Thesis (Ph. D. in Management)--Vanderbilt University, Aug. 2007. / Title from title screen. Includes bibliographical references.

Thesis (doctoral)--Universiẗat Köln, 2005. / Includes bibliographical references (p. [249]-269).

Thesis (Ph.D.)--Hong Kong University of Science and Technology, 2007. / Includes bibliographical references. Also available in electronic version.

The business judgment rule is used by American courts to establish whether a director has fulfilled his duty of care. It is based on the concept that the directors are legally empowered to manage a corporation's affairs, and the courts accordingly do not interfere with the exercise of those powers unless a board's action is tainted by fraud or self-interest. The courts will not review a business decision where, acting in good faith, the board has truly applied itself to making an informed decision. In certain circumstances, where self-interest on the part of directors is more likely to be a factor, a stricter test is applied. The business judgment rule is implicit in the judgments of English and South African courts and the King Committee has recommended its formal recognition in South Africa. The need for such formal recognition and stricter interpretation of the duty of care and skill discussed. / Private Law / LL.M.

Following the growing emphasis on the monitoring role of independent directors in the board of directors in the stock exchanges of Western developed countries, companies listed on the Hong Kong Stock Exchange are required to appoint independent non-executive directors (INEDs) representing at least one-third of their boards under the Listing Rules. Unlike those Western developed capital markets where listed companies are widely held, most listed companies in Hong Kong are controlled and managed by families. This means realistically, INEDs of those family-controlled listed companies can only be appointed to the boards with the support from the controlling owners. Under such circumstances, the INEDs' ability to monitor the performance of the management of those companies independently is put in doubt. This thesis intends to conduct a qualitative study using phenomenological approach to explore and understand the role and effectiveness of INEDs in family-controlled listed companies in Hong Kong based on the INEDs' lived experiences. The study is the first of its kind in the Hong Kong corporate governance research arena, as research studies on corporate boards and directors have often adopted a quantitative approach, using only publicly available archival data without in-depth discussions with the subjects on their real experience and views on their jobs. Accordingly, issues related to directors in family-controlled listed companies that require in-depth discussions with these directors are impossible to be addressed by such research approach. Through semi-structured interviews with INEDs of companies listed in Hong Kong, this thesis has contributed to the existing knowledge and literature in the research on INEDs and corporate governance in family businesses and provide useful hints and ideas to practitioners, listed companies, investors, regulators and policy-makers.

Indiana University-Purdue University Indianapolis (IUPUI) / Nonprofit governing board diversity recently gained attention from scholars, and the changing demographics of the United States' population create urgency around understanding how to diversify nonprofit boards. This study examined nonprofit board diversity in the largest majority-minority city in the United States -- Houston, Texas -- which was also declared the most diverse city in the country in the 2010 Census. GuideStar was used to identify nonprofit organizations in the Houston metropolitan area with annual revenue of $250,000+ and were contactable. 712 executive directors were surveyed electronically; there was a 26% response rate yielding responses from 185 nonprofit organizations. The survey was designed in three sections to study board composition, board processes and whether or not the executive director's perception of the governance model would influence the diversity ratio on an organization's board, and the analyses correspond with those three sections. The study found Houston's nonprofit boards are 9% more diverse than the national average and that Caucasians continue to be overrepresented in governing roles. Other composition findings were that the diversity ratio for board members under 35 years old is beginning to mirror the Houston population and that there was statistical significance between board members being 65 years+ and a lower diversity ratio on the board; however, there was no evidence that suggested nonprofit boards are more diverse in diverse communities. The study identified a gender gap in executive committee service, with a mode of one female serving on these committees despite that fact women make up 46% of all nonprofit board members. No relationship was found between diversity ratios and board procedures or the executive director's perception of the organization's governance model. Other findings were that Houston boards use executive committees at twice the rate of the national average, and that there is direct contradiction between the perceived value of diversity and what characteristics are considered important when recruiting board members. This study ruled out simple solutions for increasing board diversity through board procedures, and it identified areas for future research regarding governance models, the alignment of recruiting characteristics with board diversity and gender equality in leadership.

