The main purpose of the master thesis is to determine the role of corporate governance in solving the economic and financial crises. This is done through explanations of events that led to the current form of Corporate Governance in developed countries. Corporate Governance is defined as the set of rules governing the relationship between owners and managers. The thesis present the basic model of the relationship management, which allows to evaluate the form of Corporate Governance in selected countries. At the same time clarifies the causes of economic crises since the 90s of the 20th century to the present from the perspective of Corporate Governance.

Corporate governance issues have become increasingly important to financial managers and shareholders. Firms that are plagued by poor performance, incompetent managers, or excess agency costs have become the subject of a dramatic increase in shareholder activism. Dissident shareholders, who are unable to launch costly takeover bids or proxy contests, have initiated a process of governance reform through the use of shareholder sponsored proposals. Shareholder proposals are a direct attempt to reverse operating or voting policies, such as a proposal to repeal a classified board. Managers announce shareholder proposals in a proxy statement and typically include a vote recommendation against the proposal. In the first essay, I find an unfavorable stock price reaction to the announcement of a shareholder proposal. In some cases, however, management supports the proposal and negotiates an agreement with the proposing shareholder. Stock prices react favorably to a settlement announcement. If managers are willing to negotiate with shareholders, they are perceived to be acting in the best interest of shareholders. If managers are unwilling, shareholders believe a severe agency problem exists. In the second essay, the effect that ownership structure has on voting outcomes of shareholder proposals is examined. I find a direct relationship between the percentage of votes cast in favor of the proposal and levels of institutional ownership. There is an inverse relationship between the percentage of votes and managerial ownership and firm size. Large firms with powerful owner-managers present the greatest obstacle to the success of shareholder proposals. The repeal of shareholder rights plans is one of the most frequently used shareholder proposals. By adopting the rights plan, managers increase the probability of defeating a takeover, but increase their power in negotiating with a potential acquiring firm. In the third essay, I find that firms who combine a rights plan with high debt levels construct a powerful defense against a hostile takeover. Shareholders target these high debt firms and design proposals to repeal the rights plan.

This thesis investigates the phenomena that underlie corporate governance practices in the Nigerian banking sector (NBS); the purpose is to understand the nature of corporate governance and the factors influencing it. It offers a response to a number of concerns raised about the effectiveness of banks’ corporate governance practices, especially before the consolidation reform and during the 2007-2009 global financial crisis. Culture and leadership are identified as providing the most suitable theoretical framework for this study, and through grounded theory (GT), an empirical study is undertaken to identify the nature of corporate governance practices in banks, the factors that influence such practices and the outcomes of this influence. The GT methodology is used in the following ways: First, a comparative analysis is performed in the open coding stage, based on first and second series of semi-structured interviews and focus group discussions conducted with the executive managers of the 24 quoted banks in Nigeria, officials from the Central Bank of Nigeria (CBN), representatives of the Nigerian Deposit and Insurance Corporation (NDIC), and other stakeholders. The open coding leads to the development of eight open categories, their properties and dimensions based on the responses garnered from the interviews and focus groups. Second, through axial coding, the identified open categories are subsumed into higher categories, and the relationships among these categories are established by means of the paradigm model. The paradigm model provides the basis for the development of a substantive GT. Third, through the selective coding process, based on a third series of semi-structured interviews that identify human action and a lack of leadership as core categories, relationships with other sub-categories are verified, which eventually leads to the presentation of the substantive theory of corporate governance for banks. This theory perceives corporate governance practice in banks to be affected by human actions and a lack of leadership. This substantive theory is then explored in relation to the formal theories of culture and leadership; this offers an understanding of the corporate governance of banks in Nigeria and explains the relevance of the formal theories more clearly. Furthermore, the idea of the social contract in relation to cooperation and trust is presented as a tool with which to address free-rider issues. The use of GT is extended to explore the phenomena underlying corporate governance in the given context, providing a better understanding of the influence of culture and leadership in corporate governance theorising. Finally, this thesis is the first attempt to combine the GT methodology, corporate governance and the theories of culture and leadership, and to offer insight into how to address the identified issues using the social contract strategy through trust and cooperation, making it a useful guide on corporate governance for banks.

published_or_final_version / Business Administration / Master / Master of Business Administration

