The focus of this paper is to explore the recruitment process for board members, and board member choices in family firms in Sweden. It was found that the board member re- cruitment process is a field with low amount of research. This is the main argument upon the construction of this study. Previous research also argue that most family businesses are small, which increase the likelihood of finding firms without an active board, or with low professionalism in the board. Through a case study, four Swedish family firms were interviewed in order to identify the board composition, board governance and board recruitment process at these firms. The firms represent different sizes, sectors, and stages of growth, being a small company with two employees and SEK 1.7m annual revenue, to a large company with 1200 employees and SEK 8bn annual revenue. These companies were then analysed through both the agency theory, and the stewardship theory, using previous research as foundation and sup- port. The findings show that the most desired board member characteristic are knowledge within the sector the firm is operating in, as well as trustworthiness. All of the interviewed com- panies saw their board as more of a function to advise the family, rather than to monitor the managers, and having extensive knowledge from the sector is of relevance when giving advice. The members of these boards were recruited using the networks of the CEO, or us- ing consultancy firms to help finding potential members. Lack of trust was identified as a potential issue in board member recruitment, as the member will gain access to valuable in- formation. This led to the obstacle of letting external members in on the board. This ob- stacle, however, is recommended to be overseen as all CEO’s that were interviewed em- phasized the benefits of recruiting external members to the board, arguing that the benefits of having external members in the board outweighs the potential costs.

Corporate governance is a highly discussed topic in financial circles. Recent corporate failures have triggered regulatory reforms where the internal audit was given a stronger position. However, this regulatory evolution also brought challenges to internal audit activity. The growing demands and pressure from stakeholders have placed internal auditors in a difficult position of having to serve several stakeholders and sometimes inconsistent ones with different agendas. That is why the aim of this thesis was to examine how regulations have impacted the internal audit within financial institutions with a special focus on internal auditors’ relations with their stakeholders. In order to achieve the aims of this study, qualitative interviews were conducted as they were considered most suitable in order to uncover a deeper meaning and significance regarding the topic. The findings in this study indicate that internal auditing activity within financial institutions faces a multitude of challenges. Beyond having to deal with traditional duties, these institutions now have to incorporate mandatory audits from regulators within their scope of practise as well. This steers them in a direction where they have to satisfy the needs of yet another stakeholder.

"Mémoire présenté à la Faculté des études supérieures En vue de l'obtention du grade de Maître en droit (LL.M.)" / This thesis aims to consider the debates in the field of corporate governance in the fact that there have been and will be dramatic changes in the structure of corporate activities, such as the nature of work and the organization of corporations, as well as the influences of reforms in the financial reforms. Moreover, the emergence of institutional investment in the financial markets, the process of globalization and the development of electronic commerce have the influences on the corporate governance both in Canada and in China. There is an immense magnitude of discussion on various aspects of corporate governance in the academic field. This thesis will focus on comparing two rather distinctive systems of corporate governance, with respect to three specific aspects of the corporate governance. Those are: the board of directors, the role of shareholders, the roles of banks and investors in the two countries, also the reforms in China. Moreover, the convergence of the two corporate governance systems is introduced. / Le présent mémoire vise à faire enquête sur de tels débats dans le domaine de gouvernance des sociétés pour le fait qu'il y a ou aura de changements dramatiques dans la structure des activités des sociétés, par exemple, la nature de travail et l'organisation des corporations, ainsi que les influences des réformes financières. De plus, l'émergence de l'investissement institutionnel dans Ie marché financier, la progression de globalisation et le developpement du commerce électronique ont d'influence sur gouvernance des sociétés tant au Canada qu'en Chine. II y a une magnitude immense de discussion sur les aspects variés de gouvernance des sociétés dans le domaine académique. Ce mémoire présente une étude de comparaison détaillée sur les deux systèmes différents de gouvernance des sociétés concernant trois aspects spéciaux de gouvernance des sociétés, y compris le conseil d'administration, les rôles des banques et les investisseurs dans les deux États, ainsi que les réformes en Chine, de plus, la convergence des deux systèmes de gouvernance des sociétés est introduite.

Corporations have the choice of expensing (using the fair value method), or non-expensing (using the intrinsic value method and provide pro forma disclosure in financial statement footnotes) of employee stock options. The current study examines how corporate governance factors affect such choices. Prior studies (Xie et al. 2003; Klein 2002; Peasnell et al. 2000) have indicated that certain corporate governance factors have an impact on corporate accounting behavior, including earnings management. Based on the assumption that expensing employee stock options is a good practice of accounting that improves earnings quality, it is hypothesized that these corporate governance factors would affect companies' option expensing decisions, in ways similar to how they affect companies' other earnings management choices.A series of hypotheses relating to specific corporate governance factors are developed. These corporate governance factors include: Board independence (percentage of independent directors on the board, CEO/board chairman split, and tenure of independent directors), board expertise (governance expertise and financial expertise), board diligence, board ownership, board size, CEO tenure, and internal blockholders (cumulative ownership percentage of internal blockholders, and whether the largest blockholder is the CEO). A sample of firms that elected to expense employee stock options up to early September 2003 is identified from the report of Bear, Stearns & Co., Inc. (2003), and a control sample of non-expensing firms is selected based on certain matching principles. The final sample consists of 235 expensing firms and 235 matched control firms, 470 firms in total.A logit regression is conducted. The dependent variable is companies' decisions on whether or not to expense employee stock options. The independent variables are corporate governance factors and control variables. Regression results indicate that the following corporate governance factors have statistically significant impact on option expensing decisions in the directions predicted: finance expertise, board diligence, and whether the CEO is the largest blockholder. Regression results indicate a statistically significant impact on option expensing decisions, which is in the opposite direction than predicted, for the cumulative ownership percentage of internal blockholders. The impacts of all other corporate governance factors are statistically insignificant.

