This dissertation examines the impact of board of director characteristics and policies on nonprofit performance. Using data collected through a survey of nonprofit colleges and universities, I provide evidence that specific board member characteristics and board monitoring policies are vital in shaping both the financial and nonfinancial success of nonprofit institutions of higher education. Related to board characteristics, results indicate that bigger boards with more major donors are consistently associated with better performing organizations, confirming my board contribution hypothesis. These results are in addition to noteworthy relationships between nonprofit success and the number of meetings held by an organization as well as the impact of recruiting board members who serve on other nonprofit boards. In terms of board monitoring, findings confirm regulatory and advisory recommendations that the use of a conflict of interest policy, disclosure of business relationships, nominating and compensation committees are important aspects of board development in addition to longer board terms. These relationships confirm all three monitoring hypotheses, suggesting that board disclosures, organization, and independence all have an important impact on success when it is measured as organizational efficiency, one of the most studied and relied upon measures of performance in the nonprofit sector. This work makes important, initial forays into the relationships between board of director qualities and nonprofit performance. Although limited by the relatively small sample of colleges and universities, given the lack of public data available related to nonprofit boards, this study is unique in the ability to analyze nonprofit boards with both financial and nonfinancial performance measures. / Business Administration/Accounting

no / This article observes separately and jointly the impact of international financial reporting standards (IFRS) and/or board of directors’ independence on accounting conservatism in FTSE 100 nonfinancial firms between 2002 and 2007. Using Givoly and Hayn’s (2000) accrual-based measure of accounting conservatism, we found a reduction in conservatism after the mandatory adoption of IFRS, and, also, that board of directors’ independence improved accounting conservatism. Moreover, IFRS and board of directors’ independence had a complementary impact on accounting conservatism since the role of independent directors was not observable prior to the mandatory adoption of IFRS. Our results suggest that, after the mandatory adoption of IFRS, independent directors are likely to put significantly more pressure on the management to practice more accounting conservatism.

Yes / The attraction of blue-chip listings in emerging stock markets is a major policy initiative common across much of the developing world. In many cases however, local blue-chip firms are the result of foreign Multinational Enterprise (MNE) firms engaging with local indigenous partners to form an international joint venture (IJV). These are unique with bilateral governance structures underscoring co-ownership between partners of residual cash flows and assets of the IJV. Using a unique and comprehensive sample of 202 IPO firms from across the emerging African region evidence of both a pronounced internal as well as external role for IJV boards was found. Social and political legitimacy concerns dominate the external role of boards in particular. Increasing proportions of boards drawn from commercial and governmental social elites are associated with IJV IPO firms in high institutional quality while lower proportions of these elites are associated with civil code law jurisdictions rather than common law. Governmental elites are associated with country-level improvements in corruption control and political stability while commercial elites are only marginally associated with improvements in political stability, regulatory quality, rule of law and democratic voice and accountability measures.

The purpose of this dissertation is to introduce and empirically test a new theoretical perspective for assessing board effectiveness. Although the ability-motivation models provide a fruitful foundation in developing the characteristics that influence directors' job effectiveness, there are limitations this these models. First, the directors' ability and motivation dimensions are not clear, as existing conceptualizations are fungible and provide little clarity for theoretical and empirical research. Second, the ability-motivation models overlook several characteristics that are known to influence job performance but do not fit within the current dimensions. Finally, the current studies implicitly assume that all directors on the board have the same opportunity to monitor and advise in every domain. Therefore, I integrate the corporate governance literature on board effectiveness and the social psychology literature on job performance and propose that boards' effectiveness is a function of individual directors' capacity, engagement, and opportunity. This dissertation offers several contributions. First, I propose a theoretical model that illuminates and extends the core dimensions (i.e., capacity, engagement, and opportunity) of directors' effectiveness. The core dimensions of the model in my dissertation provide a much-needed conceptual clarity and coherence to the constructs that influence directors' effectiveness, which supports the development of stronger theory of directors' effectiveness. Second, by exploring the role of opportunity, I challenge one major assumption of the corporate governance field that all directors on the board have the same responsibility to monitor and advise in all domains. Third, the dissertation begins to shed light to the 'black box' of boards of directors by exploring how boards might enable directors to exert their full potential regarding their board functions. / Doctor of Philosophy / Board of directors are considered by practitioners as one of the most important corporate governance mechanisms to monitor and advise the CEO and other executives of the firm. Nonetheless, boards often fail in fulfilling these roles. This is exemplified by the constant news regarding organization misconduct and strategic failures. Therefore, the question of when and how directors can effectively perform their board's duties remain answered. In my dissertation I propose that directors must have high levels of capacity, engagement, and opportunity at the same time in order to monitor and advise effectively. Specifically, I emphasize the importance of appropriately matching directors to a position in which they can leverage their capacity and engagement. Boards are pressured to constantly evaluate their capabilities; thus, boards might use the insights of this study to appropriately evaluate and adjust the responsibilities of their directors. Furthermore, investors might use our proposed model to externally evaluate if the boards of the firms in which they are investing are structured in a way that they can mitigate misconduct which could greatly impact their investment outcome. Finally, policy makers can rely on these criteria (capacity-engagement-opportunity) to create board regulations to improve monitoring effectiveness.