This thesis documents a study of the factors associated with Boards of Directors’ strategic decisions. The premise upon which such a research initiative is founded concerns the increased interest of academics and business practitioners in Board of Directors in the U.K and in U.S in part arising from recent financial scandals made in major public companies. Despite this increased attention to Board of Directors, it is acknowledged that Boards of Directors is one of the most under-researched management topics and its research is limited in scope and scale. An extensive review of the literature revealed that a useful contribution to knowledge could be derived from the investigation of the factors that influence Boards’ strategic decisions in quoted organisations. The research objectives is then to investigate the strategic decisions Boards of Directors and the organisation make by examining the environmental factors associated with the Board, the characteristics of the Board such as age, education, experience, composition, the Boards’ strategic choices in areas such as innovation, strategic decisions and to examine the influence the Boards have on performance. Despite the significant research interest in this topic, knowledge is still incomplete. This thesis makes a significant contribution to the strategic management literature by developing an integrative framework which examines strategic decisions from both content and process perspectives. The model developed, identifies the influence on strategic decisions, the environment, the characteristics of the Boards of Directors and its involvement has as influence on strategic decisions. The empirical study is carried out in a new cultural context; Greece and more specifically to listed firms on the Athens Stock Exchange. A theoretical model has been created and following a deductive approach, primary data through questionnaires was collected from 105 Greek listed organisations. Data was analysed according to their descriptive properties and underlying correlation structure. Several principal components were derived from these analyses which were used in hypothesis testing. Subsequently, a multiple regression and GLM analyses were conducted in order to examine the interrelationships between the factors associated with Boards’ strategic decisions. The research findings are discussed and considered in light of current knowledge in the area. A number of conclusions are made from the findings. Furthermore, implications for academics and business practitioners are drawn that indicate the relevance and applicability of this research to corporate governance practices. Limitations of the research and possible future research are set out. The thesis is organised into seven chapters which are entitled in the following order: literature review of Boards of Directors and development of theoretical framework; empirical approach and conceptualisation of the factors associated with boards’ strategic decisions; descriptive research findings; principal component analysis and construction of scale indices; multiple regression and GLM analyses; and, conclusions and implications of the study.

This thesis adds to the ongoing accounting and financial literature by investigating the determinants and economic effects of corporate disclosure in a low disclosure environment – the two Chinese stock markets.  It examines two research questions: whether the imposition of exogenously-imported corporate governance legislation and international accounting standards (IAS) lead to a fundamental improvement of corporate disclosure practices; and the estimation risk perspective of whether increased corporate disclosure results in a lower cost of equity capital through reducing the risk premiums on information uncertainty on firm-special characteristics. Results for the first question demonstrate that, while corporate disclosure is increased over time, neither advanced corporate governance mechanisms nor the IAS facilitate material improvement in voluntary disclosure.  Instead, the ownership structure, especially foreign-ownership, seems to play a more essential role in determining companies’ disclosure practices. In regards to the second research question, this thesis shows stock prices of listed Chinese companies are largely informational inefficient, and that, under this circumstance, the level of corporate disclosure is strongly negatively associated with stock return volatilities.  This negative association appears to result from the high-margin decrease in information asymmetry on firm-special characteristics when listed companies increase mandatory disclosure.  This finding therefore provides further country-level evidence in support of the view that the extent of negative association between corporate disclosure and the cost of equity capital is primarily dependent upon the features of stock markets and the disclosure environment in different nations. This thesis concludes with recommendations for the Chinese government and the market regulator, the China Securities Regulation Committee (CSRC), to fundamentally improve current political and legal systems and to effectively enforce the mandatory disclosure legislation.

Purpose: The thesis aims to explore the roles that board directors undertake and understand whether there is an impact of the external organisational environment as well as several board characteristics on these roles. Design/ Methodology Approach: Building on existing literature a model is developed to test hypothesized relationships—i.e. directors’ roles with external environment and board characteristics. Measurements are designed—withdrawing them from the literature—to collect quantitative data from directors of UK organisations. The responses were collected from 115 directors working in UK organisations. Principal component analysis is conducted to reduce the data and propose a set of directors’ roles and correlation as well as regression analyses are utilised in order to test the hypothesised relationships. Findings: The results of the principal component analysis propose a set of six distinct roles for board directors, providing a new framework for future researchers. In addition, it is found that both the external environment and the board characteristics have some impact on what directors do, extending the limited empirical evidence found in the literature. However, the theoretical framework needs further examination and research. Limitations/Future Recommendations: The current thesis is evidenced by various limitations. Firstly, additional constructs can be added as determinants of the directors’ roles. Secondly, the response rate in the survey is low, which is regarded as a limitation, although there are limited studies offering quantitative results from board members.

