It has been widely accepted that profit maximisation the cornerstone of economic analysis. The prevalence of non profit maximising firms such as cooperatives, partnership and the increasing importance in stakeholders' interest has raised my interest in this topic. My thesis looks into the reasons that drive the prevalence of non-profit firms, such as the perception bias of managers, the special law and regulation in certain countries and the emphasis on the stakeholders' interests. I base my analysis mainly on the oligopoly model and provided analysis on how the market is like in non-profit maximising environment compared to profit maximsing environment. I find out that non-profit firm is not necessary less profitable under certain circumstance. First chapter introduces the related literature; second chapter focuses on the influence of managers' perception bias on firms' decision; chapter three applied a two stage model to see how for-profit firms and non-profit firms react under uncertainty and last chapter focus on the governance of cooperative/partnership.

自20世纪90年代起，金融及法律界学者逐渐提出到境外发达资本市场上市可以发挥其 “捆绑“作用：企业可以通过跨越本国薄弱的法律机制，受制于发达国家的法律以及监管，实现公司治理的提高。“捆绑理论起源于美国, 但随后也被运用于全球市场的其他角落。 问题关键在于本国市场与境外市场之间是否存在一个"质量差距", 因为只有在“质量差距“存在的情况下，“捆绑“的作用才有可能产生。 / 源于“香港“英文拼写中的第一个字母H，到香港上市的中国企业被统称为H-股公司。自“青岛啤酒“于1993成功于香港上市，至今香港联交所已有169 间H-股公司。其中，2002至2006 是到港上市的高峰期. 此期间，中国资本市场混乱，难以发挥为企业融资的作用。鉴于此，中国政府鼓励国内企业到香港上市，寄予通过香港更好的治理机制，实现对本土企业治理实践的提高。 / 当前，人们普遍认为香港上市可以顺利提高中国企业的治理实践。如若事实如此，我们有理由相信中国本土市场与香港市场之间存在明显的“质量差距“。也就是说香港市场的治理体系优于国内市场。此文以中小股东保护为出发点，于以下几个方面探讨两地之间是否存在“质量差距“：信息披露，独立董事，金融中介机构的“看门人“作用，证券法的公力救济，以及公司法，证券法的私力救济。 / In the 1990s, finance and legal scholars gradually proffered the view that cross-listing in a developed market functions as a "bonding" mechanism: a firm may improve governance practices in spite of the home country's weak legal institutions by subjecting itself to the legal and regulatory regime of the developed market. Initially developed in the context of overseas companies listed in the US, this bonding effect has been applied to other places of the global market as well. Critical to this scenario is the existence of a "quality gap" between the home and the foreign markets, which must exist for generating the bonding effect. / Chinese companies listed in Hong Kong are known as H-share companies for the first letter of the listing locality. Since the birth of the first H-share company, Tsingtao Beer, in 1993, a total of 168 H-share companies have floated on the Stock Exchange of Hong Kong. A majority of these companies were listed between 2002 and 2006. Around this period, the two domestic exchanges were highly volatile and failed to provide an efficient fund-raising device for Chinese companies. Against this backdrop, the Chinese government adopted the strategy of encouraging domestic companies list in Hong Kong, which is perceived to be a better governance regime, thereby bonding the governance practices of Chinese companies to a superior standard. / It is current conventional wisdom that the governance practices of Chinese companies can be enhanced indeed through pursuing a listing on the SEHK. If conventional wisdom so holds, we should believe there is a quality gap between these two markets. In other words, the governance regime of the Hong Kong market must be superior to that of China. Focusing on the level of protection for minority shareholders, this study questions the conventional wisdom in five areas: information disclosure, board independence, the gatekeeping role played by financial intermediaries, public enforcement of securities law, and private enforcement of corporate and securities law. