Thesis (doctoral)--European Business School, Oestrich-Winkel, 1999. / Includes bibliographical references.

Zugl.: Köln, Universiẗat, Diss., 1999 u.d.T.: Martens, Knuth: Beteiligungsfinanzierung, asymmetrische Information und Managementüberwachung durch den Aufsichtsrat.

This thesis seeks to analyse the development and determinants of the corporate governance framework in China. With a focus on the emerging corporate governance framework, the relation between regulation, firms and the single-party state is examined. Corporate governance failures have not been a significant area of study in the governance literature. The analysis of recent high-level corruption cases in the oil industry provides evidence for the persisting influence of the Party-state on governance through personal networks and family ties at the nexus of state and economy. The findings suggest that there are significant underlying constraints which limit the effectiveness of the current regulatory framework. State shareholding, agency chains and a subservient legal system with a parallel legal sphere all impair the new corporate governance system. While a basic system is in place, improving governance remains difficult. An overhaul of the current constellation and second wave of SOE reforms is deemed necessary. / published_or_final_version / China Development Studies / Master / Master of Arts in China Development Studies

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This study examines marathon successions, which I define as instances where a permanent successor is not chosen at the time of a CEO departure. Marathons have become increasingly prevalent over the last ten years and represent the majority of succession decisions surrounding forced turnovers from 1995-2005. Firms implementing marathon successions around forced turnovers have strong internal governance structures, as measured by board size, director ownership, percentage of outside directors, and dual Chairman/CEO appointments. In addition, I find little evidence supporting the argument that extending the succession process through the use of a marathon leads to increases in uncertainty and/or agency costs in the form of horizon problems. Lastly, I find positive and significant announcement returns for forced marathon successions. These results provide insight into the succession process and the role of strong internal corporate governance in evaluating and implementing succession decisions.

M.Comm. / Corporate governance has become a heated topic of debate when meetings arise and new legislation is drafted. It is also a means to mould new ways of doing business as more and more businessmen are found to be committing irregularities in their actions. Fraud has become rife with over 30 000-fraud cases reported annually. Where will it end and how to curb this? Within this study, a comparison is drawn between corporate governance and ethics. The interrelationship between the two is noted and compared. The differences are brought forward and similarities discussed. The study tries to define ethics and corporate governance. It then moves on to establish which are the principles of corporate governance. This is followed by an evaluation of ethics and corporate governance. Finally, recommendations are made to make corporate governance more effective. These are hard questions but ones, which need answering. The study concerns itself with the study of corporate governance and ethics. Corporate governance is not merely a theoretical tool but one, which needs to be practiced. The question concerning the fact that ethics is synonymous to corporate governance is questioned and answered. In question are the definitions of ethics and corporate governance. Each is defined but the realisation that there is more than one definition of each, which is widely used, is debated. Each definition brings its own problems but also proves that it is vital to the whole. Definitions are usually one-liners, which instil an author’s point of view. To complement each definition further elaborance is made. Each of these further defining statements are discussed and compared to the definitions. A comparison is sought and the purpose of these elaborances is discussed. The principles of corporate governance are documented and later discussed in detail. Comparisons with ethics are drawn and the principles are later discussed with practical examples to serve as guidelines and examples. The driving principles of corporate governance and the King report are debated and transparency proves to be the driving factor over and above all other principles. Within the study, it becomes apparent that corporate governance is only essential in big business. Small to medium business is left out. Why should this be? Another provocative question reviewed is the question of whether corporate governance is essential or not. Why all this fuss over a theoretical report. However, to discuss corporate governance without ethics is like using only half measures in a teacup. Defining ethics is easy but the real study comes forth when the true essence of what is ethics is debated. Morality is a factor but the inner soul’s consciousness of what is right or wrong is discussed. The laws of human nature serve all. The scales can be tipped either way if the price is perceived high enough. The rights and obligations of ethics are questioned together with the director’s responsibilities in determining the ethical climate in business.

Thesis advisor: Philip Strahan / In my first essay, I find that CEOs with more control over the firm have smaller compensation packages and are less likely to have severance contracts. Despite lower pay, these CEOs have longer tenure and their boards' replacement decisions are less sensitive to their performance, which is consistent with the view that there is a trade-off between pay and dismissal risk. To mitigate endogeneity concerns, I use divorce as an exogenous shock to CEO equity ownership, and find that following a divorce, turnover risk goes up and pay increases significantly. My findings highlight the importance of turnover risk in studying executive compensation. The second essay shows that staggered boards are associated with higher private benefits of control. We find that companies de-staggering their boards experience a decrease in control premiums. Using two court rulings in 2010 with opposite decisions on the effectiveness of staggered boards, we show that our findings are not driven by the endogeneity of the corporate control. Finally, we find evidence that the stock market reactions to the court rulings are negatively associated with the changes in control premium. Overall, our results suggest that staggered boards decrease shareholder value via entrenchment. In my third essay, I study the impact of accounting practices on debt renegotiations and covenant violations. Firms that recognize losses in a timelier manner (i.e., have more conservative accounting practices) have less slack at any given time and are more likely to violate loan covenants. But the consequences of a covenant violation by such firms differ from those of firms with aggressive accounting practices. I also find that firms with more conservative accounting practices are more likely to renegotiate their loans with creditors. / Thesis (PhD) — Boston College, 2015. / Submitted to: Boston College. Carroll School of Management. / Discipline: Finance.

