The number of multinational corporations (MNCs) has increased tremendously since the 1990s, as companies have started to act in a more global environment. This has resulted in more integration between economies, where companies have to adjust to this changing environment. In this paper, we study the impact of internationalization on nationality diversity in boards of Swedish MNCs during the period 1994-2012. Our propositions suggest that board size, a company’s degree of internationalization and country of origin are contributing factors that affect how a board is composed. Our findings concluded that companies with a high degree of internationalization often are more nationality diverse and that Swedish companies have gradually increased the number of non-Swedes in their boards over time.

This paper has examined which medium-term effects the Norwegian gender quota law has had on corporate boards listed on the Oslo Stock Exchange from 2009 to 2015. Wehave studied the gender quota law’s impact on different corporate board factors, such as board composition, the number of directorships held, basic remuneration, board size, andthe age of directors. Further, we also compared the gender quota law’s effects on these factors with similar studies made in earlier periods. The reason for that is to recognise whether there is a tendency of convergence over time. The study have been conducted using a quantitative approach by gathering information from mostly annual reports. Since, this is a comparative study, we will be using the same methods as previous researchers. These methods are arithmetic averages and standard deviations. We have also included some other methods to strengthen the results, such as geometric average, median, correlations, and significance test. The results of our research show that the number of directorships held by female directors decreased in both absolute numbers as well as in averages and dispersion. Remuneration for female directors increased. However, it diverged with male directors. The average board size did not remain significantly constant over time. We also found that the average age of board directors both increase and converges between the genders. We also believed that the proportion of female directors was depended on the firm’s board size, which the results showed was an incorrect assumption. This paper has applied an overarching theory called contingency theory. Further, other complementary theories within the area of corporate governance have also been used such as stakeholder theory, agency theory, and resource dependency theory. When analysing the results from this paper, there were too many plausible and contrasting theoretical explanations for why the various outcomes occurred. Therefore, we do not believe that the existing theoretical frameworks available are appropriate to explain how the gender quota law will impact corporate boards. The main contribution of this study is the results that show how both female and maledirectors’ average age and directorships held are converging over the observed period. Also, that the gender quota law has enabled female directors to gain more experience, which has led to a higher proportion of female directors.

The purpose for this paper is to determine whether there is any direct connection between board composition and R&D investments of Swedish listed companies. A century ago, Sweden was among the poorest nations in Europe, yet today Sweden is 3rd among world leaders in innovation. Innovation is approximated as a good proxy measurement for R&D investments. R&D has been the primary source for innovation because of today’s nature of economies in which firms are challenged with competitive advantage. R&D investments have become very essential for every organization as well, yet there is no clear relationship between board composition and R&D investments. The researchers sought to confirm whether the effects of board composition are not only to monitor but also to provide resources since R&D spending requires appropriate forms of control systems and proper level of resources in the form of skill, experience and knowledge. The researchers obtained that the Swedish code of corporate governance is the main form of regulation and control mechanism that are mandatory for the boards of listed companies to adapt and comply with. In this study, the researchers integrated agency theory, resource dependence theory, and stakeholder theory and stewardship theory perspectives to explain the effects of board composition on R&D investments. The hypotheses were derived from these mentioned theories, tested from the sample data of 68 companies extracted from listed firms in Stockholm Stock Market. Board tenure, board interlock, independent directors, and ownership of shares, board size, age diversity and gender diversity were used as the influential factors for R&D investments. Additionally, firm size, ROA, firm age and leverage were adopted as moderating variables to test the effect of board membership composition against R&D spending. However, only board interlock came out to be negative and significantly correlated at 5% level with R&D investments and the remaining variables were detected to have negative low correlations with R&D investment, though no significant associations were found. Out of the control variables chosen only ROA obtained a significantly negative low correlation at 1% level. The epistemological and ontological choices for this study were positivism and objectivism with deductive approach. In order to examine if there is a relationship between board composition and R&D investment, the researchers employed multiple regression analysis. The researchers also identified a research gap since they did not find any evidence of a study that examines board composition in relation to R&D investments in Sweden. As indicated by the results of this study, only board interlock has effect on R&D spending. Therefore, there is need for further research on R&D investments by examining other forms of board composition characteristics such as education and professional experience. Both qualitative and quantitative studies are recommendable in this area. The authors concluded that the board characteristics do not directly matter for Swedish corporations to invest annually in R&D activities. This paper provides full support to stakeholders’ theory and stewardship theory while partially agrees with agency theory and resource dependence theory. Key words: Corporate governance, Research and Development (R&D), board tenure, board interlock, independent directors, ownership, board size, age diversity and gender diversity.

