Problemdiskussion: Mångtalet forskare har argumenterat för behovet av kreativitet i dagens problematiska organisationsklimat och med detta som grund har forskningen om kreativitet fått stor uppmärksamhet och utvecklats i nära alla tänkbara riktningar. Trots detta finns det ett område som fortfarande är mycket outforskat, nämligen det om kreativitet och styrelser. Då samband påvisats mellan styrelser och, de till kreativitet nära besläktade områdena, innovation samt intraprenörskap uppskattar vi emellertid att styrelsen har en betydelsefull roll också i skapandet av kreativitet. Syfte: Vårt syfte är att skapa förståelse för styrelsens roll i skapandet av kreativitet i den enskilda organisationen. Metod: Studien bygger på en flerfallsdesign och är genomförd med en kvalitativ forskningsstrategi och en abduktiv forskningsansats. Som undersökningsmetod användes kvalitativa intervjuer av semi-strukturerad karaktär. Slutsats: För båda fallföretag tolkar vi att styrelsen spelar en betydelsefull och främjande roll i den kreativitetskapande processen i den enskilda organisationen. Den av styrelsens formulerade roller som är av störst vikt i denna process hör vidare till området för strategi. / Problematization: Due to the challenging environment organizations face today, the need for creativity has been raised by numerous researchers and thus the research of creativity has been developed in nearly all possible directions. In spite of this there is still one area that is critically unexplored, namely that of creativity and board of directors. Since connections have been found between boards, innovation and intrapreneurship, areas that are closely related to creativity, we however estimate that boards play an important role in the creativity making process as well. Purpose: The purpose of this study is to create understanding of the board’s role in the creativity making process of the individual firm. Method: Based on case studies from two organizations, the study is conducted with a qualitative research strategy and an abductive research approach. Qualitative interviews of semi-structured nature were used in order to gather empirical information. Conclusion: According to our interpretation the board plays a significant and stimulating role in the creativity making process of both individual firms. Furthermore the board function that is of highest importance in this process belongs to the field of strategy.

The purpose of this research was to explore the relationship between diversity within the boards of directors of American companies and firm financial growth. Specifically, this study sought to determine the question of whether a relationship exists between medium-term growth in a firm’s accounting returns and the inclusion of a) minority women, b) ethnic minorities, or c) women on its board of directors. The supporting analysis for this inquiry included an in-depth examination of the five-year growth rates in ROE, ROA, and profit margins of 439 companies between 2011 and 2015. These companies operate across eight industry groups and are listed either on the New York Stock Exchange or the NASDAQ stock index. Results of the statistical analyses show significant increases in financial growth for companies with gender- and ethnically-diverse boards (when compared to boards consisting solely of white men). However, based on effect sizes, the most significant increases were found in the profit margins of companies with minority directors.

Primary and secondary liability of members of the Board of Directors against third persons The aim of my thesis is to analyse thoroughly the regulation of primary and secondary liability of members of the Board of Directors against third persons (so-called 'outside liability') under the laws of the Czech Republic. The reason for choosing this topic is that it is relatively overlooked by most of the authors since they primarily focus on liability of the Directors against their own company (so-called 'inside liability'). By conducting my research I intend to redress such an omission and prove the significance of this issue. Chapter one provides a general overview of the inside liability issue. It explains why the Directors are in discharging their duties primarily accountable to the company for the damage caused by a breach of their duties and why third persons are entitled to claim damages from the Directors only in cases laid down in special statutory provisions. Chapter two together with chapter three form a substantial part of the text and provide the basis for the analysis in the subsequent chapters. Examining the currently effective regulation, these chapters deal with special provisions which constitute direct liability of the Directors for the damage caused to the third persons (most...

1 Abstract Remuneration of members of the governing bodies of joint stock companies The goal of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies. The topic is a timely one, since high bonuses were one of the causes of the financial crisis. The thesis primarily devotes its attention to the law contained in the Commercial Code. The amendments to the Act on Business on the Capital Market are also mentioned. The recommendations of the European Commission and Directive of the European Parliament and Council are then subjected to analysis. Basic issues are addressed in the introduction to the thesis. The governing body of a joint stock company is the Board of Directors and deciding on its remuneration falls within the competence of the General Meeting. Frequently members of the Board of Directors also hold concurrent office in the company as employees. The difference between claimable and non-claimable bonuses and fixed and variable bonuses is explained. A member of the Board of Directors is in principle entitled to at least the usual bonus for performing his or her office according to the average use of the mandate contract. If the parties so agree or the law so stipulates, performance of the office is not paid. The actual declaration of the...

