This research primarily examines the trends of changing characteristics of corporate boards within New Zealand listed firms. Expressing in a quantitative framework, this research provides an insight of how board compositions have changed over the past decade, within which two major corporate governance legislative reforms have occurred. These two reforms are known as the Companies Act in 1993 and the New Zealand Corporate Governance Best Practice Code in 2003. This study aims to cover a full range of board characteristics mentioned in previous related literatures in order to give a more complete view. Sixteen variables are selected and examined: board size, board independence, multiple directorships, CEO compensation, chair and director fees, CEO duality, gender diversity, staggered board, directors' ownership, director tenure, directors' experience, committee existence, committee independence, CEO involvement on board committees, board and committee Meetings, directors' educational and industrial background. Within the above variables, board size, board independence and CEO duality receives the most attention from New Zealand investors and regulators. Tendencies of movements regarding these characteristics appear to collaborate with public expectations. Board size has decreased while independence has increased throughout the periods examined. CEO duality phenomenon sharply reduced during the periods after 2003 legislative reform. Committee independence has also grown according to the public recognition, especially for audit committees. CEO involvements on board committees are less than before. Boards within New Zealand listed firms desire more diversification of both gender and backgrounds of directors. These findings fill the gap of the evolution of corporate boards’ characteristics of New Zealand listed firms over the past decade.

Purpose: This PhD research examines how two different institutional logics of corporate governance have shaped the discourse on executive remuneration. Corporate Logic implies executives are intrinsically motivated and will act in the best interests of shareholders as long as their total remuneration is competitive and fair. On the other hand, Investor Logic implies executives are extrinsically motivated (opportunistic) and will only act in the best interests of shareholders if short- and long-term incentive schemes are designed appropriately. Approach: The research has an interpretive methodology and consists of three phases. First, the diffusion of both Logics is examined through a content analysis of a large sample of corporate governance codes of practice and corporate annual reports. Second, how both Logics are embedded in the remuneration principles and practices that are recommended by code issuers and adopted by companies is scrutinised using discourse analysis. Third, how both Logics have shaped the beliefs and decision-making of non-executive directors, executives, and others is studied using discourse analysis. Findings: Both Logics are embedded in the discourse on executive remuneration, although there has been a strengthening of Investor Logic over time. Both Logics co-exist as distinct from compete in the discourse because it has become taken-for-granted that executives should be remunerated comparably to other executives (Corporate Logic) and in line with shareholder returns (Investor Logic). Directors and others manage tension between Corporate Logic and Investor Logic by prioritising (or ordering) the Logics. Theoretical implications: The research shows how competitive and institutional pressures influence how remuneration decisions are made and reported. However, institutional change is complex because companies influence and are influenced by code issuers and others. Practical implications: As both Logics are embedded in the beliefs of companies, code issuers and others, executive remuneration practices have become unnecessarily complex and convoluted. The case for a simpler approach to executive remuneration is advanced.

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Purpose: The purpose of this study is to present an overview of the Swedish listed companies and their compliance with the Code and its normative rules for independent decision-making.  Methodology: The authors have read and delved into the Swedish Code of Corporate Governance. The authors have chosen to study the enforcement of the code based on independent bracing guidelines. The study was conducted through a combined quantitative and qualitative approach. The study is based on primary data collected in the form of companies' corporate governance reports, which have been supplemented by structured interviews. Frame of reference: Swedish ownership structure and concentrated ownership, self regulation and normative guidelines, institutional theory and earlier research on this topic. Empirical foundations: A comparison of the selected companies has been based on the independence rules of the Swedish Code of Corporate Governance. A specific company has been presented with the company's application of the code, interviews have also been done with this company to increase the understanding of the empirical basis further. Conclusions: There are several flaws with the code and how it is applied today. The Code is complied with in an inadequate manner, and in some cases not complied with at all. The authors of this paper believe that the code, through normative guidelines, will not have a self-regulating effect on an independent decision-making in companies in Sweden.

In the evolving global economy, boardroom governance has forged an increasing influence on what transpires in corporations today. Within the boardroom, expectations of board directors and executive management (key actors) have shifted dramatically due to the financial failures (i.e., Enron and WorldCom, etc.) and the ensuing global financial crisis in the 2000s. The belief is that these directors and managers contributed greatly to these crises (Boerner, 2011). Consequently, there is a growing appeal to study boardroom governance and the roles of board directors and executive managers, not from a structural description, but rather from a behavioral perspective. In the literature, corporate governance structural framework is well informed while the behavioral framework is lacking. Often referred to as a black box, board behavior is not well understood because board processes are not easily observed nor are researchers readily invited to do so (Barratt & Korac-Kakabadse, 2002). There is therefore a clear call for studies to examine the black box of boardroom governance (Erakovic & Overall, 2010; Lockhart, 2010; Huse et al, 2011). Recognizing this demand, an examination of the beliefs and values of the board directors and executive managers in their boardroom culture, was undertaken as the starting point to open the black box of boardroom governance.

