This research study is aimed at finding empirical evidence to support a finding from an initial study that corporate governance disclosure is linked with financial performance for JSE listed companies. The study made use of a scorecard previously designed for the initial study to rate the governance disclosure of the various companies. 74 companies from the eight major sectors of the JSE were selected for the sample and financial data for the review period was extracted from MacGregor BFA. Governance was rated based on annual reports and any other information within the public domain. The financial performance measures used were, CAGR using opening and closing share prices, price to book and price/earnings ratio. Using mean disclosure scores, two portfolios were created to compare financial performance, the high and low disclosure portfolios. A simple correlation analysis was then conducted to assess the relationship of governance disclosure with the three different financial measures. The findings indicate a negative correlation between governance disclosure and returns whilst a positive correlat ion is established between governance and firm valuations. Copyright / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

The thesis examines the efficacy of the provisions of Saudi Company Law 1965 in terms of protecting the rights of minority shareholders in joint stock companies (JSCs). The aim is to assess the effectiveness of the current form of SCL 1965 in this regard and to suggest a reform scheme. This research finds that SCL 1965 does not adequately provide minority shareholders with all the rights that they should enjoy. Accordingly, minority shareholders are often subject to the controlling influence of majority shareholders, who are generally in charge of the company’s management. As a result, minority shareholders either do not exercise or do not enjoy certain rights, and they therefore forfeit their natural and intended role under this law, which is to oversee and control the activities of the board of the company, and in so doing to defend their interests. Despite the Saudi government intentions to conduct a range of reforms, particularly in the field of trade, SCL 1965 has not been modified to any significant degree; it is still not sufficiently effective, and does not address many important points relating to shareholders’ rights in listed companies. Therefore, there are important decisions that need to be made on the part of the Saudi legislature in terms of improving the investment environment in KSA, including improving the level of protection for investors in JSCs; these decisions will help to attract more investors into the Saudi financial market. This thesis suggests ways in which to improve the level of protection for minority shareholders in Saudi listed companies against any encroachment on their interests within the company. In this respect, it suggests recasting the provisions relating to minority shareholders, especially SCL 1965.

Nesta dissertação entende-se Governança Corporativa como um conjunto de práticas empresariais potencialmente relacionadas com o desempenho operacional e o desempenho frente ao mercado de capitais, seguindo estudos que têm sugerido essa relação. A pesquisa se propôs a investigar, no caso das companhias abertas brasileiras, a significância do pertencimento aos segmentos diferenciados de listagem da Bolsa de Valores do Estado de São Paulo (BM&FBOVESPA) sobre os indicadores de resultado operacional das empresas listadas no Brasil, mais especificamente em relação aos retornos sobre ativos (ROA) e sobre patrimônio líquido (ROE), e a outros indicadores lastreados no lucro antes de juros e impostos (EBIT) e no lucro antes de juros, impostos, depreciação e amortização (EBITDA). Empregaram-se, aqui, métodos quantitativos em um modelo de regressão linear. O trabalho teve como referência principal o artigo de Brown e Caylor (Corporate Governance and Firm Operating Performance, 2009). Os resultados foram mistos e inconclusos em termos de significância, ao modelar ROA, ROE e indicadores baseados em EBIT e EBITDA, contra os segmentos de listagem, mesmo empregando variáveis de controle como o valor de mercado, a razão entre o patrimônio líquido e o valor de mercado, e o endividamento das empresas. Recomenda-se, assim, para estudos futuros, aprofundar a análise e a determinação das variáveis de controle, além de buscar atenuar as limitações devidas à endogeneidade e à causalidade reversa, pelo uso de variáveis instrumentais, e pelo emprego de métodos econométricos mais robustos, como equações estruturais. / In this research, we understand corporate governance as a set of corporate practices potentially related to the operational performance and to the capital market performance of the firm, following several studies that have suggested such a relationship. The research intended to investigate whether there is a significant relationship between the listing in BM&FBOVESPA’s higher corporate governance segments, and the operational indicators of listed Brazilian companies, more specifically, return on assets (ROA) and return on equity (ROE), as well as other earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA) related indicators. Quantitative methods – linear regressions – were employed. The main reference for the research was Brown and Caylor’s article (Corporate Governance and Firm Operating Performance, 2009). The results were mixed and not conclusive in terms of significance, when modeling ROA, ROE and the other performance indicators in relation to the listing segments, despite market value, equity divided by market value, and debt to equity ratio as control variables. The study recommends future deeper analyses and selection of control variables, as well as addressing endogeneity and reverse causality limitations through the use of instrumental variables, and more robust econometric models such as structural equations modeling (SEM).

