This study investigates the effects of insider entrenchment on Chief Executive Officer (CEO) compensation in firms conducting an initial public offering (IPO). The sample comprises 220 US firms that went public between 1996 and 2002. Corporate governance choices regarding entrenchment are captured by six provisions in the corporate charter and bylaws, as well as five anti-takeover statutes, which may or may not be in effect in the state of incorporation. Firm-level items are supermajority requirements for charter amendments, bylaws amendments, and merger approvals, along with the presence or absence of a staggered board of directors, poison pills, and golden parachute agreements. The anti-takeover laws examined are Business Combination, Control Share Acquisition, Fair Price, Poison Pill Endorsement, and Constituencies Statutes. A factor analysis reveals three distinct components of entrenchment: firm- and state-level external entrenchment and firm-level internal entrenchment. External entrenchment is related to market control over management by means of corporate takeovers; internal entrenchment relates to shareholder control over management by means of their voting power. Evidence is found for a positive association between entrenchment at IPO and subsequent CEO cash and total compensation. These relationships are driven by firm-level external entrenchment. Firm-level external entrenchment is also significantly and positively associated with CEO stock-based compensation. The positive effects of entrenchment at IPO on CEO compensation appear not to be transitory and remain constant for at least five years post-IPO. Furthermore, entrenchment at IPO is shown to affect CEO pay-for-performance sensitivity. On balance, entrenchment reduces the sensitivity of CEO compensation to stock returns and returns on assets. The results of this study underscore the crucial importance of insiders' governance decisions made at the time of the IPO. Little support is found for a re-balancing of components of the CEO's compensation contract in response to entrenchment as predicted under the optimal contracting theory of compensation contracts. The findings of this study are almost entirely consistent with the managerial power theory, according to which entrenchment at IPO causes a permanent shift in bargaining power, which enables CEOs to influence compensation contracts in their favor.

In this thesis, I explore the topic of chief executive officer (CEO) compensation in UK publicly traded firms. My objective is threefold. First of all, I investigate debt-holders‟ reaction to CEO compensation in terms of the cost of debt financing. Secondly, I examine the possible link between CEO compensation and expectation management. Thirdly, I examine whether and how the interactive relation between CEO career horizon and compensation package affects a firm‟s research and development spending. Multiple regression is employed in this thesis to investigate the causal relationship between these above mentioned aspects I‟m interested (the cost of debt, expectation management and research and development spending) and CEO compensation. I consider all major compensation components for a typical CEO in UK publicly traded firms: defined benefit pension, bonus, restricted shares, traditional stock options and performance-vested stock options. The accumulated equity incentives, such as ownership, are also examined. My major findings are as follows. First of all, I find that an increase in defined benefit pension and bonus in CEO compensation are associated with a lower bond yield spread, while an increase in stock options and ownership intensifies it. Secondly, I document that CEO equity incentives that will be vested in the following year are positively associated with the probability of employing expectation management to meet or beat financial analysts‟ forecasts about a firm‟s reporting earnings. Thirdly, I demonstrate that older CEOs will not spend less in research and development expenditures in general. However, older CEOs with more defined benefit pensions and ownership are reluctant to engage in such an investment. iii My results generate several implications for CEO compensation research. First of all, I show that debt-holders rationally incorporate the information of CEO compensation about risk-taking and risk-avoiding incentives when pricing a firm‟s publicly traded debts. Secondly, I provide the evidence that CEO compensation motivates top managers to manipulate information disclosure by employing expectation management for personal gains. Thirdly, the joint influence of CEO career horizon and compensation package on a firm‟s research and development spending is highlighted. CEO compensation motivates a short-sighed and risk-averse investment policy when top managers have a short career horizon. The first novel contribution in this thesis is the coverage of CEO pension, which is overlooked by the most of previous literature on compensation studies. Secondly, I provide the evidence that the popularity of expectation management in the UK, which is well documented in the literature, can be partly explained by CEO compensation. Finally, the interactive relation between CEO compensation and career horizon on a firm‟s investment policy is re-examined. It provides further material in the debate of career horizon problem, which has no consensus in the previous literature. Overall, this thesis generates some empirical evidence about the influence of CEO compensation on managerial behaviour. Some adverse effects of CEO compensation highlighted in this thesis may help remuneration committee to design a better pay package for top managers in the future.

