There has been much discussion in the literature in the past decade as boards of directors worldwide have faced increasing stakeholder demands for accountability. The conventional wisdom that stakeholders were passive players, who ceded responsibility for the company to the board, has gone and been replaced by a growing sensitivity to the risk of corporate liability. It is still not widely understood that business enterprise is as much a moral act as an economic one. In the 1980's, boardroom behaviour was perceived as unresponsive, mercenary, formal, guarded, ritualistic and legalistic. However, we know little about the culture of these 'managerial elites' (Pettigrew and McNulty, 1995) but one approach is to adopt a psychoanalytic perspective. Psychoanalytic theory is, inter alia, a method of understanding group processes. Bion (1959) and Bridger (1986) postulated that rationality in groups could be compromised by the activity of 'basic assumptions' or unconscious mechanisms that, in turn, can impact upon the formation of the group as a social institution (Fenichel, 1945). The search for deep, underlying structures has been continuously advocated by Geertz (1973), an anthropologist, and the need to distinguish between 'thin' and 'thick' description; the former relating to what is merely observable and the latter to an interpretive, iterative process that seeks out the basic significance of events. The psychoanalytic model, with its premise of not taking for granted what is directly observable, presents an opportunity to examine the power of unconscious group processes in the construction of boardroom decisions. This research aims to demonstrate that the application of clinical concepts to the analysis of boardroom relationships can produce an enriching effect on more traditional theories of organisational functioning.

D.Comm. / South African organisations seem to do very little to enhance business ethics, nor do they seem to promote employees' ethical behaviour. The possibility that the human resource management (HRM) practitioner may act as facilitator of organisational ethical behaviour was proposed as a possible solution to the aforementioned problem. This possibili~y was formulated in the form of a research question. An interdisciplinary approach which consisted of the fields of business ethics and industrial psychology, with the latter being operationalised as human resource management (HRM), was applied as theoretical foundation. It was also decided to utilise a literature study as research method. The analysis was conducted at the micro level, i.e. the intra-organisational level of business ethics analysis. The type of ethical analysis chosen for this purpose was descriptive ethics. An exploration of the importance of business ethics, and the necessity to do something about it, yielded, the following findings amongst others: empirical proof that ethics is also good business exists, it is a cost-effective option to invest in morality, and the cost of immorality is frighteningly high. It was also found that it is indeed possible to learn ethical behaviour in an organisational setting. This may be accomplished as a result of the reciprocity of social interaction which presupposes moral learning. The aspects that determine ethical behaviour in organisations were categorised as individual, external environmental and organisational determinants. Managerial interventions which can be applied at the strategic and systems levels to facilitate ethical behaviour and to create an ethical organisational culture, were identified and described. An analysis of the nature and role of the HRM function in organisations, as well as a critical exploration of the question relating to the possible role of the HRM practitioner being the most suitable candidate to assume responsibility for managing ethics in organisations, revealed that the practitioner does indeed have such a role. HRM practitioners have a responsibility for human ethical behaviour, by virtue of their knowledge of and functional involvement with human behaviour in the organisational setting. It was further determined that the HRM practitioner features as the most prominent contender to facilitate ethical behaviour in the organisation. HRM practitioners may use the principle of stewardship as the main source of energy in the establishment of an ethical orientation to enable them to facilitate ethical organisational behaviour at the strategic, systems and operational levels. Should the HRM practitioner assume such a role, a number of attitudinal, competence and accountability implications may apply. In addition to this, several factors that may inhibit the optimal fulfillment of this "new" role were identified, e.g. generic factors, factors specific to the HRM profession as well as factors unique to the South African situation. The most significant finding of this research endeavour was that despite their existing high workload, HRM practitioners are the suitable candidates to act as business ethics functionaries, e.g. as organisational ethics officers. This finding remains valid irrespective of the possibilities that this may only be a temporary• role and that practitioners may not necessarily embrace this role without reservation. The role was explained by means of a descriptive model. It is shown in the model how certain determinants (as inputs), can be transformed by practitioners possessing a specific orientation and attributes, to produce certain outcomes, which may be typified as characteristics of an ethical organisation. This transformation is executed despite the presence of some inhibiting factors.

