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.

Submitted by Renan Kenji Oshiro (renan.oshiro@gmail.com) on 2016-03-14T17:17:08Z No. of bitstreams: 1 OSHIRO - Estruturas de governança corporativa e financial distress.pdf: 1792395 bytes, checksum: 0816d14d773c954b257c5ad3f90312d1 (MD5) / Approved for entry into archive by Renata de Souza Nascimento (renata.souza@fgv.br) on 2016-03-14T17:20:18Z (GMT) No. of bitstreams: 1 OSHIRO - Estruturas de governança corporativa e financial distress.pdf: 1792395 bytes, checksum: 0816d14d773c954b257c5ad3f90312d1 (MD5) / Made available in DSpace on 2016-03-14T17:42:57Z (GMT). No. of bitstreams: 1 OSHIRO - Estruturas de governança corporativa e financial distress.pdf: 1792395 bytes, checksum: 0816d14d773c954b257c5ad3f90312d1 (MD5) Previous issue date: 2016-02-15 / In this master’s thesis it was analyzed if there is a significant relationship among governance structures (structure and board composition) and financial distress. This essay focused on this issue because academic studies in corporate governance and its relation to financial distress are still largely unexplored. In addition, the topic has relevance in the corporate world, since understanding which board structures and its compositions would be more efficient to avoid financial distress is attractive for many stakeholders, mainly for shareholders and creditors. To check the existence of this relationship, it was used data from Brazilian public companies and logit models of financial distress were developed. With financial distress as response variable and starting from a base model with financial control variables, new determinants and combinations of these variables were added step by step to set up intermediate models. At last, the final model included all relevant explanatory variables. The variables can be classified into governance structure variables (DUA, GOV and COF), board quality (QUA) and ownership structure (PRO1 and PRO2). The following base models were used: Daily and Dalton (1994a) and an own model, which was developed to model better financial distress and its relation to the governance structure variables. In several tested models, significant relationships were found in the percentage of dependent directors (GOV), percentage of education’s elite directors (QUA), percentage of discriminated stock (PRO1) and percentage of relevant state stock ownership (PRO2). Hence, the hypothesis that more dependent directors, less education’s elite directors and less concentrated ownership structures contribute to a future financial distress situation cannot be rejected. On the other hand, in dummy variables as duality (DUA) and supervisory board (COF) were not found statistical significance / Nesta dissertação foi analisada se há uma relação significante entre estruturas de governança (estrutura e composição de conselho) e financial distress. Este trabalho focou neste tema porque os estudos acadêmicos em governança corporativa e sua relação com financial distress ainda são pouco explorados. Além disso, o tema tem relevância no mundo corporativo, pois entender quais estruturas e composições de conselho seriam mais eficientes para evitar financial distress é interessante para diversos stakeholders, principalmente para os acionistas e os credores. Para verificar a existência dessa relação, foram utilizados dados de empresas brasileiras de capital aberto e foram desenvolvidos modelos logit de financial distress. Sendo a variável resposta financial distress, partiu-se de um modelo base com variáveis financeiras de controle e, por etapas, foram adicionadas novos determinantes e combinações dessas variáveis para montar modelos intermediários. Por fim, o modelo final contou com todas as variáveis explicativas mais relevantes. As variáveis de estudo podem ser classificadas em variáveis de estrutura de governança (DUA, GOV e COF), qualidade do conselho (QUA) e estrutura de propriedade (PRO1 e PRO2). Os modelos base utilizados foram: Daily e Dalton (1994a) e um próprio, desenvolvido para modelar melhor financial distress e sua relação com as variáveis de estrutura de governança. Nos diversos modelos testados foram encontradas relações significativas no percentual de conselheiros dependentes (GOV), percentual de conselheiros da elite educacional (QUA), percentual de ações discriminadas (PRO1) e percentual de ações de acionista estatal relevante (PRO2). Portanto, não se descartam as hipóteses de que mais conselheiros dependentes, menos conselheiros da elite educacional e estrutura de propriedade menos concentrada contribuem para uma situação de financial distress futura. Entretanto, as variáveis dummy de dualidade (DUA) e de conselho fiscal (COF) não apresentaram significância estatística

The thesis deals with two types of organizational structure of a joint-stock company regard to changing legislation, effective from 1st January 2014. The work is initially focused on new type of organizational structure - a monistic organizational structure. It consists of the board of directors and the statutory director. The work explains the operation and scope of the company's bodies. The second type of organizational structure, which analyses the work, is dual organizational structure. It consists of the management board and the supervisory board. The work is based on the Civil Code and the Business Corporations Act.

