This thesis comprises three empirical studies. These studies can be read as though they are independent. However, all three of them revolve around investigating whether and how characteristics of directors can affect firm-level outcomes. The first study – “Does gender diversity affect firm equity risk?” – systematically investigates whether gender diversity in the boardroom influences firm equity risk. To identify the causal effect of gender on risk, I employ a dynamic model which allows for the possibilities that risk can influence the gender of appointed directors and that both director gender and risk can be influenced by other unobserved firm-level factors. The overall results in this study do not support the view that female boardroom representation influences equity risk. I also show that findings of a negative relationship between the two variables are spurious and driven by unobserved between-firm heterogeneous factors. The second study – “Spillover effects of women on boards” – introduces an alternative way of looking at boardroom gender diversity. The definition of boardroom gender diversity is broadened to include female directors who do not sit on the board but are connected to the board through male directors or “external” female influence. This is in addition to the “internal” influence of female directors inside the board. I find that when both external and internal influences of female directors are considered, there is evidence supporting a link between gender diversity and firm risk and that a plausible channel by which gender affects risk is through more effective monitoring. Male directors are less likely to exhibit absenteeism when they are exposed to both external and internal female influence. CEO turnover sensitivity increases with the proportion of male directors who are externally connected to women, when there is at least one female director inside the board. Risk also increases with the proportion of these connected men when they work on a board with at least one woman. The findings suggests that female directors can exert influence on firm-level outcomes despite their minority status in the boardroom. The third study – “Independent director reputation incentives and stock price informativeness” – examines whether the reputation incentives of independent directors increase the incorporation of firm-specific information into stock prices. I find that the proportion of directors who deem their directorships to be more important based on firm market capitalization is associated with higher firm-specific information content in stock prices. This is consistent with the argument that boards that are incentivized to protect their reputation can deter managers from withholding information. I find this relation to be stronger when other external monitoring mechanisms are weak and when there is uncertainty regarding the future prospects of the firm. I also find evidence that a channel by which directors can influence stock price informativeness is through voluntary disclosure. Additionally, the presence of directors with high reputation incentives is negatively associated with stock price crash.

As evident from recent changes in NYSE and Nasdaq listing requirements, board independence is considered an important constituent of firms?? corporate governance structures. However, the empirical evidence regarding the impact of board structure on firm performance is mixed. Since firms employ a variety of governance mechanism to control agency problems, the significance of board independence may depend upon the strengths of other governance mechanisms. I study the importance of board independence from the viewpoint of an investor by examining the market reaction to board member resignation announcements. I then examine this market reaction in the context of each firm??s existing governance structure and business environment. I find that investors react more negatively when an outside director resigns from the board than when an inside or gray director resigns. More importantly, I find that investor reaction to outside director resignation is less negative when insider or non-affiliated blockholder stock ownership is high. This evidence suggests that board independence and insider ownership and non-affiliated blockholder ownership may serve as substitutes. Furthermore, the evidence indicates that firms may require higher board oversight when a large part of managerial compensation is based on stock incentives. This finding suggests that overly high levels of stock-based managerial compensation may exacerbate agency problems. Taken together, these results have important implications for choosing an effective set of governance mechanisms that may work independently or in combination with each other to mitigate the agency cost of equity.

The role of boards in strategic goal setting and, in particular, the level of board involvement in strategic goal setting has not been extensively researched, primarily because of the difficulty of gaining access to empirical data. Therefore, boards of directors of companies listed on the Alternative Exchange (AltX) of the Johannesburg Stock Exchange (JSE) were targeted for this research by means of a survey questionnaire administered via email. The aim of the research was firstly to understand the level of board involvement in strategic goal setting, secondly to establish the common strategic goals set by AltX companies and how often these goals are reviewed, thirdly to determine whether there is a relationship between independent variables such as organisational size, board size and number of non-executive directors and the level of board involvement, and finally to determine whether the level of board involvement varies between executive and non-executive directors. The research found that the level of board involvement was at mid-level being ‘sometimes involved’ while the board’s involvement is significantly lower in strategic goal formation processes. The most common goal was found to be EBITDA (earnings before interest, taxes, depreciation and amortisation) with Cost being the strategic goal most frequently reviewed. No statistically significant correlation was established between the independent variables and the level of board involvement in strategic goal setting. Finally, non-executive directors prefer to take on more of an ‘agency’ role by not becoming involved in ‘prescribing’ strategy. / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