D.Comm. / In commercial corporations shareholders, at least in theory, evaluate the performance of the boards they have appointed. Such evaluation is mainly based on the financial performance of the entity. Public (state funded) entities have only the state as shareholder and the performance of their boards is not evaluated by the taxpayers who ultimately pay the directors' fees. The term "public entity" refers to 20 corporations with an annual turnover in excess of R 55 billion which are substantially tax-funded or are awarded a market monopoly in terms of legislation by parliament. Although these public entities are regularly criticised by the press, the academic literature reports neither an assessment of the quality of governance by their non-executive directors' nor any instrument to use in such an assessment. The aim of this study was to measure the expectations and perceptions of executives in public entities about their non-executive boards' corporate governance service. This began with a literature was analysis, firstly to define what "proper" corporate governance and secondly to find a recognised methodology to use in the development of an assessment instrument. It was found that two main corporate governance models were generally recognised, namely the United Kingdom model and the German model. The United Kingdom model advocates a single board comprising both executive and non-executive directors while the German model has a supervisory board of non-executive directors overseeing the activities of an executive management board. It was further found that, contrary to King's (1994) recommendation to use unitary boards, the 20 listed public entities all had supervisory boards as advocated in the German model. A procedure advocated by Churchill (1979:65-72), in his paradigm for developing measures of marketing constructs, proved to be very successful in the development in the United States of America of an instrument named SERVQUAL which was applied in the general service arena where a paying client evaluated a service. Churchill's method was therefore used in this study to develop an instrument called ECGSI to measure the quality of governance of listed public entities' non-executive boards. The opinions of executives attending board meetings, e.g. to make presentations, were used both to develop ECGSI and to measure the quality of the non-executive directors' service.

Creditors of the corporate business form are in a vulnerable position. Recognition of the plight of corporate creditors led to the implementation of various legal measures aimed at protecting their financial interest in the company. These measures proved disappointingly inadequate in many instances. As a result the judiciary in some jurisdictions felt compelled to develop existing legal principles pertaining to directors’ duties in such a way that they could be used to facilitate protection of corporate creditors’ interests. This development did not meet with universal approval. Those opposed to the extension of directors’ duties to protect creditors’ interests have three main arguments against it. The first is related to conceptual issues and policy concerns. The second argument is that existing remedies are more than adequate to protect creditors’ interests. A last argument against a directorial duty to creditors pertains to the practical implementation of this extended duty. It is argued that the existing legal framework with regard to directors’ duties is not suitable to provide protection for creditors’ interests. However, it was shown in this study that the extension of directors’ duties to protect creditors’ interests is indeed justifiable on a sound conceptual basis and that policy concerns regarding such an extension are either unfounded, or should be addressed in some other way. An analysis of existing protective measures and remedies often referred to by opponents of an extension of directors’ duties, namely statutory personal liability of directors, traditional insolvency remedies, and the piercing of the veil doctrine furthermore showed that these measures are inadequate. This leads to the conclusion that there is a definite need for an alternative remedy, such as the extension of directors’ duties to include creditors’ interests. The existing legal framework in respect of directors’ duties furthermore proved to be capable of being successfully adapted to include creditors’ interests. Central issues in this respect, as was indicated by an analysis of case law, are the point in time when the duty to creditors is triggered, the beneficiary of the duty, in other words who would have locus standi in case of a breach of the duty, and the type of protection afforded to creditors’ interests by way of fiduciary duties and the duty of care and skill. The existing legal framework also provides measures in terms of which honest and diligent directors may be relieved from liability, such as indemnification, relief granted by the courts and director liability insurance. These measures, if formulated correctly, may achieve and maintain the essential balance between accountability and entrepreneurial freedom. The legislature appears to have adopted a cautious approach to the issue of directors’ duties to creditors. It thus seems to be up to the judiciary to develop directors’ duties to creditors in a meaningful way. Pioneering in this respect has already been done in Australia, New Zealand, England, Canada and the United States of America. It is to be hoped that the South African judiciary will follow suit when the opportunity to do so arises. / Thesis (LLD (Mercantile Law))--University of Pretoria, 2007. / Mercantile Law / unrestricted