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Meng, Fanpeng. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 300-331). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese. / INTRODUCTION --- p.1 / INFORMATION DISCLOSURE --- p.3 / INDEPENDENT DIRECTOR --- p.4 / GATEKEEPER --- p.4 / PUBLIC ENFORCEMENT --- p.5 / PRIVATE ENFORCEMENT --- p.5 / OVERALL BONDING EFFECT --- p.6 / Chapter CHAPTER I --- OVERVIEW --- p.7 / INTRODUCTION --- p.7 / Chapter 1.1 --- THE SOE REFORM --- p.7 / Chapter 1.1.1 --- Pre-1949 Era --- p.8 / Chapter 1.1.2 --- Leninist Model of State-Syndicate --- p.10 / Chapter 1.1.3 --- Power Delegating and Profit Sharing (PDPS) --- p.11 / Chapter 1.1.4 --- Corporatization --- p.12 / Chapter 1.2 --- THE ESTABLISHMENT OF THE CHINESE STOCK MARKET --- p.14 / Chapter 1.3 --- THE VOLATILITY OF THE CHINESE STOCK MARKET --- p.16 / Chapter 1.4 --- HONG KONG: A CAPITAL MARKET WITH CHINESE CHARACTERISTICS --- p.21 / Chapter 1.5 --- THE ROAD TO THE HONG KONG BOURSE --- p.26 / Chapter 1.6 --- AN ECONOMIC ANALYSIS OF CROSS-LISTING --- p.34 / Chapter 1.7 --- CONCEPTUAL FRAMEWORK --- p.39 / Chapter CHAPTER II --- LITERATURE REVIEW --- p.45 / INTRODUCTION --- p.45 / Chapter 2.1 --- CONCEPT OF CORPORATE GOVERNANCE --- p.47 / Chapter 2.2 --- AGENCY COST --- p.51 / Chapter 2.3 --- CONVERGENCE --- p.55 / Chapter 2.4 --- THE BONDING HYPOTHESIS --- p.59 / Chapter 2.5 --- CHALLENGING THE BONDING HYPOTHESIS --- p.65 / Chapter 2.6 --- CROSS-LISTING IN THE H-SHARE CONTEXT --- p.68 / Chapter CHAPTER III --- INFORMATION DISCLOSURE --- p.72 / INTRODUCTION --- p.72 / Chapter 3.1 --- GENERAL DIFFERENCES OF THE TWO DISCLOSURE REGIMES --- p.74 / Chapter 3.1.1 --- Rulemaking --- p.74 / Chapter 3.1.1(A) --- China --- p.75 / Chapter 3.1.1(B) --- Hong Kong --- p.75 / Chapter 3.1.2 --- Disclosure Medium --- p.76 / Chapter 3.1.2(A) --- China --- p.76 / Chapter 3.1.2(B) --- Hong Kong --- p.77 / Chapter 3.1.3 --- Disclosure Language --- p.78 / Chapter 3.1.3(A) --- China --- p.78 / Chapter 3.1.3(B) --- Hong Kong --- p.79 / Chapter 3.2 --- PROSPECTUS --- p.79 / Chapter 3.2.1 --- Financial Report --- p.80 / Chapter 3.2.1(A) --- China --- p.80 / Chapter 3.2.1(B) --- Hong Kong --- p.81 / Chapter 3.2.2 --- Business Activities, Products, and/or Services --- p.81 / Chapter 3.2.2(A) --- China --- p.82 / Chapter 3.2.2(B) --- Hong Kong --- p.83 / Chapter 3.2.3 --- Shareholding Structure --- p.83 / Chapter 3.2.3(A) --- China --- p.84 / Chapter 3.2.3(B) --- Hong Kong --- p.85 / Chapter 3.2.4 --- Development Plan --- p.85 / Chapter 3.2.4(A) --- China --- p.85 / Chapter 3.2.4(B) --- Hong Kong --- p.86 / Chapter 3.3 --- PERIODIC REPORTING --- p.86 / Chapter 3.3.1 --- Accounting Standards --- p.87 / Chapter 3.3.1(A) --- Accounting Harmonization --- p.87 / Chapter 3.3.1(B) --- China --- p.88 / Chapter 3.3.1(C) --- Hong Kong --- p.89 / Chapter 3.3.1(D) --- Harmonization Between China and Hong Kong --- p.90 / Chapter 3.3.2 --- Mandatory Quarterly Reporting (MQR) --- p.91 / Chapter 3.3.2(A) --- China --- p.91 / Chapter 3.3.2(B) --- Hong Kong --- p.92 / Chapter 3.4 --- AD HOC DISCLOSURE --- p.94 / Chapter 3.4.1 --- PSI --- p.94 / Chapter 3.4.1(A) --- China --- p.95 / Chapter 3.4.1(B) --- Hong Kong --- p.96 / Chapter 3.4.2 --- Disclosure of Connected Transactions --- p.97 / Chapter 3.4.2(A) --- China --- p.98 / Chapter 3.4.2(B) --- Hong Kong --- p.102 / Chapter 3.4.3 --- Disclosure of Notifiable Transactions --- p.106 / Chapter 3.4.3(A) --- China --- p.106 / Chapter 3.4.3(B) --- Hong Kong --- p.108 / CONCLUSION --- p.111 / Chapter CHAPTER IV --- INDEPENDENT DIRECTOR --- p.113 / INTRODUCTION --- p.113 / Chapter 4.1 --- AGENCY COST, BOARD INDEPENDENCE, AND CORPORATE PERFORMANCE --- p.116 / Chapter 4.2 --- INDEPENDENT DIRECTORS IN CHINA --- p.119 / Chapter 4.2.1 --- Regulatory Rules --- p.119 / Chapter 4.2.1(A) --- Guidelines for the Articles of Association of Listed Companies --- p.120 / Chapter 4.2.1(B) --- Guiding Opinions on the Establishment of Independent Director System for Listed Companies --- p.121 / Chapter 4.2.1(C) --- Principles of Corporate Governance for Listed Companies --- p.123 / Chapter 4.2.2 --- Implementation of the Institution of Independent Director --- p.125 / Chapter 4.2.3 --- Empirical Results --- p.126 / Chapter 4.2.4 --- A Wrong Prescription for the Governance Disease --- p.127 / Chapter 4.3 --- INDEPENDENT DIRECTORS IN HONG KONG --- p.132 / Chapter 4.3.1 --- Regulatory Rules --- p.132 / Chapter 4.3.1(A) --- Listing Rules --- p.133 / Chapter 4.3.1(B) --- Code on Corporate Governance Practices --- p.134 / Chapter 4.3.2 --- The Same Wrong Prescription --- p.136 / Chapter 4.4 --- INDEPENDENT DIRECTORS OF H-SHARE COMPANIES --- p.140 / Chapter 4.4.1 --- Regulatory Rules --- p.141 / Chapter 4.4.2 --- Comparison of the Minimum Mandatory Requirements --- p.142 / Chapter 4.4.3 --- Sample Study --- p.143 / Chapter 4.4.3(A) --- Employment of INEDs --- p.143 / Chapter 4.4.3(B) --- Specialized Committee --- p.144 / Chapter 4.4.3(C) --- Occupational Background of INEDs --- p.145 / CONCLUSION --- p.146 / Chapter CHAPTER V --- GATEKEEPER --- p.148 / INTRODUCTION --- p.148 / Chapter 5.1 --- SPONSOR --- p.151 / Chapter 5.1.1 --- China --- p.152 / Chapter 5.1.2 --- Hong Kong --- p.157 / Chapter 5.2 --- AUDITOR --- p.163 / Chapter 5.2.1 --- China --- p.163 / Chapter 5.2.2 --- Hong Kong --- p.168 / Chapter 5.3 --- CORPORATE ATTORNEY --- p.173 / Chapter 5.3.1 --- China --- p.173 / Chapter 5.3.2 --- Hong Kong --- p.177 / Chapter 5.4 --- CRA --- p.182 / Chapter 5.4.1 --- China --- p.183 / Chapter 5.4.2 --- Hong Kong --- p.189 / CONCLUSION --- p.192 / Chapter CHAPTER VI --- PUBLIC ENFORCEMENT --- p.196 / INTRODUCTION --- p.196 / Chapter 6.1 --- PUBLIC ENFORCEMENT IN CHINA --- p.199 / Chapter 6.1.1 --- CSRC --- p.199 / Chapter 6.1.1(A) --- The Primitive Stage --- p.200 / Chapter 6.1.1(B) --- The Medieval Stage --- p.201 / Chapter 6.1.1(C) --- The Modern Stage --- p.204 / Chapter 6.1.1(D) --- CSRC Sanctions --- p.204 / Chapter 6.1.2 --- Stock Exchange Self-Regulation --- p.207 / Chapter 6.2 --- PUBLIC ENFORCEMENT IN HONG KONG --- p.213 / Chapter 6.2.1 --- Hong Kong Government --- p.213 / Chapter 6.2.2 --- SFC --- p.214 / Chapter 6.2.3 --- MMT --- p.219 / Chapter 6.2.4 --- SEHK --- p.221 / Chapter 6.2.5 --- The CITIC Pacific Case --- p.223 / Chapter 6.2.6 --- Maintenance of the Non-statutory SEHK Listing Rules --- p.226 / Chapter 6.3 --- EFFECTS OF REPUTATIONAL SANCTIONS IN CHINA AND HONG KONG --- p.230 / Chapter 6.3.1 --- Do Listed Companies Care? --- p.230 / Chapter 6.3.2 --- Share Price Reaction --- p.232 / Chapter 6.3.2(A) --- Sample --- p.232 / Chapter 6.3.2(B) --- Measurement of Cumulative Abnormal Returns (CAR) --- p.233 / Chapter 6.3.2(C) --- Results --- p.234 / Chapter 6.3.3 --- Collateral Effects --- p.235 / Chapter 6.4 --- LIMITED EFFECTS OF REPUTATIONAL SANCTIONS ON H-SHARE COMPANIES --- p.237 / CONCLUSION --- p.240 / Chapter CHAPTER VII --- PRIVATE ENFORCEMENT --- p.242 / INTRODUCTION --- p.242 / Chapter 7.1 --- SECURITIES LAW --- p.245 / Chapter 7.1.1 --- China --- p.245 / Chapter 7.1.2 --- Hong Kong --- p.248 / Chapter 7.2 --- CORPORATE LAW --- p.253 / Chapter 7.2.1 --- The Common Law Rule in Foss v Harbottle --- p.253 / Chapter 7.2.2 --- The New Derivative Action in China --- p.255 / Chapter 7.2.2(A) --- Background --- p.255 / Chapter 7.2.2(B) --- Locus Standi --- p.257 / Chapter 7.2.2(C) --- Standing Requirement --- p.260 / Chapter 7.2.2(D) --- Personal Benefit --- p.261 / Chapter 7.2.2(E) --- Funding the Action --- p.262 / Chapter 7.2.3 --- The Statutory Derivative Action in Hong Kong --- p.265 / Chapter 7.2.3(A) --- Member --- p.266 / Chapter 7.2.3(B) --- Specified Corporation --- p.267 / Chapter 7.2.3(C) --- Misfeasance --- p.268 / Chapter 7.2.3(D) --- Preconditions for Leave --- p.269 / Chapter 7.2.4 --- Private Enforcement Under the MPAAOs --- p.274 / Chapter 7.2.4(A) --- Enforcement by Arbitration --- p.274 / Chapter 7.2.4(B) --- Arbitration Procedures --- p.278 / Chapter 7.2.4(C) --- Enforcement of Arbitral Awards --- p.281 / CONCLUSION --- p.286 / CONCLUSION --- p.288 / INFORMATION DISCLOSURE --- p.289 / INDEDPENDENT DIRECTOR --- p.291 / GATEKEEPER --- p.292 / PUBLIC ENFORCEMENT --- p.296 / PRIVATE ENFORCEMENT --- p.297 / OVERALL BONDING EFFECT --- p.299

Chief Executive Offier (CEO) characteristics, such as the level of risk aversion, are known to affect corporate financial policies, and therefore are likely to impact corporate liquidity decisions. We examine changes in cash holdings around CEO turnover events, a period in which discrete changes in managerial preferences and abilities are likely to have the most dramatic effect on cash holdings. Our results suggest that cash holdings increase significantly following forced departures. The increase is persistent over the successor's tenure and is robust to controls for the standard firm-level determinants of cash holdings and corporate governance characteristics. We find that higher cash holdings arise mainly through the management of net working capital, as opposed to asset sales or reductions in investment. This suggests that the changes are optimal for shareholders rather than an indication of serious agency problems. This conclusion is supported further by our finding that the marginal value of cash does not decrease following the turnover.

