Univ., Diss.--Hamburg, 2005. / Literaturverz. S. 585 - 679.

School of Economics and Political Science, Diss.--London.

Thesis (LL.M.)--University of Alberta, 1997. / In partial fulfilment of the requirements for the degree of Master of Laws. Faculty of Law. Also available online.

by Wang Xiao Ling. / Thesis (M.Phil.)--Chinese University of Hong Kong, 1998. / Includes bibliographical references (leaves 70-73). / Abstract also in Chinese. / Abstract --- p.i / Acknowledgment --- p.ii / Table of Contents --- p.iii / List of Tables --- p.v / List of Figures --- p.vi / Chapter I --- Introduction --- p.1 / Chapter 1.1 --- Introduction --- p.1 / Chapter 1.2 --- Objective of the Study --- p.3 / Chapter 1.3 --- Outline of the Study --- p.4 / Chapter II --- Background --- p.5 / Chapter 2.1 --- China's Enterprise Reform and the Development of Capital Markets --- p.5 / Chapter 2.2 --- Board of Directors in China --- p.13 / Chapter 2.2.1 --- Legislation on Board - The Company Law --- p.13 / Composition of the Board of Directors --- p.16 / Functions and Powers --- p.18 / Regulations and Requirements --- p.19 / Chapter 2.2.2 --- The Board of Chengdu Brilliant Development Inc --- p.21 / Chapter 2.2.3 --- Difference between Board in China's Company Law and that in Hong Kong Company Ordinance --- p.24 / Chapter 2.3 --- Chapter Summary --- p.26 / Chapter III --- Literature Review --- p.27 / Chapter 3.1 --- Theoretical Background --- p.27 / Chapter 3.2 --- Empirical Studies --- p.30 / Takeover Evaluation --- p.30 / Management Buyout --- p.31 / Adoption of Poison Pills --- p.32 / CEO Turnover --- p.32 / Financial Performance --- p.33 / Chapter IV --- Testable Hypotheses --- p.35 / Chapter V --- Research Methodology --- p.37 / Chapter 5.1 --- Variables and Sample --- p.37 / Chapter 5.2 --- Empirical Results --- p.43 / Board Composition and Corporate Performance with Full Sample --- p.43 / Excluding IPO Firms --- p.51 / Insider Dominated Board and Outsider Dominated Board --- p.51 / Alternative Measures for Firm Performance --- p.55 / Cross-sectional Test --- p.58 / Financial Distress --- p.60 / Industry Classification --- p.62 / Chapter 5.3 --- Discussion --- p.64 / Chapter VI --- Conclusion and Implications --- p.67 / Chapter 6.1 --- Conclusion and Implications --- p.67 / Chapter 6.2 --- Suggestions for Further Research --- p.69 / Bibliography --- p.70 / Appendix Legislation on the Board (The Company Law in PRC) --- p.74

Xiao, Rui. / "August 2010." / Thesis (M.Phil.)--Chinese University of Hong Kong, 2010. / Includes bibliographical references (leaves 28-30). / Abstracts in English and Chinese. / Abstract --- p.i / 摘要 --- p.ii / ACKNOWLEDGMENTS --- p.iii / Chapter 1. --- Introduction --- p.1 / Chapter 2. --- Literature Review --- p.2 / Chapter 3. --- Research Hypothesis --- p.5 / Chapter 3.1 --- Institutional Background --- p.5 / Chapter 3.2 --- Hypothesis Development --- p.6 / Chapter 3.2.1 --- Firm Performance and Outside Succession --- p.6 / Chapter 3.2.2 --- Board Composition and Outside Succession --- p.6 / Chapter 3.2.3 --- Predecessor Characteristics and Outside Succession --- p.7 / Chapter 3.2.4 --- Successor Characteristics and Outside Succession --- p.7 / Chapter 3 2 --- 5 Performance Consequences and the Source of Successor --- p.9 / Chapter 4. --- Methodology --- p.9 / Chapter 4.1 --- Measurement --- p.9 / Chapter 4.2 --- Bivariate Probit with Sample Selection --- p.11 / Chapter 4.3 --- Event Study --- p.13 / Chapter 5. --- Data --- p.15 / Chapter 5.1 --- Sample Selection and Data Sources --- p.15 / Chapter 5.2 --- Descriptive Statistics --- p.16 / Chapter 6. --- Empirical Results --- p.17 / Chapter 6.1 --- The Determinants of Outside Succession --- p.17 / Chapter 6.1.1 --- Univariate Tests of Outside Succession and Firm Performance --- p.17 / Chapter 6.1.2 --- Univariate Tests of Outside Succession and Board Composition --- p.18 / Chapter 6.1.3 --- Univariate Tests of Outside Succession and Predecessor Characteristics --- p.18 / Chapter 6.1.4 --- Regression Results --- p.18 / Chapter 6.2 --- Outside Succession and Successor Characteristics --- p.21 / Chapter 6.2.1 --- Univariate Tests --- p.21 / Chapter 6.2.2 --- Regression Results --- p.21 / Chapter 6.3 --- Market Reaction and CEO Succession --- p.22 / Chapter 6.4 --- Post-turnover Performance and Outside Succession --- p.23 / Chapter 6.5 --- Robustness Tests --- p.26 / Chapter 7. --- Conclusion --- p.26 / Reference --- p.28 / Table 1. The Percentage of CEO Outside Succession during the Sample Period …… --- p.31 / Figure 1. CEO Turnover and Outside Succession in Each Year --- p.32 / Figure 2. Outside Succession Rate in the Turnover Sample --- p.32 / Table 2. Literature Summary of Outside Succession --- p.33 / Table 3. Descriptive Statistics of Variables --- p.34 / Table 4. Outside Succession Rates at Different Performance Levels --- p.36 / Table 5. Relation between Outside Succession Rates and Board Composition --- p.37 / Table 6. Relation between Outside Succession Rates and CEO Predecessor Characteristics --- p.38 / Table 7. Outside Successions Regression Results --- p.39 / Table 8. CEO Successor Characteristics --- p.41 / Table 9. Regression Results of the CEO Successor Characteristics --- p.42 / Table 10. Cumulative Abnormal Returns around the Announcement of CEO