By using five measures of corporate governance, this paper sheds light on the relationship between corporate governance, firm performance and firm valuation in a sample of large Swedish firms between 2013-2016. The study is conducted on the grounds of the Agency Theory as proposed by Jensen and Meckling (1976) and influenced by corporate governance research by Bhagat and Bolton (2008). Using Tobin’s Q and return on assets (ROA) as estimates of firm valuation and firm performance respectively, we find mixed results compared to prior research concerning the effects of good corporate governance. Our study shows that greater equity holdings of board members are significantly and positively impactful on Tobin’s Q as well as ROA. Furthermore, we find that a larger board size has a significant inverse relationship with both Tobin’s Q and ROA, which is consistent with prior research suggesting that smaller boards are more effective. Interestingly and partly inconclusive with prior research however, we find that greater equity holdings of the CEO is significantly and negatively impactful on Tobin’s Q as well as ROA. These results are robust for multiple controls and various models.

The purpose of this study was to examine the attention to the COVID-19 pandemic displayed by top-level management in companies listed on Nasdaq OMX Stockholm Large Cap, and how this aforementioned attention was affected by the board size and board gender diversity of respective company. To accomplish this, a content analysis on a word-by-word level was conducted of all interim reports produced in 2020 by each company, and data regarding the board size and board gender diversity was gathered, for each company. The frequency with which each company mentioned select keywords concerning the COVID-19 pandemic was measured and then used as a comparative measure of the attention to the COVID-19 pandemic. In order to determine the magnitude of the impact of the independent variables a control variable, firm size, was introduced and linear fits were constructed of various combinations of variables. The resulting fits all clearly displayed an absence of correlation between either board size or board gender diversity and the attention paid to the COVID-19 pandemic by top-level management in large Swedish companies. Hence, this study suggests that there is no increase in board activity regarding daily operations in large Swedish companies during crises.

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.

This dissertation consists of three essays examining the relation between corporate governance and firm performance. The theme of this study is that the widely documented long-term underperformance in equity carve-outs can be partly explained by weak corporate governance. The first essay presented in Chapter 2 explores the effect of shareholder-rights protection on the performance of a sample of firms that initiated a carve-out during the period 1983-2004. Using the Gompers, Ishii, and Metrick (2003) index and Bebchuk, Cohen, and Ferrell (2004) entrenchment index, as proxies for the quality of shareholder-rights protection, I provide evidence that firms with better shareholder rights protection outperform those with weaker rights protection. Results indicate that the weaker the rights protection, the greater the degree of underperformance. Overall, the results are robust to measures of firm performance and to model specification. The second essay presented in Chapter 3 examines the relation between firm performance and board structure. In particular, I study how board size, board independence, and CEO duality influence firm performance. I find that board size for non-financial firms is negatively related to firm performance but positively associated with performance for financial firms. Board independence is positively related to firm performance and CEO duality is negatively associated with performance for both financial and non-financial firms. These results are robust to various measures of firm performance. The conflicting evidence on board size, between financials and non-financials, seems to suggest that the scope and complexity of a firm.s operations drives board size. The third essay presented in Chapter 4 investigates corporate ownership and firm performance. I focus on insider ownership, outside blockholder ownership, and ownership concentration. Results show that insider ownership is negatively related to firm performance even at low levels of insider ownership levels. It is plausible that the combination of parent ownership and management ownership in the subsidiary exacerbate the entrenchment effect thus overwhelming the incentive alignment effects that theory posits. I document a positive relation between outside blockholder ownership and firm performance. And finally, I show that the level of ownership concentration increases (decreases) in anticipation of positive (negative) changes in firm performance.

