University of Macau / Faculty of Business Administration. / Department of Accounting and Information Management

published_or_final_version / Business Administration / Master / Master of Business Administration

本文研究了海外背景的董事在中国上市公司中的表现和作用。本文从董事最基本的两个作用监督和指导出发，研究了海外背景的董事对于董事会治理和公司表现的各项投入和产出。研究结果表明，海外背景的董事在董事会会议的缺席记录更多，更少参与特殊委员会的工作。海外背景的董事对于高管薪酬水平的管理更弱，但在解雇表现不佳的CEO有积极的作用。在指导作用上，海外背景的董事表现得并不尽如人意。海外背景的董事并没有利用自己的海外经历为公司在海外并购业务来带好处。最后，海外背景董事占比最高的公司，托宾Q所代表的公司表现更低。这篇文章的重要性在于，这是第一篇用国内数据研究海外背景董事在公司治理和表现中的作用的文章，同时也是第一篇详细阐述不同的海外背景所具有的不同影响的文章。 / This paper discusses the presence and the roles of directors with foreign backgrounds in China’s listed companies. Starting from the two basic roles of boards, monitoring and directing, this paper examines the inputs and outputs of foreign-background directors (FBDs) on board governance and firm performance. The result shows that FBDs are associated with worse board meeting attendance records, less special committee assignments, weaker control in senior executive compensation level, but more strength in firing underperforming CEOs. In directing-related functions, FBDs does not meet the expectation that they can benefit the firm’s cross-border merger and acquisition decision by taking advantage of their foreign background knowledge. Finally, firms with higher fraction of FBDs on board are associated with poorer performance in terms of Tobin's Q. This research is significant because it is the first exploration of the functions of FBDs in listed corporations using China’s data, and the first attempt to identify the role of each different foreign background. / Detailed summary in vernacular field only. / Xia, Keqin. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 30-34). / Abstracts also in Chinese. / Foreign Background Directors and Corporate Performance: Empirical Evidence from China’s listed Companies --- p.I / ABSTRACT --- p.II / 摘要： --- p.III / ACKNOWLEDGEMENTS --- p.IV / Chapter SECTION I --- : INTRODUCTION --- p.1 / Chapter SECTION II --- : LITERATURE REVIEW --- p.3 / Chapter 2.1 --- Board Functions--Monitoring and Directing --- p.3 / Chapter 2.1.1 --- Monitoring function & agency problem --- p.3 / Chapter 2.1.2 --- Directing function --- p.6 / Chapter 2.2 --- Board Governance and Firm Performance --- p.6 / Chapter SECTION III --- : DATA AND METHODS --- p.7 / Chapter 3.1 --- Individual characteristics --- p.7 / Chapter 3.2 --- Board characteristics --- p.8 / Chapter 3.3 --- Firm characteristics --- p.10 / Chapter 3.4 --- Different foreign backgrounds --- p.10 / Chapter SECTION IV --- : EMPIRICAL RESULTS --- p.12 / Chapter 4.1 --- Board Meeting Attendance Problem and FBDs --- p.12 / Chapter 4.1.1 --- Regression analysis of absence ratio --- p.14 / Chapter 4.1.2 --- Regression analysis of the total absence ratio --- p.15 / Chapter 4.1.3 --- Conclusion on attendance problem and foreign backgrounds --- p.17 / Chapter 4.2 --- Probit Regression Analysis of Committee Assignments --- p.17 / Chapter 4.3 --- Regression Analysis of Senior Executives’ Compensation --- p.19 / Chapter 4.4 --- Regression Analysis of CEO Turnover Rate --- p.21 / Chapter 4.5 --- An Event Study: Cross-border Mergers & Acquisitions (M&A) Analysis --- p.23 / Chapter 4.6 --- Firm Performance Regression Analysis: FBDs and ROA --- p.26 / Chapter 4.7 --- Firm Performance Regression Analysis: Tobin’s Q and FBDs --- p.28 / Chapter SECTION V --- : SUMMARY --- p.29 / REFERENCES --- p.30 / FIGURES AND TABLES --- p.35

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.

