In recent years, countries across the globe have come to realise the importance of an official corporate governance regime, which provides a platform for market integrity and efficiency, as well as facilitating economic growth. Formulating effective corporate governance measures is a complex task for legislators. The purpose of this paper is to provide an in depth analysis and comparison of the corporate governance legislative frameworks in Australia and Jordan. In 2004, the Organisation for Economic Cooperation and Development (OECD), in conjunction with national and international governmental organisations, finalised a universal set of corporate governance principles. Although non-binding, the OECD Principles 2004 are a serious attempt to strengthen every aspect of corporate governance and, accordingly, have been utilised in this paper as an international benchmark.The ultimate objective of this paper is to formulate a number of detailed and specific recommendations to the Jordanian Government. Jordan’s legislative framework for corporations received a significant shake-up a decade ago when the Jordanian Government began the process of implementing a privatisation program under the guidance of the World Bank and the International Monetary Fund. Despite a number of positive developments since this program was initiated, the Jordanian Government has continually failed to recognise the importance of promoting good corporate governance. There can be no doubt that the Jordanian companies’ legislation is in desperate need of reform. The vast majority of the provisions are ambiguous and lack the necessary detail to regulate the complex sphere of company law. In this writer’s opinion, the relevant authorities in Jordan must act immediately to bring the country’s legislative regime into line with internationally recognised standards and practices. Chapter 1 of the paper sets out an introductory explanation of corporate governance and corporate structure. Chapter 2 provides a brief account of the history of company law in Jordan and a description of the different types of company structures permitted under the relevant Jordanian legislation. Chapter 3 provides a detailed discussion of the corporate governance principles formulated by the OECD. The process began in 1999 and was completed in 2004 after extensive revision and consultation. Chapter 4, the core part of the paper, presents a comparative analysis of the implementation of the OECD principles in Australia and Jordan. Chapter 5 provides an explanation and analysis of two important shareholders’ remedies in the Australian companies’ legislation that do not exist in Jordan. Finally, Chapter 6 provides a summary of analysis and sets out a list of recommendations to the Jordanian Government.

[Truncated abstract] Investor relations (IR) management encompasses a broad range of activities including voluntary disclosure, attracting analyst coverage, targeting investors, and providing feedback to corporate managers (Byrd, Goulet, Johnson and Johnson 1993; Brennan and Tamarowski 2000; Bushee and Miller 2005). In recent years, a number of high profile corporate collapses and concerns about selective disclosure have contributed to an increased awareness of the importance of effective IR practices in promoting investor confidence. To this end, Australian market regulators and industry bodies have developed a number of best practice guidelines relating to disclosure and corporate governance. The current study undertakes a comprehensive investigation of corporate approaches to IR in the Australian context, and seeks to explain cross-sectional variation in these. The sample utilised in this study comprises 129 All Ordinaries Index (AOI) constituent companies that responded to a mail survey conducted in 2006 regarding their IR practices. The survey of all AOI companies constitutes the first Australian academic survey of IR practices, and the views of the individuals responsible for the function. Self-reported data are combined with data collected from the sample entities' websites to provide a detailed overview of corporate IR programs. The results of the survey suggest that there is widespread recognition, within the sample, of the importance of devoting organisational resources to IR. ... Several proxies for the extent of investment in IR are developed in this study. Two proxies capture organisational arrangements for managing IR, one proxy captures the frequency of one-to-one meetings with analysts and investors, and one proxy captures the quality of IR websites. Multivariate analyses relate cross-sectional variation in these to a number of firm-specific variables. Consistent with findings presented in the empirical voluntary disclosure literature, this study shows that the extent of investment in IR is positively associated with firm size, a finding that is common across all IR proxies. Ownership characteristics play an important role in explaining different types of investment in IR, as captured by the four proxies. Ownership concentration is negatively associated with the likelihood of employing an external IR consultant and positively associated with the frequency with which one-to-one meetings are held with analysts and investors. Firms with a foreign stock exchange listing, a proxy for the importance of foreign investors, achieve higher scores for the quality of their IR websites. Adverse selection models of voluntary disclosure predict that firms with good news are likely to disclose more. In contrast, the results of this study show that less profitable firms and firms with lower price-to-book ratios are more likely to have an IR department/officer, and they achieve higher scores for the quality of their IR websites. Finally, the nature of the investment in IR appears to differ with sector membership. Firms in the Materials and Energy sectors held more one-to-one meetings than firms in other sectors, while firms in the Information Technology sector are more likely to have an IR department or IR officer, and have higher quality IR websites than firms in other sectors.