IN ENGLISH: This thesis is focused on the monistic structure of joint-stock companies. The aim of the thesis is to analyse board structures in selected countries, subsequently to identify the features which are typical for a monistic governance structure and, finally, to compare these findings with statutory provisions in the Act on Commercial Corporations. The thesis is divided into seven separate chapters. Chapter One is subdivided into two parts. Part One is an introduction to the topic and attempts to define the term corporate governance. Part Two explains the importance of internal company structure for corporate governance. Chapter Two analyses board structures in Great Britain, the United States, France, Italy, Switzerland, the Netherlands, in the Czech version of Societas Europaea and also, for the purpose of comparison, the typical dualistic internal corporate structure known from Germany. The subjects of the analysis are the relevant statutory provisions on the one hand, and the functioning of governance structures in practice on the other hand. Chapter Three identifies features which are typical for monistic company structure, particularly the existence of a single board of directors which performs a strategy-setting function as well as supervision of management. Chapter Four discusses...

Board involvement in Information Technology (IT) governance and the antecedents and consequences of such involvement are examined from both a theoretical and practical perspective. Practitioner and academic IT governance literature highlight the need for increased board involvement in IT governance; however, it seems that many corporate boards do not practice a formalized style of IT governance, while those that do, face significant challenges. A gap clearly is seen as in spite of the potential benefits of board IT governance and the costs of ineffective oversight, there has been little field-based research in this area, nor adequate application of theory. This research addresses this gap by developing and testing an exploratory multi-theoretic framework of board IT governance. Drawing upon strategic choice and institutional theories, and Ashby’s Law of Requisite Variety, a model of the antecedents (organization factors and board attributes) of board IT governance and its consequences (financial performance and operational performance) is both developed and tested. Unlike previous studies, board IT governance is designated as a central construct in this model rather than a secondary factor. Constructs of board IT governance and IT competency are explored and multi-item measures for both constructs are developed. Board IT governance is conceptualized as the extent of offensive and defensive board oversight activities, while IT competency is conceptualized as the extent of IT expertise (IT knowledge, experience and training) and IT governance mechanisms (structures, processes and relational mechanisms). Detailed interviews with board members enabled a preliminary examination of the theoretical framework. To further test the propositions in the theoretical framework and to validate the measures for the board IT governance and IT competency constructs, an online survey was administered to corporate directors across Canada. Exploratory Factor Analysis and Ordinary Least Squares multiple regression were used to analyze responses from 188 directors. The board IT governance and IT competency constructs were well supported by the data. In addition, the results show that the organizational factors explain 28% of the variance in board IT governance, and that board attributes explain 39% more of the variance, for a total explained variance in board IT governance of approximately 68%. The results also show that board IT governance has a positive impact on operational performance, explaining 19% of the variance in operational performance. However, the proposed impact of board IT governance on financial performance, and the impacts of ‘fit’ between role of IT and board IT governance approach on financial and operational performance were not supported by the survey results. Overall, this research makes a theoretical contribution by: focusing on the board’s role in IT governance; developing a multi-theoretical model of the antecedents and consequences of board IT governance; developing measures of board IT governance and board IT competency, and; empirically assessing the antecedents and consequences of board IT governance.

Board involvement in Information Technology (IT) governance and the antecedents and consequences of such involvement are examined from both a theoretical and practical perspective. Practitioner and academic IT governance literature highlight the need for increased board involvement in IT governance; however, it seems that many corporate boards do not practice a formalized style of IT governance, while those that do, face significant challenges. A gap clearly is seen as in spite of the potential benefits of board IT governance and the costs of ineffective oversight, there has been little field-based research in this area, nor adequate application of theory. This research addresses this gap by developing and testing an exploratory multi-theoretic framework of board IT governance. Drawing upon strategic choice and institutional theories, and Ashby’s Law of Requisite Variety, a model of the antecedents (organization factors and board attributes) of board IT governance and its consequences (financial performance and operational performance) is both developed and tested. Unlike previous studies, board IT governance is designated as a central construct in this model rather than a secondary factor. Constructs of board IT governance and IT competency are explored and multi-item measures for both constructs are developed. Board IT governance is conceptualized as the extent of offensive and defensive board oversight activities, while IT competency is conceptualized as the extent of IT expertise (IT knowledge, experience and training) and IT governance mechanisms (structures, processes and relational mechanisms). Detailed interviews with board members enabled a preliminary examination of the theoretical framework. To further test the propositions in the theoretical framework and to validate the measures for the board IT governance and IT competency constructs, an online survey was administered to corporate directors across Canada. Exploratory Factor Analysis and Ordinary Least Squares multiple regression were used to analyze responses from 188 directors. The board IT governance and IT competency constructs were well supported by the data. In addition, the results show that the organizational factors explain 28% of the variance in board IT governance, and that board attributes explain 39% more of the variance, for a total explained variance in board IT governance of approximately 68%. The results also show that board IT governance has a positive impact on operational performance, explaining 19% of the variance in operational performance. However, the proposed impact of board IT governance on financial performance, and the impacts of ‘fit’ between role of IT and board IT governance approach on financial and operational performance were not supported by the survey results. Overall, this research makes a theoretical contribution by: focusing on the board’s role in IT governance; developing a multi-theoretical model of the antecedents and consequences of board IT governance; developing measures of board IT governance and board IT competency, and; empirically assessing the antecedents and consequences of board IT governance.

