Thesis (MBA (Business Management))--Stellenbosch University, 2008. / ENGLISH ABSTRACT: Corporate governance presents the researcher and the theorist alike, with a rich vein of potential subject matter. This spans a massive scope of issues, ranging from feminist concerns to direct litigious anomalies during the multinational implementation of specific governance measures. Located towards the centre of this spectrum is the formulation of new governance policies, as informed by both theoretical foundations and real world experience. It is at this midway point that the South African governance debate currently finds itself, with the third edition of the King Report on Corporate Governance set for launch in the coming months. The report and the associated code will form the basis for all governance and related oversight mechanisms in South Africa for the foreseeable future. As such, the third report will have to organically grow out of the current structure, the lessons learnt from the current dispensation and the governing theoretical positions. All of these will also have to be done with reference to the new companies act. The research report is specifically targeted at assisting in the process of learning from the current dispensation, before it is replaced by the new. The learning process has as its central tool a formal questionnaire, which was developed and administered by the IOD and KPMG, with all analysis presented herein performed by the author of this research report. The analysis conducted aims to determine how respondents at different types of companies and in different functions, view corporate governance and specifically the current dispensation in South Africa. This is done by dividing respondents into 10 groupings and determining the percentage of respondents from each group, who responded in a certain manner to each question on the questionnaire. Thereafter a statistical analysis technique is employed to determine whether or not any differences found are meaningful and if so, what can be inferred from these differences. Finally, this study is intended to provide a baseline for future studies, which will then be in a position to more accurately measure shifts in attitude and implementation after the publication of the third King Report. / AFRIKAANSE OPSOMMING: Korporatiewe bestuur, hetsy van ‘n suiwer teoreties of ‘n toepassingsoogpunt, bied aan die navorser ‘n magdom van moontlike onderwerpe. Dit sluit bykans enige denkbare invalshoek of fokus area in, van die feminisme tot regskwessies rondom die multinasionale implementering van ‘n enkele kode of beginsel. Midde in hierdie wye veld is daar ook areas wat na beide die teoretiese en praktiese verwys, waarvan die ontwikkeling en opdatering van korporatiewe bestuurskodes ‘n sprekende voorbeeld is. Dit is dan juis ook op hierdie punt waar die debat rondom korporatiewe bestuur in Suid-Afrika sigself tans bevind, met die derde King Verslag op Korporatiewe Bestuur wat binne die volgende paar maande verwag word. Die belang van hierdie verslag lê daarin dat dit, asook die meegaande riglyne, die basis sal vorm van korporatiewe bestuur in Suid-Afrika vir die afsienbare toekoms. Om volwaardig in hierdie kapasiteit te kan funksioneer, sal die nuwe verslag organies moet groei uit die huidige verslag, ervaring in die praktyk en ook die heersende teoretiese posisies. Die ontwikkeling moet dan ook verder tred hou met die nuwe maatskappye wet, wat tans ontwikkel word. Die navorsingsverslag wat hierin voorgelê word, is daarop geteiken om uit die huidige sisteem, spesifiek die tweede King Verslag en meegaande riglyne, te leer alvorens dit vervang word deur die derde King verslag. Die taak is moontlik gemaak deur die gebruik van ‘n vraelys saamgestel en gesirkuleer deur die IOD en KPMG, alhoewel al die analise hier voorgelê deur die outeur van hierdie verslag gedoen is. Die genoemde analise se sentrale fokus is om te bepaal hoe respondente uit verskillende maatskappye en beroepe, korporatiewe bestuur in Suid-Afrika sien, met spesifieke verwysing na die tweede King verslag. Verskille tussen die respondente, wat in 10 groepe ingedeel is, is dan ook statisties geanaliseer om te bepaal of enige verskille tussen die groepe statisties beduidend is en indien wel, wat daaruit afgelei kan word. Laastens is die studie ook opgestel om ‘n basis daar te stel vir toekomstige vergelykende studies, wat sal volg na die uitreiking en implementering van die derde King verslag en riglyne.