This thesis seeks to explore and understand the appointment process of first-time FTSE 100 NEDs. It has been widely acknowledged for over three decades that the appointment process of NEDs is an opaque process involving a homogeneous group of people in an ‘old boys’ network. Corporate governance reforms recommend a formal and transparent appointment process which taps into a wider pool of talent. Companies comply with these recommendations yet there has been scant change in the composition of corporate boards. The pilot study consisted of nine interviews with the main stakeholders in the appointment process of a NED, namely Chairman, Executive Search Firms and NEDs. Analysis of the interview transcripts revealed that reputational capital was the basis on which a first-time NED appointment was made after the Chairman had carried out an extensive vetting process to establish the fit of the individual. The main study, based on 15 first-time FTSE 100 NED interviews, sought to understand reputational capital, its constituent parts and how individuals developed it. Further, it sought to explore how an individual’s fit for a NED was established. The analysis revealed that the reputational capital of an appointed NED was a blend of sufficient levels of human, social and cultural capital which had been communicated to the Chairman and other members of the corporate elite. A first-time NED, in gaining a foothold on a corporate board was also entitled to membership of the corporate elite. As reputational capital drives success of directors in the corporate elite, new individuals needed to fit with the norms and values appropriate for membership and carry no reputational risk for existing members particularly the Chairman. This research offers three main contributions to the literature. Firstly, at a theoretical level it extends the concept of board capital to include cultural capital in addition to human and social capital. Secondly, it proposes a conceptual framework which demonstrates how an individual builds reputational capital over the course of a career to secure fit for a first- time NED, as a position in the corporate elite. The framework clarifies our understanding of reputational capital as a combination of human, social and cultural capital in a unique blend of board capital. This board capital is communicated through reputation building activities to members of the corporate elite. Thirdly, at an empirical level it provides an understanding of the FTSE 100 NED appointment process.

Stakeholder’s levels of trust and confidence in a company’s operational efficiency and leadership have been influenced negatively by some scandals in the last two decades. This creates a need for governance and transparency, through which corporate governance and social responsibility issues can get more attention from researchers, business and governmental and non-governmental bodies. Corporate governance and corporate social responsibility have also developed to a greater extent in the last decade because of financial crises, corporate scandals and globalization. More specifically, since the early 1990s, corporate governance has received the global attention and consideration in business organizations, financial institutions and governmental agencies required to potentially secure shareholder and stakeholder value. Furthermore, the need for corporate governance has become more important for operational efficiency as it could reduce information asymmetry and build investors’ and stakeholders’ confidence. The main aim of this thesis is to determine if corporate governance codes could be standardized based on a comparative study of two corporate governance codes in South Africa and Sweden and their application in the financial institutions of Nedbank and Nordea respectively. This thesis investigates how corporate governance influences business activities and reporting with an emphasis on assessing integrated reporting of social responsibility. This thesis also describes how Governance Metrics (GMI) attributes can measure the effective implementation of corporate governance codes that contribute to the achievement of sustainable business development and the maintenance of a secured relationship with shareholders and stakeholders. The findings of this thesis indicate that it is difficult to reach an agreement and we conclude that corporate governance should not be standardized because countries differ in their legal structure (laws and governing regulations), cultural and traditional background. Consequently, companies that operate within these countries are required to comply with the respective country’s laws, regulations and values; besides the corporate governance codes. As to stakeholder’s engagement, both Nedbank and Nordea have steady corporate values with clear focus on stakeholder value by providing the best services and social responsibility activities. The Nedbank and Nordea Board of Directors have shown greater accountability in the management of risk and their compliance with corporate governance codes regarding the Governance Metrics (GMI) attributes. To summarize, the managerial implication of the thesis is that companies within the same line of industry should see and use corporate governance code practices and reporting standards and adopt some of the codes, which can fit their own context.

The separation of ownership from control, which characterises the modern firm, necessitates monitoring and inducement mechanisms to ensure that managers maximise shareholder wealth. This study investigates the relation of firm value to these corporate governance mechanisms. The results of the analysis show that there is considerable interdependence between corporate governance and firm structure variables. Most importantly, it appears that the two principal governance mechanisms, managerial equity ownership and the board of directors, are optimally chosen. The methodology employed here suggests that previous work has not fully accounted for the comprehensive and simultaneous nature of the governance process. Weaker evidence is obtained for directors' remuneration and outsider equity ownership. Directors' remuneration is substantially determined by the structure of the firm, and is not strongly related to the performance of the firm. In addition, it appears that large equity investors have different motivations and their presence within a firm's ownership structure may not always be associated with a monitoring function.

We investigate how the evolution of ownership structure affects corporate financial and operating performance and corporate strategies. In particular, we study whether the shift in control rights away from the dominant shareholder mitigates agency problems and accordingly expropriation of minority investors by the controlling shareholder. More specifically, does the increase in power of the second large shareholder manifest in the firm’s operating and financial performance, and financing and operating strategies? Using ownership data for 1996 and 2008 representing 403 firms from nine East Asian countries, we find strong and robust evidence that the change in the voting rights of the second largest shareholder over these twelve years is associated with higher firm valuation, better operating performance, better access to long term financing, more efficient operation management strategies and a higher dividend payout ratio. Consistent with prior literature that finds multiple large shareholders play an internal governance role and mitigate agency problems, our findings imply that an increase in the voting rights of the second large shareholder improves firm’s corporate governance and mitigates agency problems consequently increasing firm performance and improving strategies.