Corporate governance has become an increasingly topical issue in recent years. This has been fuelled by such corporate collapses as Enron, Worldcom, Parmalat, One.Tel and HIH. The role and responsibility of the board and directors has emerged as an important issue in examining the cause of these collapses. This has created much debate on what the role of the directors is in 'directing', 'monitoring' or 'advising' a company. Research indicates that investors are prepared to a pay a premium for good governance. This raises a number of questions. What is governance? How do we determine what is good governance? What role do directors have in this? Does the company's performance improve by adopting good governance practices? There are numerous approaches to examining what makes a good board. Quantitative techniques have included the use of such measurable concepts as the number of executive and non-executive directors, directors' skill base (for example, accountancy, marketing etc) and frequency of meetings attended. Researchers have also attempted to measure board performance and effectiveness by using indicators such as share values and shareholder returns. There is a lack of qualitative research in board behaviour and effectiveness. This exploratory study adopts a qualitative approach in order to provide richer data. It uses interviews to evaluate directors' views on some aspects of corporate governance, specifically in relation to the executive and non-executive director debate. The interviews were conducted with 11 directors from a variety of organizations in the forprofit and not-for-profit sectors. Two major themes have emerged from the analysis of the interviews. Firstly, directors are traditionally considered to be responsible for maximising shareholder wealth. However, directors are now expected to broaden their responsibilities to include other stakeholders and to consider social and environmental issues in making their decisions. The findings indicate that it is now more demanding to be a director due to increased workloads arising from the regulatory and legal requirements. This has also impacted on director and board evaluations, multiple directorships and directors remuneration levels. The second major theme that emerged from this study is that directors' personal experiences did not necessarily concur with governance principles and guidelines. For example, the widely recommended method of achieving 'best practice' by having a majority of non-executive directors on a board is considered too simplistic. Further studies are required on the behavioural and personality traits, technical skills of the directors, board structure, composition and type of organization which make the best contribution to achieving boardroom effectiveness.

Bakgrund: Samhället behöver ledare inom många olika områden för att utvecklas och förändras. Dessa personer har visat sig ha gemensamma beteenden så som att sätta tydliga mål, finna ett inre syfte och ha passion i det som de gör. Då alla handlingar som utförs av en människa drivs av ett motiv är det intressant att studera vad som motiverar dessa personer. Denna studie har avgränsats till att studera verkställande direktörer. Syfte: Syftet med denna studie är att förstå hur svenska verkställande direktörer beskriver sin motivation utifrån sitt eget perspektiv och således bidra till ökad förståelse för vad som motiverar dessa. Genomförande: Studien är en kvalitativ flerfallstudie med en induktiv forskningsansats. Det empiriska materialet i denna studie är insamlad genom semistrukturerade intervjuer med fyra stycken verkställande direktörer i Sverige. Resultat: Resultatet av denna studie visar att de faktorer som motiverar de verkställande direktörerna, utifrån deras eget perspektiv, varierar. Studien visar tydligt att de verkställande direktörerna främst motiveras av någonting “extra” i deras arbete. Samtliga verkställande direktörer nämnde var för sig att de motiveras starkt av deras respektive företag, utveckling och förändring. / Background: The society need leaders in many different areas to be able to develop and change. These individuals have some common behaviour, such as setting clear goals, finding an inner purpose and having passion for what they do. Since all action by a human being are driven by a motive, it is interesting to study what motivates these people. This essay has been limited to study CEOs. Purpose: The purpose of this study is to understand how Swedish CEOs describe their motivation from their own perspective and contribute to increased understanding of what motivates them. Design: This study is a qualitative multi-case study with an inductive research approach. The empirical material in this study is collected through semi-structured interviews with four different executive directors in Sweden. Conclusion: The result of this study shows that the motivating factors varies between the CEOs. The CEOs are mainly motivated by something “extra” in their work. All of the CEOs separately mentioned that they are strongly motivated by their companies, by development and by change.

This thesis explores board nationality diversity, focusing on foreign non-executive directors and their relationship with CEO compensation, firm performance, and crash risk for a sample of UK firms from 2002 to 2015. First, we examine the changes in board composition over the years and find an increase in foreign non-executive directors and in the number of foreign CEOs managing UK firms. We discover boards have become smaller, more independent and CEOs occupying dual roles have considerably reduced. Next, we analyse the relationship between foreign non executive directors and CEO compensation and note that firms with more foreign non executive directors pay less to their CEO. Moreover, European and other international non-executive directors are particularly effective at limiting CEO compensation. Then we examine the impact of foreign non-executive directors on firm performance and show that foreign non-executive directors positively impact firm value. CEO and executive directors’ equity-like compensation and share ownership also positively influences firm performance. Our findings suggest that European and American non executive directors are more effective in improving corporate performance. Finally, we analyse the relationship between foreign non-executive directors, CEO compensation and crash risk. Foreign non-executive directors monitor the board and mitigate the impact of CEO equity-linked pay on stock price crash risk. Our analysis reveals that leverage increases crash risk, but that foreign non-executive directors, of high leverage firms lower crash risk. Overall, foreign non-executive directors serve as effective monitors and advisors to moderate executive pay, improve firm performance and reduce stock price crash risk.

