The principle of democratic governance is a defining feature of co-operative organizations. Members of the board of directors are the elected representatives of the membership, and as democratic organizations, there is an expectation that co-operatives should have adequate representation of member groups on their boards. However, empirical evidence indicates that many Canadian co-operative boards embody a diversity problem: there is little diversity in board representational characteristics. The main objective of this study is to identify key barriers and facilitators of representational diversity in co-operative leadership structures. To this end, two core research questions are posed. First, how do boards achieve diversity? Second, how do diverse boards maintain their diversity? Board diversity is defined as at least 30 per cent female representation on the board. Factors in four key areas believed to affect board diversity levels are identified: problem recognition; formal diversity policies; proactive recruitment strategies; and responsive governance. For each area, two specific theoretical propositions are posited and examined.<p>Two credit union boards of directors are selected as case studies. The first case is the Surrey Metro Savings Board of Directors between 1995 and 2002, which was homogenous in terms of its demographic composition. The second case is the Coast Capital Savings Board of Directors between 2001 and 2006, which was diverse in terms of its demographic composition. In view of the theoretical propositions that fall under the four main areas of inquiry, each case is examined separately, after which a cross-case analysis is conducted. <p>The case study findings support the view that, to achieve diversity, boards must recognize representational homogeneity as problematic, make diversity a priority issue, and take deliberate action towards increasing their diversity levels. These findings also support the view that, to maintain their diversity, diverse boards must have an inclusive governance approach and provide all board members with meaningful opportunities to participate in decision making processes. This study contributes to a greater understanding of how co-operative organizations can rectify the under representation of key groups within their own organizations and communities, and empower those who typically sit on the margins of economic, social and political power.

Essay 1: To delegate or not to delegate to stock markets: The case of boards with related industry expertise Abstract: I examine the extent to which boards with expertise in related product markets, i.e., downstream (customer) or upstream (supplier) industries, delegate their monitoring and advisory functions to stock markets. Directors from related industries (DRIs) are argued to have greater access to information about the input and output product markets of the firm. This, in turn, is predicted to reduce the reliance on stock-based compensation, a costly mechanism, particularly for firms that depend more on information about product markets and whose stock prices are not very informative about product markets. The evidence documented in this paper is largely consistent with these predictions. A number of additional tests suggest that this evidence is not likely to be explained by the potential conflict of interests between the firm’s stockholders and DRIs. Hence, I conclude that boards with related industry expertise delegate to stock markets to an optimally lesser extent due to their informational advantages. Essay 2: Stock-based CEO compensation following conglomerate acquisitions Abstract: I examine how stock-based incentive compensation for the CEO is designed following corporate acquisitions conditional on the economic nature of the acquisition. Large acquisitions represent significant changes in the economic environment of the firm. Furthermore, these changes are more likely to occur with conglomerate acquisitions. Accordingly, implications of the two mainstream theories of incentive compensation, i.e., efficient contracting theory and agency theory, are tested separately for conglomerate acquisitions. The empirical tests generally show that stock-based compensation is employed more intensely after conglomerate acquisitions than otherwise. Overall, the results documented in this paper seem consistent with the notion that greater economic uncertainties that are likely to follow conglomerate acquisitions induce the board to rely more heavily on stock-based incentives, an external monitoring mechanism.

The principle of democratic governance is a defining feature of co-operative organizations. Members of the board of directors are the elected representatives of the membership, and as democratic organizations, there is an expectation that co-operatives should have adequate representation of member groups on their boards. However, empirical evidence indicates that many Canadian co-operative boards embody a diversity problem: there is little diversity in board representational characteristics. The main objective of this study is to identify key barriers and facilitators of representational diversity in co-operative leadership structures. To this end, two core research questions are posed. First, how do boards achieve diversity? Second, how do diverse boards maintain their diversity? Board diversity is defined as at least 30 per cent female representation on the board. Factors in four key areas believed to affect board diversity levels are identified: problem recognition; formal diversity policies; proactive recruitment strategies; and responsive governance. For each area, two specific theoretical propositions are posited and examined.<p>Two credit union boards of directors are selected as case studies. The first case is the Surrey Metro Savings Board of Directors between 1995 and 2002, which was homogenous in terms of its demographic composition. The second case is the Coast Capital Savings Board of Directors between 2001 and 2006, which was diverse in terms of its demographic composition. In view of the theoretical propositions that fall under the four main areas of inquiry, each case is examined separately, after which a cross-case analysis is conducted. <p>The case study findings support the view that, to achieve diversity, boards must recognize representational homogeneity as problematic, make diversity a priority issue, and take deliberate action towards increasing their diversity levels. These findings also support the view that, to maintain their diversity, diverse boards must have an inclusive governance approach and provide all board members with meaningful opportunities to participate in decision making processes. This study contributes to a greater understanding of how co-operative organizations can rectify the under representation of key groups within their own organizations and communities, and empower those who typically sit on the margins of economic, social and political power.