Remuneration of members of the governing bodies of joint stock companies from a comparative perspective The purpose of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies in comparative perpective. This thesis deals with comparison of Czech and English jurisdiction. The topic is a highly relevant with regard to events of financial crisis 2008. The thesis primarily devotes its attention to the law contained in the Act on Business Corporation however it also takes into account the Commercial Code. Introductory part of the thesis outlines theoretical background of remuneration. It is followed by chapter describing concept of remuneration and introducing specific types of remuneration. Third part analyzes Czech law on remuneration of boards of directors contained in Act on Business Corporations and it is divided according individual titles that give rise to right on remuneration. In the last part of the thesis author describes English company law. Key words: remuneration, board of directors, comparison

In the modern enterprises, the capital structures are made up by the specific or the non-specific populace sources. In the separation of management rights and ownership, their common interests may not be the same, so the agency problems are arising. In recent years, the public has serious doubts about unreasonable compensation of directors with higher ranks. The study samples are companies listed in Taiwan Stock Exchange from 2005 to 2007, but excluding banks and insurance companies. This study investigates the relationship between corporate governance and earnings management. The corporate governance variables include director stock ownership, the pledged share ratio of directors, chairman of the board as general manager, percent of independent directors on the board, the average compensation of directors, foreign investors¡¦ ownership, and institutional ownership in the firm. The empirical results show that chairman of the board as general manager who has significant influence on earnings management in the whole industry, electronic industry, and non-electronic industry; the average compensation of directors with higher ranks have significant influence on earnings management in the whole industry and non-electronic industry. In different industries, some empirical results support the hypotheses while other hypotheses do not hold. Thus, this research study has believed that the interconnection between the corporate governance variables and earning management will be affected by characteristics of certain industries. In addition, this research study has also found that there are no direct relationships between corporate governance and earnings management. Hence, the corporate governance in Taiwan is still considered not long enough and can not become an independent factor to affect earnings management inhibition of behavior. Therefore, certain parts of hypotheses will not establish.

Master-Arbeit Univ. St. Gallen, 2006.

Master-Arbeit Univ. St. Gallen, 2007.

Corporate Governance and in particular, the role of the board of directors, have been placed at the centre of attention due to the recent well-publicized corporate scandals (Adams, Hermalin,&Weisbach, 2009). In South Africa, both the King II and recently published King III reports emphasise the importance of the board of directors, as being the crucial aspect of the South African corporate governance system (Institute of Directors, Southern Africa, 2002, 2009).The aim of this study was to determine the relationship between corporate governance and company performance. This was achieved by defining six specific characteristics of the board of directors in relation to corporate governance (independent variables of board independence, CEO-Chairman duality, staggered boards, board size and the presence and composition of the board remuneration committee), as well as identifying five company performance measures (dependent variables of net profit margin, return on equity, return on assets, share price and dividend payout).In reviewing the available literature, it was found that there is a lack of an appropriate and publicly available corporate governance measurement tool in South Africa. The Delphi technique was used to garner the views of four experts in the corporate governance field, in order to obtain their views as to what constitutes the research selected independent variables. The emergent themes from these interviews guided the measurement of these board variables and empirical testing against the selected company performance measures using the 21 Consumer Goods Companies listed on the Johannesburg Stock Exchange with published financial statements over the time period commencing on 01 January 2006 and ending on 31 December 2010.The overall results of this study indicate that the vast majority of board selected variables relating to corporate governance had a positive relationship with company performance. Of the six independent variables selected for testing, board independence, board size and composition of the board remuneration committee were found to have statistically significant relationships with the dependent variables of company performance, while the presence of a board remuneration committee indicated a moderate relationship (with only return on assets and net profit margin indicating a significant relationship) and staggered boards revealed no statistical significant difference.The relationship between CEO-Chairman duality and company performance could not be assessed, due to the sector data set revealing only one instance in which this duality existed. / Dissertation (MBA)--University of Pretoria, 2013. / Gordon Institute of Business Science (GIBS) / unrestricted