Over the past two decades a number of Chinese companies have issued shares on both the Hong Kong Stock Exchange and on one of the Chinese stock exchanges. The Hong Kong-listed H-shares of Chinese dual-listed companies have traded at a persistent discount rate relative to the China-listed A-shares. As these shares represent the same ownership rights and cash flows, the shares should theoretically trade at the same price. The price differential between H-shares and A-shares should decrease as international markets continue to converge. The paper analyzes the persistence of the discount rates and the effects of both market and investor sentiment on the price disparity between the two shares. The paper also examines whether certain sectors consistently trade at larger discount rates relative to others.

Business valuations have been an integral part of business for many years, and will stay an important part of business, as valuations are required for multiple reasons. The majority of businesses in South Africa (and the rest of the world) consist of privately-owned companies. A business valuation in general is a complex exercise that can be described as an inexact science. When the business valuation of a privately-owned company is added to the equation, the level of uncertainty is increased with another notch. The valuations of privately-owned companies are therefore a relevant topic. As unsystematic risk in privately-owned companies is difficult to eliminate or mitigate by diversification, this study sets the goal to determine if the advisory departments of the big four audit, tax and advisory firms in South Africa (Ernst & Young, PwC, KPMG and Deloitte & Touch) consider and incorporate unsystematic risk into valuations of privately-owned companies and if it is taken into account, whether it is done objectively. This study firstly focussed on the literature of privately-owned company valuations. The most frequently used approaches are found to be the market approach and the income approach. The asset approach is used to determine the minimum value of a company (the liquidation value). The topic of unsystematic risk is perceived as very much subjective and therefore receptive of manipulation. The second part of the study uses the mixed method approach to collect empirical data, using survey questionnaires and follow-up interviews (which are based on the literature review). It was found that the preferred valuation approaches used by the participants are indeed the income approach followed by the market approach. It seems that these two approaches are used in conjunction with one another. Incorporating unsystematic risk is done in line with what the literature proposes, but as professional judgement is needed, the process is never entirely objective. Participants tend to agree that the identification and quantification of unsystematic risk are not entirely objective and that it is possible to use unsystematic risk as a device to bring the final results of a valuation in line with the clients‟ objective. This study recommends that a professional valuation body should be formed to regulate valuations in South Africa. This body should set valuation standards. It is furthermore recommended that the asset approach is used as a reasonableness test when going concern companies are valued, and to consider the use of CAPM variants (e.g. modified CAPM, the local CAPM, the Build-up method etc.) and non-CAPM variants (Estrada model and the EHV model) to determine the cost of equity when the income approach is followed, as is suggested by the literature. The practical implication of the study is that the research can be used as starting point by role-players in the valuations sector to open the discussion on the topic formally so that valuation practitioners can engage with one another and work towards a professional valuation body and valuation standards. The limitations of the study are that only top-level employees were used as the representatives of firms and the population only includes the big four audit, advisory and taxation firms. Areas for further research include extending the population to three strata, viz. big four firms, medium-sized firms and small-sized firms. Comparative valuations on a case study can be performed by the different approaches of each stratum using unsystematic risk as the only variable (if themes are identified in strata). Conclusions can be made based on the outcomes of the valuations to determine the impact when different approaches are followed. / Thesis (M.Com. (Management Accountancy))--North-West University, Potchefstroom Campus, 2012.