Företag på NASDAQ OMXS Small Cap har sedan 2008 omfattats av svensk kod för bolagsstyrning, Koden. Kodens målgrupp är företagen men syftet är att främja investerares och aktieägares intressen. Det är således rimligt att ställa krav på att Kodens regler är av hög kvalité utifrån deras perspektiv. I studien undersöks vilka samband som existerar mellan reglerna i Koden angående styrelsen och Small Cap företagens lönsamhet, mätt som räntabilitet på totalt kapital. Sambanden används sedan för att avgöra om reglerna i Koden är korrekt utformade eller om de behöver modifieras. Resultaten visar att VD-ersättning är negativt relaterad till räntabilitet på totalt kapital vilket innebär att regeln om en ersättningskommitté behöver modifieras eller kompletteras. Inga samband hittades mellan kvinnor i styrelsen och lönsamhet och ej heller mellan styrelsens storlek och lönsamhet. Reglerna kring dessa två variabler bedöms vara i linje med resultatet och behöver inte modifieras. Svagare negativa samband hittades mellan styrelsens oberoende avseende ledning och ägare och lönsamhet. Reglerna angående styrelsens oberoende avseende ledning bedöms vara i behov av en mindre justering, likaså reglerna angående oberoende avseende ägarna. / NASDAQ OMXS Small Cap firms are since 2008 subject to swedish code of corporate governance, the Code. The Code’s targetgroup are firms but the purpose is to promote investor and shareholder interests. It’s thus reasonable to ask for high quality in the rules of the Code from their perspective. This study examine which connections between rules of the Code concerning board of directors and profitability, measured as return on assets, that exist. These connections are then used to decide if the rules of the Code are correct or in need of modification. Our results show that CEO-remuneration is negatively related to profitability which means that the rule about remunerationcommittee need a modification or to be supplemented. No connections between number of women in boards and profitability was found and no connection between board size and profitability either. The rules of the Code regarding these two variables are in line with our results and need no modification. Weaker connections between board independence with respect to management and owners and profitability was found. The rules of the Code regarding board independence concerning management and owners are in need of small adjustments.

Bakgrund: Bolagsstyrelsens roll och ansvarsområde har länge varit föremål för diskussion. I Sverige kan man från ett legalt perspektiv se att övervakning av företagsledningen får en central roll. Ägare i svenska bolag har stor möjlighet att påverka styrelsens genom den svenska valberedningsprocessen. Ägare får genom denna process möjlighet att påverka styrelsens övervakningsförmåga genom hur de sammansätter styrelsen. Påverkar därmed vilken sorts ägartyp företaget har styrelsens förmåga att övervaka effektivt. Syfte: Uppsatsens syfte är att förklara hur olika ägartyper påverkar styrelsens förmåga att övervaka. Metod: Studien har genomförts med en deduktiv forskningsansats, där teorierna agentteori, resursberoendeteori och institutionell teori har använts för att göra en teoretisk modell som förklarar ägartypernas påverkan på styrelsens övervakningsförmåga. Denna kvantitativa studie genomfördes genom användningen av data om svenska börsbolags styrelser från 2022. Slutsats: Studien visar att ägartyper har en påverkan på styrelsens förmåga att övervaka. Denna påverkan görs både direkt och indirekt genom styrelsens sammansättning. Dock tyder även resultatet på att det är ägarkoncentrationen av ägartyperna som är anledningen till detta som stämmer överens med agentteorin. / Background: The role and area of ​​responsibility of the board of directors has long been the subject of discussion. In Sweden, from a legal perspective, it can be seen that monitoring of company management has a central role. Owners in Swedish companies have a great opportunity to influence the board through the Swedish election committee process. Through this process, owners get the opportunity to influence the board's monitoring ability by how they compose the board. Can what kind of ownership type the company has then affect the board's ability to monitor effectively. Purpose: The purpose of the paper is to explain how different ownership types affect the board's ability to monitor. Method: The study has been carried out with a deductive research approach, where the theories agent theory, resource dependence theory and institutional theory have been used to make a theoretical model that explains the influence of ownership types on the board's ability to monitor. This quantitative study was conducted by using data on the boards of Swedish listed companies from 2022. Conclusion: The study shows that ownership types have an impact on the board's ability to monitor. This impact is shown both directly and indirectly through the composition of the board. However, the results also indicate that it is the ownership concentration of the ownership types that is the reason for this, which is consistent with the agency theory.

