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.

Corporate governance, and the role of executive pay in particular, has received increased attention from the media, government, and the business arena in recent years. The study reported in this thesis adds to our understanding of both the components and determinants of Australian remuneration packages for the top management team. It does so in four main ways: 1. The study examines the determinants of compensation of a range of senior executives within the organisation, in addition to the CEO. No Australian research, to date, explores the structure and determinants of remuneration beyond the CEO; 2. The research is conducted in a contemporary setting and timeframe, where corporations are subject to expanded disclosure requirements, when compared to the subjects of prior Australian research; 3. It examines an expanded range of factors documented in overseas research as likely to relate to remuneration, some of which have not been previously examined in Australian work; 4. Finally, in developing hypotheses concerning factors expected to relate to remuneration, the study reconciles the perspectives provided by both agency and managerial power theories in terms of how they present similar and differing propositions. The research examines both cash and incentive components of executive compensation disclosed by a sample of top 300 Australian companies in 2005. The model incorporates measures of firm performance, economic characteristics, board monitoring and governance characteristics, and ownership characteristics in an attempt to explain the level of executive compensation. The study extends analysis beyond the CEO to incorporate an investigation of both the structure and determinants of compensation of the top five executives, in addition to the CEO. Results indicate that the structure of CEO compensation has changed since prior Australian research was conducted, to include a more heavy reliance on incentive pay. In contrast to the US, the structure of CEO remuneration differs from that of non-CEO executives. As managers move progressively up the senior executive hierarchy, short-term cash bonus and share-based incentive pay both become more important as components of remuneration. There is also a greater reliance on performance hurdles than has been documented in prior Australian and international research. The expectation that remuneration is now more strongly tied to firm performance is supported. The size and complexity of the firm are also considered to be important in determining the level of various components of both CEO and non-CEO executive compensation. This supports the view that larger, more complex entities attract higher quality executives, and pay for such quality and expertise. Growth firms are more likely to pay higher levels of incentive pay and total compensation to CEOs than non-growth firms. Executive remuneration also relates to the strength of various monitoring and governance mechanisms, although to a greater extent for CEOs than for other senior executives. Managers are able to influence the remuneration-setting process where governance structures are weak, or where they have greater influence. In some cases factors relating to CEO compensation differ from those associated with compensation of lower-level executives.

Thesis (M. P. A.)--University of Hong Kong, 2007. / Title proper from title frame. Also available in printed format.

The primary objective of this dissertation is to examine the role of corporate governance in the performance of publicly listed corporations. The normative research suggests that stronger corporate governance should lead to better market performance and a firm’s governance practice should have a positive effect on its market value. This research focuses on Chinese capital markets because of their unique characteristics with respect to elements of corporate governance.

<p>Under de senaste åren har frågor kring bolagsstyrning blivit allt mer aktuella, vilket har förorsakats av olika redovisningsskandaler. Som en konsekvens av detta har det i många länder införts s.k. bolagskoder. Hittills har bara ett fåtal studier undersökt bolagskodernas tillämpning och den institutionella miljö i vilken de har införts. För att undersöka hur bolagskoderna tillämpas och hur den institutionella miljön inverkar på kodernas tillämpning har två länder valts, Sverige och Tjeckien. Det kan förväntas att ländernas skilda institutionella uppsättningar kommer att påverka bolagskodernas tillämpning. Vidare är det av intresse att studera vilka faktorer som kan förklara bolagens val att följa bolagskoden.</p><p>För att uppfylla uppsatsens syfte har ett positivistiskt synsätt med en deduktiv ansats antagits. Utifrån två befintliga teorier, agentteorin och den institutionella teorin, har att antal förklarande variabler tagits fram. Våra data insamlades i en kvantitativ dokumentundersökning, i vilken 100 svenska och 39 tjeckiska bolag ingick.</p><p>Slutsatsen blev att bolagskoden tillämpas i en högre utsträckning bland de svenska bolagen än de tjeckiska bolagen, i synnerhet vad det gäller de svenska bolag som åläggs att tillämpa bolagskoden. Storlek, hemlandets påverkan, antal styrelseledamöter, korsnotering samt lönsamhet var de förklarande variablerna vars statistiska samband med följsamhet gentemot koden inte kunde förkastas.</p>

Thesis (Ph. D.)--Ohio State University, 2006. / Title from first page of PDF file. Includes bibliographical references (p. 108-125).

Thesis (Ph. D.)--University of Hong Kong, 2006. / Title proper from title frame. Also available in printed format.

Thesis (Ph. D.)--West Virginia University, 2006. / Title from document title page. Document formatted into pages; contains v, 163 p. : ill. (some col.). Includes abstract. Includes bibliographical references.

Thesis (doctoral)--Universität, Hamburg, 2005/06. / Includes bibliographical references (p. 439-467).

I examine the market reaction to merger announcements and the long-term post-merger stock price performance of newly merged firms. For a sample of 484 acquiring firms completing mergers between 1993 and 2000, the average value-weighted abnormal announcement date return (market-adjusted) is a statistically significant -1.02%. On average, this reaction is more negative for firms with "good governance." Specifically, a governance index comprised of three governance variables is significantly negative in a multivariate regression of announcement date abnormal returns. Comp is the percentage of CEO salary consisting of equity incentives (including stock options and restricted stock grants), InsideOwn is the percentage of the firm owned by officers and directors, and InstOwn is the percentage of the firm owned by large outside block shareholders. Value-weighted calendar-time portfolios consisting of the full sample of acquirers exhibit significant abnormal returns of 9.12%, 33.84% and 55.8% for the 12, 36 and 60 months following the merger, respectively. This overperformance is limited to the value-weighted portfolios. There is calendar-time evidence of abnormal performance for some subsamples on a risk adjusted basis. However, when compared to a control group, abnormal performance is limited to large glamour acquirers on a 12-month horizon, large cash acquirers on a 36 and 60-month horizon, and small focusing acquirers on a 60-month horizon. Multivariate analysis of long-run returns reveals that use of equity and corporate diversification are associated with lower post-merger performance. With regard to governance and long-run stock returns, there is also evidence that suggests higher levels of incentive compensation for CEOs is associated with more successful merger transactions for long-term investors.