This thesis comprises three empirical studies. These studies can be read as though they are independent. However, all three of them revolve around investigating whether and how characteristics of directors can affect firm-level outcomes. The first study – “Does gender diversity affect firm equity risk?” – systematically investigates whether gender diversity in the boardroom influences firm equity risk. To identify the causal effect of gender on risk, I employ a dynamic model which allows for the possibilities that risk can influence the gender of appointed directors and that both director gender and risk can be influenced by other unobserved firm-level factors. The overall results in this study do not support the view that female boardroom representation influences equity risk. I also show that findings of a negative relationship between the two variables are spurious and driven by unobserved between-firm heterogeneous factors. The second study – “Spillover effects of women on boards” – introduces an alternative way of looking at boardroom gender diversity. The definition of boardroom gender diversity is broadened to include female directors who do not sit on the board but are connected to the board through male directors or “external” female influence. This is in addition to the “internal” influence of female directors inside the board. I find that when both external and internal influences of female directors are considered, there is evidence supporting a link between gender diversity and firm risk and that a plausible channel by which gender affects risk is through more effective monitoring. Male directors are less likely to exhibit absenteeism when they are exposed to both external and internal female influence. CEO turnover sensitivity increases with the proportion of male directors who are externally connected to women, when there is at least one female director inside the board. Risk also increases with the proportion of these connected men when they work on a board with at least one woman. The findings suggests that female directors can exert influence on firm-level outcomes despite their minority status in the boardroom. The third study – “Independent director reputation incentives and stock price informativeness” – examines whether the reputation incentives of independent directors increase the incorporation of firm-specific information into stock prices. I find that the proportion of directors who deem their directorships to be more important based on firm market capitalization is associated with higher firm-specific information content in stock prices. This is consistent with the argument that boards that are incentivized to protect their reputation can deter managers from withholding information. I find this relation to be stronger when other external monitoring mechanisms are weak and when there is uncertainty regarding the future prospects of the firm. I also find evidence that a channel by which directors can influence stock price informativeness is through voluntary disclosure. Additionally, the presence of directors with high reputation incentives is negatively associated with stock price crash.

As evident from recent changes in NYSE and Nasdaq listing requirements, board independence is considered an important constituent of firms?? corporate governance structures. However, the empirical evidence regarding the impact of board structure on firm performance is mixed. Since firms employ a variety of governance mechanism to control agency problems, the significance of board independence may depend upon the strengths of other governance mechanisms. I study the importance of board independence from the viewpoint of an investor by examining the market reaction to board member resignation announcements. I then examine this market reaction in the context of each firm??s existing governance structure and business environment. I find that investors react more negatively when an outside director resigns from the board than when an inside or gray director resigns. More importantly, I find that investor reaction to outside director resignation is less negative when insider or non-affiliated blockholder stock ownership is high. This evidence suggests that board independence and insider ownership and non-affiliated blockholder ownership may serve as substitutes. Furthermore, the evidence indicates that firms may require higher board oversight when a large part of managerial compensation is based on stock incentives. This finding suggests that overly high levels of stock-based managerial compensation may exacerbate agency problems. Taken together, these results have important implications for choosing an effective set of governance mechanisms that may work independently or in combination with each other to mitigate the agency cost of equity.

The role of boards in strategic goal setting and, in particular, the level of board involvement in strategic goal setting has not been extensively researched, primarily because of the difficulty of gaining access to empirical data. Therefore, boards of directors of companies listed on the Alternative Exchange (AltX) of the Johannesburg Stock Exchange (JSE) were targeted for this research by means of a survey questionnaire administered via email. The aim of the research was firstly to understand the level of board involvement in strategic goal setting, secondly to establish the common strategic goals set by AltX companies and how often these goals are reviewed, thirdly to determine whether there is a relationship between independent variables such as organisational size, board size and number of non-executive directors and the level of board involvement, and finally to determine whether the level of board involvement varies between executive and non-executive directors. The research found that the level of board involvement was at mid-level being ‘sometimes involved’ while the board’s involvement is significantly lower in strategic goal formation processes. The most common goal was found to be EBITDA (earnings before interest, taxes, depreciation and amortisation) with Cost being the strategic goal most frequently reviewed. No statistically significant correlation was established between the independent variables and the level of board involvement in strategic goal setting. Finally, non-executive directors prefer to take on more of an ‘agency’ role by not becoming involved in ‘prescribing’ strategy. / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