Thesis (MBA)--University of Stellenbosch, 2010. / In June 2009, there were 56 244 not-for-profit organisations registered with the Department of Social Development in South Africa. In addition, there are about 100 000 informal (non-registered) not-for-profit organisations in South Africa. The budget allocation of these organisations varies from R100 thousand to R20 million. The South African not-for-profit sector comprises of three types of organisations, namely the Section 21 companies, trusts and voluntary associations. The Non Profit Organisations Act, No. 71 of 1997, came into effect on 1 September 1998 to assist and guide the not-for-profit sector in improving its governance practices. Globally and in South Africa, we see a shift in the focus of governance in the not-for-profit sector. In 2005, a broad forum of South African organisations, donors and government representatives developed a code of good governance for not-for-profit organisations. The forum focused on the need of profit-motivated organisations to invest in community and social developments that exhibit good governance practices. Corporate governance in South Africa has its foundation in the first King Report of 1994. This report, King I, was the result of the work of a committee, formed to address a code of good practices for corporate governance. Its purpose was to promote the highest standard of governance in South Africa, and it is not enforceable by law. In 2009, the third version of the King Report, King III, was released to enhance the current set of governance practices. In the South African context, the King Report is the key piece of best practices that drives governance in the for-profit sector. The not-for-profit sector in South Africa is transforming and adapting to the changing external environment. There is a requirement to have good governance practices in the sector. The size and nature of the organisation would determine the areas of governance that the organisation would apply. The “apply or explain” principles of King III provide each not-for-profit organisation with the flexibility to apply good governance practices.

Thesis (MBA)--University of Stellenbosch, 2010. / The introduction of King III has resulted in many changes to corporate governance practices. The changes inevitably have implications and challenges for organisations. If the changes introduced by King III as well as the implications and challenges are not well understood, implementing King III could be a very challenging exercise. This research report outlines the key differences between King III and King II. The research report also highlights the major implications and challenges of implementing the King III principles. In addition, those aspects of King III that are covered in the new Companies Act have also been outlined. In analysing the changes between King II and King III, and the implications and challenges of King III‟s principles and recommendations, the author followed the layout of the chapters in King III, namely ethical leadership and corporate citizenship, boards and directors, audit committees, the governance of risk, the governance of information technology, compliance with laws, codes, rules and standards, internal audit, governing stakeholder relationships and integrated reporting. The differences between King III and King II were analysed through a study and comparison of the King III and King II Reports. The implications and challenges were analysed through reading literature on King III and corporate governance in general. Aspects of King III covered in the Companies Act were analysed through a study of King III and the Companies Act. The author analysed the differences, implications and challenges of both the principles and the recommended practice in the King Reports. No distinction was made between principles and recommended practices. The main changes introduced by King III relate to the composition and role of the board, the board committees and the new topic on IT governance and the need to publish an integrated report. Though discussed in different chapters, King III has emphasised the link and interplay between ethics, corporate social responsibility, governing stakeholder relationships and integrated reporting. In addition to the above, the most contentious change is probably the applicability of King III to all entities regardless of form of incorporation. King III has also attempted to bring about a physiological change in the way companies perceive King III by changing the “comply or explain” concept to the “apply or explain concept”. The direct implications and challenges brought about by King III relate to the time, efforts and costs needed to implement the various King III principles and recommendations. King III could also result in an increase in the size or diversity of the board, and companies are likely to find it challenging to get qualified people to fill directorship posts. Integrated reporting is going to change the way companies view corporate social responsibility and the way they report non-financial information to stakeholders. Despite the challenges, there is no doubt that King III goes a long way to ensure that South Africa‟s corporate governance system is at par with the rest of the world.