Boards of directors of corporations have been criticized for failing to effectively perform their roles of ratifying and monitoring managerial decisions, retaining and terminating top management, and evaluating and rewarding executive performance. critics have suggested that increasing the proportion of outside directors on the board increases independence and improves board effectiveness. Research has provided evidence that the composition of the board affects firm performance, the likelihood of chief executive turnover, and the monitoring of important decisions such as the adoption of poison pills and acquisitions. In this study, the effect of the composition of the board on the relationship between executive compensation and firm performance is investigated. The effect of board composition on the types of performance measures, accounting and stock return, used in the pay-performance relationship is also examined. Data were gathered from publicly available sources, including Forbes compensation surveys, firms’ proxy statements, and COMPUSTAT and CRSP tapes. These data were then statistically analyzed using a regression model with indicator variables for outsider-dominated boards. The types of performance measures, accounting and stock return, were then compared to test whether their usage in the pay-performance relationship differs between outsider-dominated and insider-dominated boards. The results of this study indicate that the association between compensation and stock return measures of performance is stronger when the board is composed of a majority of outside directors. There is no evidence, however, of a stronger association between compensation and accounting measures of performance for outsider-dominated boards. The results also reveal that outsider-dominated boards use both accounting and stock return measures of performance in the pay-performance relationship whereas insiders focus on accounting measures. These results imply that outside directors act in the interests of shareholders by linking compensation to stock return measures as well as accounting measures of performance. These findings are consistent with the conclusions of other board composition studies that outside directors play an important role in the corporate governance process. / Ph. D.

Zugl.: Köln, Univ., Diss., 2009

BOARD OF DIRECTORS OF THE JOINT-STOCK COMPANY AND STATUS OF ITS MEMBERS The goal of my study is to analyse the joint-stock company, in particular the board of directors and their main duties and responsibilities. The reason for my research is my interest in company law and engaging topics related to the joint-stock company I have questioned while studying the matter. The thesis is composed of six chapters, each of them dealing with different aspects of a board of directors of joint-stock company. Chapter One is introductory and defines theoretical grounds. The chapter is subdivided into two parts. The first part outlines basic terminology used in the paper and explains the organisational structure of a joint-stock company. The second part deals with statutory models of a joint-stock company. Chapter Two describes the historical evolution of the joint-stock company. Primarily, it explains the predecessors of the joint-stock company followed by origins and development of current legal forms of joint-stock companies. Chapter Three is subdivided into three parts and focuses on legal aspects of dualistic and monistic model of governance. Part One examines the dualistic type, part Two the monistic and the last part reviews European Company. Chapter Four illustrates problems resulting from competency of...

Research report presented to SBL, Unisa, Midrand. / The purpose of this research is to investigate the impact of employees’ perceptions on the effectiveness of the board in the public sector. The units of analysis relevant to this research were the board of directors and the employees in the public sector. Thus, two questionnaires were designed: one for the board members, and the other for employees. The questionnaires were designed around various themes aimed at establishing the following: whether employees in the Public Sector perceive their Board of Directors to be effective, whether the Board of Directors in the Public Sector believe that their effectiveness is impacted by employee perceptions, and to determine what factors need to be in place to promote a positive relationship between employee perceptions and board effectiveness. The survey confirmed that the board members do believe that they are effective in the execution of their functions. The employees do agree that the board plays an important role in organisations, that organisations will be impacted negatively without the direction of the board, and that the board is conducting its roles and responsibilities as effectively as possible. In terms of whether the board of directors in the public sector believe that their effectiveness is impacted by the employees’ perceptions, the results from both the employees and members of the board were inclined towards ‘agree’ on the Likert scale. The survey also revealed that the prevalence of other factors in the organisation, (Transparency and Accountability, Communication, Stakeholder Relations Strategy, Board’s high Ethical Standard, Speedily Resolution of Labour disputes, Commitment to employee development, and Consistency in policy implementation), will have a high impact in their organisations, particularly in promoting a positive relationship between employee perceptions and board effectiveness.