Whilst extensive research has been done on the association between corporate governance and firm performance, the empirical evidence is inconclusive. This thesis argues that the failure of past studies to establish a positive association between corporate governance and performance might be caused by the use of conservative accounting in firms. If firms with stronger corporate governance adopt more conservative accounting procedures, then tests of the relationship between corporate governance characteristics and performance will be biased downwards. If market participants fail to recognise a link between conservative accounting and corporate governance, then firms with stronger corporate governance might also be systematically undervalued. Therefore, studying the relationship between selected corporate governance attributes and the extent of conservative accounting does more than just extend our understanding of the link between governance characteristics and accounting quality. It also provides useful insights for interpreting the existing literature on the association between corporate governance and performance. In this thesis, detailed investigation is undertaken of the link between several governance characteristics (as well as an aggregate index) and the extent of conservatism evident in Australian firms?? financial reporting. Overall, the results provide only weak evidence that firms with certain governance characteristics report more conservatively. Evidence of any such link is restricted to measures of board composition and leadership, and even then the results are sensitive to the method used to measure the extent of conservatism in financial reporting. There is no systematic evidence of an association for measures of audit committee composition, nor board size. Finally, there is only weak evidence that use of a Big 5 auditor affects the extent of conservatism and the results are sensitive to the period investigated. These results are all robust to explicitly recognizing possible endogeneity between the extent of conservative accounting and the governance attributes examined. Overall, the results raise important questions about the extent to which widely advocated corporate governance attributes result in accounting outcomes which accelerate the revelation of relatively poor economic news, at least for Australian firms in the years examined (1998 and 2002). However, beyond the immediate relationship examined, the results also suggest that caution is appropriate before dismissing the absence of a link between governance attributes and firm performance as being attributable to accounting conservatism.

Whilst extensive research has been done on the association between corporate governance and firm performance, the empirical evidence is inconclusive. This thesis argues that the failure of past studies to establish a positive association between corporate governance and performance might be caused by the use of conservative accounting in firms. If firms with stronger corporate governance adopt more conservative accounting procedures, then tests of the relationship between corporate governance characteristics and performance will be biased downwards. If market participants fail to recognise a link between conservative accounting and corporate governance, then firms with stronger corporate governance might also be systematically undervalued. Therefore, studying the relationship between selected corporate governance attributes and the extent of conservative accounting does more than just extend our understanding of the link between governance characteristics and accounting quality. It also provides useful insights for interpreting the existing literature on the association between corporate governance and performance. In this thesis, detailed investigation is undertaken of the link between several governance characteristics (as well as an aggregate index) and the extent of conservatism evident in Australian firms?? financial reporting. Overall, the results provide only weak evidence that firms with certain governance characteristics report more conservatively. Evidence of any such link is restricted to measures of board composition and leadership, and even then the results are sensitive to the method used to measure the extent of conservatism in financial reporting. There is no systematic evidence of an association for measures of audit committee composition, nor board size. Finally, there is only weak evidence that use of a Big 5 auditor affects the extent of conservatism and the results are sensitive to the period investigated. These results are all robust to explicitly recognizing possible endogeneity between the extent of conservative accounting and the governance attributes examined. Overall, the results raise important questions about the extent to which widely advocated corporate governance attributes result in accounting outcomes which accelerate the revelation of relatively poor economic news, at least for Australian firms in the years examined (1998 and 2002). However, beyond the immediate relationship examined, the results also suggest that caution is appropriate before dismissing the absence of a link between governance attributes and firm performance as being attributable to accounting conservatism.

Thesis (doctoral)--Universität St. Gallen, 2002.

