<p>Under de senaste årtionden har allt fler länder avreglerat sin kapitalmarknad och gränserna har</p><p>öppnats för utländska investerare. I och med ökningen av investeringar över landgränser har</p><p>skillnader mellan länder gällande dess corporate governance uppmärksammats. En viktig del</p><p>inom corporate governance utgörs av utdelning och olika policys för utdelning. Tidigare</p><p>forskning har jämfört skillnader i utdelningsnivå mellan USA och Japan, dock har det inte skett</p><p>någon forskning om var Sverige står i jämförelse med dessa länder. Syftet med uppsatsen är att</p><p>jämföra Sveriges utdelningsnivå i förhållande till Japans och USA:s under en tioårsperiod, samt</p><p>att med fyra kända utdelningsteorier försöka förklara skillnaderna i utdelningsnivån mellan</p><p>länderna.</p><p>I undersökningen har vi aggregerat data från de största noterade företagen i varje land inom elva</p><p>industrier. Vi har följt 22 svenska, 249 amerikanska och 173 japanska företag från år 1996 fram</p><p>till år 2005. Med tre olika nyckeltal; utdelning/nettoomsättning, utdelning/nettovinst och</p><p>utdelning/eget kapital har vi kommit fram till att Sveriges utdelningsnivå ligger i nivå med den</p><p>amerikanska. Under de två sista åren i undersökningen har svenska företag till och med haft</p><p>högre utdelningsnivå än de amerikanska. Detta finner vi överraskande då ägarstruktur och</p><p>rättsystem i Sverige mer liknar det japanska än det amerikanska samt eftersom minoritetsskyddet</p><p>i Sverige är relativt lågt i jämförelse med USA:s. Enligt tidigare forskning har amerikanska</p><p>företag haft en högre utdelningsnivå än japanska företag, vilket stöd av uppsatsens resultat.</p><p>Tar vi fasta på intressekonflikten och informationsasymmetri som finns på den svenska</p><p>marknaden, där spridda ägare svarar för en stor del av det satsade kapitalet i företagen medan en</p><p>eller få ägare innehar kontroll över företagen, finner vi stöd i agentteorin, signaleringsteorin och</p><p>bird-in-the-hand-teorin för Sveriges utdelningsnivå. Däremot klarar skattepreferensteorin inte av</p><p>att förklara den svenska utdelningsnivån under denna tidsperiod.</p>

This thesis analyses several aspects of institutional investor influence in the corporate governance of UK firms. Chapter 1 introduces the thesis, and Chapter 2 provides a literature survey. The main original empirical research findings are presented in Chapters 3 to 5.Chapter 3 explores the key firm characteristics related to institutional investors. We show that institutional shareholdings, particularly those institutions with a large shareholding, are positively related to the proportion of outside directors on the board; with stock returns and with volatility. Institutional shareholdings are negatively related to the shareholdings of inside directors and firm size. Interestingly institutional shareholdings are positively related to CEO age but negatively related to the number of CEO’s years in office. This seems contradictory but it is consistent with institutional investors wanting experienced CEOs but not those individuals who have become entrenched. None of the measures proxying for the Cadbury recommendations for board structure, such as number or proportion of non-executive directors, CEO duality, or outside chair, has a significant relationship with institutional shareholdings. Chapter 4 analyses the relationship between institutional shareholdings and CEO cash-based remuneration. Uniquely to this field of research we also consider the different elements of remuneration separately to account for the timing differences relating to their award and performance criteria. First, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, does significantly reduce the magnitudes of salary and bonuses but they do not reduce the magnitude of benefits. However, the presence of an institutional investor, regardless of the size of their shareholding, has no relationship with the magnitude of any of the remuneration variables. Second, we find that institutional shareholdings significantly increases the positive relationship between bonus remuneration and firm performance, but that they do not have such a noticeable effect on the relationship between salary and benefits and firm performance. Third, we find that the presence of a large institutional shareholding, or high concentration of institutional shareholdings, reduces the rates of increase in salary, benefits and bonuses. Fourth, we find that the past practice of modelling salary and bonuses together can produce misleading results. We suggest that salary and bonuses should be modelled separately because they are payments for different reasons and relate to different periods of firm performance. Chapter 5 explores the influence that institutional investors have over CEO turnover. We show that the likelihood of a CEO being forced from office is negative and significantly related to firm performance and positive and significantly related to the presence of a large institutional shareholding or high concentration of institutional shareholdings. The findings in this thesis are robust to variations in research design. The conclusions are that the internal control mechanisms do work, that institutional investors are not the ‘passive’ investors often portrayed by some practitioners and early academic research and that institutional investors go to some lengths to ensure that their investee firms are properly governed.