This dissertation consists of three essays on the effect of excess compensation and corporate governance changes on the firm’s performance. The first paper utilizes a cost minimization stochastic frontier approach to investigate the efficiency of director total compensation. Our findings suggest that board members are over compensated. We show that, on average, the director actual compensation level is above the efficient compensation level by around 63%. Our results suggest that an increase in director excess compensation decreases the likelihood of CEO turnover, reduces the turnover-performance sensitivity, and increases managerial entrenchment. Thus, the surplus in director compensation is directly associated with managerial job security and entrenchment. Furthermore, although director excess compensation is not significantly inversely related to the firm’s future performance, it has an indirect negative effect on future performance through its impact on the entrenchment-performance relationship. Therefore, this essay proposes that the overcompensation of directors is directly associated with a board culture predicated by mutual back-scratching and collusion between the CEO and the board members. The second essay tests the effect of an exogenous shock, the Sarbanes-Oxley Act (SOX) of 2002, on the structure of corporate boards and their efficiency as a monitoring mechanism. The results suggest an increase in the participation of independent directors at the expense of insiders. Consequently, we investigate the implications of board composition changes on CEO turnover and firm value. We document a noticeable reduction in CEO turnover in the post-SOX period. We also demonstrate that, after SOX, a board dominated by independent directors is less likely to remove a CEO due to poor performance. Finally, we highlight a negative association between the change in board composition and firm value. We propose that our findings are predicated on an off equilibrium result whereby firms were forced to modify iv their endogenously chosen board composition. Therefore, contrary to the legislators’ objectives, we suggest that the change in board structure brought about inefficient monitoring and promoted an unfavorable tradeoff between independent directors and insiders. The third essay examines the relationship between the firm’s governance structure and its value during different economic conditions. We show that both relative industry turnover and CEO entrenchment increase during economic downturns. We also find that relative industry turnover and managerial entrenchment have opposite impacts on the value of the firm throughout the recessionary period. While industry turnover leads to an appreciation in firm value, managerial entrenchment reduces shareholders’ wealth. The negative impact of managerial entrenchment on firm value, however, outweighs the positive impact of industry turnover. Accordingly, we propose that a recession provides managers with a good opportunity to camouflage their behavior and extract more private benefits and, thus, blame the poor performance on bad economic conditions.

No / This study examines the effect of board composition on the likelihood of corporate failure in the UK. We consider both independent and non-independent (grey) non-executive directors (NEDs) to enhance our understanding of the impact of NEDs' personal or economic ties with the firm and its management on firm performance. We find that firms with a larger proportion of grey directors on their boards are less likely to fail. Furthermore, the probability of corporate failure is lower both when firms have a higher proportion of grey directors relative to executive directors and when they have a higher proportion of grey directors relative to independent directors. Conversely, there is a positive relationship between the likelihood of corporate failure and the proportion of independent directors on corporate boards. The findings discussed in this study support the collaborative board model and the view that corporate governance reform efforts may have over emphasised the monitoring function of independent directors and underestimated the benefits of NEDs' affiliations with the firm and its management. (C) 2013 Elsevier Ltd. All rights reserved.

The main aim of European economic integration is to reach the common market of goods, services, persons and capital. To make this aim easier to realize in terms of free movement of capital, European Commission has created the statute of the European company (Societas Europaea, SE) as a new institute and corporate vehicle on the supranational level. The paper offers information about creation of the European company according to Comunitary and Czech national law and its corporate structure and mentions several concrete cases of company creation or transformation. The end of the study is dedicated to an analysis of the current usage of European company and advantages and disadvantages of this legal form of trading company together with a summary of current experience with the existence of European company and with the possible future of transnational companies within European Union.

企業自願性盈餘預測屬資訊公開體系的一環，我國相關法令雖要求自願性盈餘預測必須於發布後二日公告，並經會計師核閱，且錯誤超過盈餘之20%必須要強制修正，但是實務上企業管理者常游走法律邊緣，而主管機關也沒有嚴格執法，使得公司盈餘預測常被詬病，甚至有淪為股票炒作工具之說，嚴重損害投資人的利益，這樣的現象或許可以透過規範董事會的組成進而強化公司監管的機制來獲得解決。先前有關盈餘預測的研究並沒有將公司監管機制以及董事會中的家族因素納入考量，因此，本研究試圖以公司監管的角度出發，並加入家族因素，以橫斷面迴歸分析的方法，探討一般董事會結構及公司監管機制（自變數）與自願性盈餘預測行為（應變數）之關聯性。 在自變數中，一般董事會結構方面除了包括董事會持股比例外，尚採用Cubbin and Leech（1983）的表決機率模型，做為家族企業判斷的依據，以便將家族因素納入考量，而公司監理機制方面則包括非關係企業法人董事、法人投資機構以及法人以外第二勢力等三項。在應變數中，本研究將應變數依照是否發布自願性盈餘預測、自願性盈餘預測發布次數以及自願性盈餘預測發布準確性等，分為三個主題依序探討。研究結論如下： 1.董事會持股愈高，企業愈不會發布自願性盈餘預測，一旦發布，錯誤的機會較高。 2.家族愈能掌控董事會時，企業愈有發布自願性盈餘預測的意願，一旦發布，修正的機會並不高。而家族企業中，家族持股愈高時，發布自願性盈餘預測的意願愈強烈，但是準確性也愈低。 3.董事會中法人第二勢力存在（非關係企業法人持股大於3%），同時持股較高時，會提高企業對外發布自願性盈餘預測的意願，其修正預測的機會比較低。 4.董事會中法人以外第二勢力存在，同時持有股數較高時，愈會降低自願性盈餘預測修正的機會，而盈餘預測準確性也會比較高。 5.公司董事會被家族所掌控時，在第一次盈餘預測發布時，較有可能發布比實際情況樂觀的盈餘預測，而公司當年度有好消息或是規模較大時，也較可能發布比實際情況樂觀的盈餘預測。至於負債比率較大的公司，發布盈餘預測的態度反而比較保守，較可能出現低估的情形。