Corporate Governance and in particular, the role of the board of directors, have been placed at the centre of attention due to the recent well-publicized corporate scandals (Adams, Hermalin,&Weisbach, 2009). In South Africa, both the King II and recently published King III reports emphasise the importance of the board of directors, as being the crucial aspect of the South African corporate governance system (Institute of Directors, Southern Africa, 2002, 2009).The aim of this study was to determine the relationship between corporate governance and company performance. This was achieved by defining six specific characteristics of the board of directors in relation to corporate governance (independent variables of board independence, CEO-Chairman duality, staggered boards, board size and the presence and composition of the board remuneration committee), as well as identifying five company performance measures (dependent variables of net profit margin, return on equity, return on assets, share price and dividend payout).In reviewing the available literature, it was found that there is a lack of an appropriate and publicly available corporate governance measurement tool in South Africa. The Delphi technique was used to garner the views of four experts in the corporate governance field, in order to obtain their views as to what constitutes the research selected independent variables. The emergent themes from these interviews guided the measurement of these board variables and empirical testing against the selected company performance measures using the 21 Consumer Goods Companies listed on the Johannesburg Stock Exchange with published financial statements over the time period commencing on 01 January 2006 and ending on 31 December 2010.The overall results of this study indicate that the vast majority of board selected variables relating to corporate governance had a positive relationship with company performance. Of the six independent variables selected for testing, board independence, board size and composition of the board remuneration committee were found to have statistically significant relationships with the dependent variables of company performance, while the presence of a board remuneration committee indicated a moderate relationship (with only return on assets and net profit margin indicating a significant relationship) and staggered boards revealed no statistical significant difference.The relationship between CEO-Chairman duality and company performance could not be assessed, due to the sector data set revealing only one instance in which this duality existed. / Dissertation (MBA)--University of Pretoria, 2013. / Gordon Institute of Business Science (GIBS) / unrestricted

I examine whether and how racially/ethnically diverse board impacts the quality of reported earnings. Agency theory suggests that the board of directors acts as a robust governance mechanism to reduce opportunistic managerial behavior that may harm shareholders' wealth. Further, diversity coalesces a variety of attributes from different directors that are valuable in predicting organizational outcomes. The majority of extant literature focuses on gender-diverse boards and various firm outcomes, while little is known about how directors' race/ethnicity affects earnings quality. Using a sample of firms publicly traded in the U.S., I find that increased board racial/ethnic diversity is associated with better earnings quality as proxied by lower discretionary accruals and lower probability of internal control weaknesses and financial statement restatements. I further examine whether firms with increased diversity (racial/ethnic and gender diversity) enjoy incrementally higher earnings quality than other firms. However, I fail to find support that racial/ethnic and gender intersectionality is associated with improved earnings quality. Lastly, based on critical mass theory, I test whether an industry descriptive norm is necessary for firms to enjoy increased earnings quality. I find that racial/ethnic directors have a meaningful impact on a firm's earnings quality regardless of the level of diversity; even firms with lower than the industry descriptive norm of racial/ethnic diversity enjoy improved earnings quality. / Includes bibliography. / Dissertation (Ph.D.)--Florida Atlantic University, 2021. / FAU Electronic Theses and Dissertations Collection