Jie Jenny Tian. / Thesis submitted in 2000. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2001. / Includes bibliographical references (leaves 121-137). / Abstracts in English and Chinese. / Acknowledgements --- p.i / Abstract --- p.iii / Chapter CHAPTER 1. --- INTRODUCTION --- p.1 / Chapter CHAPTER 2. --- LITERATURE REVIEW --- p.3 / Chapter 2.1 --- Agency Theory Approach to Corporate Governance --- p.4 / Chapter 2.2 --- Stewardship Theory Approach to Corporate Governance --- p.10 / Chapter 2.3 --- Research on Board of Directors: Prescriptions and Empirical Evidence --- p.13 / Chapter 2.3.1 --- Board Composition Studies --- p.15 / Chapter 2.3.2 --- Board Leadership Structure Studies --- p.21 / Chapter 2.4 --- Chapter Summary --- p.24 / Chapter CHAPTER 3. --- REFORM AND CORPORATE GOVERNANCE: A CHINESE CASE --- p.25 / Chapter 3.1 --- China's Enterprise Reform: An Overview --- p.26 / Chapter 3.2 --- State as Shareholder: The State Assets Management System --- p.30 / Chapter 3.3 --- Asset Restructuring before IPO --- p.35 / Chapter 3.4 --- Corporate Governance Research in China: Theories and Empirical Evidence --- p.43 / Chapter 3.5 --- Chapter Summary --- p.46 / Chapter CHAPTER 4. --- THEORIES AND HYPOTHESES --- p.47 / Chapter 4.1 --- Theoretical Background and Research Questions --- p.47 / Chapter 4.2 --- A New Approach to Understanding Board Composition in China --- p.51 / Chapter 4.3 --- Board Composition and Firm Performance --- p.55 / Chapter 4.3.1 --- Agency Theory Hypotheses --- p.57 / Independent Directors and Firm Performance --- p.57 / Affiliated Directors and Firm Performance --- p.59 / Board Size and Firm Performance --- p.61 / Chapter 4.3.2 --- Stewardship Theory Hypotheses --- p.62 / Independent Directors and Firm Performance --- p.62 / Affiliated Directors and Firm Performance --- p.65 / Board Size and Firm Performance --- p.71 / Chapter 4.4 --- Board Leadership Structure and Firm Performance --- p.72 / Chapter 4.4.1 --- Agency Theory Hypothesis --- p.72 / Chapter 4.4.2 --- Stewardship Theory Hypothesis --- p.74 / Chapter 4.5 --- Chapter Summary --- p.77 / Chapter CHAPTER 5. --- METHODOLOGY --- p.78 / Chapter 5.1 --- Sample Selection --- p.78 / Chapter 5.2 --- Variables and Measurement --- p.82 / Chapter 5.2.1 --- Independent Variables (IVs) --- p.82 / Board Composition --- p.82 / Board Leadership Structure --- p.84 / Chapter 5.2.2 --- Dependent Variables (DVs) --- p.84 / Chapter 5.2.3 --- Control Variables --- p.86 / Chapter CHAPTER 6. --- RESULTS --- p.94 / Chapter 6.1 --- Results based on the Full Sample (N=203) --- p.94 / Chapter 6.2 --- Results based on the Streamlined Sample (N = 197) --- p.101 / Chapter CHAPTER 7. --- "DISCUSSION, LIMITATIONS AND CONCLUSION" --- p.107 / Chapter 7.1 --- Discussion --- p.107 / Chapter 7.2 --- Limitations --- p.116 / Chapter 7.3 --- Conclusion and Future Research Direction --- p.118 / References --- p.121