In recent years, countries across the globe have come to realise the importance of an official corporate governance regime, which provides a platform for market integrity and efficiency, as well as facilitating economic growth. Formulating effective corporate governance measures is a complex task for legislators. The purpose of this paper is to provide an in depth analysis and comparison of the corporate governance legislative frameworks in Australia and Jordan. In 2004, the Organisation for Economic Cooperation and Development (OECD), in conjunction with national and international governmental organisations, finalised a universal set of corporate governance principles. Although non-binding, the OECD Principles 2004 are a serious attempt to strengthen every aspect of corporate governance and, accordingly, have been utilised in this paper as an international benchmark.The ultimate objective of this paper is to formulate a number of detailed and specific recommendations to the Jordanian Government. Jordan’s legislative framework for corporations received a significant shake-up a decade ago when the Jordanian Government began the process of implementing a privatisation program under the guidance of the World Bank and the International Monetary Fund. Despite a number of positive developments since this program was initiated, the Jordanian Government has continually failed to recognise the importance of promoting good corporate governance. There can be no doubt that the Jordanian companies’ legislation is in desperate need of reform. The vast majority of the provisions are ambiguous and lack the necessary detail to regulate the complex sphere of company law. In this writer’s opinion, the relevant authorities in Jordan must act immediately to bring the country’s legislative regime into line with internationally recognised standards and practices. Chapter 1 of the paper sets out an introductory explanation of corporate governance and corporate structure. Chapter 2 provides a brief account of the history of company law in Jordan and a description of the different types of company structures permitted under the relevant Jordanian legislation. Chapter 3 provides a detailed discussion of the corporate governance principles formulated by the OECD. The process began in 1999 and was completed in 2004 after extensive revision and consultation. Chapter 4, the core part of the paper, presents a comparative analysis of the implementation of the OECD principles in Australia and Jordan. Chapter 5 provides an explanation and analysis of two important shareholders’ remedies in the Australian companies’ legislation that do not exist in Jordan. Finally, Chapter 6 provides a summary of analysis and sets out a list of recommendations to the Jordanian Government.

This thesis presents two research projects examining the relationship between top management turnover (i.e. investment directors of funds management firms) and the performance of actively managed Australian institutional funds. Khorana (1996, 2001) studies this relationship from purely a performance perspective using U.S. managed funds. This thesis extends the work of Khorana (1996, 2001) by providing investors and other stakeholders with empirical evidence on performance, sources of performance and the dynamics of portfolios in the pre-and-post replacement periods. This issue is significant given the importance of executive management in the implementation of the institution's investment strategy, the sizeable assets under their control, as well as the overall success and profitability of the funds management operation. In addition, investors, asset consultants, managed fund ratings agencies and the financial media devote significant resources in scrutinizing the performance, organizational activities, leadership and human capital of investment management firms. Accordingly, the first research project examines the impact of performance and fund flow activity on top management turnover in both the pre-and-post replacement periods. The research documents that turnover of underperforming investment managers results in significantly higher performance in the post-replacement period, while turnover coinciding with outperforming managers delivers investors significantly lower returns (risk-adjusted). The evidence also identifies significant changes in portfolio risk associated with managerial turnover. Finally, the study finds that underperforming investment managers exhibit significantly lower fund flows prior to replacement. The second research project represents the first rigorous analysis of top management turnover with respect to monthly portfolio holdings for a sample of actively managed Australian equity funds. An examination of the dynamics of portfolios surrounding both the departure and the arrival dates of investment managers provides a finer decomposition in understanding investment performance, the sources of value added and the extent to which momentum strategies are executed both pre-and-post the turnover event. Accordingly, the study examines a manager's success or failure depending on 'winner' and 'loser' stock holdings, portfolio turnover, reliance on momentum strategies, variation in portfolio risk, stock preferences and fund flows for underperforming versus outperforming investment directors in the pre-and-post replacement periods. The research also documents that new investment managers of previously underperforming portfolios exhibit superior stock-selections skills in the post-replacement period, therefore reversing the portfolio's previously poor performance. The study finds that new investment managers liquidate 'loser' stocks (i.e. cleaning out the portfolio) as well as decreasing the portfolio's concentration (i.e. increases the portfolio's diversification and lowering tracking error). The results also indicate that underperforming investment managers in the pre-replacement period exhibit a preference for larger stocks (i.e. more liquid stocks with greater relative benchmark weights in the index), growth-oriented securities and a preference towards riding past period winners (i.e. following momentum strategies), however they are unable to successfully select and exploit momentum stocks. On the other hand, incoming managers of underperforming portfolios in the pre-replacement period do not show any particular stock size preference. The study also shows these managers prefer growth stocks, do not rely on momentum strategies, and yet still display superior returns in the post-replacement period. The study also documents that new investment managers of previously outperforming portfolios are unable to replicate the performance of the previous head of equities. In terms of stock preferences related to superior performing portfolios, the results show that departing investment managers prefer larger stocks and select stocks based on momentum strategies. On the other hand, incoming investment managers have a greater preference for smaller stocks, are less reliant on momentum strategies and prefer more volatile securities, however, these strategies do not provide superior returns relative to the pre-replacement period.

