This paper examines the moderating effect of national culture on the relationship betweenboard gender diversity and corporate financial performance. To test the hypotheses, FixedEffects regression is used in combination with a sample of 1,499 firms from 23 countries and7,125 firm-year observations over a time frame of seven years. This paper provides evidencefor a significant positive effect of board gender diversity on firm performance if there are atleast three females seated on the board. Furthermore, a significant moderating effect ofnational culture on the relationship between board gender diversity and firm performance hasbeen found.

Monistic structure of joint-stock company This thesis is concerned with monistic structure of joint-stock company in the Czech Republic. It seeks to characterize the legislation relating to this legal institute, which is quite new in the Czech legal system. To be able to evaluate this legislation, the thesis provides the reader with a broader range of information concerning this topic. Therefore, on the basis of these pieces of information, the thesis analyzes the Czech legislation in force that regulates monistic structure of companies. The aim of the text is to provide different views on this issue, various interpretations and proposals on the future development of this legislation. First the thesis gives general information on corporate governance systems, i. e. a monistic structure and a dualistic one, which are subsequently compared. Remaining part of the thesis deals with the structure chosen as a topic for this text. Second part is concerned with regulations of monistic structure in foreign countries and their legal systems. The purpose is to outline basic aspects of traditional monistic structures - monistic structures in countries that have influenced the form of this type of corporate governance system the most. As the monistic system of corporate governance is spread out especially in the...

in English Diversity in Composition of Supervisory Boards This paper focuses on analysing the current situation of composition of board of directors in Europe as well as in the United States with the emphasis on supervisory boards in the dualistic model and the non-executive members of boards in the monistic model. It is aimed on one hand at evaluating the business case for diversity as its proponents including the European Commission and several European governments present it, on the other at judging diversity from the critical point of view of its opponents. Lastly, this paper presents different approaches that may be taken to this topic, i.e. the measures that can be engaged in order to achieve higher diversity. In the beginning I shortly summarise the nature and function of the supervisory board under Czech law as well as the general status of supervisory board or the non-executive part of board of directors in both corporate governance systems. I then scrutinise the approaches to diversity in Europe and the USA and look at the different criteria of diversity considered. The centre of this work comprises of evaluating both the advantages and benefits of diversity on one hand and disadvantages and costs on the other. It is particularly this part of the analysis that is crucial to both...

Definition and basic theoretic information about Corporate Governance of big industry company Description and Analyse of corporate Management, the functions of Top Management Members, their role in relationship to owners / shareholders (describtion of used tools for internal control of government, investment and tools for financial analyses)

The objective of my thesis is description of mutual relations between shareholder's meeting and board of directors of joint-stock company including their activities, rights and obligations. Then I focused on comparison of legislation of commercial code and bill of commercial corporations. In my first chapter, I dealt with characteristics of joint-stock company, its foundation by public offering or without and its formation. Second chapter concerns with legal regulations of General meeting, especially with the emphasis to its convening, composing, running, decision process and scope including rights and obligations of shareholders. Third part is focused on issues related to board of directors, its election, activity, responsibility and liability for damage and also rights and obligations of individual members. Finally in last part, I compared current legislation of commercial code and bill of commercial corporations in matters of shareholder's meeting and board of directors.

No description available.

Earnings management has had consequence in financial disasters, such as Enron, WorldCom and Nortel. More recently, it is alleged in the Lehman bankruptcy, which ushered in a global financial meltdown. Yet despite increased regulation and focus on governance and auditing, researchers find that earnings management remains a common practice. Accounting academics have responded to the earnings management problem by conducting studies using secondary data for governance variables and financial models to measure earnings management indirectly. Meanwhile, governance variables measured with secondary data now show little variability because of improved best practice and regulation, and there is strong evidence that the agency causal model and the earnings management measures are seriously flawed. This study uses a mixed-mode research model based on agency and stewardship theory to explain earnings management, and uses a more direct measure of its occurrence, namely the level of board information asymmetries and board monitoring and control actions, as a proxy for earnings management. Primary data is used to provide direct measures of important governance variables, which produce mixed results relative to earnings management using secondary data. In a survey of 245 Canadian public company directors, this study finds that an independent chair, less busy directors, and a smaller board does reduce earnings management, but that this impact is strongly moderated by the CEO's attributes. A CEO with stewardship attributes reduces earnings management, and a CEO with agency attributes increases earnings management. There also is evidence in the study that agency conflict variables improve governance outcomes, in this case, reducing the level of earnings management, and that board processes around monitoring and control actions could be a problem.