Investment, financing and dividend policies are critical for firms. The natures of these three policies may be significantly influenced by bankers on the board. Previous studies have examined the relationship between financing policy and bankers on the board. However, the influence of bankers on the board on corporate investment and dividend policies remains unexamined. Therefore, this paper tries to shed further light on whether bankers on the board affect corporate investment-cash flow sensitivity and dividend policy. This study collects data from Taiwan publicly traded corporations that have banker directors between 2003 and 2007, together with a matching sample consisting of firms without banker directors. Variables used to construct empirical analyses are from the Taiwan Economic Journal (TEJ) database. The results show that the presence of bankers appointed to corporate directors and the percentage of banker directors positively affect the firm¡¦s investment-cash flow sensitivity positively. This study also finds a negative relationship between the presence of banker directors and the likelihood of dividend payment. The percentage of banker directors has negative impacts on the likelihood of dividend payment and corporate dividend payout ratio.

Current research in corporate governance focuses primarily upon minimization of agency costs in the shareholder-management relationship. In this dissertation, I examine a complimentary perspective based upon stewardship theory. The model developed herein leverages past research on socioemotional wealth to identify CEO attributes associated with stewardship behavior. I examine whether these attributes lead to positive firm performance. Moreover, I examine how family ownership and board of director characteristics influences the CEO stewardship – firm performance relationship. A 3-year unbalanced panel dataset using 268 S&P 1500 firms is analyzed using generalized least squares regression. All covariates lag the dependent variable by 1-year; constructs are included to control for popular agency prescriptions used to monitor, control, and incentivize executives. I find no relationship between the hypothesized constructs related to CEO stewardship (board memberships, organizational identity, and board tenure) and firm performance (Tobin’s Q). However, results reveal family ownership positively moderates the relationship between the quantity of CEO board memberships and firm performance. Additionally, the presence of affiliated directors and community influential directors positively moderates the CEO board memberships-firm performance relationship. The presence of community influential directors also positively moderates the relationship between CEO organizational identity and firm performance. Results from this dissertation provide moderate support for stewardship theory as a compliment to agency theory in corporate governance literature. There is evidence that family ownership and board of director attributes strengthen the relationship between those CEO stewardship constructs and firm performance. However, lack of a direct relationship between the CEO stewardship constructs and firm performance suggest a need more fine-grained constructs that measure stewardship. A substantial amount of research exists in corporate governance using the principal-agent model. The research herein extends this research by using stewardship theory to compliment the dominant agency model. I hope this research encourages scholars to take an integrative approach by (1) taking a renewed look at alternate theories of corporate governance such as stewardship theory, and (2) continue work that focuses upon firm performance maximization through CEO stewardship as well as agency loss mitigation through monitoring and control of the CEO.

This paper tests the relationship between ownership/leadership structures and stock returns for firms listed in Taiwan. A ¡§Governance Index¡¨ is built based on four different aspects of the company¡¦s governance structure: 1.) CEO duality, 2.) Size of the board of directors, 3.) Managements¡¦ shareholdings and 4.) Block shareholders¡¦ holding. This index is used as a proxy measure of the effectiveness of corporate governance mechanism. I show that firms identified by the governance index as under sounding governance outperform those under poor governance. The results indicate that the corporate governance index built in this study is a valid measure in evaluating the effectiveness of corporate governance of firms in Taiwan. I demonstrate one additional application of the governance index constructed in this dissertation by showing that firms (identified by the governance index) with strong corporate governance mechanism effectively constrain the propensity of managers to engage in earnings management and improve the quality of reported earnings. Corporate governance is an effective monitoring device of the quality of financial reporting. Firms with poor governance structure are more likely to avoid reporting small losses by reporting small positive earnings. Furthermore, the magnitude of abnormal accruals is significantly related to governance level. Firms with weak corporate governance structures are more likely to use discretionary accruals to raise reported earnings.