Thesis (DBA)--Macquarie University, Graduate School of Management, 2008. / Bibliography: p. 275-289. / Company directors have been in existence for more than four hundred years. In the past, they were considered to be a necessary part of corporate existence, and were usually appointed to a board by the CEO or chairman. However, they were usually mates from the 'boys club' and gained their position from whom they knew, and not from what they were capable of contributing. The appointment of independent directors became more normal, as shareholders looked for a way to wrest control back from management. But what independent directors really do and why they are there is not widely understood. A review of the literature relative to independent directors has identified a gap in the knowledge. This gap is the role of the independent director when considered from a commercial aspect; that is, those who observe or write about independent directors. --This thesis has attempted to generate a theory of the role of the independent director through a review of the literature and a subsequent series of interviews. Grounded theory was the chosen methodology for analysing the data and formulating a theory of the role because it allows the researcher to ground the theory in the data instead of establishing a hypothesis and testing it. --The resulting theory is more complex than it first appears. It was found that the primary role of the independent director is to improve the performance of the board and the company. This role is impacted by a number of factors, the two most influential being the information that is available to the independent directors, and the position of the company. This second factor is defined as the size of the company, where it is in its life cycle, and whether it is experiencing any significant change. --These findings enable a number of recommendations to be made to improve policy and practice, recognising the impact of information and company position on the ability of independent directors to contribute positively. It also raises several areas of further study to continue to refine the understanding of the role of the independent nonexecutive director in Australia. These include, among others, investigating the role from other viewpoints such as the board chair or company secretary, or researching the link between company position and information available to independent directors. / Mode of access: World Wide Web. / xiii, 303 p. ill

In March 2003, the Australian Stock Exchange (ASX) released new corporate governance guidelines, which included debatable “best practice” recommendations such as the adoption of an independent board and separation of the roles of chairperson and CEO. Given the premise that strong corporate governance enhances shareholder value and, by extension, increases initial public offering (IPO) issuers’ appeal to investors, this thesis assesses the level of conformity by a sample of Australian firms, which made an IPO between 1994 and 1999, with the best practice recommendations. We also examine the relationship between firm outcomes (including IPO underpricing, post-IPO long-run performance, and the likelihood of a SEO) and board governance quality, captured by board composition, board leadership, board size and share ownership of directors. These outcomes are addressed as they are important dimensions of firm performance that may be reasonably assumed to be associated with the quality of corporate governance, and these tests can provide an insight into the preference of investors who arguably are best placed to assess the appropriateness of the recommendations promoted by the ASX. Further, we analyse changes in IPO firms’ board structures from the time of listing to five years later to determine if IPO firms adopt governance structures that are more in line with the best practice recommendations after listing and if the changes are related to IPO firms’ long-run performance. Overall, we find that IPO firms that arguably have the strongest incentive to adopt the “optimal” board structures diverge substantially from ASX’s recommendations both at the time of IPO and five years later. IPO firms’ board structures are found to be unrelated with the level of IPO underpricing and board size, after controlling for the size of the firm, is significant in explaining both long-run aftermarket performance and the probability of a SEO. IPO firms with larger boards and those that increase the board size after listing are found to perform better in the long-run. However, contrary to expectation, smaller boards are associated with a higher likelihood of equity reissuance. Overall, the results lead us to question the role played by the board of directors in signalling firm quality. Our findings also suggest that ASX’s best practice recommendations are likely to distort the market-driven practices already in place.