The purpose of this thesis is to analyse the effect of corporate governance on firm performance and information leakage in the Chinese securities market. As one of the major emerging markets in the world, the results of this thesis are valuable not only to the Chinese market, but also to other emerging markets. To achieve this purpose, data is collected from most of the non-financial listed companies in the two Chinese stock exchanges, which are the Shanghai Stock Exchange and the Shenzhen Stock exchange. The data sample covers the period from 2004 to 2008, since there was a series of new reforms in the Chinese stock market at that time. These reforms include new legislation and the reduction of non-tradable shares. Then this thesis employs the panel technique and the pooled OLS to estimate the effect of corporate governance on firm performance and information leakage in Chinese listed companies. Firstly the relationship between corporate governance and firm performance in Chinese companies is empirically evaluated. The empirical results of this thesis find that the ownership structure of Chinese companies will affect their firm performance. In this thesis, proxies of ownership structure include the proportion of institutional ownership, the proportion of the state ownership, the proportion of shareholdings of the largest shareholder, and the proportion of tradable shares in Chinese companies. A greater proportion of institutional ownership has positive effects on firm performance in Chinese companies. Board subcommittees also help Chinese companies to increase firm performance. The market reforms of 2006 also help Chinese companies to increase their firm performance. However, the board of directors and board of supervisors do not affect firm performance in Chinese companies. Secondly, information leakage in the Chinese Stock Market is empirically assessed. If investors receive corporate material information before the public disclosure, this phenomenon is known as information leakage. The thesis finds that information leakage in the Chinese market is widespread. Finally, the thesis empirically examines the effects of corporate governance on information leakage in Chinese companies. Board subcommittees have negative effects on information leakage in Chinese companies. Other variables of corporate governance do not affect information leakage in Chinese companies. Additionally, the thesis finds that market reform promotes more information leakage in Chinese market. On the basis of the empirical results, the thesis provides the following recommendations. First, the Chinese Stock Market needs to reform the relevant legislation. Second, Chinese companies need to reform their ownership structure. These suggestions may strengthen the internal governance of Chinese listed companies, thereby, increasing firm performance and decrease information leakage.

This thesis examines the effect of IFRS No.3, <i>Business</i> <i>Combinations</i>, on managers’ accounting choices with respect to the goodwill impairment losses reported by the largest UK firms.  While IFRS No. 3 was issued to improve the accounting treatment of goodwill and provide users with more useful and value-relevant information regarding the underlying economic value of goodwill, it has been criticized by academics, practitioners, and dissenting IASB members on the grounds of the managerial discretion inherent in the process of testing goodwill for impairment.  It is unclear how IFRS No. 3 has affected the reporting of goodwill impairment losses, including the related managerial flexibility exercised in determining them. Results reveal managers are exercising discretion in the reporting of goodwill impairments following the adoption of IFRS No.3.  Specifically, goodwill impairments are more likely to be associated with recent CEO changes, income smoothing and “big bath” reporting behaviours.  However, results also indicate that goodwill impairments are strongly associated with economic indicators of impairment and have significant positive associations with effective governance mechanisms as measured by the percentage of independent directors on the board of directors, the number of board meetings, the percentage of shares owned by blockholders holding at least 10% of outstanding shares, and the percentage of shares owned by executive and non-executive directors, suggesting that managers are more likely to be using the discretion afforded by IFRS No.3 to convey their private information and expectations about the underlying performance of the firm rather than acting opportunistically in the write-off year.  These inferences are robust to a number of modelling specifications and variable definitions.  Further analysis and principal component aggregation of the corporate governance variables provide additional assurance that the perceived managerial reporting incentives are less likely to be opportunistic.

The purpose of this research was to explore the relationship between diversity within the boards of directors of American companies and firm financial growth. Specifically, this study sought to determine the question of whether a relationship exists between medium-term growth in a firm’s accounting returns and the inclusion of a) minority women, b) ethnic minorities, or c) women on its board of directors. The supporting analysis for this inquiry included an in-depth examination of the five-year growth rates in ROE, ROA, and profit margins of 439 companies between 2011 and 2015. These companies operate across eight industry groups and are listed either on the New York Stock Exchange or the NASDAQ stock index. Results of the statistical analyses show significant increases in financial growth for companies with gender- and ethnically-diverse boards (when compared to boards consisting solely of white men). However, based on effect sizes, the most significant increases were found in the profit margins of companies with minority directors.

Understanding corporate governance from an academic, practical, legislative, and social perspective has never been more important given the increasingly internationalized and financialized global economy. The global financial crisis of 2008 and resultant recession painfully evidence what many scholars have argued throughout the last century: in market-based economies, the economic and the social spheres remain inseparable. Today, such economies rest on the backs of publicly-traded corporations and understanding how such corporations are governed is the goal of this research effort. I argue that corporate governance is not a set of characteristics to be measured, modelled, and packaged as prescriptive principles but rather it is a series of exercises in decision-making across space and time rife with idiosyncrasies. As such, I present a novel corporate governance research agenda which focuses on the two pillars of decision-making, namely the environmental contexts within which the decision-making processes are embedded and the networks of agents involved in such processes. In a globalized economic setting, both the environmental contexts and the networks of agents readily transcend multiple social, cultural, and geo-political boundaries—resultantly, the research agenda I present is one predicated on the geography of governance. I apply my research agenda to the Canadian setting in efforts to demonstrate the utility of this research agenda while providing a better understanding of the Canadian model of corporate governance. This research is the first to systematically investigate the Canadian model of corporate governance and concludes that, contrary to predominant assumptions, there is no single harmonious national model but rather a mosaic of thirteen distinct provincial and territorial models which are asymmetrically linked by means of market actors and interactions and which exists in a temporary balance of parochial and cosmopolitan forces.