Lui, Kai Yin. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2008. / Includes bibliographical references (leaves 49-55). / Abstracts in English and Chinese. / Abstract --- p.i / Chinese Version --- p.ii / Acknowledgments --- p.iii / Chapter 1 --- Introduction --- p.1 / Chapter 2 --- Literature Review --- p.6 / Chapter 3 --- Research Hypothesis --- p.8 / Chapter 3.1 --- Institutional Setting --- p.8 / Chapter 3.2 --- The Monitoring Effectiveness of Independent Directors --- p.11 / Chapter 4 --- Methodology --- p.15 / Chapter 4.1 --- Negative Opinion Issuances --- p.15 / Chapter 4.2 --- The Personal Characteristics of Independent Directors --- p.17 / Chapter 4.3 --- Control Grouping Methods --- p.21 / Chapter 4.4 --- Board Structure --- p.23 / Chapter 4.5 --- Control Variables --- p.24 / Chapter 4.6 --- Regional Governance --- p.25 / Chapter 4.7 --- ST Companies --- p.27 / Chapter 5 --- Data --- p.29 / Chapter 5.1 --- Negative Opinion Issuance --- p.29 / Chapter 5.2 --- The Personal Characteristics of Independent Directors --- p.30 / Chapter 5.2.1 --- Treatment Group --- p.31 / Chapter 5.2.2 --- Control Group --- p.32 / Chapter 5.3 --- Board Structure --- p.32 / Chapter 5.4 --- Control Variables --- p.33 / Chapter 5.5 --- Regional Governance --- p.34 / Chapter 5.6 --- ST Companies --- p.34 / Chapter 6 --- Empirical Results --- p.36 / Chapter 6.1 --- Testing Means of Two Samples --- p.36 / Chapter 6.2 --- Event Study --- p.37 / Chapter 6.3 --- Logistic Regressions --- p.38 / Chapter 6.3.1 --- The Personal Characteristics of Independent Directors --- p.39 / Chapter 6.3.2 --- Board Structure --- p.40 / Chapter 6.3.3 --- Regional Governance --- p.42 / Chapter 6.3.4 --- Pull Set of Variables --- p.43 / Chapter 6.4 --- Checking Robustness of Results by Using ST Companies --- p.46 / Chapter 7 --- Summary and Conclusion --- p.47 / References --- p.49 / Appendix --- p.56 / "Table 1: Negative Opinion Issuance, Descriptive Statistics" --- p.56 / "Table 2: Negative Opinion Issuance, by Categories" --- p.56 / Table 3: Sample Companies Location Distribution --- p.57 / "Table 4: Personal Characteristics, Descriptive Statistics I" --- p.58 / "Table 5: Personal Characteristics, Descriptive Statistics II" --- p.59 / Table 6: Board Structure and Control Variables: Descriptive Statistics --- p.60 / Table 7: Regional Governance Indices --- p.61 / "Table 8: ST companies, Descriptive Statistics" --- p.62 / Table 9: Negative Opinion Issuance and Company Status Changes --- p.62 / "Table 10: The Level of Negative Opinion Issuance, the Respective Com- panies and Independent Directors Involved" --- p.62 / "Table 11: Personal Characteristics (ST Companies), Descriptive Statistics I" --- p.63 / "Table 12: Personal Characteristics (ST Companies), Descriptive Statistics II" --- p.64 / "Table 13: Board Structure and Control Variables (ST Companies), De- scriptive Statistics" --- p.64 / "Table 14: Mean-Comparison t-test Between Control and Treatment Groups, Personal Characteristics and Board Structure" --- p.65 / "Table 15: Event Study, by Different Event Windows" --- p.66 / "Table 16: Event Study, by Different Categories of Negative Opinions" --- p.66 / Table 17: Logistic Regression - Treatment Group Only (n = 144) --- p.67 / Table 18: Conditional Logistic Regression - Treatment Group and Control Group Paired Together According to Companies (n = 273). Personal Characteristics Variables Only --- p.68 / Table 19: Conditional Logistic Regression - Treatment Group and Control Group Paired Together According to Companies (n = 273). Board Structure and Control Variables Only --- p.69 / Table 20: Conditional Logistic Regression - Treatment Group and Control Group Paired Together According to Companies (n = 273). Regional Governance Only --- p.69 / Table 21: Conditional Logistic Regression - Treatment Group and Control Group Paired Together According to Companies (n = 273). All Variables --- p.70 / Table 22: Conditional Logistic Regression - Treatment Group and Control Group Paired Together According to Companies (n = 273). All Variables --- p.71 / Table 23: Ordered Logistic Regression - ST companies (n = 352) --- p.72

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

University of Macau / Faculty of Law