Thesis (MBA)--Stellenbosch University, 2014. / ENGLISH ABSTRACT: Newspaper headlines have continued to shock investors and society by exposing corporate scandals and by highlighting the overall decline in moral fibre of the modern employer and/or employee, locally and internationally. The King III Report on Governance aims to improve organisations’ sustainability by providing principles to enable sound decision-making for any organisation, irrespective of its size and/or structure. The objective of this research report was to investigate the challenges experienced with the application of these principles, with a specific focus on the guidance provided to enable the independence of directors. Firstly, this investigation aimed to establish whether there was a belief that the application of these principles would necessarily lead to sustainability; and secondly, whether the application of these principles were practically possible for all organisations, irrespective of their size and/or structure. The investigation was conducted by combining the results from a literature review on corporate governance with a specific focus on director independence and a survey conducted with twelve individuals involved in different capacities at board level. Based on the information obtained from the literature review and the results obtained from the questionnaire, overwhelming support exists that indicates that the application of the King III principles would contribute to improve the sustainability of an organisation. However, it was discovered that it would not necessarily be feasible for all companies, of any size and/or structure, to effectively apply these principles. Various recommendations were made to address the challenges identified for the effective application of the King III principles relating to the independence of directors.

Enterprise resource planning (ERP) systems are regarded as among the most innovative information technology products developed over the past two decades. Thus, they have become the backbone of management information systems in the organizations that have implemented them. The difficulties associated with their high failure rate, however, have been the subject of extensive studies. To expand on this knowledge, this study has two research objectives: to examine the relationship between corporate governance structures and implementation results and to investigate whether implementation outcomes vary by country. This study focuses on the project steering committee’s involvement, internal auditors’ participation, and the change management plan implementation. The results demonstrate that steering committee involvement is a primary factor that influenced the success of ERP implementation; and that institutional factors in country of deployment are important determinants of ERP project outcome.

Topical Issues of Remuneration of Members of Governing Bodies of a Joint Stock Company Abstrakt Purpose of the thesis is to identify recommendation of changes in remuneration system of members of bodies of a joint stock company which are required by past financial crisis. Thesis evaluate the ways by which recommendations was reflected to Czech legal system. Because there is change of acts of private law, second goal of the thesis is to find and analyze changes in approach to remuneration and possible disputable questions in law. Thesis gather available specialized sources and case law regarding remuneration a analyze recommendation given by foreign authorities. Thesis is dividend to three chapters. First chapter explains basic concepts of remuneration for purposes of this thesis. Differences between past and new law is highlighted. Second part of first chapter describes remuneration law in past code and answers questions raised from case law. Second chapter pursues to analysis of financial crisis and main ways of reaction chosen by USA, OECD and EU. Last chapter describes main changes in remuneration in new law. Chapter evaluate how successfully are recommendations applied to the new law. Accent is on business corporation act and law of financial sector also. Conclusions are made in final chapter with few...