"Mémoire présenté à la faculté des études supérieures en vue de l'obtention du grade de Maître en droit (LL.M.)" / Au cours de la dernière année, la régie d'entreprise a subi des bouleversements majeurs. Autrefois reléguée au second plan comme relevant des affaires internes de la compagnie, les récents scandales financiers aux États-Unis ont poussé à l'avant plan la problématique de la régie d'entreprise et le rôle que doivent assumer les divers intervenants du marché. Le congrès américain a réagi très rapidement aux scandales par l'adoption d'une loi. Les autorités canadiennes durent se questionner sur le type de réforme qui devrait conduire le Canada vers une meilleure régie d'entreprise tout en conservant sa compétitivité dans un contexte de mondialisation. Le présent mémoire se veut une approche pratique à la problématique de la régie d'entreprise. Au-delà des théories élaborées, le contexte actuel requiert une action concrète adaptée au milieu et au contexte économique canadien. En ce sens, la réaction des autorités canadiennes aux changements en place aux États-Unis nous renseignera non seulement sur la philosophie des autorités canadiennes, mais également sur l'approche qui sera privilégiée par celles-ci dans l'évolution de la régie d'entreprise qui doit mener à la reprise de confiance des investisseurs dans le marché, confiance durement ébranlée par les récents scandales financiers. / Over the past year, corporate governance has suffered many hits. Traditionnally pushed aside as management's problem, the recent wave of financial scandais in the United-States has put corporate governance at the front end. In that context, the role of market participants must be redefined. The United-States Congress reacted very rapidly to the scandais by adopting a new by-Iaw, the Sarbanes-Oxley Act. The Canadian authorities had to question themselves as to what kind of reform Canada would need to put it on the path of better Corporate Governance without compromising its competitiveness in a global market. The present paper follows a practical approach to the recent Corporate Governance problems. Beyond the theories elaborated on Corporate Governance, today's context requires concrete action adapted to the Canadian economic environment. In this sense, the reaction of the Canadian authorities to the new rules in the United-States will give insight as to what is the Canadian authorities' philosophy on the subject and what lies ahead for regulatory changes in Canada in the market's search to regain investor confidence after a wave of financial scandais.

Research report presented to the SBL, Unisa, Midrand. / This report proposes to make a contribution in the area of governance by critically analyzing the governance structure of SNV (The Netherlands Development Organization) in implementing projects. This study is motivated by the scarcity of published documentation on corporate and project governance practices specific to the African and particularly Kenyan context which organisations interested in pursuing good governance and managerial practices can use as a reference point.

Duty of due managerial care of member of an elective body of a limited company and consequences of its violation The purpose of my thesis is to analyze duty of due managerial care (hereinafter as "duty of care") of a member of an elective body of a limited company according to new legislation, which became effective in January 2014. Duty of care consist of several indefinite aspects and my aim is to define them and set boundaries in which person as a member of an elective body shall operate during performing his duties. Thesis refers to doctrinal view on this topic, offers solutions based on relevant jurisdiction and looks at consequences of violating duty of care. The thesis is composed of six followed-up chapters. Chapter One is introductory, defines basic terminology and consists of defining persons, who shall follow the rules of duty of care and consideration of liability in case of distribution of competences in collegiate body. Chapter also deals with issue brought to Czech law with integrating a monistic structure of stock company. This passage comes to conclusion that duty of care belongs to statutory director in the event of violating guidelines made by board of directors. Chapter Two is subdivided into two parts, each describing aspects of duty of care. Firstly it describes duty of loyalty...

IN ENGLISH: This thesis is focused on the monistic structure of joint-stock companies. The aim of the thesis is to analyse board structures in selected countries, subsequently to identify the features which are typical for a monistic governance structure and, finally, to compare these findings with statutory provisions in the Act on Commercial Corporations. The thesis is divided into seven separate chapters. Chapter One is subdivided into two parts. Part One is an introduction to the topic and attempts to define the term corporate governance. Part Two explains the importance of internal company structure for corporate governance. Chapter Two analyses board structures in Great Britain, the United States, France, Italy, Switzerland, the Netherlands, in the Czech version of Societas Europaea and also, for the purpose of comparison, the typical dualistic internal corporate structure known from Germany. The subjects of the analysis are the relevant statutory provisions on the one hand, and the functioning of governance structures in practice on the other hand. Chapter Three identifies features which are typical for monistic company structure, particularly the existence of a single board of directors which performs a strategy-setting function as well as supervision of management. Chapter Four discusses...