Research report presented to SBL, Unisa, Midrand. / The purpose of this research is to investigate the impact of employees’ perceptions on the effectiveness of the board in the public sector. The units of analysis relevant to this research were the board of directors and the employees in the public sector. Thus, two questionnaires were designed: one for the board members, and the other for employees. The questionnaires were designed around various themes aimed at establishing the following: whether employees in the Public Sector perceive their Board of Directors to be effective, whether the Board of Directors in the Public Sector believe that their effectiveness is impacted by employee perceptions, and to determine what factors need to be in place to promote a positive relationship between employee perceptions and board effectiveness. The survey confirmed that the board members do believe that they are effective in the execution of their functions. The employees do agree that the board plays an important role in organisations, that organisations will be impacted negatively without the direction of the board, and that the board is conducting its roles and responsibilities as effectively as possible. In terms of whether the board of directors in the public sector believe that their effectiveness is impacted by the employees’ perceptions, the results from both the employees and members of the board were inclined towards ‘agree’ on the Likert scale. The survey also revealed that the prevalence of other factors in the organisation, (Transparency and Accountability, Communication, Stakeholder Relations Strategy, Board’s high Ethical Standard, Speedily Resolution of Labour disputes, Commitment to employee development, and Consistency in policy implementation), will have a high impact in their organisations, particularly in promoting a positive relationship between employee perceptions and board effectiveness.

The aim of this thesis is to examine the relationship of all corporate governance indicators with firm performance (proxied by price to book value) and tax fees. Using a sample of 133 large U.S firms, in a single model, we explore the correlation of price to book value with board of director's structure (composition and size). Our results show that smaller and younger boards with less independent directors lead to a higher firm performance. We further find that presence of women on board is important rather than their number. The outcome of the study shows also that financial expertise of audit committee members has a significant and positive influence on the amount of tax fees. Overall, the results suggest that board characteristics are important and they influence firm performance. Keywords: board of directors, firm performance, price to book value, governance indicators, tax fees.

1 Abstract The name of this diploma thesis is "Remuneration of members of governing bodies of joint-stock companies". The goal of this work is to examine current legal framework of this topic both in legal norms of Czech Republic and in normative and recommendative acts of relevant international organizations (European Union, OECD), consequently to assess real application of these norms and eventually to appraise possibilities of enforcement of the respective principles in real-life practice. First chapter focuses on principles of integrity of business affairs and defines basic terms. Second chapter centers primarily around legal problematic of Contract on Execution of Function of Member of a Board of Directors in a joints stock company and its practical implementation. Third chapter analyses and describes - within framework of both current and historic legal norms - possibilities of various forms of remuneration, which can be however also denied under certain circumstances. Fourth chapter deals with Principles of Corporate Governance. Fifth and final chapter provides for a reflection of real life practice, i.e. how respective joints stock companies interact with legal regulation, respectively how will they interact with it. Proper remuneration policy is a complex issue, which has a free right of owners...

The aim of the thesis is to characterize the new monistic system of corporate governance of the joint-stock company introduced by the Business Corporations Act and compare it with the french classical system. The scope of the research is focused mainly on the analysis of the basic interpretative problems that arise within the new legislation and the main differencies and similarities of the czech and french monistic systems. The thesis is composed of three chapters, first of them mainly defining the theoretical differentiation of the monistic and dualistic system of corporate governance. The Chapter Two is the most important part because it examines the pitfalls of the relevant Czech legislaslation on the monistic system. The Board of directors and the Statutory director are the main bodies set up within this system. This chapter is oriented mainly on the possible difficulties that may arise from the varied interpretations of the law caused by the application of the analogy in connection to the Supervisory board and the Board of directors of the dualistic system. The Subchapter 2.5 deals with the Board of directors as the basic controlling and executive body which is co- responsible for the business management of the join-stock company. The scope of the authority of the Statutory director and the...

The monistic structure of a Czech joint-stock company after recodification of private law This thesis deals with a regulation of the monistic structure of a Czech joint-stock company, which has been introduced by the Business Corporations Act as a part of the recodification of private law. The aim of the thesis is to identify the basic problems of interpretation of the regulation, summarize possible variants of interpretation and present specific solutions. The thesis is divided into four parts. At the beginning of the first section the basic grounds of corporate governance explaining the internal operation of a business corporation are described. Further in this section the two basic organizational models of a joint-stock company are introduced and characterized, the monistic model with the Board of Directors and the dualistic model with the Executive Board and the Supervisory Board. This part also includes the comparison of selected foreign models. The second part focuses on the basic issues of regulation of the monistic structure in the Business Corporations Act. The definition of the monistic system, arrangement of the regulation and the issue of cogency of the provisions concerning the organization of a company are analysed here. The core of the thesis is the third part, which describes the...

1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...