Board involvement in Information Technology (IT) governance and the antecedents and consequences of such involvement are examined from both a theoretical and practical perspective. Practitioner and academic IT governance literature highlight the need for increased board involvement in IT governance; however, it seems that many corporate boards do not practice a formalized style of IT governance, while those that do, face significant challenges. A gap clearly is seen as in spite of the potential benefits of board IT governance and the costs of ineffective oversight, there has been little field-based research in this area, nor adequate application of theory. This research addresses this gap by developing and testing an exploratory multi-theoretic framework of board IT governance. Drawing upon strategic choice and institutional theories, and Ashby’s Law of Requisite Variety, a model of the antecedents (organization factors and board attributes) of board IT governance and its consequences (financial performance and operational performance) is both developed and tested. Unlike previous studies, board IT governance is designated as a central construct in this model rather than a secondary factor. Constructs of board IT governance and IT competency are explored and multi-item measures for both constructs are developed. Board IT governance is conceptualized as the extent of offensive and defensive board oversight activities, while IT competency is conceptualized as the extent of IT expertise (IT knowledge, experience and training) and IT governance mechanisms (structures, processes and relational mechanisms). Detailed interviews with board members enabled a preliminary examination of the theoretical framework. To further test the propositions in the theoretical framework and to validate the measures for the board IT governance and IT competency constructs, an online survey was administered to corporate directors across Canada. Exploratory Factor Analysis and Ordinary Least Squares multiple regression were used to analyze responses from 188 directors. The board IT governance and IT competency constructs were well supported by the data. In addition, the results show that the organizational factors explain 28% of the variance in board IT governance, and that board attributes explain 39% more of the variance, for a total explained variance in board IT governance of approximately 68%. The results also show that board IT governance has a positive impact on operational performance, explaining 19% of the variance in operational performance. However, the proposed impact of board IT governance on financial performance, and the impacts of ‘fit’ between role of IT and board IT governance approach on financial and operational performance were not supported by the survey results. Overall, this research makes a theoretical contribution by: focusing on the board’s role in IT governance; developing a multi-theoretical model of the antecedents and consequences of board IT governance; developing measures of board IT governance and board IT competency, and; empirically assessing the antecedents and consequences of board IT governance.

Current research in corporate governance focuses primarily upon minimization of agency costs in the shareholder-management relationship. In this dissertation, I examine a complimentary perspective based upon stewardship theory. The model developed herein leverages past research on socioemotional wealth to identify CEO attributes associated with stewardship behavior. I examine whether these attributes lead to positive firm performance. Moreover, I examine how family ownership and board of director characteristics influences the CEO stewardship – firm performance relationship. A 3-year unbalanced panel dataset using 268 S&P 1500 firms is analyzed using generalized least squares regression. All covariates lag the dependent variable by 1-year; constructs are included to control for popular agency prescriptions used to monitor, control, and incentivize executives. I find no relationship between the hypothesized constructs related to CEO stewardship (board memberships, organizational identity, and board tenure) and firm performance (Tobin’s Q). However, results reveal family ownership positively moderates the relationship between the quantity of CEO board memberships and firm performance. Additionally, the presence of affiliated directors and community influential directors positively moderates the CEO board memberships-firm performance relationship. The presence of community influential directors also positively moderates the relationship between CEO organizational identity and firm performance. Results from this dissertation provide moderate support for stewardship theory as a compliment to agency theory in corporate governance literature. There is evidence that family ownership and board of director attributes strengthen the relationship between those CEO stewardship constructs and firm performance. However, lack of a direct relationship between the CEO stewardship constructs and firm performance suggest a need more fine-grained constructs that measure stewardship. A substantial amount of research exists in corporate governance using the principal-agent model. The research herein extends this research by using stewardship theory to compliment the dominant agency model. I hope this research encourages scholars to take an integrative approach by (1) taking a renewed look at alternate theories of corporate governance such as stewardship theory, and (2) continue work that focuses upon firm performance maximization through CEO stewardship as well as agency loss mitigation through monitoring and control of the CEO.

This paper tests the relationship between ownership/leadership structures and stock returns for firms listed in Taiwan. A ¡§Governance Index¡¨ is built based on four different aspects of the company¡¦s governance structure: 1.) CEO duality, 2.) Size of the board of directors, 3.) Managements¡¦ shareholdings and 4.) Block shareholders¡¦ holding. This index is used as a proxy measure of the effectiveness of corporate governance mechanism. I show that firms identified by the governance index as under sounding governance outperform those under poor governance. The results indicate that the corporate governance index built in this study is a valid measure in evaluating the effectiveness of corporate governance of firms in Taiwan. I demonstrate one additional application of the governance index constructed in this dissertation by showing that firms (identified by the governance index) with strong corporate governance mechanism effectively constrain the propensity of managers to engage in earnings management and improve the quality of reported earnings. Corporate governance is an effective monitoring device of the quality of financial reporting. Firms with poor governance structure are more likely to avoid reporting small losses by reporting small positive earnings. Furthermore, the magnitude of abnormal accruals is significantly related to governance level. Firms with weak corporate governance structures are more likely to use discretionary accruals to raise reported earnings.