Background/Problem: The financial crisis in 2008 affected the whole economy and the CEO's compensation was one of the factors causing this crisis. Although, it is now years after the onset of the financial crisis, the CEO’s compensation is still an ongoing topic of debate and, for this reason, vital to study. According to literature, non-family CEOs are more likely to emphasize financial performance rather than socioemotional objectives and returns. On the contrary, family CEOs are more motivated by socioemotional wealth and non-financial goals. Taking these viewpoints into consideration, this study examines how CEOs in family firms view and value compensation and rewards. Purpose: This study aims to explore how family CEOs view and value compensation and rewards, in comparison to non-family CEOs in family firms. Method: This study is conducted using a qualitative method and utilizing semi-structured interviews. Five family firms participate in this study and they comprise of 4 family CEOs and 1 non-family CEO. Conclusion: The findings of this study support the idea that family CEOs view and value compensation and rewards in other terms than just financial value. Moreover, the evidence points to that the non-family CEO is more connected to financial factors. Weighing together the evidence from this study there is a difference regarding how family CEOs and non-family CEOs view and value compensation and rewards. Additionally, based on this research, SEW exists within family firms. The findings in this study contribute to the current knowledge in designing compensation packages for CEOs in family firms. Moreover, this study is the first step towards enhancing our understanding of how CEOs view and value compensation and rewards.

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

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Företag är av stor vikt för det svenska samhället. Presterar de dåligt, drabbar det inte enbart den svenska ekonomin utan även de anställda och deras liv. De senaste åren har antalet noterade aktiebolag på Nasdaq Stockholm ökat, ökningen medför att företagens intressenter blir allt fler. Det är därför även viktigt för aktieägarna att företagen leds av den mest lämpade VD:n och presterar optimalt. I tidigare forskning har det observerats att faktorer såsom lön, kön samt företagsspecifik erfarenhet kan påverka VD:ns agerande och således även företagets prestation. Motstridiga resultat har presenterats mellan företagets prestation och kön samt företagsspecifik erfarenhet, samtidigt som positiva resultat observerats mellan prestationen och lön. Covid-19 har varit brännande aktuellt de senaste åren och en mängd åtgärder har införts från den svenska staten. Forskning från andra länder har konstaterat att företagens prestation har påverkats negativt av Covid-19 pandemin. Vidare har det observerats från tidigare kriser som drabbat den svenska ekonomin, att egenskaper som VD:n besitter haft en stor påverkan på hur företaget klarat sig under kriserna. Detta examensarbete ämnar därmed att undersöka hur de svenska företagens prestation har påverkats av Covid-19, samt om VD:ns egenskaper i form av lön, kön samt företagsspecifik erfarenhet har någon koppling till hur företaget presterar under denna ekonomiska kris. Examensarbetet präglas av en kvantitativ metod där publika företag på Nasdaq Stockholm har legat till grund för studien. Ett antal företag har exkluderats på grund av avgränsningar samt bortfall. Slutligen har det resulterat i att 277 företag observerats under åren 2017 till 2020. Resultaten som återfunnits har visat på att det inte finns något signifikant samband mellan Covid-19 och företagets prestation, däremot finns det tendenser som tyder på detta. Dessutom har det observerats att vissa egenskaper hos VD:n har olika betydelse beroende på om företaget befinner sig i en tid med Covid-19 eller ej. Resultatet visar på att VD:ns kön har större betydelse för prestationen under Covid-19. Detta pekar på att en manlig VD bidrar till ett högre resultat under Covid-19 än vad kvinnliga gör, vilket inte går att konstatera för perioden innan. Däremot är det tydligt att företagen presterar bättre både innan samt under Covid-19, om VD:n har en lång företagsspecifik erfarenhet. Avslutningsvis kunde det observeras att den totala lönen har ett svagt negativt samband med företagets prestation innan men inte under Covid-19.