Business valuations have been an integral part of business for many years, and will stay an important part of business, as valuations are required for multiple reasons. The majority of businesses in South Africa (and the rest of the world) consist of privately-owned companies. A business valuation in general is a complex exercise that can be described as an inexact science. When the business valuation of a privately-owned company is added to the equation, the level of uncertainty is increased with another notch. The valuations of privately-owned companies are therefore a relevant topic. As unsystematic risk in privately-owned companies is difficult to eliminate or mitigate by diversification, this study sets the goal to determine if the advisory departments of the big four audit, tax and advisory firms in South Africa (Ernst & Young, PwC, KPMG and Deloitte & Touch) consider and incorporate unsystematic risk into valuations of privately-owned companies and if it is taken into account, whether it is done objectively. This study firstly focussed on the literature of privately-owned company valuations. The most frequently used approaches are found to be the market approach and the income approach. The asset approach is used to determine the minimum value of a company (the liquidation value). The topic of unsystematic risk is perceived as very much subjective and therefore receptive of manipulation. The second part of the study uses the mixed method approach to collect empirical data, using survey questionnaires and follow-up interviews (which are based on the literature review). It was found that the preferred valuation approaches used by the participants are indeed the income approach followed by the market approach. It seems that these two approaches are used in conjunction with one another. Incorporating unsystematic risk is done in line with what the literature proposes, but as professional judgement is needed, the process is never entirely objective. Participants tend to agree that the identification and quantification of unsystematic risk are not entirely objective and that it is possible to use unsystematic risk as a device to bring the final results of a valuation in line with the clients‟ objective. This study recommends that a professional valuation body should be formed to regulate valuations in South Africa. This body should set valuation standards. It is furthermore recommended that the asset approach is used as a reasonableness test when going concern companies are valued, and to consider the use of CAPM variants (e.g. modified CAPM, the local CAPM, the Build-up method etc.) and non-CAPM variants (Estrada model and the EHV model) to determine the cost of equity when the income approach is followed, as is suggested by the literature. The practical implication of the study is that the research can be used as starting point by role-players in the valuations sector to open the discussion on the topic formally so that valuation practitioners can engage with one another and work towards a professional valuation body and valuation standards. The limitations of the study are that only top-level employees were used as the representatives of firms and the population only includes the big four audit, advisory and taxation firms. Areas for further research include extending the population to three strata, viz. big four firms, medium-sized firms and small-sized firms. Comparative valuations on a case study can be performed by the different approaches of each stratum using unsystematic risk as the only variable (if themes are identified in strata). Conclusions can be made based on the outcomes of the valuations to determine the impact when different approaches are followed. / Thesis (M.Com. (Management Accountancy))--North-West University, Potchefstroom Campus, 2012.

Concentrated corporate ownership prevails in most countries, so the relationship between controlling shareholders and minority shareholders is an important principle-agent problem. Tunnelling, the transfer of assets and profit for the benefit of controlling owners, is the most important way of expropriating small shareholders. While tunnelling is rampant in emerging economies and even some developed countries, related research lacks convincing evidence. On the other hand, large shareholders sometimes use private funds to prop up firms in financial distress. Although there is plenty of anecdotal and indirect evidence on propping, it lacks direct large-sample examination. This study presents a pooled cross-sectional analysis of 4373 publicly listed companies in China between 2001 and 2004. The analysis not only examines the effects of various variables on the exploitation of related party transactions by controlling owners for tunnelling and propping, and also investigates the effects of tunnelling and propping on firm performance and valuation. The study reveals that the presence of controlling shareholders and higher control rights lead to higher levels of tunnelling. Conversely the existence of other large shareholders reduces the magnitude of tunnelling. In addition, the study shows that pyramidal-controlled firms and firms owned by the State display more incidences of tunnelling. When firms have better investment opportunity, however, their controlling shareholders tend to divert fewer funds for their private gains. It is also found that controlling shareholders offer funds to financially stricken firms under their control. This is the first study that finds direct evidence on the occurrence of propping although not all badly-performing firms are propped up. / While tunnelling negatively affects operating performance and firm valuation, propping has a positive effect on firm valuation. The occurrence and magnitude of tunnelling is greater than that of propping. Propping only occurs to partial firms in financial distress, yet there is no improvement in those firms’ performance. As propping from new controlling owners is more a way of back-door listing, they tend to engage in tunnelling when their control is secure. In short, when legal protection of minority shareholders is weak, controlling owners tend to tunnel for private benefit. Hence policymakers and regulators must recognise that to eliminate widespread expropriation, the establishment of strong corporate governance in well-functioning institutions and strong legal enforcement is important. Lower levels of tunnelling in years 2003 and 2004 justify the positive effect of stringent regulation. Yet, more needs to be undertaken beyond the legal and regulatory level such as an allowance for diversified corporate ownership and the transformation of non-floatable shares to be floated on the exchange to align interests of large and minority shareholders.