Motivation: In the Sub-Saharan Africa countries there are several factors contributing to the collapse of firms. Most firms have failed due to poor corporate governance practices. The recent collapse of some firms in the financial and non-financial sectors in the Sub-region shows that there are challenges hindering effective corporate governance of firms in the Subregion. Consequently, this study uses empirical evidence to identify views about the important components of good corporate governance practice for listed firms: institutional characteristics; the board of directors; and the effects of external factors. Research question: The pertinent research question that this study addresses is the identification of the components that are essential for good corporate governance of firms in the Sub-region. This study tries to prioritise the components. Methodology: Data were collected by questionnaire administered to stakeholders of corporate governance of listed firms in Ghana, Nigeria and South Africa. Regression is used to estimate the relationship between institutional characteristic, responsibilities of the board of directors and external factors on corporate governance system. Main findings: 1. Enforcement, disclosure, transparency and regulatory frameworks may be necessary to improve corporate governance practice in all the countries in the Sub-region (SSAA). 2. There is evidence that commitment of board members to disclosure and communication may provide effective corporate governance practice. 3. Board duality (separation of role between chairman and CEO) is likely to hinder corporate governance practices. 4. We found that in all the countries in the Sub-region accounting system plays a major role to promote sound corporate governance practice. However, the political environment, societal and cultural factor, corruption, and economic factors such as macro-economic policies may hinder corporate governance practices.Policy recommendations: This study recommends that corporate governance stakeholders should adopt a whistle blowing method and also that institutional bodies should be more prudent in monitoring of rules and laws with stringent penalties. In addition, there should be adequate information and disclosure on the rights and obligation of the shareholder of firms in the sub-region region. There is need to increase the number and role of independent directors, increase the use of advisory vote by shareholders on executive compensation and facilitation of shareholders activism. Furthermore, there is a need to have autonomous regulatory bodies and supervisory agencies free from any political/ government interference in the implementation of the Code and Guideline of corporate governance. The regulatory bodies and the supervisory agencies should be manned or be under the leadership of people of goodwill, good character and trust. The Code or Guideline of corporate governance of Sub-Saharan Africa Anglophone countries should take cognisance of and be aligned with socio-cultural environment of the countries in the Sub-region.

Kvinnor har länge varit exkluderade från ledarpositioner, såsom styrelser, men utvecklingen mot en mer jämställd könsfördelning går långsamt framåt. Syftet med uppsatsen är att skapa förståelse för hur kvinnor i styrelser kan bidra till utvecklingen mot en jämnare könsfördelning. Genom att intervjua fem kvinnliga styrelseledamöter har vi fått en inblick i deras upplevelser och erfarenheter av styrelsearbete och könsroller. Kvinnorna i undersökningen har, genom många års styrelsearbete i olika former samt genom gedigna arbetserfarenheter, arbetat sig fram till ledande positioner inom olika branscher och företag. Även om de överlag inte anser sig ha behandlats annorlunda i styrelsen på grund av sitt kön kan vissa av kvinnorna ändå uppleva att de ibland förväntas ansvara för specifika uppgifter just för att de är kvinnor, att de behöver tuffa till sig eller att de måste vara mer pålästa och duktigare än männen. De anser att kvotering kan vara det enda sättet att få jämställda styrelser men understryker att det bör vara kompetensen som avgör vem som får uppdraget. För att lyckas bra som ledamot krävs, enligt respondenterna, en viss baskunskap om ekonomi och ledarskap samt ett visst mått av självsäkerhet och att våga stå för sina åsikter. Kravbilden på styrelsemedlemmar i bolagsstyrelser har ökat under de senaste årtiondena och det krävs att medlemmarna som individer har en hög kompetens och att styrelsen i sin helhet besitter en bred kunskapsbas. Denna utveckling kan ha en positiv effekt på könsfördelningen då det är fler kvinnor än män som har universitetsutbildning och eftersom en mer heterogen grupp ger ett bredare spektrum av kunskaper. Kvinnorna i undersökningen har genom sina positioner bidragit till brytandet av normer och gör det därför lättare för andra kvinnor att följa i deras spår. Det råder ingen brist på kompetenta kvinnor men utmaningen ligger i att kartlägga och synliggöra dessa kvinnor och ge dem samma möjlighet som männen att nå ledande positioner. / Women have long been excluded from leadership positions, such as boards of directors, but the development towards an equal gender distribution is slowly progressing. The purpose of this paper is to create an understanding of how women in boards can contribute to the development of a more equal gender balance. By interviewing five female board members we have gained insights of their experiences of board work and gender roles. The women in our study have, through many years of board work in various forms and through extensive work experience, worked their way towards leading positions in different businesses and companies. Even though they don’t consider themselves being treated differently because of their gender some of the women can still experience expectations to do certain tasks just because they are women, that they need to toughen up or that they have to be better prepared and more capable than the male board members. They consider affirmative action to be the only way to make boards equal, but they emphasize that qualifications should be the determining factor of who gets the assignment. To succeed as a board member a basic knowledge of finances and leadership is required and also a certain degree of self-assurance and the courage to stand up for their opinions, according to the respondents. The requirements of corporate board members have increased in recent decades and it is required that the members, as individuals, have a high level of competence and that the board, as a whole, possesses a broad knowledge base. This development could have a positive effect on the gender balance since there are more women than men with a university education and since a heterogeneous group of people results in a wider range of knowledge. The women in the study have, through their positions, contributed to the breaking of norms and therefore make it easier for other women to follow in their tracks. There is no shortage of qualified women but the challenge is to identify and recognize these women and give them the same opportunity as men to reach senior positions.