本研究主要在探究專利權對於高階經理人薪酬制度之影響，並提出以下之假說：(1)專利權與高階經理人之現金薪酬有正向關係；(2)專利權與高階經理人之年度股票薪酬有正向關係；(3)專利權與高階經理人之年度總薪酬有正向關係；(4)專利權與高階經理人之股票薪酬所佔總薪酬比例有正向關係。 本文以美國製造業的高階經理人薪酬為樣本，經實證結果發現，專利權申請數、股東權益報酬率及股票報酬率對於高階經理人，無論是在現金薪酬或股票薪酬制度下，皆有顯著正向影響，此正說明在製造業的公司中，專利權對高階經理人薪酬是很重要的非財務性指標。並且，專利權亦與股票薪酬所佔總薪酬之比有顯著正向相關，也顯示有專利權的公司在對經理人的薪酬上較為偏好使用股票薪酬。 / The research is to explore the association between patent count and top management remuneration system. I hypothesize that : (1) CEO cash compensation is positively associated with patent count; (2) patent count and CEO annual stocks compensation have a positive relationship; (3) patent count is positively associated with CEO total annual pay; (4) The proportion of stock compensation in CEO pay is positively associated with patent count. Using a sample of manufacturing firms I document that patent count is positively associated with CEO compensation, consistent with my hypotheses. I also find strong evidence that patent count impacts the proportion of stock compensation in CEO pay. Overall, these findings suggest that patent count is an important non-financial indicator in CEO compensation.

As relações entre investidores e executivos são abordadas pela Teoria da Agência que, entre outras tratativas, afirma que a remuneração executiva é um instrumento que investidores dispõem para controlar as ações de executivos. No entanto, há a assimetria de informações e os executivos possuem maneiras de gerenciar informações contábeis de modo a atingir as metas estabelecidas pelas políticas de remuneração e aumentar a própria riqueza em detrimento do aumento da riqueza do acionista. Neste sentido, esta tese investigou se a informação contábil influencia nos determinantes da remuneração executiva de companhias europeias para o período de 2008 a 2017. Para isto, lançou mão de três artigos independentes que juntos constroem esta tese. O primeiro uma revisão de literatura em que se traçou um retrato temporal, geográfico e temático das publicações acerca do problema de agência. Os dois artigos seguintes são empíricos e abordaram duas vertentes contábeis de suma importância para a sustentação de uma companhia: o resultado e o caixa. O segundo artigo investigou se os pacotes de remuneração executiva sofrem influência da qualidade do resultado e o terceiro artigo investigou acerca da influência do fluxo de caixa operacional sobre a remuneração executiva. A pesquisa utilizou dados secundários, tal que o estudo bibliográfico foi elaborado a partir de um levantamento bibliométrico e os dois trabalhos empíricos foram construídos a partir de dados coletados da base Thomson Reuter/s Eikon©. A técnica estatística aplicada foi a regressão com dados em painel. O estudo bibliométrico indicou uma lacuna no conhecimento preenchida pelos dois artigos empíricos. O primeiro identificou que as companhias não determinam os pacotes de remuneração a partir da qualidade do resultado. O segundo identificou uma bonificação paga ao executivo em função da geração de caixa operacional. A contribuição da tese se dá no alerta aos investidores acerca da determinação das políticas de remuneração executiva a partir de indicadores de desempenho de curto prazo e nenhuma relação destas compensações com indicadores que indicam qualidade da informação contábil e sustentabilidade de resultados no longo prazo / The relationship between investors and executives are addressed by the Agency Theory which, among other subjects, says that the CEO Compensation is an instrument that investors have to control the actions of executives. However, there is the asymmetry of information and executives have ways to manage accounting information to achieve the goals established by the remuneration policies and increase their wealth at the expense of growing shareholder wealth. In this sense, this thesis investigated whether the accounting information can influence the determinants of CEO Compensation of European companies for the period 2008 to 2017. For this, they have resorted to three independent articles that together build this thesis. The first is a literature review in which we drew a picture temporal, geographic and thematic of publications about the problem of agency. The following two articles are empirical and addressed two statements of paramount importance to sustain a company: earnings and cash. The second article investigated whether CEO Compensation packages are influenced by the earnings quality and the third article investigated the influence of cash flow of operating on executive remuneration. The research used secondary data, such that the bibliographic study was prepared from a bibliometric survey and the two empirical studies were constructed from data collected from Thomson Reuters Eikon©, companies established in countries of the European Union, for the period 2008 to 2017. The statistical technique applied was the regression with panel data. The bibliometric study indicated a gap in knowledge filled by two empirical articles. The first identified that companies do not determine remuneration packages from the earnings quality. The second recognized a subsidy paid to the executive in function of the cash flow of operating. The contribution of this thesis is on the alert for investors concerning the determination of CEO Compensation policies from performance indicators of short-term and no relation of these compensations with signs that indicate the quality of accounting information and sustainability of results in the long term