La recente crisi internazionale ha acceso un intenso dibattito sulla composizione degli organi di governo societario delle istituzioni finanziarie. Questo studio si pone l’obiettivo di indagare le determinanti della struttura del consiglio di amministrazione nel settore bancario europeo. Il primo capitolo è dedicato all’analisi dei fattori capaci di condizionare la dimensione del consiglio e la presenza di componenti non esecutivi e di componenti indipendenti. I risultati ottenuti dimostrano l’esistenza di un equilibrio complessivo tra i fattori idiosincratici propri delle singole banche e le caratteristiche dei Paesi in cui esse operano nell’influenzare la dimensione dell’organo amministrativo. Di contro, le peculiarità del contesto di riferimento spiegano la maggior parte della variabilità nelle percentuali di amministratori non esecutivi e di amministratori indipendenti. Con riferimento alle caratteristiche specifiche degli intermediari, vengono identificate relazioni sistematiche tra la struttura del consiglio di amministrazione e l’operatività aziendale o la struttura proprietaria, in funzione del trade-off tra i costi e i benefici associati a configurazioni alternative dell’organo di gestione. Nel secondo capitolo, viene sviluppata l’analisi delle determinanti della presenza di amministratori di genere femminile. Il modello empirico integra le variabili esplicative relative alle caratteristiche delle singole banche con un ampio numero di indicatori della condizione della donna in ciascun Paese, attinenti all’istruzione, alla famiglia, al bilanciamento tra vita privata e lavoro, all’occupazione e al coinvolgimento nella politica e nelle istituzioni pubbliche. Le evidenze dell’analisi fanno emergere con chiarezza che la partecipazione femminile al consiglio delle banche è uno specchio dell’immagine della donna nell’ambiente esterno. In questo senso, i Paesi con costumi più emancipativi e un più efficace sistema di welfare a supporto della parità tra i generi presentano la più elevata partecipazione femminile al consiglio di amministrazione degli intermediari nazionali. / The recent financial crisis has brought board of directors of financial institutions into the spotlight. This study investigates the determinants of board structure in the European banking industry. In the first chapter, we analyze factors that can affect the number of board members, the percentage of non executive directors and the percentage of independent directors. We prove the existence of an overall equilibrium between bank-specific and country-specific characteristics in explaining variation in board size. In contrast, country-specific characteristics explain most of the variation in the percentages of non executive directors and independent directors. As regards bank-specific characteristics, we find systematic relationships between board composition and bank’s operating variables or ownership structure variables, according to benefits and costs embedded in different board structures. In the second chapter, we examine the determinants of female participation in the boardroom. In this case, bank-specific characteristics are complemented by country-specific explanatory variables of women’s status covering the areas of education, family life, economic activity and employment, work-life balance, participation in public life and decision making. The results provide evidence that female representation on bank boards is a mirror of the general status of women in the country in which the banks operate. In this sense countries that exhibit more emancipative values, as well as more advanced welfare systems to promote effective equality between women and men, are the ones that present higher percentages of female board directors in their banks.