Nesta dissertação entende-se Governança Corporativa como um conjunto de práticas empresariais potencialmente relacionadas com o desempenho operacional e o desempenho frente ao mercado de capitais, seguindo estudos que têm sugerido essa relação. A pesquisa se propôs a investigar, no caso das companhias abertas brasileiras, a significância do pertencimento aos segmentos diferenciados de listagem da Bolsa de Valores do Estado de São Paulo (BM&FBOVESPA) sobre os indicadores de resultado operacional das empresas listadas no Brasil, mais especificamente em relação aos retornos sobre ativos (ROA) e sobre patrimônio líquido (ROE), e a outros indicadores lastreados no lucro antes de juros e impostos (EBIT) e no lucro antes de juros, impostos, depreciação e amortização (EBITDA). Empregaram-se, aqui, métodos quantitativos em um modelo de regressão linear. O trabalho teve como referência principal o artigo de Brown e Caylor (Corporate Governance and Firm Operating Performance, 2009). Os resultados foram mistos e inconclusos em termos de significância, ao modelar ROA, ROE e indicadores baseados em EBIT e EBITDA, contra os segmentos de listagem, mesmo empregando variáveis de controle como o valor de mercado, a razão entre o patrimônio líquido e o valor de mercado, e o endividamento das empresas. Recomenda-se, assim, para estudos futuros, aprofundar a análise e a determinação das variáveis de controle, além de buscar atenuar as limitações devidas à endogeneidade e à causalidade reversa, pelo uso de variáveis instrumentais, e pelo emprego de métodos econométricos mais robustos, como equações estruturais. / In this research, we understand corporate governance as a set of corporate practices potentially related to the operational performance and to the capital market performance of the firm, following several studies that have suggested such a relationship. The research intended to investigate whether there is a significant relationship between the listing in BM&FBOVESPA’s higher corporate governance segments, and the operational indicators of listed Brazilian companies, more specifically, return on assets (ROA) and return on equity (ROE), as well as other earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA) related indicators. Quantitative methods – linear regressions – were employed. The main reference for the research was Brown and Caylor’s article (Corporate Governance and Firm Operating Performance, 2009). The results were mixed and not conclusive in terms of significance, when modeling ROA, ROE and the other performance indicators in relation to the listing segments, despite market value, equity divided by market value, and debt to equity ratio as control variables. The study recommends future deeper analyses and selection of control variables, as well as addressing endogeneity and reverse causality limitations through the use of instrumental variables, and more robust econometric models such as structural equations modeling (SEM).

Nesta dissertação entende-se Governança Corporativa como um conjunto de práticas empresariais potencialmente relacionadas com o desempenho operacional e o desempenho frente ao mercado de capitais, seguindo estudos que têm sugerido essa relação. A pesquisa se propôs a investigar, no caso das companhias abertas brasileiras, a significância do pertencimento aos segmentos diferenciados de listagem da Bolsa de Valores do Estado de São Paulo (BM&FBOVESPA) sobre os indicadores de resultado operacional das empresas listadas no Brasil, mais especificamente em relação aos retornos sobre ativos (ROA) e sobre patrimônio líquido (ROE), e a outros indicadores lastreados no lucro antes de juros e impostos (EBIT) e no lucro antes de juros, impostos, depreciação e amortização (EBITDA). Empregaram-se, aqui, métodos quantitativos em um modelo de regressão linear. O trabalho teve como referência principal o artigo de Brown e Caylor (Corporate Governance and Firm Operating Performance, 2009). Os resultados foram mistos e inconclusos em termos de significância, ao modelar ROA, ROE e indicadores baseados em EBIT e EBITDA, contra os segmentos de listagem, mesmo empregando variáveis de controle como o valor de mercado, a razão entre o patrimônio líquido e o valor de mercado, e o endividamento das empresas. Recomenda-se, assim, para estudos futuros, aprofundar a análise e a determinação das variáveis de controle, além de buscar atenuar as limitações devidas à endogeneidade e à causalidade reversa, pelo uso de variáveis instrumentais, e pelo emprego de métodos econométricos mais robustos, como equações estruturais. / In this research, we understand corporate governance as a set of corporate practices potentially related to the operational performance and to the capital market performance of the firm, following several studies that have suggested such a relationship. The research intended to investigate whether there is a significant relationship between the listing in BM&FBOVESPA’s higher corporate governance segments, and the operational indicators of listed Brazilian companies, more specifically, return on assets (ROA) and return on equity (ROE), as well as other earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA) related indicators. Quantitative methods – linear regressions – were employed. The main reference for the research was Brown and Caylor’s article (Corporate Governance and Firm Operating Performance, 2009). The results were mixed and not conclusive in terms of significance, when modeling ROA, ROE and the other performance indicators in relation to the listing segments, despite market value, equity divided by market value, and debt to equity ratio as control variables. The study recommends future deeper analyses and selection of control variables, as well as addressing endogeneity and reverse causality limitations through the use of instrumental variables, and more robust econometric models such as structural equations modeling (SEM).