This thesis comprises three empirical studies. These studies can be read as though they are independent. However, all three of them revolve around investigating whether and how characteristics of directors can affect firm-level outcomes. The first study – “Does gender diversity affect firm equity risk?” – systematically investigates whether gender diversity in the boardroom influences firm equity risk. To identify the causal effect of gender on risk, I employ a dynamic model which allows for the possibilities that risk can influence the gender of appointed directors and that both director gender and risk can be influenced by other unobserved firm-level factors. The overall results in this study do not support the view that female boardroom representation influences equity risk. I also show that findings of a negative relationship between the two variables are spurious and driven by unobserved between-firm heterogeneous factors. The second study – “Spillover effects of women on boards” – introduces an alternative way of looking at boardroom gender diversity. The definition of boardroom gender diversity is broadened to include female directors who do not sit on the board but are connected to the board through male directors or “external” female influence. This is in addition to the “internal” influence of female directors inside the board. I find that when both external and internal influences of female directors are considered, there is evidence supporting a link between gender diversity and firm risk and that a plausible channel by which gender affects risk is through more effective monitoring. Male directors are less likely to exhibit absenteeism when they are exposed to both external and internal female influence. CEO turnover sensitivity increases with the proportion of male directors who are externally connected to women, when there is at least one female director inside the board. Risk also increases with the proportion of these connected men when they work on a board with at least one woman. The findings suggests that female directors can exert influence on firm-level outcomes despite their minority status in the boardroom. The third study – “Independent director reputation incentives and stock price informativeness” – examines whether the reputation incentives of independent directors increase the incorporation of firm-specific information into stock prices. I find that the proportion of directors who deem their directorships to be more important based on firm market capitalization is associated with higher firm-specific information content in stock prices. This is consistent with the argument that boards that are incentivized to protect their reputation can deter managers from withholding information. I find this relation to be stronger when other external monitoring mechanisms are weak and when there is uncertainty regarding the future prospects of the firm. I also find evidence that a channel by which directors can influence stock price informativeness is through voluntary disclosure. Additionally, the presence of directors with high reputation incentives is negatively associated with stock price crash.

Due to the globalisation trend, notable changes have pushed a distinctive interest in addressing corporate governance problems; either in emergent economies of Asia and Latin America Countries or in the transitional economies that spread over Eastern Europe. Further, a series of corporate scandals, in the US and Europe, has undermined confidence in both public company executives and the auditors. Formulating effective corporate governance measures is a complex task for legislators.The purpose of this study is to determine whether governance is seen from a broad stakeholder perspective in the Latin American Andean region (Bolivia, Colombia, Ecuador, Peru, and Venezuela) and also to provide an in depth analysis and comparison of the reasons organisations in the region want to implement corporate governance principles, whether it is because their want to be accountable to their stakeholders or because they want to show their legitimacy. The non-binding OECD 2004 principles of corporate governance conjunction with the CAF (Andean Development Corporation) will be utilised in the study as an benchmark. The study has generated significant information about the corporate governance challenges facing listed companies trading in the Latin America’s Andean region. It is hoped that the research results will serve as an aid to better focusing the future policy dialogue in the region. It is anticipated in this sense they will facilitate upcoming analysis and debate.

Since the late nineteen nineties, corporate governance has been recognised by the Chinese leadership as being an integral and vital part of economic reform. At the macro level the reform is to transition to a market economy and at the micro level, business enterprises are adopting sound standards of corporate governance. This thesis analyses the various models: the shareholder value, the stakeholder, the stewardship and the convergence models of corporate governance. It looks at the Chinese scenario - what model of governance has China adopted and is it appropriate? What problems of corporate governance are special to China and how are these problems being resolved? Many of the problems are due to the fact that China has adopted the shareholder value model ??? a model based on the UK / USA. However, unlike them, China does not posses the requisite institutions necessary to underpin the efficient functioning of the model. The Chinese capital markets are nascent and not well regulated, the rule of law is tentative and the regulatory bodies are lacking in enforcement powers. In an effort to encourage good corporate governance, the China Securities Regulatory Commission promulgated the QFII (Qualified Foreign Institutional Investor) scheme in December 2002 in the hope that by opening the domestic securities market to foreign financial institutions, this would result in the implementation of sound corporate governance in Chinese listed companies as they vied to attract foreign shareholders. A survey was carried out and the results have only been mildly encouraging. The QFII has not had the dramatic impact that was expected of it initially and the reason is that the quotas allocated have been small and the QFII have had many restrictions placed. Until these are loosened the impact of the QFII will continue to be modest.