Remuneration of members of the governing bodies of joint stock companies from a comparative perspective The purpose of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies in comparative perpective. This thesis deals with comparison of Czech and English jurisdiction. The topic is a highly relevant with regard to events of financial crisis 2008. The thesis primarily devotes its attention to the law contained in the Act on Business Corporation however it also takes into account the Commercial Code. Introductory part of the thesis outlines theoretical background of remuneration. It is followed by chapter describing concept of remuneration and introducing specific types of remuneration. Third part analyzes Czech law on remuneration of boards of directors contained in Act on Business Corporations and it is divided according individual titles that give rise to right on remuneration. In the last part of the thesis author describes English company law. Key words: remuneration, board of directors, comparison

Gender equality is widely discussed topic in the modern society, and the issue of female underrepresentation on corporate boards has been discussed for decades. Previous research, on one hand, is focused on non-financial contribution of women on boards, such as improvement of communication, decision-making, stronger focus on CSR and stakeholder orientation etc. On the other hand, correlation between female presence and financial outcomes, such as accounting and market performance, has been receiving contradicting results that would show positive relationship, negative or no relationship at all. However, earlier studies only considered the physical presence of women on boards as a predictor of performance. They did not account for the actual role of women on the boards - are they tokens, or do they hold a real power to make a change and influence financial outcomes? In order to rise above the shortcomings of the previous research, this study evaluates the power held by women on Swedish boards in Large Cap companies. With that purpose, power indices had been developed that consider such influence sources as leadership, committee participation, connections to the owners and to the management, and experience. The power index also accounts for the fulfillment of “critical mass” criterion. The findings had shown a negative relationship between power of female directors and firm performance, although this correlation might be explained by a short-term oriented nature of the research. Furthermore, this paper suggests a large variety of subjects for future research in the field of gender equality on boards.

A research report submitted to the faculty of management, University of the Witwatersrand, in 25% fulfilment of the requirements for the degree of Master of Management (in the field of Public and Development Management). / This research examines the existence and the degree of compliance and adherence to corporate governance processes and practices in the South African Broadcasting Corporation (SABC). Its purpose was to examine whether the SABC as an institution has any corporate governance standards, and if those standards exist, whether they are adhered to, and the role of management in advancing or hindering organisational effectiveness. This research followed an interpretative social science approach. The approach adopted by the study is a qualitative approach. Data was collected through semi-structured interviews using purposive sampling. Three critical findings emerged from the study. First, that the SABC does have the right corporate governance internal systems, but fails to comply with them. Secondly, there is lack of effective leadership and stability in the SABC. The continuous change of senior strategic managers, with six Chief Executive Officers and four different boards of directors within the period of five years that the research focuses on has been detrimental to the institution’s stability. Thirdly, the nature of the relationship between the SABC and the government has compromised the organization. Based on the findings, the conclusions of this study are that the SABC leadership and management have failed to apply proper corporate governance standards, due to the weak leadership structure, and in some cases due to external factors such as the influence of government in the operations of the organization. The prevailing current situation has impacted on the effective implementation of corporate governance. The study recommends that the organization reviews its corporate governance practices and commit to acceptable corporate governance standards. / GR2018

Typescript (photocopy). / Digitized by Kansas Correctional Industries

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.

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

Using human capital theory and social capital theory, I develop a model to explain the circumstances surrounding outside director appointments, patterns of outside board affiliations and outside director exits. I investigate why individuals become outside directors, why they continue to serve as directors after appointment, and why they terminate their service on boards. I find that an executive's home firm career and prestigious affiliations predict the likelihood and patterns of outside directorship service. Outside directors are critical to effective corporate governance, and to understand the board-governance process we need a better understanding of outside director service.

Purpose - The purpose of this study is to increase knowledge about the nature of personal connections that board members on top corporate boards in Sweden hold with the contacts that have been of most importance for their board appointment. As a consequence this study explores similarities and differences in career background, skills, expertise and networking structure of women and men on board positions. Method - To fulfill the purpose we conduct an explorative quantitative study of qualitative nature using a survey to gather data. The survey concerns the relationship that is of self-perceived importance for the board member’s board appointment and address their experience and background. The population in our study is limited to board members from corporations that are traded on Nasdaq OMX Stockholm, with a stock market value over 150 million Euros Results – We find that board members hold weak ties with contacts that have played the most important role for their board appointment and both women and men mainly choose men as these contacts. Women on average have a higher educational level than men, while a higher proportion of men come from a professional background as an executive.  Research Limitation - We limit our study to include self-perceived importance of contacts rather than the actual importance. Practical Implications – Our study contribute to the debate of the slow progress of gender equality on corporate boards by acknowledging that the preference among women and men to merely socialize with other men it can be a factor that increases the barriers for women to gain a position in the top corporate boards of Sweden. By acknowledging this underlying preference more board members may actively include women in their network. Additionally, successful board appointments are derived from contacts that are located outside the close personal network. This holds especially true for women who have made it into the boardroom despite the fact that they do not socialize for leisure activities.

Using human capital theory and social capital theory, I develop a model to explain the circumstances surrounding outside director appointments, patterns of outside board affiliations and outside director exits. I investigate why individuals become outside directors, why they continue to serve as directors after appointment, and why they terminate their service on boards. I find that an executive's home firm career and prestigious affiliations predict the likelihood and patterns of outside directorship service. Outside directors are critical to effective corporate governance, and to understand the board-governance process we need a better understanding of outside director service.

In the modern enterprises, the capital structures are made up by the specific or the non-specific populace sources. In the separation of management rights and ownership, their common interests may not be the same, so the agency problems are arising. In recent years, the public has serious doubts about unreasonable compensation of directors with higher ranks. The study samples are companies listed in Taiwan Stock Exchange from 2005 to 2007, but excluding banks and insurance companies. This study investigates the relationship between corporate governance and earnings management. The corporate governance variables include director stock ownership, the pledged share ratio of directors, chairman of the board as general manager, percent of independent directors on the board, the average compensation of directors, foreign investors¡¦ ownership, and institutional ownership in the firm. The empirical results show that chairman of the board as general manager who has significant influence on earnings management in the whole industry, electronic industry, and non-electronic industry; the average compensation of directors with higher ranks have significant influence on earnings management in the whole industry and non-electronic industry. In different industries, some empirical results support the hypotheses while other hypotheses do not hold. Thus, this research study has believed that the interconnection between the corporate governance variables and earning management will be affected by characteristics of certain industries. In addition, this research study has also found that there are no direct relationships between corporate governance and earnings management. Hence, the corporate governance in Taiwan is still considered not long enough and can not become an independent factor to affect earnings management inhibition of behavior. Therefore, certain parts of hypotheses will not establish.