Táto štúdia sa zaoberá súčasným procesom transformácie nemocníc na obchodné spoločnosti v Českej republike a na Slovensku. Podáva teoretický pohľad na sektor zdravotníctva a prakticky porovnáva jednotlivé právne formy nemocničných zariadení.Na príklade nemocníc Plzeňského kraja a Nemocnice s Poliklinikou v Levoči skúma prvé dopady na hospodárenie, riadenie a kontrolu zdravotníckych zariadení.

This thesis investigates corporate governance in Saudi Arabia by examining the perceptions of different stakeholder groups. The study examines the understanding of corporate governance, the current practice, the corporate governance framework and the impact of the social, cultural and economic aspects on the situation on corporate governance in Saudi Arabia. The study uses semi-structured interviews and a questionnaire survey with wide groups of stakeholders and an accountability perspective is adopted to interpret the results. The findings suggest that corporate governance in Saudi Arabia is in its early stages and is characterised by a lack of accountability, a weak legal framework and poor protection of shareholders. The influence of the social, cultural and economic factors is evident and boards of directors are dominated by major shareholders; thus good corporate governance practices have many challenges.

This thesis consists of three empirical studies investigating, from various perspectives, the corporate motivations to join one of the largest voluntary initiatives promoting sustainability: the United Nations Global Compact (UNGC). I employ three different statistical techniques, logistic regression analysis, event history analysis and structural equation modelling. The first study provides evidence from a field experiment on shareholder engagement effectiveness in general and on which tactics are more effective in engaging publicly traded firms. The experiment consists of an invitation letter sent by the Principles for Responsible Investment Clearinghouse, one of the largest worldwide coalition of investors, to encourage companies to sign up the United Nations Global Compact. I use a theoretical model for investor salience in order to understand the impact of the engagement. To the best of my knowledge, this is the first large-scale research on engagement using randomized controlled trials in the academic literature and in practice. The aim of the second study is three fold. First, most academic literature focuses on how the adoption of the UNGC impacts on the implementation of environmental, social and corporate governance (ESG) performance; this study addresses how ESG performance shapes the CSR strategy, namely, the UNGC. Next, I explore to what extent the ESG performance of firms adopting the UNGC change over time. Finally, this paper investigates whether the existence of controversies is a determinant for joining the initiative. Results show that, in all cases, ESG performance is significant and positively related to the adoption of the Ten Principles. Furthermore, results show that ESG performance differs across different points in time. Contrary to my expectations, controversies have no influence on UNGC membership. The third and final study examines the effect of the characteristics of the board of directors on the adoption of the UNGC/GRI by US-based firms. I investigate whether and how a CSR oriented board chooses the UNGC/GRI as part of their firms reporting strategy. I also consider the level of environmental and social performance as a mediator for such a decision. Results show that there is a positive and significant relationship between the board and environmental and social performance, and between environmental and social performance and the adoption of voluntary CSR initiatives. This relationship is stronger for social performance and for the GRI. Overall, this thesis provides further evidence about motivations to join the UNGC. The outcomes of this thesis are of relevance for shareholders and investor coalitions, policy makers, and other groups of stakeholders. Theoretically, this thesis adds to the literature on shareholder engagement, strategy and corporate governance.

[pt] Surgido incialmente na Inglaterra e EUA, o movimento de governança corporativa ganhou repercussão considerável na última década em função da pressão crescente de investidores e acionistas minoritários por maior transparência na divulgação de informações. No Brasil, só muito recentemente, o tema vem atraindo a atenção de empresas, estudiosos e investidores como consequência em grande parte da necessidade de profissionalização das companhias com o processo de privatização de estatais e globalização. A partir de uma amostra de 145 empresas brasileiras não financeiras listadas em bolsa em 2002, o estudo busca verificar se existe uma relação estatisticamente significante entre os padrões de governança corporativa observados nas empresas brasileiras e seus respectivos valores de mercado e desempenho, particularmente, através da utilização de uma modelagem estatística de regressão múltipla linear. Os resultados revelam que os modelos propostos são válidos estatisticamente com um nível de confiança de 95% e que a estrutura de governança corporativa influencia desempenho e valor de mercado de forma distinta. / [en] Initially born in United Kingdom and United States, the corporate governance movement received a considerable repercussion during the last decade as a result of the growing demand of investors and minority shareholders for higher levels of transparency. In Brazil, only very recently, this subject started to call the attention of companies, investors and researchers mostly as a consequence of the globalization and privatization process. From a sample containing 145 non financial listed Brazilian companies in 2002, this study aims to verify the existence of a statistically significant relation between the observed Brazilian patterns of corporate governance and the respective firm market values and performance, particularly, using multiple linear regression modeling. The results reveal that the proposed models can be considered statistically valid with a level of confidence of 95% and also that the corporate governance structure affects performance and market value in a distinct way.