King II articulated in an open manner, issues of disclosure, transparency, comparator ren1lmeration packages and a robust approach to the paYment of con1pensation in relation to poorly performing directors. While directors owe fiduciary duties to the company (shareholders present and future), by paying themselves huge packages, they do no longer act in the best interests of the con1pany because awarding themselves exorbitant packages may frustrate their duty to maximise shareholder value. The solution is that their interests be linked to those of shareholders by requiring that their pay be linked to their performance. With the advent of corporate governance reforms, other stakeholder interests have to be taken cognisance of by directors in corporate decision Inaking. As such, a huge gap between the salaries of rank and file employees and those of executive directors is seen as a conscious move to ignore the interests of legitimate stakeholders when there is no compelling reason to do so. To try and align the interest of shareholders and directors, it is felt that more emphasis has to be placed on actively engaging shareholders and employees in the determination of executive remuneration. It is subn1itted that pay that is not linked to performance is a breach of fiduciary duties, in particular, duty to avoid conflict of interest. However, our common law and Companies Act 61 of 1973 fail imn1ensely to address concerns relating to excessive remuneration pay. In particular, the business judgment nl1e precludes minority shareholders taking action on the basis of wrongs committed against the company by virtue of pay not being linked to performance. Neither has the introduction of corporate governance reforms impacted heavily on setting executive remuneration. They have not proved effective in curbing fat cat pay. It is acknowledged that these reforms have ~rought about a profound impact on attitudes in the corporate environment. However, numerous deficiencies, particularly in the context of South Africa can be identified. This thesis serves as a means of establishing whether fron1 a legal perspective, following recent reforms, the negative impact of exorbitant remuneration pay is of such a serious nature as to warrant more stringent regulation in one form or the other. South Africa should consider revan1ping and tightening current legislation, which as submitted is lacking in a number of respects. As a strategy to eradicate exorbitant pay, it is submitted that directors fiduciary duties have to be revised and legislated in order to successfully establish directors wrongdoing. It is felt that legislative enactment may be made stronger by the fact that it may have stronger and sharper teeth and hence able to reach where self-regulated codes are weak. / Thesis (LL.M.)-University of Natal, Durban, 2003.

Univ., Diss.--Zugl.: Würzburg, 2004. / Literaturverz. S. 212 - 237.

Univ., Diss.--Frankfurt am Main, 2003.

AIMS OF THE RESEARCH: To explore the decision making processes of top management, CEO's and boards of directors - to gain ne~ insights into the causes of management decision failures, management risk and decision process weaknessess. To identify important factors that play a pivotal role in effective decision making in business situations. To draw up a frame~ork for effective decision making based on the correlations between decision theory and empirical findings amongst senior executives and board members. To find ways how management can minimize the risk of decision failure in complex problems, what questions they have to ask themselves about the way in which they make decisions, what decision risks they have to be aware of at each stage of the decision process and how they can gain from available decision theory. The aim is to improve the decision process to obtain better overall quality of decisions produced by kno~ledgeable senior managers and board members. This will provide a framework for effective third generation risk management. EXECUTIVE SUMMARY OF THE RESEARCH FINDINGS Board members and top executives rely on experience and personal knowledge to analyse complex problems and do not consciously involve concepts from decision theory (see section 8.5). They describe these phenomena in their organisations, but they have not formally done a decision process analysis to minimise decision risk. Current risk management practises in modern financial institutions focus mainly on risk classification techniques and structural mechanisms (see section 15) to control risks, with little or no attention to decision process dynamics. The Board of Directors and Top Management are generally very good at identifying corporate risks, economic risks and financial risks, but they have great difficulty in identifying internal decision process risks within the management hierarchy/system or amongst themselves. Introspective analysis of their own decision process dynamics can help to improve this. A step by step analysis of the decision process in the board and top management team as described in section 18.2 is proposed as a further contribution to improve the quality of decision making in financial institutions. Structural changes to boards like those introduced by Cadbury improved second generation risk management practices. This research proposes that further advances can be made by third generation risk management improvements in the decision process dynamics. We teach decision makers about economic and financial analysis and derivatives and risk management, but the fundamentals of decision science and the human decision process seem to be ignored. To prevent the financial failures that so often destroy shareholder value, we need to focus on decision science and financial decision process analysis Analysis of the decision process dynamics is proposed as a way to reduce the number of decision failures in large financial institutions and other organisations. By increasing the a~areness and kno~ledge of board members and top executives about the potential causes of decision failure, their own ability to identify and prevent these will be improved. New risk management structures and recent changes to board structures have contributed greatly to corporate governance but could not prevent many of the financial failures. Combining these structural improvements with an additional focus on decision process analysis can increase our ability to manage risk successfully. / Business Leadership / DBL

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.