This thesis analyses several aspects of institutional investor influence in the corporate governance of UK firms. Chapter 1 introduces the thesis, and Chapter 2 provides a literature survey. The main original empirical research findings are presented in Chapters 3 to 5.Chapter 3 explores the key firm characteristics related to institutional investors. We show that institutional shareholdings, particularly those institutions with a large shareholding, are positively related to the proportion of outside directors on the board; with stock returns and with volatility. Institutional shareholdings are negatively related to the shareholdings of inside directors and firm size. Interestingly institutional shareholdings are positively related to CEO age but negatively related to the number of CEO’s years in office. This seems contradictory but it is consistent with institutional investors wanting experienced CEOs but not those individuals who have become entrenched. None of the measures proxying for the Cadbury recommendations for board structure, such as number or proportion of non-executive directors, CEO duality, or outside chair, has a significant relationship with institutional shareholdings. Chapter 4 analyses the relationship between institutional shareholdings and CEO cash-based remuneration. Uniquely to this field of research we also consider the different elements of remuneration separately to account for the timing differences relating to their award and performance criteria. First, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, does significantly reduce the magnitudes of salary and bonuses but they do not reduce the magnitude of benefits. However, the presence of an institutional investor, regardless of the size of their shareholding, has no relationship with the magnitude of any of the remuneration variables. Second, we find that institutional shareholdings significantly increases the positive relationship between bonus remuneration and firm performance, but that they do not have such a noticeable effect on the relationship between salary and benefits and firm performance. Third, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, reduces the rates of increase in salary, benefits and bonuses. Fourth, we find that the past practice of modelling salary and bonuses together can produce misleading results. We suggest that salary and bonuses should be modelled separately because they are payments for different reasons and relate to different periods of firm performance. Chapter 5 explores the influence that institutional investors have over CEO turnover. We show that the likelihood of a CEO being forced from office is negative and significantly related to firm performance and positive and significantly related to the presence of a large institutional shareholding or high concentration of institutional shareholdings. The findings in this thesis are robust to variations in research design. The conclusions are that the internal control mechanisms do work, that institutional investors are not the ‘passive’ investors often portrayed by some practitioners and early academic research and that institutional investors go to some lengths to ensure that their investee firms are properly governed.

This thesis examines short- and long-term decision making, CEO-remuneration and its effects on company performance measured as return on assets during a time-period containing market up- and downturns with regards to company resilience. We examined this in a Swedish context by looking at listed companies on the Stockholm stock exchange during the period 2004 to 2014. The research was conducted using a multiple regression analysis to capture relationships between the dependent variable, the independent- and control variables over the observed time-period. We measure short-term action as decreases in R&D-spending, CapEx and number of employees, that can create short-term profits, whilst long-term actions is the opposite which are expected to generate a high level of company performance in the long run. In our observed population we find that companies who balance short- and long-term actions have a higher company performance, thus deviating from previous research. We also find that an increase in CEO-remuneration will not yield higher company performance when regarding firm size. The results of the study indicate that the companies in our sample have a goal alignment between the CEO and owners, although it shows tendencies of risk adversity in decision making. We find there is a more complex relationship between decision making, the CEO, and company performance than first expected.