Business Management / D. B. L.

Business Management / D. B. L.

The corporate governance set-up in South Africa has undergone fundamental changes during the past decade, with the country today being responsive to most corporate governance issues. South Africa should be complimented for its King Code on Corporate Governance, the Companies Act and Johannesburg Securities Exchange Listing Requirements which have significantly strengthened the country’s corporate governance framework. These legal instruments have been influential in limiting directors’ powers and regulating the way directors are remunerated as a way of achieving good corporate governance. The research discusses the South African corporate governance framework with particular focus on the legal and regulatory framework that seeks to regulate directors’ powers and remuneration. An evaluation of the extent to which the legal and regulatory framework restrains directors’ powers and curbs excessive remuneration is undertaken. Recommendations are then provided on how the existing framework can be improved to adequately and effectively regulate directors’ powers and remuneration so as to achieve good corporate governance. / Mercantile Law / LL.M.

Thesis (MBA)--University of Stellenbosch, 2011. / This study investigates the independence of non-executive directors serving on the boards of the Top 40 companies listed on the JSE based on information collected from the companies‘ annual reports. It examines the definition of an independent non-executive director and analyses whether the directors of the Top 40 companies comply with the definition of the independent non-executive directors as set out in the King III Report. The third King Report on Governance for South Africa also known as King III Report was developed in response to the Companies Act of 2008 and the global financial crisis where the boards of directors were accused of not providing the required oversight in companies. Governments and regulatory bodies around the world were calling for the reform of laws and corporate governance codes to prevent occurrences such as the financial crisis and other corporate governance scandals. The new Companies Act mainly focuses on the duties and responsibilities of directors and their performance obligation. The King III report incorporated the amendments to the new Companies Act to ensure that companies are in line with best practice in corporate governance and that they comply with the law in terms of the Companies Act. The King code focuses on the role of non-executive directors with emphasis on the independence of directors because the role of directors is seen to be pivotal to good corporate governance. The findings of the study show that the majority of the companies analysed comply with the definition of an independent director as outlined in the King III Report. However, there is evidence that some companies are not yet compliant in terms of the disclosure of information concerning the tenure of directors as well as the number of directorships. The non-disclosure of information pertaining to the tenure and number of directorships held by some directors makes it difficult to assess whether the directors are fully compliant or not. There is also evidence that suggests that the majority of the boards do not assess directors‘ independence for those directors who have served on the board for more than nine years. Therefore, the majority of companies do not include a review of the independence of directors. Best practice stipulates that there be an assessment of the directors‘ independence when extending the directors‘ tenure beyond the given nine-year period. The study recommends that the King Report should be decisive on issues such as the number of directorships and that it should provide guidelines for the number of directorships that directors can hold. The study shows that some of the directors in the Top 40 companies listed on the JSE currently hold too many directorships and that there is a need for more clarity in this regard. 62 Pages. .

The corporate governance set-up in South Africa has undergone fundamental changes during the past decade, with the country today being responsive to most corporate governance issues. South Africa should be complimented for its King Code on Corporate Governance, the Companies Act and Johannesburg Securities Exchange Listing Requirements which have significantly strengthened the country’s corporate governance framework. These legal instruments have been influential in limiting directors’ powers and regulating the way directors are remunerated as a way of achieving good corporate governance. The research discusses the South African corporate governance framework with particular focus on the legal and regulatory framework that seeks to regulate directors’ powers and remuneration. An evaluation of the extent to which the legal and regulatory framework restrains directors’ powers and curbs excessive remuneration is undertaken. Recommendations are then provided on how the existing framework can be improved to adequately and effectively regulate directors’ powers and remuneration so as to achieve good corporate governance. / Mercantile Law / LL.M.

This thesis examines the perceived importance by two-tiered management of Cooperative Research Centres (CRCs) for managing a range of intellectual property issues. Fifty survey items are presented to the executive directors and commercialization managers of 62 CRCs. The survey items are categorized under four themes: relationships with collaborators, project management; design and implementation of agreements; and specific licensing issues. An analysis of the data, using a series of independent samples t-tests, repeated measures t-tests, chi-square tests for independence or relatedness and goodness of fit, shows a range of results. There are significant differences between executive directors and commercialization managers on a number of issues. There are particular emphases or trends about certain issues for the whole sample of managers. These findings are compared with text analyses of 23 CRC strategic planning documents. This is done in order to explore any similarity, difference or nuance between what the managers say in response to the survey items, compared with what is stated in the codified policies of the CRCs. While there is a high degree of consistency among certain themes between the two sets of findings, the overall analysis points to the need for the CRCs to have a better understanding and practice of commercialization opportunities, especially through the involvement of third party commercial interests. It is argued that accommodating third party commercialization interests involves the application of an important knowledge economy principle that has an important bearing on the future economic viability and competitiveness of the CRCs.