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Background: The board of directors is a key player in corporate governance. Their role is to ensure that the corporations are run with the interest of the shareholders as the main focus. In the beginning of the 21st century, a survey was made about the confidence of the Swedish business community and in which criticism was directed to the board of directors. The boards were deemed inadequate in their function and were often solely composed by members with similar experiences and competence, therefore lacking in diversity. In order to improve the competence and work of the board of directors, the Swedish code of corporate governance was introduced and its recommendations comprehend the boards’ size and composition. The recommendations are based on “comply or explain” and are therefore not enforced. It is, thus, possible to question the extent to which the recommendations are adhered to and whether the code’s introduction has affected the composition of the boards of directors and, consequently, their competence. Aim: This master thesis aims to explain the board composition of Swedish company boards during the years 1999, 2008 and 2011 and to analyze how this composition differs between the years. By studying the factors that are the basis of the composition, we also intend to discuss if, there has been a change of competence on the company boards. Completion: This thesis is of qualitative nature and its main focus is based on an analytical model that has been composed out of laws, regulation and theories. The analytical model has been the starting point for the gathering of information as well as for the analysis of the information. The empirical material is based on a study of annual reports and reports on corporate governance in ten companies as well as interviews with three members of nomination committees. Results: The thesis identifies several competence factors whose relevance varies according to the regulations or theory you take into consideration. The nomination committee's views on competence covers most of these factors. The thesis shows that the information available to shareholders does not completely capture the nomination committee’s view on competence. Furthermore, the thesis finds that the competencies of the board of directors are due to the unique company and its specific situation and an argumentation over whether a change incompetence has occurred can thus not be made without taking this into consideration.

Thèse numérisée par la Division de la gestion de documents et des archives de l'Université de Montréal.

Thèse numérisée par la Division de la gestion de documents et des archives de l'Université de Montréal