A research report submitted In partial fulfilment of the degree of Masters of Commerce in Accounting, School of Accountancy, 2015 / This study is concerned with the adoption of materiality as a key reporting principle in the integrated report. This study investigates how preparers are determining which information is material and ought to be included in their integrated reports. The influence of logics is observed through an investigation of the different conceptualisations of the materiality concept by the preparers of integrated reports. Qualitative data was gathered from interviews with preparers of integrated reports in South Africa. The data was analysed using a grounded theory approach and the interplay between old and new logics that are shaping materiality in integrated reporting was identified. The findings of this research indicate that there are three groups of preparers each embodying different logics. The compliance preparers view integrated reporting as a compliance exercise. The stakeholder-aware preparers are aware that the integrated report should communicate with a wide variety of stakeholders and the interpretive preparer uses the integrated report not only to communicate to stakeholders but to identify weaknesses with in the entity. The findings also indicate that there are variations in practices and understandings of materiality and reveal differing organisational priorities which highlight the extent to which materiality is a social and behavioural phenomenon. The research adds to the limited body of corporate governance research drawing on an interpretive epistemology to explore recent reporting developments in a South African context the findings of this study will be relevant for the current debate about materiality in the integrated report, especially given the emergence of integrated corporate report. Keywords: King 3, GRI, Sustainable reporting, South Africa, Materiality, Institutional Logics, Integrated report. / MT2017

Thesis advisor: Philip E. Strahan / In my first essay, I explain the rise of transferable managerial skills in the CEO market. I show that growing competition in the product markets is a key factor driving the increased importance of CEOs’ transferable managerial skills, specifically industry-transferable skills. To rule out the endogeneity of CEO-firm matching, I exploit the exogenous shocks of the Canada-United States Free Trade Agreement (FTA) of 1989 and the deregulatory policy in the 1990s. I show that CEOs with these skills outperform in competitive markets and are a good match for firms’ innovation-based competition strategy. In my second essay, we explain why firms in the same board-interlock networks tend to have similar corporate governance practices. Specifically, we utilize a novel instrument based on staggered adoptions of universal demand laws across states to identify causal peer effects in firms’ decisions to adopt various governance provisions. We find that a firm’s propensity to adopt these provisions increases after other firms in the same board interlock network choose to adopt similar policies. The impact of universal demand laws on the incentives faced by directors as they seek to maximize their career outcomes is a likely mechanism explaining these effects. In my third essay, I identify the effects of the gender of CEOs’ offspring on corporate performance. First, acquisitions, debt and equity offerings made by CEOs with more daughters are better received by the market. Second, CEOs with more daughters are less likely to overpay the targets, and better use newly raised capital. Third, CEOs’ daughter(s) decrease(s) corporate litigation risk. In sum, the gender of a child is arguably a random and natural experiment, which shows a clear effect on CEOs’ behavior. / Thesis (PhD) — Boston College, 2017. / Submitted to: Boston College. Carroll School of Management. / Discipline: Finance.

A Research Report submitted to the Faculty of Humanities, University of the Witwatersrand, Johannesburg, in partial fulfilment of the requirements for the degree of Masters of Arts, Applied Ethics for Professionals Johannesburg, 2016 / In this research report I will be investigating whether companies have an obligation to shareholders or a wider group of stakeholders. If they have an obligation to a wider group of stakeholders, then the question is whether planned obsolescence is an ethical practice that should inform their business and what the role is of ethical leaders in addressing problems such as job losses, environmental damage and conspicuous consumption that result from planned obsolescence. As part of my attempt to answer the research question I will discuss the evolution of views regarding business and the profit motive in relation to shareholders, the multi-fiduciary model, the enlightened shareholder approach and the inclusive stakeholder approach. I will then focus on planned obsolescence as a pervasive business practice and what circumstances morally justify negative consequences which are weighed against the positive effects. Finally, I will propose ethical solutions to the issues raised around planned obsolescence, aimed at achieving specific benefits whilst also limiting the negativity introduced by planned obsolescence. / GR2017