<p>The topic of this project is employee job descriptions within an athletic department. This project involves Virginia Polytechnic Institute and State University Athletic Department's top eight administrators. The job descriptions were reviewed and updated to ensure compliance with federal and state governments, university personnel office, and governing organizations.</p> <p> Since the ratification of Title VI many organizations have had to update their systems to comply with the Title VI legislation. In 1964, when Title VI of the Civil Rights Act was passed, many organizations found that they were not in compliance.</p> / Master of Science in Education

The proposed study examines the effect of CEO-board social connections on corporate policies. Motivated by the independent board view and collaborative board view, I propose two opposing hypotheses explaining the effect of CEO-board connections on corporate policies: monitoring hypothesis and advising hypothesis. In my first essay, I validate the two competing hypotheses of CEO-board connections by investigating the effect of CEO-board connections on monitoring and advising role of the board, and firm valuation. I find that CEO-board connections have a negative effect on board monitoring and positive effect on board advising and firm valuation. The results are robust to endogeneity concerns and different model specifications. Disentangling the Channels, I also show that the predicted effect of CEO-board connections on board monitoring and advising have opposite effects on firm valuation. Lastly, I provide evidence that the effect of CEO-board connections on firm performance is stronger in firms with high growth opportunities. / Includes bibliography. / Dissertation (Ph.D.)--Florida Atlantic University, 2020. / FAU Electronic Theses and Dissertations Collection

The purpose of this research is to investigate why there are so few women on South African company boards. Since the first democratic elections in South Africa, diversity has been in the focal point to correct the discrimination and inequalities of the past; however the gender diversity has not been very successful on company boards. Exploratory or qualitative research methodology was employed based on semistructured interviews with a non-probability sample of 13 respondents. All respondents were women who served on company board as directors. They were from various sectors of the economy and served in various capacities on the boards. This study found that the market and the shareholder profiles have diversified considerably, however the company boards have not changed significantly. The gender gap maybe narrowing on company boards however the levels of discrimination and inequalities are still very high. Gender stereotypes continue to inform many decisions in business, including those of board appointments. The study also found that for transformation to occur successfully, leadership had to play a major role. Government has implemented sound regulatory systems that encourage diversity and it is now up to the leadership in companies to take the responsibility and give women opportunities to participate in business through boards. Government, through policies and regulations, continue to play a crucial role in facilitating transformation however the pace of change remains sluggish. Leadership has a critical role to play because the purpose of the policies and regulations is not only to get companies to achieve compliance, but to create equal opportunities for all South Africans. Copyright / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

The Mississippi Department of Education (MDE) requires that each school district throughout the state employ a licensed administrator serving as the federal programs coordinator, director, or administrator in a full or part-time capacity (Mississippi Department of Education, 2013). The federal program director is responsible for the management and implementation of federal funds in public schools. Federal funds are defined by law and used to improve student achievement, enhance teacher quality, increase equity and access to educational resources, and provide innovative strategies for recruiting teachers and improving graduation rates (No Child Left Behind, 2001). The work of federal program directors involves a number of activities such as promoting student achievement through strategic planning, administering professional development, providing research-based curriculum and instructional materials, and organizing extended school day and school year tutorial or enrichment learning opportunities for students. Federal program directors in Mississippi are required to be properly licensed and endorsed by the Mississippi Department of Education’s Office of Teacher Certification and Licensure (Mississippi Department of Education, 2015). In addition to certification, several other factors are associated with the role of the federal programs director. These areas include working knowledge of federal program requirements, legal issues, personnel evaluation, and effective school reform initiatives. In terms of educational leadership, the federal programs director’s role includes establishing the vision and direction of a school district’s federally funded programs, resolving complex issues and problems, and continually staying abreast of new state and federal regulations (Lunenburg & Ornstein, 2004). Role definition varies from school district to school district. For example, some federal programs directors may also function as assistant superintendents and are integral members of the district leadership team. Conversely, other federal programs directors may be given leadership roles such as technology coordinator, special education coordinator, or curriculum director.