This dissertation reports an investigation of the relationship between board strategic management functions and organizational performance. This dissertation provides a framework for understanding the influence of boards of directors in decision making, planning, control and operation, and financial performance of the firms. Based on the conceptual framework, it is argued that an effective board of directors will have a positive relationship with performance. Four hypotheses stemming from the conceptual framework were used to relate boards' strategic management functions and organizational performance. The research was conducted in Malaysia, and the organizations used for the study were public enterprises. Forty-two firms in three industries of the manufacturing sector were selected for the study. These firms were building materials, food, and wood-based. industries. Boards' strategic management functions, the independent variables, consisted of the boards’ role in decision making, planning, control, and board operation. Organizational performance, the dependent variable, was operationalized by using financial indicators: return on assets, profit margin, average rate of growth in profit, average rate of growth in assets, and average rate of growth in sales. Correlation, multiple regression, and t-test analyses were used to confirm or reject the four research hypotheses. Besides these analyses, the dissertation provided information on the profile of the boards of directors of the three industries in six different areas: size, age, occupation, educational level, specialization, and business experience of the directors. The findings showed that there was no consistent pattern in the relationship between board strategic management functions and organizational performance for all the three industries. The data analysis failed to support the conceptual framework which indicated that there should be a positive relationship between an effective board and organizational performance. The results of the dissertation were discussed with respect to major findings and significance to management theory and practice. The dissertation concluded with a discussion on the limitations of the study and suggestions for future research. / Ph. D.

South African company law is currently the object of comprehensive review. One o f the areas under scrutiny is that of corporate governance. Control over management is vital in the interests of the company itself, its shareholders and its creditors. Effective accountability should be balanced against the need to allow those who manage a certain measure of freedom and discretion in the exercise of their function. Company directors are subject to various duties. This thesis concentrates on their fiduciary obligation. It is suggested that this sui generis obligation is owed to the company as a separate entity. Interests of other groups may sometimes merit con­ sideration. Against the background o f a com parative investigation, a "corporate opportunity" is defined as any property or economic opportunity to which the com­ pany has a claim. South African law protects a company’s claim to an opportunity if it is in the company’s line of business and if the company has justifiably been relying upon the director(s) to acquire it or to assist in its acquisition for the company. The application of established fiduciary principles suffice to resolve corporate opportunity matters. Essentially the application o f these rules amount to a determination whether the director has complied with his fundamental duty to act in the company’s best interests. There seems to be no need for a separate doctrine of corporate opportunities.' A director should only be absolved from liability on account of the company’s inability to pursue an opportunity or its rejection by the company if there was no real conflict of interest. The appropriation of corporate opportunities should not be ratifiable, both because the ratification constitutes a fraud on the minority, and because the decision to ratify cannot be regarded as being in the interests of the company. The relationship between the appropriation of corporate opportunities, misuse of confidential information and competition is investigated. These aspects fre­ quently overlap, but should be distinguished because their bases, and accordingly their appropriate remedies, may differ. Effective control may benefit by a restatement of directors’ fiduciary duties in the Companies Act. To this end certain amendments to the Act are recommended. / Mercantile Law / LLD

South African company law is currently the object of comprehensive review. One o f the areas under scrutiny is that of corporate governance. Control over management is vital in the interests of the company itself, its shareholders and its creditors. Effective accountability should be balanced against the need to allow those who manage a certain measure of freedom and discretion in the exercise of their function. Company directors are subject to various duties. This thesis concentrates on their fiduciary obligation. It is suggested that this sui generis obligation is owed to the company as a separate entity. Interests of other groups may sometimes merit con­ sideration. Against the background o f a com parative investigation, a "corporate opportunity" is defined as any property or economic opportunity to which the com­ pany has a claim. South African law protects a company’s claim to an opportunity if it is in the company’s line of business and if the company has justifiably been relying upon the director(s) to acquire it or to assist in its acquisition for the company. The application of established fiduciary principles suffice to resolve corporate opportunity matters. Essentially the application o f these rules amount to a determination whether the director has complied with his fundamental duty to act in the company’s best interests. There seems to be no need for a separate doctrine of corporate opportunities.' A director should only be absolved from liability on account of the company’s inability to pursue an opportunity or its rejection by the company if there was no real conflict of interest. The appropriation of corporate opportunities should not be ratifiable, both because the ratification constitutes a fraud on the minority, and because the decision to ratify cannot be regarded as being in the interests of the company. The relationship between the appropriation of corporate opportunities, misuse of confidential information and competition is investigated. These aspects fre­ quently overlap, but should be distinguished because their bases, and accordingly their appropriate remedies, may differ. Effective control may benefit by a restatement of directors’ fiduciary duties in the Companies Act. To this end certain amendments to the Act are recommended. / Mercantile Law / LLD

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