The size of the remuneration paid to CEOs is a continuously debated area in society. In times of inflation, where the real wages are decreasing at the same time as the remuneration to CEOs are increasing, the phenomenon becomes more relevant. Is the remuneration paid to CEOs at a reasonable level? Are they getting paid in accordance with the performance of the company they manage? The purpose of this study is to see if there is a pay-performance relation in the most traded companies in Scandinavia. To fulfill the purpose, analyses were performed to test the relationship between CEOs remuneration and the financial performance of the firm they manage for the years 2018 to 2021. The sample consists of 71 companies that are listed on one of the indexes OMXS30, OMXC25 and OBX in Scandinavia. 28 out of the companies are Swedish, 23 Danish and 20 are Norwegian. Both the total and variable CEO remuneration in the companies were manually gathered from remuneration and annual reports and then tested against the financial performance measures Return on Assets and Total Investment Return. As the CEO is in an agency position where the shareholders work as the principals, an agency problem is present. To reduce the agency problem, incentives for the CEO to work in the shareholders’ best interest are important. One way of doing that is to design the CEOs remuneration package so it has a relation to the performance of the company. Originating from the Agency Theory, the Managerial Power and the Optimal Contracting theories try to explain the way these packages are designed. The Optimal Contracting theory explain that the design is to align the participants interest in order to maximize both parties’ outcomes, while the Managerial Power theory is explained as top executives possesses substantial power in the company, it enables them to extract higher remuneration than what is optimal for the shareholders. The empirical result showed a significant positive relationship between variable remuneration and both performance measures along with total remuneration and Total Invest Return. A positive relationship was found between total remuneration and Return on Assets, but not statistically significant. Based on the results a conclusion can be drawn that there is a pay-performance relation in companies listed on the main indexes in Scandinavia, and that the Optimal Contracting theory better explain the way remuneration packages are designed.

Orientation: Over the years, the increase in executive remuneration in both the private sector and state-owned entities (SOEs) has been the subject of intense discussions. The poor performance of some SOEs with highly remunerated executives begs the question whether chief executive officers (CEOs) in South African SOEs deserve the high levels of remuneration they receive. Research purpose: The main purpose of the study was to determine whether there is a relationship between CEOs’ remuneration and company performance in South Africa’s Schedule 2 SOEs. Motivation for the study: A greater understanding of the relationship between CEO remuneration and organisational performance would expand knowledge when developing optimal CEO remuneration systems to ensure sustainability of SOEs in the South African context. If a relationship exists, it could justify the high remuneration received by CEOs. Research design, approach, and method: This quantitative, longitudinal study, conducted over a nine-year period, collected secondary data from the annual reports of 18 Schedule 2 SOEs. The primary statistical techniques used in the study included were OLS multiple regression analysis and correlational analysis on a pooled dataset. Main findings/results: The primary finding was that there is a relationship between CEO remuneration and company performance (mainly an inverse relationship), with no consistent trend between the constructs. Turnover appears to be an important component, as it was the most stable measure of company performance during the study period. The results indicate that the CEOs’ remuneration continued to increase, even when the SOEs were performing poorly. Practical managerial implications: Since the study focused on the relationship between CEOs’ remuneration and company performance, it may aid policymakers in forming new rules and regulations that would help improve the country’s economic performance while attracting international investors. Contribution/value-add: The study provides new knowledge to the limited research available on SOEs in South Africa. Further, this research focused on three different components of CEOs’ remuneration, thereby shedding more light on the relationship between their remuneration and company performance. / Business Management

Orientation: CEO remuneration has attracted attention over the past two decades, with significant renewed interest in light of the role it is said to have played in contributing to the global financial crisis. At the heart of the issue is the perceived weak relationship between corporate performance and CEO remuneration.Research purpose: The purpose of this study was to describe the relationship between corporate performance and CEO remuneration within the South African financial services industry.Motivation for the study: The motivation for the study was to develop a deeper understanding of the relationship within the South African context, as South African banks have remained stable and profitable through the financial crisis.Research design approach and method: The research was a quantitative, archival study, conducted over a six year time period. The primary statistical techniques used in the study included: bivariate regression analysis, multiple regression analysis, and analysis of variance.Main findings/results: The primary finding was that the relationship between corporate performance and CEO remuneration is favourable (moderate to strong), but has experienced a decline. This finding emphasises the impact that macroeconomic trends have on the relationship and the role of managerial power during periods of economic uncertainty.The research further describes the structural changes in CEO remuneration with a shift away from variable pay.Practical managerial implications: The results suggest that the use of discretion and the growing impact of managerial power will be key challenges that iii remuneration committees will face in maintaining a favourable relationship between the two constructs in the future.Contribution/value add: The study provides context to CEO remuneration within a South African framework. It further provides provides a key insight that the relationship between corporate performance and CEO pay is highly dependent on the macroeconomic environment, and that CEO pay in the South African financial services is experiencing structural changes. / Dissertation (MBA)--University of Pretoria, 2012. / Gordon Institute of Business Science (GIBS) / unrestricted

