Using a broad sample of the largest European companies, I examine whether the two governance mechanisms, namely (i) independent monitoring by a board of directors and (ii) grants and disclosures of incentive-based executive pay, are substitutes for one another. I find that companies with proportionately more executives on their boards of directors grant greater incentive-based pay to their executives, and improve the transparency of their pay disclosure. The findings are consistent with the efficient contracting argument, which predicts that greater incentive-based pay and pay disclosure transparency mitigate agency problems generated by boards dependent upon management

This study provides an insight into the behavior of foreign institutional investors in Swedish corporate governance matters. We look at the presence of foreign institutional investors on the Swedish nomination committee and their voting power, to show their influence on board independence in Sweden. Collecting data for two years that is 2018 and 2019, from Swedish firms listed on the Swedish stock exchange markets, and analyze the data using the panel regression analysis. The result shows that foreign institutional investors only influence board independence in Sweden when a controlling owner has more than 50 % of the voting right. Also, we show that foreign institutional investors generally have little or no influence on the number of independent directors on Swedish listed firms. However, it is the controlling owners and the board sizes that significantly determine the level of board independence in Sweden. This study concluded that for foreign institutional investors to influence board independence they should participate on the nomination committee.

no / Using a unique dataset for Egyptian firms, we investigate the relationship between board independence, audit quality and earnings management. We test whether firm-level corporate governance provisions matter in an emerging market setting characterised by weak legal enforcement and inadequate external discipline by the market for corporate control. Our results cast doubt on the notion that a higher ratio of nonexecutive members is associated with lower earnings management. We find that the effect of board independence on earnings management practices is contingent on the levels of ownership held by executive directors and large shareholders, as well as the composition of audit committee. In addition, the results are consistent with the view that high-quality auditors are effective in reducing earnings management.

This research studies the moderating effect of ownership concentration and the strength of investor protection on the relationship between the level of board independence, as measured by the number of non-executive directors in relation to total number of directors and the firm performance. Using a sample of 9018 observations on all non-financial publicly listed firmsin 27 OECD countries between the year 2012 and 2015. The findings show a positive correlation between board independence and firm performancein all regression models. Furthermore, I find the negative moderating effect on both shareholder concentration and investor protection on the main relationship.

The literature on short selling documents substantial evidence that short sellers are generally informed investors (e.g., Diamond and Verrecchia, 1987; Asquith and Muelbrook, 1996). This dissertation investigates three specific implications of informed short selling for a firm and its investors. The first essay investigates if short selling discourages managers from pursuing over-optimistic projects by reducing equity market timing. By conditioning short selling on firm overvaluation, this essay shows that short selling reduces managerial equity market timing and increases leverage. This moderating impact of short selling is more pronounced in smaller firms and those with low institutional ownership or higher intangible assets. Furthermore, the results show that board independence facilitates the above effect of short selling which helps protect shareholder interests. The second essay investigates if board independence reduces informed short selling prior to earnings announcements. This essay estimates short sellers’ correct prediction of the direction of unexpected quarterly earnings through Logistic regression and finds that short sellers’ correct prediction decreases in firms with independent boards relative to firms with non-independent boards. Furthermore, this effect is more pronounced in firms with CEO duality and large board size. The quasi-natural experiment using the exogenous shock to board independence from the Sarbanes-Oxley Act of 2002, provides further support to our hypotheses. The third essay provides Sell recommendations by examining pre-announcement short selling of firms ahead of their earnings announcements. The methodology makes Sell recommendations for firms with the highest short position prior to their quarterly earnings announcement. The post-announcement raw, excess, and abnormal returns of firms having the Sell recommendations are statistically and economically significant for multiple-holding periods showing the methodology’s significant trading strategy implication. This dissertation significantly contributes to short selling, governance, capital structure, and investment literature.

While the European Union is striving towards harmonization among the member countries, interlocks (connections) are a social phenomenon that has an implication on the Corporate Code but it is more implicitly pointed out with words like “other relevant information” or ”other significant board positions” that might affect the individual board member’s independence and ability to fully commit to the company. Although the board often is referred to as one single entity, it consists of many board members that individually can have an agenda that might deviate from all stakeholders’ goal. Every single director has a business network of social contacts, especially if they are elected to more than one company’s board. These individual directors create interlocks (links) between the firms they work for, and form a social network on company level, while the Code only recommends the companies to provide independence information and other significant assignments one by one as if they operate in solitude.   This exploratory study captures the corporate governance perspective about independence and the social networks of directors on supervisory corporate boards in Denmark, Finland and Sweden by investigating the interconnectedness of the directors and companies, and combines this data with the independence disclosure by companies.   We employed deductive approach and a quantitative archival research strategy based on secondary data from annual reports and corporate governance documents in a total of 150 companies to gather a sufficient database about the independence disclosure and the corporate networks.   We identified the most central companies and individuals in corporate framework, and found concentration of power to be evident. Identifying the director networks enabled us to focus on the structural aspects of the networks and what implications this has on the independence of the boards. Furthermore, this research analysed the disclosure independence by the companies and assessed, whether the current requirements on disclosure are adequate for their purpose.   We also found, contrary to our expectations, that the independence disclosure is not harmonized between the studied countries and therefore we assessed the disclosure by using insider-outsider theory. This showed that the current corporate codes do not capture the independence very accurately, and that harmonization of the codes in addition to insider-outsider theory would help the relevant stakeholders to get a “truer and fairer view” of the directors’ independence.   This study has been written especially the legislators in mind and suggests the use of insider-outsider -theory approach to the legislators for providing a more comprehensive and accurate view of the independence.