There are two competing theoretical debates about the impact of ownership concentration on organisational outcomes, namely efficient-monitoring hypothesis and conflict-of-interest (strategic-alignment) hypothesis. New Zealand has a distinctively concentrated ownership structure. This raises an important research question: Does concentrated ownership in New Zealand perform an efficient monitoring or opportunistic function? This question remains unanswered due to the very limited research on ownership structure in New Zealand. This research considers three specific where studying the function of ownership concentration is likely to be insightful. Three contexts are: CEO compensation scheme, corporate voluntary disclosures and investor perception of ownership structure in the stock market. This research further contributes to the existing literature by decomposing ownership into four mutually exclusive groups, namely financial institution-, government-, management- and other company-controlled ownership structures. The different impacts of ownership concentration under each type of controlling ownership structure are investigated. The findings of Essay One reveal that concentrated ownership is a significant contributor to the poor CEO compensation pay-for-performance relationship in New Zealand listed companies. However, reduced ownership concentration promotes the alignment between CEO compensation and firm performance. These results imply that large shareholders in New Zealand do not play a monitoring role in curbing managerial power; rather it exacerbates the poor relationship between CEO compensation and firm performance. In Essay Two, regression results show that companies characterised by financial institution-controlled ownership structure tend to make significantly fewer (more) disclosures at high (low) concentration levels. In contrast, firm observations in the high concentration group with government- and management-controlled ownership structures have considerably higher voluntary disclosure scores compared with their low concentration counterparts. With respect to the linearity assumption, the relationship between ownership concentration and voluntary disclosure practices unveil a non-linear pattern, indicating that the efficiency of large shareholders’ monitoring varies with the level of intensity of ownership concentration. The results of Essay Three demonstrate that ownership concentration in general is positively associated with information asymmetry observed around annual report release date. This is supportive of investor-adverse selection towards ownership concentration, and such an adverse selection problem is strongly associated with financial institutional and managerial shareholdings. Also, ownership concentration decreases stock liquidity, so no result is found in line with the ownership concentration liquidity hypothesis. When voluntary disclosure is taken into account, regression results suggest that disclosure significantly attenuates information asymmetry risk related to ownership concentration. This effect is particularly pronounced for firms with management-controlled ownership structure. Findings highlight the importance of corporate disclosures under concentrated ownership structure in eliminating information asymmetry and enhancing market efficiency in New Zealand.