This research primarily examines the trends of changing characteristics of corporate boards within New Zealand listed firms. Expressing in a quantitative framework, this research provides an insight of how board compositions have changed over the past decade, within which two major corporate governance legislative reforms have occurred. These two reforms are known as the Companies Act in 1993 and the New Zealand Corporate Governance Best Practice Code in 2003. This study aims to cover a full range of board characteristics mentioned in previous related literatures in order to give a more complete view. Sixteen variables are selected and examined: board size, board independence, multiple directorships, CEO compensation, chair and director fees, CEO duality, gender diversity, staggered board, directors' ownership, director tenure, directors' experience, committee existence, committee independence, CEO involvement on board committees, board and committee Meetings, directors' educational and industrial background. Within the above variables, board size, board independence and CEO duality receives the most attention from New Zealand investors and regulators. Tendencies of movements regarding these characteristics appear to collaborate with public expectations. Board size has decreased while independence has increased throughout the periods examined. CEO duality phenomenon sharply reduced during the periods after 2003 legislative reform. Committee independence has also grown according to the public recognition, especially for audit committees. CEO involvements on board committees are less than before. Boards within New Zealand listed firms desire more diversification of both gender and backgrounds of directors. These findings fill the gap of the evolution of corporate boards’ characteristics of New Zealand listed firms over the past decade.

In this dissertation, we first examine the relationship between performance of the bank holding company and several board characteristics. We use five proxies for bank performance including Tobin’s Q, ROA, loan loss reserve ratio, non-performing asset ratio, and net charge-offs ratio. Board characteristic variables we include are board size, proportion of outsiders, CEO power, CEO tenure and board tenure. We find that a large board enhances bank performance, as proxied by Tobin’s Q and loan quality variables. We find no evidence that board structure or CEO power influences firm performance. We see that CEO and board tenure have a positive effect on firm performance. We further employ a crisis dummy during the period 2007 through 2009 to determine if the relationships between firm performance and board characteristics changed during the crisis. Our crisis results show us that board size has a negative effect on Tobin’s Q and the non-performing asset ratio during the crisis. Further, we find that board structure decreases the non-performing asset ratio during the crisis. We next examine the relationship between risk-taking of the bank holding company and several board characteristics. We use four accounting based proxies for bank risk-taking including credit risk, liquidity risk, capital ratio and operational risk. We also use three market based proxies for bank risk including market beta, idiosyncratic risk and the standard deviation of its stock return. Board characteristic variables we include are board size, board independence, CEO duality, CEO tenure and board tenure. We find that a large board reduces both balance sheet and market risk. We further investigate the relationships between risk-taking and board characteristics changed during the financial crisis of 2007-2009. We find that our results are robust during the crisis.

Due to various corporate scandals and failures, there has been a renewed interest on the role of boards in the performance of firms. This thesis examines the relationship between the key board characteristics and firm performance. Unlike most studies on boards which predominantly use only financial variables affecting governance, I take a different approach by combining them with non-financial variables. This combined set of variables is used for theoretical and empirical modelling. Based on the extant literature, I develop a conceptual framework and a set of hypotheses to examine the relationship between board characteristics and firm performance. Board characteristics considered in this research include board size, director ownership, CEO duality, gender diversity, educational qualification of board members and number of board meetings. Additionally, I use board size as a moderating variable to examine how the effect of other board characteristics is contingent on board size. Firm performance is measured by return on assets. I test my hypotheses on a longitudinal sample of 156 firms over a four year period from 2004 to 2007. My sample includes all firms listed on New Zealand stock exchange as on November 2007. Empirical analysis is undertaken using Generalised Least Squares analyses. The findings of the study show that board characteristics such as board size, CEO duality and gender diversity were positively related with firm performance, where as director ownership, board meetings and the number of board members with PhD level education was found to be negatively related. Board size was found to be moderating some of these relationships, indicating the critical role being played by board size in the design and role of corporate boards. The findings also provide partial evidence to different governance theories, further indicating the need for theoretical pluralism to gain insights into boards’ functioning. The study contributes to the understanding of board-performance link by examining both the traditional variables such as board size, CEO duality, and number of board meetings as well as other organisational attributes such as gender diversity and competence variables represented by women and PhD holders, respectively. The theoretical framework and the findings of my thesis are expected to stimulate scholars for further research to identify the contingency conditions upon which the board characteristics and firm performance may be dependent.