Bakgrund och Problemdiskussion: En viss oklarhet cirkulerar bland forskare gällande om det är ökade risker som ligger bakom ett större fokus på Risk Management eller om det grundar sig i en ökad försiktighet. Vissa resonemang förs även kring om ambitionen med Risk Management är att uppnå intern förbättring eller om det handlar om att arbeta med det för att det utgör en trend bland företag. Samtidigt menar flertalet forskare att kunskap kring risker är av stor vikt för alla företag. Börsnoterade bolag kan tänkas uppleva ett större externt tryck än andra bolag eftersom de vanligtvis har ett större antal intressenter att ta hänsyn till. På så sätt kan de tänkas uppleva större krav på att hantera sina risker på ett visst sätt. Utifrån ovanstående resonemang kunde en otydlighet identifieras och därmed skapades ett ifrågasättande kring hur och varför börsnoterade bolag arbetar med Risk Management. Syfte: Syftet med denna studie är att bidra med en analys kring hur Risk Management- processen ser ut i svenska börsnoterade bolag, vilka drivkrafter som ligger bakom arbetet med Risk Management och på så sätt förklara varför arbetssättet ser ut på ett visst sätt. Ambitionen är vidare att uppnå förståelse kring om, och isåfall på vilket sätt, relationen mellan bolagen och dess intressenter påverkar arbetet med Risk Management. Intentionen är då att generera en ökad medvetenhet men även ett ifrågasättande kring Risk Management och dess tillämpning. Tillvägagångssätt: Studiens metod utgörs av en kvalitativ intervjustudie där den empiriska informationen samlats in med hjälp av semistrukturerade intervjuer. Slutsats: Ett mönster har identifierats i att hur Risk Management-processen ser ut i bolagen i viss mån beror på vad det är för typ av risk, var i bolaget den uppstår samt vems ansvar den faller under. Även riskens väsentlighet och finansiella påverkan avgör hur arbetsprocessen ser ut. De drivkrafter som kunnat urskiljas bakom arbetet med Risk Management är främst externa tryck från intressenter som måste uppnås för att bibehålla konkurrenskraft. Ägarna utgör en drivkraft till hur bolagen förhåller sig till risk genom att mer eller mindre direkt vara delaktiga i strategiska beslut. De intressenter som mer direkt påverkar hur Risk Management-processen ser ut är företagets kunder, främst gällande operativa risker. Resterande intressenter driver även bolagen i dess riskarbete men ställer främst krav på att risker ska hanteras men däremot inte lika specificerade krav på hur detta ska göras. / Background and Problem discussion: Some uncertainty circulates among researchers regarding if increased risks are the underlying cause for a greater focus on Risk Management or if it is based in an increasing caution among companies. There are also discussions about if the ambition with Risk Management is to achieve internal improvements or if it is about following a trend. Simultaneously some researchers mean that knowledge about risk is of great importance for all companies. Listed companies can experience a greater external pressure than other companies. This, because they in most cases need to take into account a larger number of stakeholders. Therefore, it can be assumed that they are exposed to greater requirements when it comes to their risk approach. Based on the reasoning above, an ambiguity and therefore a questioning regarding how and why listed companies work with Risk Management could be identified. Purpose: The purpose of this study is to contribute with an analysis regarding how the Risk Management process looks in swedish listed companies, driving forces behind the practice of Risk Management and in that way explain why their working methods are in a certain way. The ambition is further to reach an understanding regarding if, and if so in what way, the relationship between the companies and their stakeholders affect their Risk Management. The intention is then to generate an increased understanding but also a questioning regarding the practice of Risk Management. Research method: The research method consists of a qualitative interview study where the empirical data was collected using semi-structured interviews. Conclusion: A pattern has been identified regarding that the Risk Management-process is shaped in a certain way depending on what type of risk that is handled, where in the company it emerge and whose responsibility it is to handle the risk. Also the financial impact the risk has determine how the process looks. The distinguished driving forces behind how the Risk Management-process looks is mainly external pressure from stakeholders that has to be achieved for the company to stay competitive. The shareholders affect thecompanies’ approach to risk since they, direct or indirect, has a possibility to be involved in strategic decisions. The company’s customers are the shareholders that actually has adirect influence in how the Risk Management-process looks, especially regarding operational risks. The remaining stakeholders also drives the companies in their work with risk, although they mainly demands that the risks should be handled and has not equally specific demands for how it should be done, as the customers.