"October 2008" / Thesis (PhD)--Macquarie University, Division of Society, Culture, Media and Philosophy, Dept. of Sociology 2009. / Bibliography: leaves 273-293. / Introduction -- Patterns of corporate activity as patterns of corporate dominance: legal, organisational, and economic features of corporations -- Representations of corporate dominance in insidious injuries -- The legal basis of corporate dominance: History of the corporation -- Legal individualism and corporate personhood -- Theories of the corporation -- The legal regulation of corporations - corporate liability laws -- Conclusion. / Corporations are no longer simply a type of business structure; they are dominant social institutions. As institutions, corporations are archetypes of contemporary complex social organisation and should, therefore, be a central concern for sociology. Yet with few notable exceptions, sociologists have failed to address their increasingly dominant position in contemporary societies. In this thesis I argue the importance of a renewed sociological interest in corporations. This must acknowledge, but go beyond, the political-economic outcomes of corporations to address the profound consequences of the legal foundations of the corporate form. Corporations are created and regulated by legal doctrine; it is only with a legal mandate that corporations are able to act as employers, suppliers and investors. On this basis, I claim that any understanding of corporate dominance and its effects must commence with an appreciation of the laws that enable the corporation to exist and operate. -- While contributing significantly to wealth creation, corporate dominance also increases the potential for harm to occur to individuals and communities who fall within a corporation's scope. The contemporary proliferation of industrial illnesses is a prime example of this and is examined through a case study of the operations of an Australian asbestos corporation, James Hardie. This case study is timely and unique in its specification of the link between corporate activity and law in contemporary society. -- I argue that corporate activity such as that in the case study is enhanced and legitimated by the legal description of the corporation that assigns to it the capacities of a human individual through corporate legal personhood. Corporate personhood is examined as an example of the legal individualism endorsed in liberal common law countries. By exploring accounts of corporate structure, decision-making and work processes, I explain how the individualised description of the corporation is at odds with its collective realities; the largest and most successful corporations are collectives of human and monetary resources. -- In light of this, I question the extent to which the effective regulation of corporations can be achieved within existing legal frameworks. Building upon research into workplace health and safety in the United Kingdom, the regulation of workplace deaths in Australia is examined to demonstrate the various approaches to regulating corporations and to identify their shortcomings. This is a striking example of the problems law faces in regulating corporations by virtue of its individualistic design. -- The thesis concludes with an affirmation that sociology needs to grapple with issues of corporate activity and that an understanding of the legal basis of the corporation is the foundation of such studies. / Mode of access: World Wide Web. / 295 leaves

Company directors, being human, may be tempted to promote their own interests rather than those of the companies on whose boards they serve. Directors are subject to a number of legal duties. A director has a fiduciary duty to act in good faith and in the best interests of the company. A number of other duties flow from this duty such as the duty to avoid a conflict of interests. The duty of a director not to appropriate a corporate opportunity belonging to the company of which he or she is a director, also flows from the duty to avoid a conflict of interests. The common-law duties of directors which have their origins in English law, have developed over a number of years. Because of the difficulty that directors had in establishing what their duties were, a number of jurisdictions embarked on a process of codifying or partially codifying these duties. South Africa, Australia and England are three countries that have promulgated legislation which has resulted in the codification or partial codification of directors’ duties. The purpose of the codification or partial codification of directors’ duties was firstly to clarify the duties of directors, and secondly to make the duties more accessible to those affected by them – the directors of companies. In South Africa the Companies Act 71 of 2008 has partially codified the duties of directors. Because directors’ duties have only been partially codified there is uncertainty regarding their scope. This dissertation will focus on the possible effect of the 2008 Companies Act on the duty of a director not to take a corporate opportunity falling to the company. In this dissertation I address two issues involving the effect of the 2008 Companies Act on the duty of a director not to appropriate a corporate opportunity belonging to the company. Firstly, I consider whether the partially codified directors’ duties are wide enough to cover issues involving the appropriation of corporate opportunities. Secondly, I consider the appropriate common-law test or tests to be applied in determining whether, in the specific circumstances, an opportunity should be classified as a corporate opportunity. In considering whether the partially codified duties of directors are wide enough to include the corporate-opportunity rule, I compare the approach to corporate opportunities and the corporate-opportunity rule in South Africa, Australia and England. / Mercantile Law / LL.M. (Corporation Law)