M.Com., Facultyof Commerce, Law and Management, University of the Witwatersrand, 2011 / Following the release of the King III report on Corporate Governance for South Africa in March 2010, South African companies are expected to embrace the concept of integrated reporting in which they are required to report on their strategies, corporate governance, risk management processes, financial performance and sustainability. More importantly, companies need to show how these components of integrated reporting are linked to one another, so that stakeholders can make informed decisions about their current performance as well as their ability to create and sustain value in the future. The purpose of this report by is to determine whether the level of reporting by South African listed companies has improved subsequent to the release of the King III report. The findings of this study reveal improvements in this regard. However, there is still a need for further improvement in the level of reporting by South African listed companies in order to achieve the objective of integrated reporting.

abstract: 当前，上市公司的盈余管理问题已是我国资本市场中普遍存在的突出问题。一般来说，一些企业为了满足资本市场对于上市、增发等条件的要求,以及为有效推动企业的并购、重组等行为的顺利实现,甚至为了谋求公司管理层的个别利益,往往运用盈余管理等举措实施公司财报及关键指标的粉饰修正，让不知情的股民蒙受一定的损失。普遍分析显示，我国股市中民营企业比其他企业遭遇的问题和压力更多、更大、更突出,因此民营企业从客观上来说拥有更强的盈余管理动机。而从当前我国资本市场的实际情况来看，我国相关专家学者对盈余管理的系统性深入研究，一般都瞄准了上市企业群体或持续亏损企业，对盈余管理的研究不系统、不全面、不深入，这将对我国进一步提升盈余管理监管水平构成一定不利影响。当前，由于我国民企在自身管理及发展动力方面的特殊性,我国民企的管理、盈余管理特点和国外上市公司还存在着很大的不同,进一步深入研究我国民企上市公司自身管理方面的突出特点，以及其对企业盈余管理等方面的深层次影响,有助于监管层对症下药，更有针对性地研究出台全新的监管措施,进一步提升管理水平。这还可以为公司发展的决策层及相关会计信息使用人员提供一定的决策参考, 因此其拥有十分重要的意义。 本文首先认真总结分析了有关上市企业治理结构和盈余管理等方面的历史文献资料，依托当前资本市场上普遍运用的委托代理、内部人控制和契约等理论，系统研究了我国民企上市公司在自身治理结构方面的突出特征以及其对盈余管理方面所构成影响的深层次原理。在此基础上，本文通过2015-2017年我国上市企业数据，基于截面Jones模型对民营企业和非民营企业盈余管理程度进行测算和比较分析，发现民营企业盈余管理程度更高；从四个层面系统研究民企公司自身的治理结构突出特点,设立回归模型论证了民营企业独特的公司治理结构特征对盈余管理程度确实会产生影响；最后,本文进一步利用修正的费尔萨姆一奥尔森估价模型对民营上市公司盈余管理有公司价值的关系进行了验证，发现两者具有显著相关性。 / Dissertation/Thesis / Doctoral Dissertation Business Administration 2019

This study uses agency theory to test whether the demand for quality audits by listed Chinese companies is associated with changes in ownership structure, which is characterized by the dominance of the state, institutional and individual shareholders. The empirical test results obtained in a concentrated ownership setting are supportive of agency theory. Specifically, I find that the decrease of state shares and the corresponding increase of institutional shares result in a demand for higher-quality audits in China’s stock market. The results provide empirical support for the government’s recent initiative in reducing state ownership in listed companies to improve firm performance and the supply of quality accounting information through independent auditing.