Chui Wai-yin Raymonod. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1994. / Includes bibliographical references (leaves 57-58). / ABSTRACT --- p.i / TABLE OF CONTENTS --- p.ii / ACKNOWLEDGEMENTS --- p.iii / Chapter / Chapter I. --- INTRODUCTION --- p.1 / Background Information --- p.1 / Purpose of the Study --- p.2 / Methodology --- p.3 / Limitations --- p.4 / Chapter II. --- CORPORATE GOVERNANCE --- p.5 / Introduction --- p.5 / Why is Corporate Governance Important --- p.6 / Chapter III. --- The CURRENT STOCK MARKET IN Hong Kong --- p.9 / Characteristics --- p.9 / Governing Body --- p.11 / Rules and Regulations --- p.13 / Chapter IV. --- MINORITY SHAREHOLDERS' PROTECTION --- p.16 / Insider trading --- p.16 / Introduction of Independent Directors --- p.21 / Foreign Domiciled Companies --- p.23 / Director's Remuneration --- p.25 / Interim Results Announcement --- p.26 / Responsibility of Auditors --- p.27 / Privatization --- p.28 / Profit Projections --- p.29 / Disclosure Requirement --- p.30 / Financial Statement --- p.31 / Trigger Level --- p.31 / Chapter V. --- QUESTIONNAIRES --- p.32 / Objective --- p.32 / Findings --- p.33 / Chapter VI. --- INTERVIEW --- p.36 / Purpose --- p.36 / Findings --- p.36 / Chapter VII. --- RECOMMENDATIONS --- p.37 / Insider Dealing --- p.37 / Foreign Domiciled Companies --- p.38 / Introduction of Independent Directors --- p.39 / Director's Remuneration --- p.40 / Chapter VIII. --- CONCLUSIONS --- p.41 / APPENDIX --- p.42 / Chapter I. --- Market Capitalization of the Hong Kong Stock Exchange --- p.42 / Chapter II. --- Percentage of Shares Owned by Major Shareholders --- p.43 / Chapter III. --- PRC Domiciled Companies Listedin the Hong Kong Stock Exchange --- p.44 / Chapter IV. --- Statistics on Director's Remuneration --- p.45 / Chapter V. --- Questionnaires sent to Directors --- p.46 / Chapter VI. --- List of Companies to which Questionnaires were sent --- p.55 / BIBLIOGRAPHY --- p.57

Chu Kwok Hei Derek. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2006. / Includes bibliographical references (leaves 97-103). / Abstracts in English and Chinese. / Abstract --- p.i / Acknowledgements --- p.iii / Table of Content --- p.iv / Chapter Chapter 1. --- Introduction --- p.1 / Chapter Chapter 2. --- Some Conceptual Issues --- p.6 / Chapter 2.1. --- PPE holding and shareholders' return --- p.6 / Chapter 2.2. --- Mis-management of Corporate Real Estate --- p.7 / Chapter Chapter 3. --- Determinants of Real Estate Holdings --- p.12 / Chapter 3.1. --- Growth opportunities --- p.12 / Chapter 3.2. --- Size --- p.13 / Chapter 3.3. --- Firm focus and real estate holding --- p.14 / Chapter 3.4. --- Level of Debt --- p.15 / Chapter 3.5 --- industrial effect --- p.15 / Chapter 3.6. --- Imperfect capital market and Real Estate decision --- p.16 / Chapter 3.6.1. --- Dividend payout --- p.17 / Chapter 3.6.2. --- Cash flow --- p.17 / Chapter Chapter 4. --- Measuring Corporate Governance --- p.20 / Chapter 4.2. --- Management ownership --- p.21 / Chapter 4.3. --- Outside Blockholder ownership --- p.22 / Chapter 4.4. --- Executive compensation structure --- p.24 / Chapter 4.5. --- Board composition --- p.26 / Chapter 4.6 --- DUALITY --- p.28 / Chapter Chapter 5. --- "Data, Sample and Empirical Analysis" --- p.29 / Chapter 5.1. --- Data and Sample --- p.29 / Chapter 5.2. --- Empirical Analysis --- p.31 / Chapter Chapter 6. --- Summary Statistics and Regression Results --- p.33 / Chapter 6.1. --- Summary Statistics --- p.33 / Chapter 6.2. --- Regression result --- p.35 / Chapter Chapter 7. --- Robustness check --- p.40 / Chapter 7.1. --- Full Sample Splitting --- p.40 / Chapter 7.2. --- Regression result --- p.41 / Chapter Chapter 8. --- Concluding Remarks --- p.44 / Appendices --- p.46 / Appendix 1 --- p.46 / Split full sample into single industry that sample size is larger than 30 --- p.46 / Appendix 2 --- p.52 / "Results after excluding firms in sector of Transportation, communication and Utility" --- p.52 / Appendix 3 --- p.53 / Non-monotonic relation between managerial ownership and agency cost --- p.53 / Appendix 4 --- p.55 / Comparison of previous literatures-1 --- p.55 / Appendix 5 --- p.56 / Comparison of previous literatures-2 --- p.56 / Appendix 6 --- p.61 / List of Tables --- p.61 / Appendix 7 --- p.95 / Variables description: --- p.95 / References --- p.97