Företag på NASDAQ OMXS Small Cap har sedan 2008 omfattats av svensk kod för bolagsstyrning, Koden. Kodens målgrupp är företagen men syftet är att främja investerares och aktieägares intressen. Det är således rimligt att ställa krav på att Kodens regler är av hög kvalité utifrån deras perspektiv. I studien undersöks vilka samband som existerar mellan reglerna i Koden angående styrelsen och Small Cap företagens lönsamhet, mätt som räntabilitet på totalt kapital. Sambanden används sedan för att avgöra om reglerna i Koden är korrekt utformade eller om de behöver modifieras. Resultaten visar att VD-ersättning är negativt relaterad till räntabilitet på totalt kapital vilket innebär att regeln om en ersättningskommitté behöver modifieras eller kompletteras. Inga samband hittades mellan kvinnor i styrelsen och lönsamhet och ej heller mellan styrelsens storlek och lönsamhet. Reglerna kring dessa två variabler bedöms vara i linje med resultatet och behöver inte modifieras. Svagare negativa samband hittades mellan styrelsens oberoende avseende ledning och ägare och lönsamhet. Reglerna angående styrelsens oberoende avseende ledning bedöms vara i behov av en mindre justering, likaså reglerna angående oberoende avseende ägarna. / NASDAQ OMXS Small Cap firms are since 2008 subject to swedish code of corporate governance, the Code. The Code’s targetgroup are firms but the purpose is to promote investor and shareholder interests. It’s thus reasonable to ask for high quality in the rules of the Code from their perspective. This study examine which connections between rules of the Code concerning board of directors and profitability, measured as return on assets, that exist. These connections are then used to decide if the rules of the Code are correct or in need of modification. Our results show that CEO-remuneration is negatively related to profitability which means that the rule about remunerationcommittee need a modification or to be supplemented. No connections between number of women in boards and profitability was found and no connection between board size and profitability either. The rules of the Code regarding these two variables are in line with our results and need no modification. Weaker connections between board independence with respect to management and owners and profitability was found. The rules of the Code regarding board independence concerning management and owners are in need of small adjustments.

Orientation: Over the years, the increase in executive remuneration in both the private sector and state-owned entities (SOEs) has been the subject of intense discussions. The poor performance of some SOEs with highly remunerated executives begs the question whether chief executive officers (CEOs) in South African SOEs deserve the high levels of remuneration they receive. Research purpose: The main purpose of the study was to determine whether there is a relationship between CEOs’ remuneration and company performance in South Africa’s Schedule 2 SOEs. Motivation for the study: A greater understanding of the relationship between CEO remuneration and organisational performance would expand knowledge when developing optimal CEO remuneration systems to ensure sustainability of SOEs in the South African context. If a relationship exists, it could justify the high remuneration received by CEOs. Research design, approach, and method: This quantitative, longitudinal study, conducted over a nine-year period, collected secondary data from the annual reports of 18 Schedule 2 SOEs. The primary statistical techniques used in the study included were OLS multiple regression analysis and correlational analysis on a pooled dataset. Main findings/results: The primary finding was that there is a relationship between CEO remuneration and company performance (mainly an inverse relationship), with no consistent trend between the constructs. Turnover appears to be an important component, as it was the most stable measure of company performance during the study period. The results indicate that the CEOs’ remuneration continued to increase, even when the SOEs were performing poorly. Practical managerial implications: Since the study focused on the relationship between CEOs’ remuneration and company performance, it may aid policymakers in forming new rules and regulations that would help improve the country’s economic performance while attracting international investors. Contribution/value-add: The study provides new knowledge to the limited research available on SOEs in South Africa. Further, this research focused on three different components of CEOs’ remuneration, thereby shedding more light on the relationship between their remuneration and company performance. / Business Management / PhD (Management Studies)