This study primarily investigates the determinants of CEO membership of New Zealand (NZ) boards, and the effect of CEO board membership on firm performance, for publicly-listed NZ firms between 1997 to 2008. The project is conducted using a unique hand-collected panel dataset containing information about CEO participation on the board, firm characteristics, firm performance, ownership, and firm governance. The sample covers the twelve-year period. The sample statistics of CEO board membership reveal that on average, approximately 30% of NZ CEOs do not sit on their company board. In addition, the number (percentage) of incidences of CEOs off their company board has been increasing. Specifically, the percentage of CEOs off the board was approximately 20% in 1997 but 42% in 2008. Models examining the determinants of CEO board participation indicate that the probability of CEO board membership is significantly related to the opacity of firms' information environment and the strength of firms' governance environment. Specifically, the probability of CEO board membership is significantly affected by firm size, firm age, percentage of independent directors, board ownership, and multiple directorships in independent companies. In particular, firm size and percentage of independent directors on the board possess economic significance. The negative association between the probability of CEO board membership and the strength of firms' governance environment is consistent with CEO utility maximization. I also find that although CEO board membership is positively related to ROA, ROE and Jensen's alpha in basic regression models, the positive effect observed in accounting performance models disappears after controlling for self-selection. In other words, firms with better accounting firm performance tend to appoint their CEOs on the board. This may attribute to the possibility that CEO board membership is optimally determined by shareholders. The evidence from a market-based model also reflects shareholder interests after controlling for the negative self-selection behavior. As an additional analysis, I examine the determinants of different degrees of CEO board involvement where CEOs on the board are categorized into CEO-director and CEO duality (the CEO also holds the position of the chairman of the board). This analysis shows that a number of explanatory variables have a non-linear relationship with the degree of CEO board involvement. For example, CEO board involvement is negatively related to firm age and multiple directorships in independent companies but positively related to their squared terms. To the contrary, CEO board involvement is positively related to Tobin's Q ratio and percentage of independent directors but negatively related to their squared terms. Moreover, basic regression results examining the effect of the extent of CEO board involvement on firm performance reveal that dual firms and CEO-off-the-board firms are associated with lower accounting firm performance than CEO-director firms, but dual firms are associated with better Jensen's alpha and CEO-off-the-board firms are associated with lower Jensen's alpha. The robustness analysis finds that the negative effect of CEO duality on operating performance is significantly mitigated by self-selection and the effect of CEOs off the board on operating performance is intensified by self-selection. In other words, after taking into account the self-selection bias, CEO duality status provides strong evidence for CEO utility maximization whereas CEOs off the board are optimally chosen given the underlying characteristics. However, the results from the market-based models show the exact opposite story after controlling for the self-selection bias: CEO duality is optimally chosen whereas the costs of CEOs off the board are greater than their benefits in firms with CEOs off the board, providing evidence for CEO utility maximization.

Background: Formal CEO board membership is a unique feature of Swedishboards. The share of firms having Formal CEO board membership hassignificantly decreased in the last 20 years and thus, this feature might haveevolved to be used as a signal of high CEO quality. CEO quality is in turnlikely to, through Formal CEO board membership, serve as a moderator of therelationship that both CEO power and CEO discretion has to firm performancewhich has previously been somewhat ambiguous. Purpose: The purpose of this study is to explain how the CEO’s power anddiscretion is related to firm performance and if this relation is moderated byFormal CEO board membership. Method: To fulfill the purpose of this thesis, a deductive research approachwas used. The theoretical model used is built on four theories namely,Stewardship theory, CEO power, CEO discretion and Signaling theory. With a five-year interval stretching between 1998 to 2018, the quantitative empiricalmethod relies on compensation and financial data from Swedish firms. Conclusion: The results indicate that the relation that both CEO power andCEO discretion have to firm performance, consistent with the theoreticalmodel, is positive. The results further indicate that Formal CEO boardmembership as a signal of CEO quality can moderate these relationships. Thisfinding is, however, exclusive to the years after 2008.