous research also argue that most family businesses are small, which increase the likelihood of finding firms without an active board, or with low professionalism in the board. Through a case study, four Swedish family firms were interviewed in order to identify the board composition, board governance and board recruitment process at these firms. The firms represent different sizes, sectors, and stages of growth, being a small company with two employees and SEK 1.7m annual revenue, to a large company with 1200 employees and SEK 8bn annual revenue. These companies were then analysed through both the agency theory, and the stewardship theory, using previous research as foundation and sup- port. The findings show that the most desired board member characteristic are knowledge within the sector the firm is operating in, as well as trustworthiness. All of the interviewed com- panies saw their board as more of a function to advise the family, rather than to monitor the managers, and having extensive knowledge from the sector is of relevance when giving advice. The members of these boards were recruited using the networks of the CEO, or us- ing consultancy firms to help finding potential members. Lack of trust was identified as a potential issue in board member recruitment, as the member will gain access to valuable in- formation. This led to the obstacle of letting external members in on the board. This ob- stacle, however, is recommended to be overseen as all CEO’s that were interviewed em- phasized the benefits of recruiting external members to the board, arguing that the benefits of having external members in the board outweighs the potential costs.

After the financial crisis and several corporate scandals, efforts to improve the quality of corporate governance have been made but extended regulatory actions can be seen as insufficient as issues still arise. According to several scholars and practitioners one way for boards to become more efficient is by increasing their involvement in strategy. However, there are discrepancies in what the boards are expected to do and what they are capable of doing. By researching what the barriers are for boards’ active involvement in strategy, the purpose of this paper is to fill, or at least partly explain, this empirical gap. Palepu (2012) has identified four potential barriers for boards’ strategic involvement; the role of the board, external pressures, access to information and boardroom dynamics. Based on Palepu’s framework 17 board members were interviewed with the aim to explore underlying issues and problems preventing strategic work in the boardroom. The results of this study show that the potential barriers for strategic involvement have two different effects on strategy. The role of the board, as well as the external pressure affect the amount of time spent on strategy in the boardroom. The boardroom dynamics and the access to information on the other hand have an impact on the quality of the strategic discussions. These four factors may then limit boards’ involvement in strategic questions if not handled correctly. Two main areas that have shown to be of utmost importance in improving the strategy engagement and the board work in full are increasing the level of engagement of the individual director and having more diversified boards in large. Diversification and higher levels of engagement are thereby two key factors which should be prioritized in order to ensure a sustainable development of corporate governance with more efficient boards actively involved in strategy.

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.