Due to various corporate scandals and failures, there has been a renewed interest on the role of boards in the performance of firms. This thesis examines the relationship between the key board characteristics and firm performance. Unlike most studies on boards which predominantly use only financial variables affecting governance, I take a different approach by combining them with non-financial variables. This combined set of variables is used for theoretical and empirical modelling. Based on the extant literature, I develop a conceptual framework and a set of hypotheses to examine the relationship between board characteristics and firm performance. Board characteristics considered in this research include board size, director ownership, CEO duality, gender diversity, educational qualification of board members and number of board meetings. Additionally, I use board size as a moderating variable to examine how the effect of other board characteristics is contingent on board size. Firm performance is measured by return on assets. I test my hypotheses on a longitudinal sample of 156 firms over a four year period from 2004 to 2007. My sample includes all firms listed on New Zealand stock exchange as on November 2007. Empirical analysis is undertaken using Generalised Least Squares analyses. The findings of the study show that board characteristics such as board size, CEO duality and gender diversity were positively related with firm performance, where as director ownership, board meetings and the number of board members with PhD level education was found to be negatively related. Board size was found to be moderating some of these relationships, indicating the critical role being played by board size in the design and role of corporate boards. The findings also provide partial evidence to different governance theories, further indicating the need for theoretical pluralism to gain insights into boards’ functioning. The study contributes to the understanding of board-performance link by examining both the traditional variables such as board size, CEO duality, and number of board meetings as well as other organisational attributes such as gender diversity and competence variables represented by women and PhD holders, respectively. The theoretical framework and the findings of my thesis are expected to stimulate scholars for further research to identify the contingency conditions upon which the board characteristics and firm performance may be dependent.

Due to widespread bank scandals and failures around the world, there has been renewed interest in the effect of corporate governance on bank performance. The majority of research concerning corporate governance and its effect on bank performance has been undertaken in developed countries and markets, particularly the USA and European Union but relatively little evidence is provided in Sub Saharan Africa, specifically, Ghana. This study investigates the effects of corporate governance on financial performance of Ghanaian universal banking companies during the period 2006- 2014. This study primarily employs relevant governance theories to investigate the relationship between corporate governance and bank performance. Multiple regression panel data analysis and other appropriate methods are the main tools of analysis in this study. The empirical investigation revealed a mixed set of results. The findings showed that board size, board composition, bank size and foreign ownership are positively but insignificantly related to profitability in terms of return on asset and return on equity, while board committees have a positive and statistically significant impact on financial performance which is consistent with the monitoring hypothesis of agency theory which argues that board committees are an important mechanism of corporate governance in Ghana which impact on bank performance. This study contributes to the increasing number of research studies on the link between bank performance and corporate governance. The lacked of clarity, mixed and permanent relationships provided, show that the association the association between bank performance and different corporate governance mechanisms is complex and dynamic optimal governance arrangements may differ from bank to bank in relation to governance characteristics.

The CEO of a large listed firm is often under public scrutiny due to listing requirements of stock exchanges of the respective country as well as pressures from stakeholders. Of these stakeholders, shareholders are mostly interested in the firm performance as it relates to their investment to determine if their investment is still worthwhile as well as to determine its returns. A CEO has the duty of ensuring that a firm meets its set targets and the responsibility of having to account for any deviations from these targets. In a firm with sound corporate governance measures, any underperformance experienced by the firm should result in the CEO being replaced and when targets met, the CEO being rewarded. However this is not always the case and this study considers the key determinants of CEO turnover as it later aims to determine what these key determinants are in South African JSE-listed firms as well as the correlation with CEO turnover. This study examines the relationship between ownership structure and board characteristics on CEO-firm performance sensitivity. The population for this study was 60 companies listed on the Johannesburg Stock Exchange. The period covered for this study runs over 5 years from 2013 to 2017. This period was chosen mainly because data for some companies was missing for the period beyond 2017. Thus, excluding companies that had no data for the period beyond 2017 could have reduced the sample further and would have made the analysis less meaningful. The study reports three important findings. The first is that CEO turnover is insensitive to firm performance, irrespective of whether it is an accounting-based firm performance (i.e CEO turnover vs EBIT/Assets ratio) or market-based measure of firm performance (lagged stock returns, 18, 24, and 36 months respectively). Second, the findings of this study show that CEO age and institutional ownership are inversely related to CEO turnover. In addition, board size becomes a significant determinant of CEO turnover when the model in includes returns lagged over 36 months or when the EBIT/Assets ratio is part of the Model (see models 7 and 8), although this is only at 10% level of significance. Third, board insiders and firm size are found to be unrelated to CEO turnover.

Due to widespread bank scandals and failures around the world, there has been renewed interest in the effect of corporate governance on bank performance. The majority of research concerning corporate governance and its effect on bank performance has been undertaken in developed countries and markets, particularly the USA and European Union but relatively little evidence is provided in Sub Saharan Africa, specifically, Ghana. This study investigates the effects of corporate governance on financial performance of Ghanaian universal banking companies during the period 2006- 2014. This study primarily employs relevant governance theories to investigate the relationship between corporate governance and bank performance. Multiple regression panel data analysis and other appropriate methods are the main tools of analysis in this study. The empirical investigation revealed a mixed set of results. The findings showed that board size, board composition, bank size and foreign ownership are positively but insignificantly related to profitability in terms of return on asset and return on equity, while board committees have a positive and statistically significant impact on financial performance which is consistent with the monitoring hypothesis of agency theory which argues that board committees are an important mechanism of corporate governance in Ghana which impact on bank performance. This study contributes to the increasing number of research studies on the link between bank performance and corporate governance. The lacked of clarity, mixed and permanent relationships provided, show that the association the association between bank performance and different corporate governance mechanisms is complex and dynamic optimal governance arrangements may differ from bank to bank in relation to governance characteristics.