Banking as a financial institution and a business has gone beyond providing banking servicesand making profits for the proprietors to assume macro positions like involving in activitiesthat propel an entire economy. This has earned the interest of national governments and thesociety as well as the international community as a whole inciting a need for supervision inorder to ensure sustainability.Banks as corporate organizations with the above stipulated stake holders and management arein a constant tog of war with each stakeholder seeking to protect its own kind which hasdegenerated to a vice often known in corporate governance as agency cost or principal-agentconflict. In corporate governance there is a board of directors that is designed to align theshareholders interest and management interest in order to check this agency cost.In our thesis we have expatiated widely on the concept of corporate governance, board ofdirectors and its composition. We have isolated gender diversity, which is one of thecompositions of the board to find out how it contributes to control agency cost by establishingits effect on ROE, which is a firm performance indicator. We introduced control variables tocheck our results.We collected data from the annual reports of Nordea, Swedbank, Handelsbanken and SEB,which are the listed banks in the OMX NASDAQ exchange Stockholm for period 2001 to2010. The board characteristic we used is the proportion of females in the entire board and thefirm performance indicator we chose is ROE. We carried out a longitudinal study for thewhole industry and for individual firms in the industry over the ten-year period.We have variation in the results over the different firms and in the industry but there is nosignificant relationship. We concluded that the proportion of females in the board rooms doesnot necessarily affect firm performance as viewed with the use of ROE but other factorstogether with gender proportion exert a combined effect and these other factors are correlatedand therefore affect the performance of each other either positively or negatively. Thisscenario was therefore not realistic enough to establish a relationship between genderproportion and ROE.

Equality between the sexes has been discussed in Sweden for more than 50 years. In the 60´s and during the 70´s the discourse that dominated the debate was based on the assumption that both men and women needed to liberate themselves from their traditional gender roles. In this approach information and education was perceived as the key to equality. During the 80´s however, power and subordination became the main focal point of concern within this debate, and focus upon changing the patriarchal power structures dominating society were perceived as the principal key for establishing equality between the sexes. Today, the latter discourse still dominates both the scientific and the political perspective upon equality. By examining the debate on equality from two different fields of occupation this paper tries to analyse the fact that the Swedish equality discourse looks very different on male - versus female domination. Although the proportion of male teachers in Swedish preschools is about 3 % and the amount of women serving as public company directors is about 20 %, the current discourse views male dominance within the business sector as problematic, whilst, the dominance of women in the preschool childcare sector as less problematic. In respect of the theory supported by Bourdieu (1999), Hirdman (1990 & 2003) and Foucault (1998 & 2002) this paper advocates that the discourse is biased and simplified and that a perspective that only focuses on areas of male domination sets the wrong priorities. With regards to equality ideals prevalent throughout Norway this paper concludes that the Swedish equality discourse needs a broader and more open approach to assure that Swedish institutions promote equality between men and women in the best possible way.

Social capital resources for the firm can be conceptualized as those executive-to-executive connections held by a firm’s top management team, as well as firm-to-firm relationships that exist fairly independently of particular individuals. This type of resource can compose an important portion of any firm’s overall resource portfolio. The potential benefits associated with social capital include enhanced economic exchange opportunities, improved innovation capabilities and increased firm survival rates, among others. This study adds to the literature stream focusing on the positive consequences of social capital by demonstrating the cross-level influence of social capital on the development of reciprocity within a joint venture network. It also highlights the link between social capital resources and the quality of knowledge available to a firm via its joint venture partnerships. More importantly, though, we specifically investigate the conditions under which a firm’s social capital (firm-to-firm relationships or the social capital held by key executives) can contribute to undesirable firm-level behaviors. One often mentioned, yet rarely explored dimension of social capital is the phenomenon frequently called the ‘dark side’ of social capital. This dark side of social capital is argued to exist whenever the behavioral expectations accompanying social capital limit contribute to undesirable outcomes for the firm. Several hypotheses are tested in the context of joint ventures among S&P 500 firms. The likelihood of a firm having legal action taken against it by federal regulatory agencies or other firms is demonstrated herein to be related to the number and strength of social capital relationships. In general this research supports the view that having a large number of weak ties is beneficial for firms. More specifically, we found that in the wake of the passage of the Sarbanes-Oxley Act of 2002, an inverse relationship exists between the likelihood of firms engaging in the undesirable behaviors investigated and the number of Boards of Directors on which the firms’ respective executives held seats. Conversely, firms were more likely to engage in these undesirable behaviors whenever the firm-to-firm ties within their network of joint ventures were strongest. Furthermore, executive discretion was highly related to the likelihood of firms engaging in undesirable behaviors.