The main aim of this research is to investigate if large multinational firms publicly listed in the European Union avoid more taxation than less international firms. Furthermore, the composition of the board of directors in terms of independence is considered as a potential moderating influence. I perform Pooled OLS regressions on a 2008-2016 sample of 5,118 firm-year observations, incorporating 669 firms from 21 countries. The results show a negative influence of the level of internationalization on tax avoidance, and this relation is found to be weakened by board independence.

This thesis comprises three research essays. The study documents empirical evidence around the research themes by analysing a sample of the UK’s listed non-financial firms from 2005 to 2018. It applied panel data analysis (fixed or random effects) techniques and the potential endogeneity issue is controlled by using the two-step system, GMM. Earnings-management research holds that manipulating a firm's real activities is more damaging to its long-term growth and value than accruals manipulation. Therefore, by building on agency theory and emphasising board monitoring, first essay investigates the role of independent directors’ tenure and connection to several boards in controlling real earnings management (REM). This study finds that independent directors elected to board before appointment of current CEO are negatively associated with the level of REM. Furthermore, this research provides evidence that REM is higher in those firms whose INDs are connected to several boards at a time. Though economically insignificant in most of the models, this research also shows that the association between INDs’ tenure and REM varies with the phases of their tenure. Directors in the early stage of their tenure are observed as being less effective in controlling REM. However, as INDs’ tenure grows, they employ better oversight over management's conduct, thereby reducing REM. Contrary to this, the extended tenure of INDs is associated with higher REM. These results collectively suggest that the board monitoring role protects the stakes of shareholders/stakeholders by constraining REM; when INDs are free from the influence of CEO, they are not over-committed due to their presence on several boards, and they have moderate board tenure which is neither too short nor too long. Furthermore, drawing on collective contributions and group performance perspectives, second essay explores the role of board diversity in the firm’s R&D investment decisions. Additionally, building on a fault-line argument about a team's demographic attributes, the current research decomposes the impact of demographic and cognitive diversity on R&D spending. The research observes a positive relationship between board diversity and the level of R&D spending. Moreover, this research documents that cognitive diversity is positively associated with R&D investment. However, demographic diversity has an insignificant relationship with firms’ spending on R&D projects. Further, this study confirms that demographic diversity negatively moderates the relationship between cognitive diversity and R&D investment. These results suggest that the board's attributes as a group carry the significance to influence the decisions having strategic importance. The findings on the sub-dimensions of board diversity imply that board functional/cognitive diversity is more relevant to corporate decisions and outcomes than is demographic diversity. Based on the monitoring perspective (agency theory) and resource provision view (resource dependency theory), third essay investigates the role of independent directors’ specific attributes in the corporate propensity to R&D investment. The study documents a positive association between INDs’ moderate (median) tenure and the firm’s spending on R&D projects, but early and extended tenure is observed as being insignificant. INDs with a presence on three or fewer boards are observed to promote R&D investment. However, INDs sitting on more than three boards negatively affect the firm’s propensity to invest in R&D initiatives. Financially expert INDs are negatively associated with corporate R&D investments, suggesting that such directors may resist funding these projects beyond optimal risk level because of their expertise. These results suggest that INDs’ monitoring and advising competence improves as they spend time on the firm’s board, but that extended tenure is counterproductive as it impairs INDs’ impartiality. Furthermore, INDs’ capital (resources) accruing from connection to multiple boards is only beneficial for the firm’s strategic decisions if their monitoring role is not compromised because of their over-commitment (busyness). / Mirpur University of Science and Technology (MUST)