Corporate governance has received considerable attention over the past few decades especially after several corporate scandals and global financial crises surfaced. It is a tool that ensures the wealth maximization interest of shareholders (Grove & Clouse, 2015; Gupta, 2015). Several studies on corporate governance have been made around the world, mostly in the context of developed nations. These have made significant contributions to the corporate governance literature and practice. However, there is scant research that addresses corporate governance issues in the context of emerging economies. In terms of applicability, it is important to view corporate governance not as a whole but in the context of specific fashion due to the economic, political, social and cultural differences among countries. In spite of the numerous studies in the subject and their contributions, a significant gap exists in our understanding of the relationship between corporate governance structure, process and board performances. Most of the prior studies focused on board structure giving much less emphasis to the board process- the missing link. By way of addressing the gap and providing a broader understanding of the relationship among the corporate governance variables, this study, among others, explored how board structure and board process influence the board performance in an emerging market economy context. Board performance has hardly been explored in this setting and this study tries to contribute to the existing literature by examining the antecedents of the boards‟ performance. The antecedents are positioned in the second order constructs that include the board structure and the board process. The antecedents with the board structure go beyond the usual variables of size, CEO duality and the outside/inside directors‟ ratio. A mixed method approach was used in the collection and analysis of the data. Both quantitative and qualitative data were collected from private and public banks‟ governing bodies and various groups of stakeholders. The quantitative data were mainly analyzed statistically using the Partial Least Square method of the Structural Equation Modeling. The qualitative data obtained from the survey and the interviews were thematically analyzed to identify important concerns. The findings from the quantitative data analysis showed that board structure has positive and significant influence on board process, board service and control v task performance. The findings also indicated a positive and significant relationship between board process and both board service and control task performance. Furthermore, the study revealed that board process mediates the relationships between board structure and both board service and control roles; it was also found that ownership type affects board performance but has no influence on company performance. The stakeholders‟ perceptions of various aspects of corporate governance practices, as beginners, were found out to be not bad. However, Ethiopia, like many emerging market economies, does not yet have a fully developed legal and regulatory system. Additionally, the enforcement capacities of the regulatory organ are at a nascent stage, and a private sector that is able to support effective corporate governance has yet to emerge. The nature of the Ethiopian banking corporate governance system can be characterized by a one tier system with a non-executive board of directors and ownership concentration. The boards of directors are also mainly control oriented rather than strategic or service oriented leaders. / Graduate School of Business Leadership (SBL) / D.B.L.

Monistic organizational structure of a Czech join-stock company after recodification of private law Traditionally, the only board structure available for national joint-stock companies under the laws of the Czech Republic was two-tier model based on strict division of corporate governance functions between two separate boards. With the effect as of January 1st 2014, new Business Corporations Act no. 90/2012 Coll. ("Act") has introduced alternative statutory framework for one-tier board structure for join-stock companies which have its seat in the Czech Republic and thus are governed by the Czech laws. The Act made it possible for shareholders to choose between both models of board structures as what they deemed would fit best the purpose of their business. In this narrow sense the addition may have been looked at as praiseworthy. However the imperfect implementation of one-tier model of corporate governance into Czech law has raised serious interpretational issues which may effectively render this model unacceptable for adoption because the division of powers between the board of directors and general manager remains unclear. The main purpose of my thesis is to address this issue by clarifying the scope of powers which are vested by the law in the board of directors and general manager of the...

This thesis deals with civil liability of the Supervisory Board and its members for breaching his duties. Emphasis is placed on responsibility and legal relationship, whose content is obligation to pay damages, between Supervisory Board and its member and business companies (in the new terminology "business corporation"). This thesis is dealing at first with the legal anchoring of the Supervisory Board as such, the creation and termination of the Supervisory Board and the definition of its living space not only in the relation to corporation, but also to individual shareholders, General Assembly and of course to the Board - including their mutual rights and responsibilities. Thesis is crossed by author's intention to evaluate the active legislation, whose legislative life is coming to an end, and on the basis of that to comment upcoming legislation that at least brings a fresh wind to the corporate life. Shortly is discussed upon by the factual impossibility to prosecute members of the Supervisory Board for crimes associated with their performance.