Este trabalho tem como objetivo testar quais são as características dos Conselhos de Administração de 20 bancos, com capital aberto, no Brasil, no período compreendido entre os anos de 2007 a 2013, bem como detectar a influência das mesmas sobre a Rentabilidade do Ativo (ROA), Rentabilidade do Patrimônio Líquido (ROE) e a Razão Valor de Mercado (RVM). Para alcançar esses objetivos foram levantadas características relevantes que envolvem os Conselhos de Administração (CA) dos bancos, apoiando-se nas recomendações do Comitê de Basileia sobre o que se exige da estrutura desses Conselhos como instrumento de governança. Além das instruções do Comitê, outros artigos científicos, envolvendo dados dos CA e sua provável influência sobre a rentabilidade, foram referenciados. Após o levantamento das variáveis do CA utilizou-se uma análise de regressão múltipla para avaliar se as mesmas influenciam ou não e, em que dimensão elas interferem na rentabilidade dos bancos. Os resultados foram divididos em duas partes: a primeira levou em conta a alavancagem de controle do maior acionista de cada banco no período estudado e, a segunda considerou como uma das variáveis independentes a alavancagem de controle dos três maiores acionistas, entre os anos de 2007 a 2013. Através do resultado estatístico de uma análise quantitativa constatou-se que as características do CA influenciam, em intensidades diferentes, o ROA, ROE e o RVM. Quanto ao ROE e ao ROA, os menores níveis de Governança Corporativa (GC) demonstraram influências negativas para os dois tipos de controle, enquanto que o maior nível, o 3, mostrou influenciar positivamente o resultado. O número de componentes do CA refletiu, positivamente, sobre a rentabilidade. Porém, um aumento ocasionaria um decréscimo na mesma. As variáveis de controle influenciaram em pelo menos uma das variáveis dependentes. O estudo estatístico apresentou um importante resultado sobre a GC em bancos brasileiros. Esse aspecto pode servir de suporte ao investidor em sua tomada de decisão, pois evidencia que as variáveis abordadas devem ser consideradas quando forem verificados os retornos. / This study aims to test some characteristics of the Board of Directors of 20 publicly traded banks in Brazil in the period of 2007 to 2013, to determine whether these influence the Return on Assets (ROA), Return on Equity (ROE) and market value ratio (MVR).To achieve these goals, some relevant features that involve the Board of Directors (BoD) of banks were prospected, based on recommendations of the Basel Committee about the demands on the structure of these councils as instruments of governance. Scientific articles involving characteristics of the BoD and the possible influence on profitability were also considered. Once the BoD variables are set up, a multiple regression analysis was applied to assess whether, and how, the characteristics of the BoD influence the profitability of banks. The tests were divided into two parts: the first considering the leverage control of the largest shareholder of each bank, in every year; and the second had as one of the independent variables to leverage control of the three largest shareholders in the same period. Through the statistical results of a quantitative analysis, it was observed that the characteristics of the BoD influence, at different intensities, ROA, ROE and MV. In consideration of ROE and ROA, lower levels of Corporate Governance (CG) showed negative influences for both types of control, while the higher level, 3, resulted positive influence in the result. The number of members of the CA correlated positively with profitability. The control variables influenced on at least one of the dependent variables. Through this study, a significant statistical result is presented about GC in Brazilian banks. This may support the investor in his decision-making, highlighting that these variables must be considered when returns are checked.

Magister Legum - LLM / This research paper has examined whether and to what extent current legislation must be amended to make provision for the evolving role of the company secretary. The significance of the problem will be discussed by considering the definition of corporate governance and what it seeks to achieve. Why companies experience corporate governance failures, despite certain companies being considered examples of good corporate governance, will also be discussed. The research will also show that corporate governance failures have resulted in the enactment of legislation, codes of good corporate governance and a focus on the role players involved in corporate governance, particularly the company secretary.

1 One-tier organisational structure of Czech joint-stock companies and British public limited companies Abstract This thesis deals with selected issues of one-tier board structure of a joint-stock company in the Czech and British legislation. The emphasis is placed on the position and regulation of the Board of directors, its members, shareholders, and their mutual relationship. Not only has the present legal regulation been monitored, but also its historical roots, which significantly influenced the evolution of the institute and its present form. The first chapter deals with corporate governance. It includes all aspects and theories, which as a whole have completed the position of a shareholder as well as a joint-stock company itself. Moreover, diffuse and concentrated ownership is explained, as well as separation of ownership of the company from its management, and the related "principal"-"agent" problem. Also, the basic characteristics of Anglo-Saxon and continental approach to the law have been reflected. The second chapter describes and clarifies the essence and the form of one-tier board structure as it is regulated in the UK. A remarkable element of British company law is the extent to which the company's internal affairs are left to its shareholders through the company's articles of association....