In Essay 1, we examine the departure of independent directors among 525 Taiwanese publicly listed firms with independent directors on the board between 2002 and 2006. We find that the accounting restatements is positively associated with the number (and the rate) of departures in the firm. This result implies that deteriorating financial reporting quality is related to the departures, which is consistent with Srinivasan's (2005) finding among the U.S. firms. We also find the number (and the rate) of departures is positively associated with shares owned by controlling families. Our findings support the independent directors’ role for intense monitoring based on agency theory. The results also support Anderson and Reeb’s (2004) result based opinion that that independent directors can protect minority shareholders’ interest by hindering dominant or family shareholders’ opportunistic or expropriation behaviors. In essay 2, we examine if there are significant associations between firm performance and (1) directors’ shareholdings, (2) directors’ family shareholdings, and (3) independent directors’ career affiliations in 2,164 Taiwanese publicly listed firms between 2002 and 2006. After addressing for possible endogeneity and controlling for firm specific variables, we find a positive association between CEO’s shareholding and firm performance. Consistent with agency theory and incentive effect, this result indicates that CEOs have control over firms’ operation and have incentive to maximize firms’ value. Also, we find a negative association between firm performance and non-executive directors’ shareholdings. This result, which is consistent with the entrenchment effect, implies that the possibility of expropriating minority shareholders’ interest may increase with shares owned by non-executive directors. However, we find that the non-executive directors’ family shareholding is positively related to firm performance, which implies that non-executive directors may be motivated by their family members to improve firm value. The results also imply that the majority-minority agency problem (Villalonga and Amit, 2006) can be reduced when director’s family welfare is at stake. In addition, consistent with skill matching theory (Jovanovic, 1979), we find a positive association between independent director’s career affiliation of executive officer and firm performance, which implies that independent directors who are executives are likely to improve firm performance.

This dissertation presents the results of three experimental research studies investigating factors within the executive compensation process and the effects these factors have on the pay-for-performance paradigm. The first study examines the influence of individual anchoring and the effects of private versus public decisions upon compensation awards by subjects role-playing as either an outside CEO or a non-CEO director. Research results show that subjects anchor to personal pay levels, CEO subjects shield the focal CEO from declining compensation when performance is below average, and that this phenomenon is mitigated when the individual director-subject decision is deemed to be made public. The shielding of compensation is consistent with Social Comparison Theory in that the CEO-subjects identify to and protect the CEO by limiting negative compensation awards of the CEO, and thus, representing an agency cost. The second study examines affect as an influencing factor on individual decision makers in the compensation setting process. Results are consistent with Prospect Theory in that, in the absence of a tangible payoff, personal affect is the outcome monitored and used by individuals in the decision process in the determination of a gain or loss. Using personal pay and personal performance as anchors for subjects role-playing as directors on the compensation committee, results indicate that subjects make decisions to maximize (minimize) positive (negative) affect in compensation awards to the focal CEO. The findings suggest that although individual anchors may interact and add to the complexity of the decision process, the outcomes are consistent with Prospect Theory. The third study examines group decision making as compared to individual decisions when making compensation awards. Results show that in a committee of individuals where a majority of beliefs is present, group polarization occurs and the compensation results are exaggerated as compared to the individual beliefs. The findings also suggest, though, that the appointment of a leader as chair of the committee, either in the majority or minority view, has a moderating effect on the group outcome. These results highlight the potential for agency costs in the group decision process that may be found in the executive compensation-setting environment. Overall, these results add to the knowledge of factors affecting executive compensation. These studies provide evidence that individual anchors, individual performance, individual affect, and the group decision process may add to agency costs and be contributing factors in the imperfection of the pay-for-performance paradigm. / Ph. D.