<p>Background:</p><p>Family-business is considered to be the most frequent and complex form of business</p><p>organization around the world. However, recently there has been a large number of</p><p>corporate scandals in such firms especially at the board level (e.g. Parmalat). Within the</p><p>framework of two corporate governance models characterized by the Continental European</p><p>and the Anglo-Saxon model, boards of directors hold a central position. This position</p><p>becomes of great importance when talking about public companies and more specifically in</p><p>public family-controlled companies. The concentration of ownership is the main</p><p>characteristic of the Continental European, which is the most workable form of corporate</p><p>governance for family-controlled business. Nevertheless, family-controlled companies acting</p><p>under the Anglo-Saxon model have also been able to operate successfully. Therefore, we</p><p>will investigate if there is a convergence of corporate governance in family-controlled</p><p>companies across frontiers focusing mainly on boards’ structures and composition as well as</p><p>ownership, and the sub-committees.</p><p>Purpose:</p><p>The overall purpose of this thesis is to contribute to the understanding of Corporate</p><p>Governance in public Family-controlled firms which are in the Swedish and United</p><p>Kingdom stock market. More specifically, investigate whether the boards’ structures and</p><p>composition, as well as ownership and the existence of sub-committees show similarities or</p><p>not in Family-controlled firms acting within the framework of an Anglo-Saxon and</p><p>Continental model of Corporate Governance</p><p>Method:</p><p>A quantitative approach was used to fulfill the purpose of this thesis. Furthermore, the top</p><p>10 family-controlled companies with highest market-capitalization have been selected from</p><p>both countries to constitute our sample. The empirical material was gathered mainly from</p><p>the annual reports of the companies but also by contacting the companies by email or from</p><p>articles in online newspapers.</p><p>Conclusion:</p><p>This study found that in some aspects of corporate governance convergence exists while in</p><p>others it does not. Regarding board structures and composition, there is a convergence to</p><p>“one tier board” and the presence of family members and employee representation in boards.</p><p>On the other hand, when it comes to the sizes of the boards and number of independent</p><p>directors in the boards we argue that convergence is not present.</p>

<p>Background: During the past ten years an increasing trend of international representation in Swedish boards, referred to as board internationalization, has occured. Figures show that in 1994 foreign board members held 3,4% (Sundin & Sundqvist, 1995) of the seats in Swedish companies boards, today that figure is 14,2% (Fristedt & Sundqvist, 2005). This trend seems to continue as the nominations of this year is streaming in. Although this trend occurs Swedish business press is questioning why not more foreign directors are being appointed members to board (Almgren, 2006). Fahim (2005) also questions this and argues that companies need to realise that there is a profitability perspective on the subject of diversity. In many of the large Swedish companies the absence of foreign directors is noticed, but there is a few in the forefront which have appointed foreign directors. The reasons for internationalizing a board can be different and it interesting to investigate how forefront companies discuss internationalization in general and which reasons in particular that drives board internationalization.</p><p>Purpose: The thesis' purpose is to investigate the main rational for board internationalization.</p><p>Frame of reference: In the frame of reference, four possible influences on the internationalization of the board is presented, in order to be discussed and compared to the empirical findings; corporate governance, ownership structure, stakeholder pressure, and competitive advantage.</p><p>Method: In order to fulfill the purpose, a qualitative research method is chosen, based on in-depth interviews. The sample consists of ten interviews with chairmen of Swedish boards within companies that are represented by at least one foreign board member.</p><p>Conclusion: We have concluded that the main rational of board internationalization is the search for competitive advantage, which is believed to be created by a board with diverse competences and networks. Regarding ownership structure, foreign private owners are the only ones that are influencing the internationalization. Both the corporate governance development and the stakeholder pressure are identified in the empirical findings, but not believed to be an influence of internationalization.</p>

Univ., Diplomarbeit--Bielefeld, 2006.

This dissertation includes two related chapters that investigate corporate governance. In the first chapter, we examine the effectiveness of board monitoring on CEOs. It is widely believed that outsider boards are better monitors. In fact, regulations now require that the board of directors of publicly traded firms be composed of a majority of independent directors (or outsiders). However, this paper documents that an insider-dominated board can monitor the CEO just as well as an outsider board can when the firm's CEO is hired from outside. The results suggest that what matters is not so much as the structure of the board, but the "independence" between the board and the CEO it monitors. Specifically, we find that insider boards monitor more of their firms' CEOs if the CEO is hired from outside than from within. In addition, outsider boards monitor both inside and outside CEOs the same way. We also find little difference between insider and outsider boards when they monitor outside CEOs. The main contribution of this paper is to show that an insider board can be an effective monitor as long as it is independent of the CEO. In other words, what is important is board independence, not board structure per se. In chapter two, we examine the relation between the change in a firm's value and its CEO selection sources: internal promotion versus external hire in both high and low product competition environments. Our results show that firms will be better off hiring an outside CEO (external hire) when the firms operate in a low product competition industry. Specifically, the evidence shows that hiring an outside CEO for a firm in a low product competition industry will increase the firm's value by about 3% for the entire tenure of the CEO. The main contribution of this paper is to show that product market competition is an important factor in CEO selection.