This study examines small business owners at small firms in Västerbotten’s perception on board composition, board diversity and the role of the board together with its impact on firm performance. We were interested in knowing what kind of characteristics these firms are looking for in their board composition and explore their attitudes towards their choice ofinside or outside directors, and also the impact of homogeneity and heterogeneity in theboard. Further, we wanted to examine the general role of the board in small firms and get insight on whether the small business owners believe this had any impact on firm performance or not. The subject of board of directors can be found within the field of corporate governance, in which it has a central role. Existing literature on the subject left a gap of knowledge on board of directors in small firms, from which the opportunity of research was found. Since a vast amount of firms on the Swedish market are small firms, this subject is of significant meaning for understanding and gaining insight into how small business owners in these firms view the board of directors. To get a deeper view into the subject we explored if any differences were detectable between three different industries, and the selected industries were; IT, transportation and construction. This qualitative study was conducted by using a semi-structured interview technique. The objectives of having a qualitative study was to obtain in-depth understandings and perceptions from the participants in order to answer our research questions; What kind of characteristics are small business owners looking for when selecting new board members, what type of different resources can different types of directors bring, and what impact do small business owners believe this has on firms’ performance? The findings from this study revealed that small business owners at small firms in Västerbotten did not value and use the board in the same extent as larger firms had been found to do in other empirical studies. However, indications were found among our sample that small firms in the IT industry uses their boards in another way than other firms do. Moreover, it was of common occurrence that small firms only have one singe director on their boards both due to that they have a board solely due to legal reasons and also due to that the owners, which is also the directors in these firms, does not want to reduce their level of control over the firm. Overall, the impression from the participants’ perceptions and views were that the board was not used in the way it could be and that for many small firms the costof recruiting more directors is too high.

CEO duality has been the subject of debate for over twenty years and shows no signs of abating. With conflicting theoretical and empirical evidence underpinning the debate the practice has fluctuated, investor perception of board leadership structure has altered, international regulation has reacted, scholarly conceptualizations of duality have become overly complex, and the need to understand duality and conclude the debate has increased. This thesis explores duality in listed corporations and aims to form an appropriate solution to end the dichotomy. My solution requires one to confront misunderstandings which have led to a traditional insistence towards structural reform and prolonged the contentious debate, and recognize an underlying contention which needs to be resolved to bring finality to the debate. I argue finality is possible if a process oriented approach is adopted and corporations recognize the need to be technically equipped to deal with leadership structures in the modern corporate arena.

CEO duality has been the subject of debate for over twenty years and shows no signs of abating. With conflicting theoretical and empirical evidence underpinning the debate the practice has fluctuated, investor perception of board leadership structure has altered, international regulation has reacted, scholarly conceptualizations of duality have become overly complex, and the need to understand duality and conclude the debate has increased. This thesis explores duality in listed corporations and aims to form an appropriate solution to end the dichotomy. My solution requires one to confront misunderstandings which have led to a traditional insistence towards structural reform and prolonged the contentious debate, and recognize an underlying contention which needs to be resolved to bring finality to the debate. I argue finality is possible if a process oriented approach is adopted and corporations recognize the need to be technically equipped to deal with leadership structures in the modern corporate arena.

An analysis of company law may allow us to abandon a perception that company law is impartial to the political context in which it is applied. This paper argues that state protectionism is reflected in the design of company law. Specifically, states may confer public functions to board of directors through their duties and authorities; in turn, directors’ functions may become barriers to foreign investments. To illustrate this argument, focus is placed on the duties of Canadian corporate directors and how their functions affect foreign direct investment in Canada. It demonstrates that the public function conferred to corporate directors echoes the State’s policy and regulations governing foreign investment. As a consequence to the redundancy of the public interest rationalization and the lack of political will to affect real market openness, unnecessary barriers are being placed for market access which may ultimately render Canada less attractive for foreign investors.

An analysis of company law may allow us to abandon a perception that company law is impartial to the political context in which it is applied. This paper argues that state protectionism is reflected in the design of company law. Specifically, states may confer public functions to board of directors through their duties and authorities; in turn, directors’ functions may become barriers to foreign investments. To illustrate this argument, focus is placed on the duties of Canadian corporate directors and how their functions affect foreign direct investment in Canada. It demonstrates that the public function conferred to corporate directors echoes the State’s policy and regulations governing foreign investment. As a consequence to the redundancy of the public interest rationalization and the lack of political will to affect real market openness, unnecessary barriers are being placed for market access which may ultimately render Canada less attractive for foreign investors.

Thesis first defines the term risk and risk management. Subsequently it sort number of risks according the needs of financial sector. It's dealing with particular phases of risk management, outlines tools and principles of corporate governance and explains internal control. It analyses the role of board of directors and various committees, their tasks and responsibilities. Sequentially it describes organizational structure of particular companies, introduces roles and responsibilities particular committees and summarizes mutual comparison of those companies.

As a CEO assumes an important role in an organization, his or her personality, with emphasis on arrogance, may affect a multitude of board members’ attitudes. This study gauges the effect of CEO arrogance on board members’ attitudes, which includes the engagement; cohesiveness; collaboration; job satisfaction; consensual decision making and desirability of the CEO. This investigation drew from existing literature that personality traits affect a leaders’ effectiveness in terms of group performance and followers’ satisfaction (Avolio, Gardner, Walumbwa, Luthans&May, 2004). Through experimental design, actual board meetings were simulated and CEO arrogance was manipulated, mainly by adapting the indicators from the Arrogance Scale in the Workplace developed by Johnson et al. (2010). Experiments were conducted in samples of MBA students and senior management consultants of roughly similar demographics. The findings confirmed that CEO arrogance has a detrimental effect on all the board members’ attitude. Arrogance accounted for almost 60 per cent of the board members’ attitudes ratings. This study is confirms that an arrogant CEO negatively affects the board member dynamics which are essential in maintaining an effective board. This urges the organizations to acquire non-arrogant CEOs to improve the organisation’s productivity. Alternatively, an organization can consider alternatives to dilute a CEO’s arrogance. / Dissertation (MBA)--University of Pretoria, 2012. / Gordon Institute of Business Science (GIBS) / unrestricted