Remuneration of members of the governing bodies of joint stock companies from a comparative perspective The purpose of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies in comparative perpective. This thesis deals with comparison of Czech and English jurisdiction. The topic is a highly relevant with regard to events of financial crisis 2008. The thesis primarily devotes its attention to the law contained in the Act on Business Corporation however it also takes into account the Commercial Code. Introductory part of the thesis outlines theoretical background of remuneration. It is followed by chapter describing concept of remuneration and introducing specific types of remuneration. Third part analyzes Czech law on remuneration of boards of directors contained in Act on Business Corporations and it is divided according individual titles that give rise to right on remuneration. In the last part of the thesis author describes English company law. Key words: remuneration, board of directors, comparison

Purpose - The purpose of this study is to increase knowledge about the nature of personal connections that board members on top corporate boards in Sweden hold with the contacts that have been of most importance for their board appointment. As a consequence this study explores similarities and differences in career background, skills, expertise and networking structure of women and men on board positions. Method - To fulfill the purpose we conduct an explorative quantitative study of qualitative nature using a survey to gather data. The survey concerns the relationship that is of self-perceived importance for the board member’s board appointment and address their experience and background. The population in our study is limited to board members from corporations that are traded on Nasdaq OMX Stockholm, with a stock market value over 150 million Euros Results – We find that board members hold weak ties with contacts that have played the most important role for their board appointment and both women and men mainly choose men as these contacts. Women on average have a higher educational level than men, while a higher proportion of men come from a professional background as an executive.  Research Limitation - We limit our study to include self-perceived importance of contacts rather than the actual importance. Practical Implications – Our study contribute to the debate of the slow progress of gender equality on corporate boards by acknowledging that the preference among women and men to merely socialize with other men it can be a factor that increases the barriers for women to gain a position in the top corporate boards of Sweden. By acknowledging this underlying preference more board members may actively include women in their network. Additionally, successful board appointments are derived from contacts that are located outside the close personal network. This holds especially true for women who have made it into the boardroom despite the fact that they do not socialize for leisure activities.

In the modern enterprises, the capital structures are made up by the specific or the non-specific populace sources. In the separation of management rights and ownership, their common interests may not be the same, so the agency problems are arising. In recent years, the public has serious doubts about unreasonable compensation of directors with higher ranks. The study samples are companies listed in Taiwan Stock Exchange from 2005 to 2007, but excluding banks and insurance companies. This study investigates the relationship between corporate governance and earnings management. The corporate governance variables include director stock ownership, the pledged share ratio of directors, chairman of the board as general manager, percent of independent directors on the board, the average compensation of directors, foreign investors¡¦ ownership, and institutional ownership in the firm. The empirical results show that chairman of the board as general manager who has significant influence on earnings management in the whole industry, electronic industry, and non-electronic industry; the average compensation of directors with higher ranks have significant influence on earnings management in the whole industry and non-electronic industry. In different industries, some empirical results support the hypotheses while other hypotheses do not hold. Thus, this research study has believed that the interconnection between the corporate governance variables and earning management will be affected by characteristics of certain industries. In addition, this research study has also found that there are no direct relationships between corporate governance and earnings management. Hence, the corporate governance in Taiwan is still considered not long enough and can not become an independent factor to affect earnings management inhibition of behavior. Therefore, certain parts of hypotheses will not establish.

This thesis examines the empirical relationship between a set of board characteristics (i.e. independence, diligence and expertise), audit committee (existence, characteristics and status within the board), and audit fees in a sample of Nasdaq OMX Stockholm-listed companies. The author investigates the relationship using a sample of 187 company-year observations for year 2011. Through multivariate regression analysis, the author found that more independent boards are associated with lower audit fees, while more expert boards and audit committee existence are associated with higher audit fees at the conventional levels. Results as such suggest that board independence, expertise and audit committee existence can influence the demand for audit coverage. Through further analyzing a subsample of 116 companies with audit committees, the author additionally found that more audit committee meetings are associated with higher audit fees, while wholly independent audit committees and an increase in the relative size of audit committee to nomination committee are associated with lower audit fees at the conventional levels. These findings are supportive for the Swedish regulatory requirement of adopting audit committees in the Nasdaq OMX Stockholm-listed companies effective from 2009 and have implications for enhancing board- and audit committee effectiveness in the Swedish listed companies.