by Szeto Yee Tak. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1996. / Includes bibliographical references (leaves 73-76). / ABSTRACT --- p.I / TABLE OF CONTENTS --- p.III / ACKNOWLEDGEMENT --- p.VII / CHAPTER / Chapter 1.0 --- Corporate Governance and Securities Market --- p.1 / Chapter 2.0 --- The Framework of Corporate Governance - Conformance --- p.3 / Chapter 2.1 --- Corporate Governance Defined --- p.3 / Chapter 2.2 --- Corporate Governance as Related to Public-listed Companies --- p.4 / Chapter 2.3 --- Corporate Governance and Legislation --- p.6 / Chapter 3.0 --- Regulatory Framework of Corporate Governance in Hong Kong --- p.8 / Chapter 3.1 --- The Regulatory Bodies - A Brief History --- p.8 / Chapter 3.1.1 --- The Stock Exchange of Hong Kong --- p.9 / Chapter 3.1.2 --- The Securities and Futures Commission --- p.10 / Chapter 4.0 --- Director's Duties and Liabilities --- p.11 / Chapter 4.1 --- Director's Duties at Common Law --- p.11 / Chapter 4.2 --- Director's Duties - Listed Company --- p.15 / Chapter 4.2.1 --- The Listing Rules --- p.15 / Chapter 4.2.2 --- The Listing Document --- p.16 / Chapter 4.2.3 --- Notifiable Transactions --- p.18 / Chapter 4.2.4 --- Model Code for Dealing in Securities by Directors --- p.19 / Chapter 4.2.5 --- Further Disclosure Requirement for Director's Interests --- p.21 / Chapter 4.3 --- Director's Undertakings --- p.22 / Chapter 5.0 --- Minority Shareholders' Rights --- p.25 / Chapter 5.1 --- Majority Rule Principle --- p.25 / Chapter 5.2 --- Exceptions to Foss v Harbottle Rule --- p.25 / Chapter 5.3 --- Statutory Protection on Minority Shareholders --- p.25 / Chapter 5.4 --- Rights of Members --- p.29 / Chapter 5.5 --- Financial Statements --- p.29 / Chapter 5.6 --- Minority Shareholder's Protection in Listed Companies --- p.31 / Chapter 5.6.1 --- Revised Codes on Share Repurchases --- p.32 / Chapter 5.6.1.1 --- Restrictions on Share Repurchases- Listed Companies --- p.34 / Chapter 5.6.1.2 --- Notification Requirements --- p.37 / Chapter 5.6.1.3 --- Exemptions from the General Offer Requirements --- p.37 / Chapter 5.6.1.4 --- Offer Period and Other Conditions --- p.38 / Chapter 5.6.1.5 --- Share Repurchases which have Effects Similar to Privatisation --- p.39 / Chapter 5.6.1.6 --- Takeovers Code Implications --- p.40 / Chapter 5.6.2 --- Codes on Takeovers and Mergers --- p.40 / Chapter 5.6.2.1 --- Administration and Sanctioning Powers of the Code --- p.41 / Chapter 5.6.2.2 --- The Principles of the Takeovers Code --- p.43 / Chapter 5.6.2.3 --- The Specific Rules of the Takeovers Code --- p.44 / Chapter 6.0 --- Protection of Investors --- p.48 / Chapter 6.1 --- Protection Against Loss Due to Financial Defaults by Market Participants --- p.48 / Chapter 6.2 --- Protection Against Abuse by Financial Intermediaries --- p.49 / Chapter 6.2.1 --- "Registration Requirements of Dealers, Investment Advisers and Representatives" --- p.49 / Chapter 6.2.2 --- Trading Practice of Registered Dealers --- p.51 / Chapter 6.2.3 --- Protection of Improper Trading Practices --- p.51 / Chapter 6.2.4 --- Duties of Registered Person --- p.52 / Chapter 6.3 --- Protection of Investors - Offering of Securities --- p.53 / Chapter 6.3.1 --- Offers of Shares and Debentures --- p.54 / Chapter 6.3.1.1 --- The Definition of Prospectus --- p.54 / Chapter 6.3.1.2 --- The Prospectus Requirements --- p.55 / Chapter 6.3.1.3 --- Liabilities of Promoters and Directors --- p.57 / Chapter 6.3.1.4 --- Prospectus for Foreign Issues --- p.58 / Chapter 6.3.2 --- Offers of Securities --- p.59 / Chapter 6.3.2.1 --- General Prohibition --- p.59 / Chapter 6.3.2.2 --- Consequence of Breach --- p.60 / Chapter 6.4 --- Protection Against Shareholder's or Director's Abuse of Powers --- p.61 / Chapter 6.4.1 --- Securities (Insider Dealing) Ordinance --- p.62 / Chapter 6.4.1.1 --- The Meaning of Insider Information --- p.62 / Chapter 6.4.1.2 --- The Test of Price Sensitivity --- p.62 / Chapter 6.4.1.3 --- The Definition of an Insider --- p.64 / Chapter 6.4.1.4 --- The Meaning of Dealing in Securities --- p.65 / Chapter 6.4.1.5 --- Validity of Insider Dealing --- p.65 / Chapter 6.4.1.6 --- Liability of Officers --- p.66 / Chapter 6.4.1.7 --- Consequence of Establishment of Insider Dealing --- p.66 / Chapter 6.4.2 --- Securities (Disclosure of Interests) Ordinance --- p.67 / Chapter 7.0 --- Conclusion - A Comment on Corporate Governance in Hong Kong --- p.68 / Chapter 7.1 --- The Composition and Role of the Board --- p.68 / Chapter 7.2 --- Codification of Governance Policy --- p.69 / Chapter 7.3 --- The Necessary Back Up Facilities --- p.71 / BIBLIOGRAPHY --- p.73

Nesta dissertação entende-se Governança Corporativa como um conjunto de práticas empresariais potencialmente relacionadas com o desempenho operacional e o desempenho frente ao mercado de capitais, seguindo estudos que têm sugerido essa relação. A pesquisa se propôs a investigar, no caso das companhias abertas brasileiras, a significância do pertencimento aos segmentos diferenciados de listagem da Bolsa de Valores do Estado de São Paulo (BM&FBOVESPA) sobre os indicadores de resultado operacional das empresas listadas no Brasil, mais especificamente em relação aos retornos sobre ativos (ROA) e sobre patrimônio líquido (ROE), e a outros indicadores lastreados no lucro antes de juros e impostos (EBIT) e no lucro antes de juros, impostos, depreciação e amortização (EBITDA). Empregaram-se, aqui, métodos quantitativos em um modelo de regressão linear. O trabalho teve como referência principal o artigo de Brown e Caylor (Corporate Governance and Firm Operating Performance, 2009). Os resultados foram mistos e inconclusos em termos de significância, ao modelar ROA, ROE e indicadores baseados em EBIT e EBITDA, contra os segmentos de listagem, mesmo empregando variáveis de controle como o valor de mercado, a razão entre o patrimônio líquido e o valor de mercado, e o endividamento das empresas. Recomenda-se, assim, para estudos futuros, aprofundar a análise e a determinação das variáveis de controle, além de buscar atenuar as limitações devidas à endogeneidade e à causalidade reversa, pelo uso de variáveis instrumentais, e pelo emprego de métodos econométricos mais robustos, como equações estruturais. / In this research, we understand corporate governance as a set of corporate practices potentially related to the operational performance and to the capital market performance of the firm, following several studies that have suggested such a relationship. The research intended to investigate whether there is a significant relationship between the listing in BM&FBOVESPA’s higher corporate governance segments, and the operational indicators of listed Brazilian companies, more specifically, return on assets (ROA) and return on equity (ROE), as well as other earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA) related indicators. Quantitative methods – linear regressions – were employed. The main reference for the research was Brown and Caylor’s article (Corporate Governance and Firm Operating Performance, 2009). The results were mixed and not conclusive in terms of significance, when modeling ROA, ROE and the other performance indicators in relation to the listing segments, despite market value, equity divided by market value, and debt to equity ratio as control variables. The study recommends future deeper analyses and selection of control variables, as well as addressing endogeneity and reverse causality limitations through the use of instrumental variables, and more robust econometric models such as structural equations modeling (SEM).