No / This study investigates the relationship between the corporate governance structure and performance of 347 companies listed on the Kuala Lumpur Stock Exchange (KLSE) between 1996 and 2000. We found board size and top five substantial shareholdings to be significantly associated with both market and accounting performance measures. In addition, we found a significant relationship between multiple directorships and market performance while role duality and managerial shareholdings are significantly associated with accounting performance. The result is robust with respect to controls for gearing, company size, industry membership and growth opportunities.

本研究主要探討我國上市櫃公司的董監薪酬影響因素，採用新制董監薪酬揭露制度，將董監事兼任經理人、兼任員工的薪酬與分紅排除後，以董監薪酬合計和平均董監薪酬作為研究對象。本研究以2005年至2013年所有上市上櫃(含下市下櫃)的公司為研究樣本，並使用普通最小平方法則和固定效果模型進行檢測影響董監薪酬因子。 研究結果發現我國上市櫃公司的董監薪酬確實受到董事會特性、公司特性以及公司經營績效影響。董事會特性中以董事會規模、董監事持股比例和董事兼任經理人比例具有顯著之影響；公司特性以公司規模、負債比例、股價日報酬波動度和投資機會均對董監薪酬具顯著影響；最後，公司經營績效指標中以Tobin's Q、資產報酬率、營業收入淨額與股利殖利率與董監薪酬呈顯著正向影響。這表示我國公司在制定公司董監薪酬時，確實會考量其董事會特性、公司特性以及公司之經營績效。 最後，本研究使用迴歸式的殘差項由大至小組合投資組合以觀察其績效表現，殘差項最大(小)投資組合表示支付過高(低)董監薪酬的公司，研究發現並無法從投資組合的績效表現看出支付過高(低)董監薪酬對公司股價報酬表現之影響，本研究認為這可能是因為支付過高董監薪酬可能同時包含因為該公司的董監事之能力佳而支付較高的薪酬亦可能該公司的董監事僅為坐領高薪的肥貓。 / This study empirically examines variables that influence director compensation of Taiwanese companies. With new disclosure rule for board compensation, we exclude the salaries and bonus of concurrently serving as managers or employees, and divide board compensation as total director compensation and average director compensation. We collect 2005 to 2013 listed companies on Taiwan Stock Exchange and Taipei Exchange as research samples. In our regression analysis, we distinguish three types of determinants: board characteristics, firm characteristics and corporate performance. Using ordinary least squares estimator method and fixed effect method, our results show that board characteristics, firm characteristics and corporate performance do affect board compensation. We find board size, directors’ equity holding ratio and the ratio of director concurrently serving as manager that significant influence director compensation. From the aspect of firm characteristics, results show that firm size, leverage ratio, daily stock returns volatility and investment opportunity also significant influence director compensation. We also provide evidence that higher Tobin’s Q, ROA, sales and dividend yield, higher director compensation. Finally, we use residuals from the regression to construct portfolios and observe their performance. The portfolio with highest (lowest) residuals considers as companies overpaying (underpaying) their directors. However, from performance of portfolios, we cannot conclude that directors are overpaid or underpaid can reflect companies future performance, since directors are overpaid may because of their extraordinary ability or simply because they are fat cats.

過去研究指出，增加董事會的開會次數將提高董事會的監督效能。本研究以董事會之開會次數為應變數，納入總經理特性、董事會特性與財務特性，探討影響董事會監督強度之決定性因素。本研究發現，總經理任期、總經理持股比例、董事會規模及前期經營績效對董事會監督強度存在顯著負向關係，而總經理與董事長為同一人對董事會的監督強度呈顯著正相關。進一步將樣本依總經理是否屬於控制家族成員，將樣本分成兩組樣本後，本研究發現，總經理之控制家族色彩會削弱總經理任期與董事會監督強度關聯性，但也具有增強總經理與董事長為同一人、董事會規模與董事會監督強度關聯性的效果。 / Prior researches argue that board meeting time is an important resource in improving the effectiveness of a board (e.g., Vafeas, 1999; Ryan et al., 2007). We use a Poisson model with the number of board meetings as the dependent variable and examine the determinant factors of the intensiveness of board monitoring. We find that the intensiveness of board monitoring is driven by CEO characteristics, board characteristics, and prior performance. CEO tenure, CEO ownership, board size and prior performance are significantly inversely related to the intensiveness of board monitoring. CEO/chair duality positively influences the number of meetings (significant at the 0.1 level). We analyze separately the relations between CEO characteristics, board characteristics, prior performance and meeting frequency for non-family CEOs and CEOs who are numbers of the controlling family, and use interaction term between independent proxies and the controlling family dummy variable to test for the significance of these differences. We find that the relation between the number of board meetings and CEO tenure is weaker when the CEO is a member of the founding family. We also find that the relations between the intensity of board monitoring and CEO duality, board size are stronger when the CEO is a member of the founding family.