董事會組成、結構與運作的特性影響董事會功能的發揮，而董事會功能的強弱則決定企業經營的良窳。董事會的策略功能若能發揮，應可增進公司績效；董事會若能盡到監督的職責，應可降低企業的風險。因此，本研究探討董事會特性對企業績效與風險之影響。有別於其他公司治理的相關文獻多以董事會的獨立性衡量董事會之效能，本研究額外針對董事會成員發展其專業性及參與程度等衡量董事會特性之變數，探討這些變數與公司績效及風險間之關聯性，並進一步納入市場競爭程度與研發強度，分析公司經營特性對董事會特性與公司績效、風險關聯性之影響。 本研究以資產報酬率(ROA)、股東權益報酬率(ROE)、Tobin’s Q (Q)、Jensen Productivity (Jensen)來衡量企業績效，以信用評等(TCRI、RankRisk)、資產報酬率的標準差(sdROA)、股東權益報酬率的標準差(sdROE)來衡量企業風險，從董事會之獨立性、專業性以及參與度探討其對企業績效與風險之影響。研究結果發現，董事會之獨立性可以提升企業績效(ROA、ROE)、降低企業風險(TCRI、RankRisk、sdROA、sdROE)。董監具備會計或法律專業可以提升投資績效(Jensen)，董監之聲譽可以提升企業績效(ROA、Q、Jensen)，但董監若兼職過於忙碌，反而會提高財務風險(sdROA、sdROE)，而董事會之參與度則可以提升企業績效(ROA、ROE)且降低信用風險(TCRI、RankRisk)。此外，市場競爭程度與研發強度影響董事會之獨立性、專業性以及參與度與企業績效、風險之關聯性。相對於低市場競爭程度，在高度市場競爭的環境下，董監具備會計或法律專業可以降低信用風險(RankRisk)，董監過於忙碌會增加企業風險(TCRI、RankRisk、sdROA、sdROE)，而董事會之參與度可以提升企業績效(Q)。相對於低研發強度，在高研發強度的環境下，公司需要內部董監的專屬知識，董事會之獨立性會降低投資績效(Jensen)，但董監具備會計或法律專業可以提升企業績效(ROA、ROE、Q、Jensen)且降低信用風險(TCRI)，董監之聲譽可降低信用風險(TCRI、RankRisk)，而董事會之參與度則可提升企業績效(ROA)。 / The board composition, structure and process influence the effectiveness of the corporate board. The strategy function of the board helps to improve firm performance, while the monitoring function of the board assists to reduce firm risk. This research investigates the impact of board characteristics on firm performance and risk. Different from prior studies that focused mainly on board independence, this research expands board characteristics to include the expertise and attendance aspects of corporate boards. Furthermore, this research incorporates market competition and R&D intensity to analyze their moderating effects on the association between board characteristics and firm performance and risk. This research uses ROA, ROE, Tobin’s Q and Jensen Productivity (Jensen) to measure firm performance, and uses TCRI, RankRisk, sdROA and sdROE to measure firm risk. The research results indicate that boards with higher independence have higher ROA and ROE and lower TCRI, RankRisk, sdROA and sdROE. The boards with accounting or legal expertise directors have higher Jensen, while the boards with more reputable directors have higher ROA, Q and Jensen. However, boards with busy directors have higher sdROA and sdROE. The more attentive boards are found to be associated with higher ROA and ROE and lower TCRI and RankRisk. In addition, the levels of market competition and R&D intensity affect the association between board independence, expertise and attendance and firm performance and risk. For firms operating in the high market competition environment, boards with accounting or legal expertise directors have lower RankRisk, boards with busy directors have higher TCRI, RankRisk, sdROA and sdROE, and more attentive boards have higher Q. For firms with high R&D intensity, boards with greater independence are associated with lower Jensen since these firms require insider directors who have firm-specific knowledge. Moreover, boards with accounting or legal expertise directors tend to have higher ROA, ROE, Q, and Jensen and lower TCRI and more reputable boards have lower TCRI and RankRisk, while more attentive boards have higher ROA.

Recent failure of such companies as Enron, Worldcom and Parmala showed that there are internal reasons contributing to company’s financial distress. Financial distress is a condition when a company fails to meet its debt obligations. Board of directors is liable for long-term decisions and their ineffective work in monitoring and controlling management can influence companies’ performance. With that in mind, in this degree project, we would like to answer the following research question: “What is the relationship between characteristics of Board and probability of financial distress, measured by Altman’s Z-score models in Sweden and Denmark?”   The epistemological and ontological choices for our study were positivism and objectivism with deductive approach. We have calculated Z-scores of Swedish and Danish companies in order to detect distressed and healthy companies. Further on, the information about board composition in each company was collected; mainly we were interested in board independence, board size, board ownership, COB ownership, CEO duality and employee representatives.   In order to examine if there is a relationship between board composition and financial distress, we have done Multiple and Binary Regression analyses. Based on the results we can state that board independence, board ownership and employee representatives and market capitalization (control variable) have significant relationship with probability of financial distress. Our study is interesting since we have looked at employee representatives, as a board characterectic that is specific for Nordic countries and that was not studied before. In addition, we have found that there is no CEO duality in Sweden and Denmark, since all companies in our sample followed the Companies’ Acts. COB ownership, the additional variable we wanted to test and board size have shown no significant relationship.